Indio City Council
December 4, 2024

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The Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

City of Indio CA

By
Name:

Title:

Questica LTD.

By
Name:

Title:

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EXHIBIT A
Initial Order Form
Questica Budget Price Quote
Quotation ID#: City of Indio CA - 10292024
Description Qty Total
Questica Budget Framework – All Modules
Operating License Seats Unlimited
Personnel Planning & Budgeting License Seats Unlimited
Capital License Seats Not Included
Unlimited Read-Only Licenses Included
Performance Measures Included
Allocations Included
Statistical Ledger
OpenBook Transparency
Included
Included
Budget Book Studio Included
Questica Year 1 Software Subscription
(including software, maintenance, support and hosting) $54,969.00 Professional Services (Per Statement of Work)
Planning & Analysis Included
Installation Included
Data Load & Verify Included
Accounting Integration Included
Training Included
Project Management Included
Automated Integrations with Tyler Munis
Operating Module – Actuals Import, Budget Export Included Amended Budget Export
Total Questica Professional Services (one-time fee): $46,325.00 GRAND TOTAL (Year 1) $101,294.00

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Pricing Notes
Quotation ID#: City of Indio CA – 10292024
Pricing valid through: December 16th 2024
• Questica annual subscription is based on a 5-year term • Questica will apply a 3% inflationary increase beginning in year 2 Year 1 Pro-rated subscription – December 16, 2024 – June 30, 2025, is $27,484.50Questica Annual fees • Year 1 (December 16, 2024, to June 30, 2025) is $73,809.50 (pro-rated SaaS & Professional Services)Year 2 is$56,618.00 (includes 3% increase)
• Year 3 is $58,316.54 (includes 3% increase)
• Year 4 is $60,066.04 (includes 3% increase)
• Year 5 is $61,868.02 (includes 3% increase)
• Total 5 Year contract is $310,678.09
• Above pricing in US dollars
• Applicable Taxes Extra
• Pricing is not applicable in response to a formal RFP Process • Terms of Payment:
• Software:
▪ $27,484.50 due upon Contract Effective Date (Net 30) ▪ $
▪ Year 2 annual fee is due July 1, 2025 and annually thereafter • Professional Services:
▪ 25% due the earlier of software installation or 30 days from Contract Effective Date
▪ 25% due the earlier of historical (Operating) budget available for validation or 60 days from Contract Effective Date
▪ 25% due the earlier of (Operating) actuals import integration configuration created & tested or 90 days from Contract Effective Date ▪ 25% due the earlier of completion of training or 120 days from Contract Effective Date

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EXHIBIT B

STATEMENT OF WORK
Statement of Work
Euna Budget Implementation for
City of Indio CA
Revision History
Rev. Date Authors Notes/Changes
1 1. General

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

Euna Solutions shall provide the professional service as defined in this Statement of Work, in a professional manner, consistent with industry standards. Unless otherwise agreed upon by both parties, or as the result of a delay on the part of Euna Solutions, the obligation to provide professional services to The Customer expires the earlier of:
1) completion of the services described in the SOW
2) 12 months from the effective date of the relevant Order Form

1.2. General Clarification
Initial Data Load
“Data import”, “import workbooks”, and “initial data load” are synonymous terms referring to the initial migration of data from The Customer's existing systems into Euna Budget.

Where this initial data load is to be performed by Euna Solutions, the data shall be returned to Euna Solutions in Excel workbooks. Euna Solutions' Project Manager will provide blank workbooks for this purpose as an output of initial discovery meetings. These are adapted from standard templates to use The Customer's terminology and to incorporate all elements of The Customer's chart of accounts, other data entities, and columns within those data entities. Such data provided must be “clean”, consistent, and complete. The Euna Solutions PM is not responsible for cleaning data, and will not repeatedly load data in order to repair issues and/or add missing information.

The Customer can use the software's user interface or Euna Budget's Excel® export/import feature to further amend and maintain data, or to load data where this is a customer task.

For example, where Euna Solutions' work to load prior year data may be limited to a specific number of years in order to reduce implementation cost, there is no system limit to the number of prior years that the customer can load using Excel® export/import.

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

Integrations
“Integration” as used in this Statement of Work refers to the automation of data exchange between Euna Budget and 3rd party systems. For each of the integrations in scope, Euna Solutions shall be responsible for:
• Configuring data transformations, as described by The Customer during the implementation. • Providing the software interface into Euna Budget, and the operational infrastructure required to manage the integration, as well as the operational infrastructure required to manage the integration (e.g.

FTP server).

Euna Solutions does not offer services to build the 3rd party system end of integrations. The Customer is responsible for creating data sources and destinations within their 3rd party systems, either through their IT team or through their system’s integrator. Such data sources and destinations may be database queries, delimited files, and/or web services.

The Customer is advised that in a “cloud” environment, Euna Solutions is unlikely to be granted the local network access to The Customer's other enterprise systems for a direct database -to-database integration.

The most likely mode of integration will be exchange of formatted text (.CSV) files transmitted using secure FTP (SFTP or FTPS). Integration via web services may be possible where the 3rd party system provides a web services interface that provides/accepts data required by The Customer. It will be The Customer's responsibility to create or cause to be created the necessary file transfer mechanism on their side of the transfer; and to ensure that the 3rd party system's integration components are available, including web services where used.

For all integrations in scope, the following are held to be true except where specifically listed as a customization:
• Records being copied into Euna Budget require a unique key to unambiguously match incoming data with pre-existing records. This key may be a single field value (e.g. Object Code) or a combination of multiple values (e.g. Position+Employee Number). An exception report is provided for data elements which cannot be thus matched.

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• While it is likely that Euna Budget can accommodate any chart of account segments (“chart fields”), and Euna Solutions shall accommodate reasonable requests for mapping chart fields to accommodate situations such as legacy account structures, the encoding and decoding of arbitrary structures and mappings (those which cannot be logically described) is not in-scope. • Euna Budget integrations do not include the synchronization of chart of account strings, segments, or combinations; which is to say that the list of funds, GL accounts, costing Active, and projects, etc. is not automatically updated from the general ledger or other external system. • Each distinct data source and/or output file is considered one point of integration. For example, if Statistical Actuals are required from multiple data sources, Euna Solutions will need to configure one integration for each data source and a single Statistical Actuals integration will be insufficient. • Filtering is coded into the integration and there is no custom user interface for the selective export of sections of the budget except to choose a budget year, or in the case of Actuals imports the date range. • Standard budget export integrations, where in scope, do not have the ability to export only changes since the last export. The entire budget is exported each time. A budget amendment export integration is required in order to export selected parts of the budget, such as changes since the last export. • Amended budget export integrations, where in scope, will be either export individual amendments as created, or export the batch of amendments since the last export, or import amendments from the general ledger system as read-only budget lines. Which of these options is used is a detail determined during the implementation, but each amendment integration will only work in one of these modes. • Actuals Import integrations cannot be used to amend the budget.

Customizations
Customizations include custom business rules, modifiers, user interface (grids, forms, etc.), non-standard integrations, hand-crafted reports, and ad hoc entities. They are all detailed in section “2.11.

Customizations” of this Statement of Work document. Sections prior to “2.11. Customizations” detail the delivery of standard product functionality and services.

2. Statement of Work
In the Statement of Work tables, entries in the column headed “Statement of Work” are defined as follows:

Entry Meaning
In scope The task or function is within the statement of work to be undertaken by Euna Solutions professional services. There may be additional refinement of the scope.

Customer
task
The task or function is not within the statement of work to be undertaken by Euna Solutions professional services, but will be undertaken by The Customer, with such help from Euna Solutions as is detailed in the item description. There may be additional information qualifying this.

Not in scope The task or function is not within the statement of work to be undertaken by Euna Solutions professional services, nor will it be undertaken by The Customer.

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2.1. Euna Budget Configuration & Shared Components
Functional Area Description Statement of Work
Production System Hosting of the single production instance of the Euna Budget system.Note that in addition to the
hosted production system, The Customer must
provide user workstation environments as follows:•
A web browser: supported browsers - Microsoft
Edge, Firefox latest release, Chrome latest
release;• Microsoft .NET Runtime 4.68 installed;•
Microsoft Excel® 2007 or newer (if spreadsheet
export/import feature is required, and/or saving
reports as Excel is required);• Microsoft Word®
2007 or newer (if scheduled reporting and/or
saving reports as Word is required);• Microsoft's
freely available desktop version of Report Builder
installed (if self-serve report authoring is required
from browsers other than Internet Explorer or Edge)
- note that Micrsoft have rebranded this "Power BI
Report Builder".

In scopeAs per hosting
agreement.

Sandbox System(s) Sandboxes are hosted for The Customer's development/test/QA/training needs. They are
refreshed on demand by administrative users from
within the application and are a clone of the
production database. Integrations are not enabled
by default and single sign-on (SSO) may need to be
configured for sandboxes.

Euna Solutions reserves the right to remove
dormant sandboxes but these can be recreated by
The Customer as needed.

In scope:

A single sandbox.

RoSA (Read-only
SQL Access)
RoSA is an optional service giving The Customer's IT
team read-only access to a password protected
copy of the database. It uses Microsoft Azure geo-
replication to replicate in near real-time, and is
accessible using ODBC. Note: Euna Solutions is not
able to add The Customer's own code or other
objects (views, functions, stored procedures) to this
database.

Not in scope

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Project Management
& Analysis
Euna Solutions will assign an Implementation
Manager (“PM”) to lead this implementation on
Euna Solutions' behalf. The role and responsibility
of the PM is to ensure that the product is
implemented according to this Scope of Work and
to carry out the tasks detailed in sub-section “3.0.1.

Euna Solutions Project Management
Responsibilities” of this Scope of Work.Limitations:-
Weekly status meetings is the number of scheduled
meetings for the purpose of status reporting that
the Euna Solutions PM is obligated to attend/host.

Exceeding this limit is at the discretion of Euna
Solutions' PM. This does not limit his or her
availability for ad-hoc contact as needed.- The
scope includes overhead of project management
and analysis as stated in the “Scope or Work”
column at right. Where delays are not on the part of
Euna Solutions, additional project management and
analysis beyond this limit may be billable at Euna
Solutions' standard services rate.

In scopewith:- One weekly
status meeting;- 26 weeks
of project management and
analysis contiguous from
project kick-off, or until all
other implementation
services are delivered,
whichever occurs first.

Consulting Services -
BPI
Euna Solutions will facilitate a review of:
- The budget process for both the operating and
capital budgets;
- The chart of accounts;
- Personnel planning and budgeting;
- Reporting requirements.

This process will require the participation of
stakeholders in group workshops and may include
or one-on-one workshops.

Budget Process
End to end review, including high level descriptions
of the tasks performed, the timing of these tasks,
and dependencies. Euna Solutions will facilite a
design of the budget process as it relates to the
Euna Budget system being implemented, seeking
opportunities for improvement. This output will be
documentation of:
- Budget process stages;
- What happens in each stage;
- Input, outputs, and participants in each stage;
- Stage permission requirements.

Chart of Accounts
Determine the data model, including the COA, roll-
ups (whether part of the GL or not), and other
budgetary fields of data. Complete field mapping
and prototyping in Euna Budget.

Personnel Budgeting
Review and refine personnel budgeting process and
data. To include common personnel budget issues
including vacant positions, overtime, benefits,
allowances, and statutory deductions.

Reporting Requirements
Ensure reporting is supported by the data model.

Not in scope

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Identify reports in three primary groups: those
required for developing budget, those required for
managing budget, and those disseminating for
information “up and out” (management and public.

Reporting can be through traditional print reports,
saved searches, dashboards, smart reports, and
OpenBook.

The customer will assume responsibility for
maintaining all process documents after hand-off.

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Consulting Services -
Change
Management
Euna Solutions will facilitate a change management
process in relation to the implementation of Euna
Budget. This process will require the participation of
stakeholders in group workshops and may include
or one-on-one workshops. A change management
plan document will be produced based on the
information gathered, containing:- What is
changing;- Organizations impacted by the change;-
Each organization's ability and willingness to
change;- A training plan;- Strategies for dealing with
the change.Note that the change management
included in this item offer the benefit of Euna
Solutions' experience in the domain of budget
system implementation. It is not the enactment of,
or replacement for, a comprehensive project of
change management as may be required by the
customer's PMO (project management office), or for
a significant change beyond the introduction of a
new system that approximates to current processes
and procedures.

Not in scope
On-Site PM Visits Each on-site visit by Euna Solutions' PM, and other implementation staff (excluding training, see below)
shall be a minimum of one day and no more than
five consecutive business days within the same
working week. Where more than one individual is
on-site at the same time this is considered as
multiple visits (one per individual attending).

Meeting premises, facilities (including external
internet access) and equipment are to be provided
by The Customer. Costs associated with travel,
board and lodging for on-site visits are payable by
The Customer as per contract.

All other work by the Euna Solutions lead(s) will be
carried out off-site and contact will be via normal
telecommunication channels.

Not in scope
Application-Level
Security
Determine how and when to use the various
security levels available within Euna Budget, enter
users and assign them to groups and roles.

Customer task:

Euna Solutions will assist
with this task until
administrators have
received training in security
configuration.

Single Sign-On Configure Euna Budget to use The Customer's existing Windows, LDAP, CAS, Google, or SAML
Authentication, for user logon.

In scope:

Configure production
instance to use The
Customer's SAML (Microsoft
Entra ID aka Azure AD)
Authentication for user
logon. Euna Solutions is not
responsible for software and
configuration changes
required to make it

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authenticate with non-
standard implementations
of authentication protocols.

Import Configuration
…
Import Master
Configuration Data
Configuration and data import of the following Euna
Budget standard data structures, using data
supplied by The Customer in Excel® workbooks
provided by Euna Solutions:• Division/Department
hierarchy;• Fund Categories and Funds;• Account
Categories and Expense and Revenue GL
Accounts• Statistical Account Categories and
Statistical Accounts• Other Chart of Account
Segment Values• Performance Measure Units
In scope
Analytics …
Standard Reports Provision of Euna Budget's standard reports. These reports are provided as-is and may not fully address
The Customer's specific reporting requirements.

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

In scope

2.2. Operating Module
The Euna Budget Operating module is included in this installation.

Functional Area Description Statement of Work
Configuration …
Import Costing
Centers
Configuration and data import of standard Euna
Budget Operating data structures, using data
supplied by The Customer in Excel® workbooks
provided by Euna Solutions At a minimum, the files
will contain the data necessary to:
• Create Costing Centers (for each historical and
current/future budget year to be loaded);
• Add Costing Centers to Departments;
• Associate Costing Centers with Funds;
• Define Budget Promotion Stages.

In scope

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Initial Data Load …
Import Initial Budget Import the current/future Operating budget from data import workbooks:• Create dollar budget line
items at the chart of account level... by Costing
Center.

In scope:Euna Solutions will
import the most recent
budget with 1 years of
future forecast data. Euna
Solutions will repeat the
import once, to
accommodate a refresh
prior to going live.

Import Historic
Budgets
Import prior years' Operating budgets. All prior years
must have a chart of account structure that is the
same, or a subset of, the initial budget. Only the
amended OR the approved budget will be imported
in each of these prior years, but not both.

In scope:

Euna Solutions will import 2
prior years' budgets.

Import Actuals
Transactions
Import Operating actuals transactions from data
import workbooks.

Customer task:

The Customer can add their
historical data manually, or
using Euna Budget's Excel®
export/import feature, or
with an automated
integration.

Import Initial
Statistical Budget
Import the current/future Operating statistical
budget from data import workbooks:
• Create statistical budget line items at the
statistical account level
... by Costing categorized.

Customer task:

The Customer will enter
their statistical budget data
using Euna Budget's user
interface or Excel®
export/import feature.

Import Historic
Statistical Budgets
Import prior years' Operating statistical budgets. All
prior years must have a statistical account structure
that is the same, or a subset of, the initial budget.

Only the amended OR the approved budget will be
imported in each of these prior years, but not both.

Customer task:

The Customer can add their
historical statistical budget
data using Euna Budget's
user interface or Excel®
export/import feature.

Import Statistical
Actuals Transactions
Import Operating statistical actuals transactions
from data import workbooks.

Customer task:

The Customer can add their
historical data manually, or
using Euna Budget's Excel®
export/import feature, or
with an automated
integration.

Integration …

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Budget Export Automated facility to transfer the Operating module budget data from Euna Budget to The Customer’s
Tyler Enterprise ERP general ledger at the approved
budget object/costing centre level when invoked by
a user.

Note that this scope item is in addition to the built-
in budget export, which will create a CSV file using
the configured account structure suitable for import
into most general ledger systems.

In scope:

Euna Solutions will create
no more than 1 point of
integration for the approved
operating budget.

Amended Budget
Export
Automated facility to transfer individual approved
amendments to the Operating module budget data,
from Euna Budget to The Customer’s Tyler
Enterprise ERP general ledger, or the other direction
as required.This interface is required only in the
case where The Customer requires the amended
budget to be synchronized between the two
systems and where the general ledger cannot be
updated by re-running the full export provided in the
item in the “Budget Export” item above.

In scope:Euna Solutions will
create no more than 1 point
of integration for the
operating budget
amendments.

Actuals Import Automated facility to transfer actual data from The Customer’s Tyler Enterprise ERP general ledger to
the Euna Budget Operating module at a transaction
level on a daily basis when automatically scheduled;
and/or on demand.

Note that this scope item is in addition to the built-
in actuals import which is able to read a CSV file,
provided it conforms to some simple formatting
requirements and the configured account structure.

In scope:

Euna Solutions will create
no more than 1 point of
integration for the operating
actual costs.

Statistical Budget
Export
Automated facility to transfer the Operating
statistical budget data from Euna Budget to a single
target system at the approved budget
object/costing centre level when invoked by a user.

Not in scope
Amended Statistical
Budget Export
Automated facility to transfer individual approved
amendments to the Operating statistical budget
data, from Euna Budget to a single target system, or
the other direction as required.

This interface is required only in the case where The
Customer requires the amended budget to be
synchronized between the two systems and where
the 3rd party system cannot be updated by re-
running the full export provided in the item in the
“Statistical Budget Export” item above.

Not in scope

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Statistical Actuals
Import
Automated facility to transfer actual data from a
single source system to the Euna Budget Budget
Operating statistics at a transaction level on a daily
basis when automatically scheduled; and/or on
demand.

Not in scope

2.3. Personnel Planning & Budgeting Module
The Euna Budget Personnel Planning & Budgeting module is included in this installation.

Functional Area Description Statement of Work
Initial Data Load … Configuration and data import of standard Euna Budget Personnel data structures, using data supplied by The Customer in Excel® workbooks provided by Euna Solutions. At a minimum, the files will contain the data necessary to:• Create positions;• Create salary grades;• Create salary grade steps;• Create modifiers (benefits);• Create employees;• Allocate employees to positions;• Allocate positions to costing centers.For the purpose of the above, the definitions of positions, grades, grade steps, employees and modifiers shall be those found in the Euna Budget Personnel manual. The relationships between them shall be those currently supported by Euna Budget and described in the Euna Budget Manual.

Import Positions &
Employees
Import from data import workbooks. In scope
Import Grades &
Scales
Import from data import workbooks. In scope
Create Benefits
(Modifiers)
Create “modifiers” to generate supplementary
personnel costs such as benefits, allowances, and
insurance.

Note that modifiers are not simple 2-dimensional
data that can be represented in a spreadsheet. It is
not possible to load modifiers in bulk from Excel®
workbooks.

Customer task:

Euna Solutions will assist
with this task until
administrators have
received training in modifier
configuration.

Import
Position/Costing
Center Allocations
Import from data import workbooks. In scope
Integration …
Payroll Actuals
Import
Automated facility to transfer actual payroll
transactions at the employee/position detail level
from The Customer’s HR or payroll system to the
Euna Budget Operating module; automatically
scheduled, and/or on demand. This data may be
used to replace existing GL Actuals with payroll
detail or may be stored in a separate table.

Not in scope

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HR Data Sync. Automated facility to synchronize Personnel data between Euna Budget and The Customer’s HR or
payroll system. This integration synchronizes:
• New, deleted, and updated employees;
• New, deleted, and updated positions;
• Changes in employee-position relationships;
• Changes in position-costing centre relationships.

Not in scope

2.4. Capital Module
The Euna Budget Capital module is not included in this implementation.

2.5. Reserved

2.6. Performance Measures
Functional Area Description Statement of Work
Configuration …
Measure Categories
and Units
Configuration of Performance Measures Categories
and Units, establishing those lookup values within
the system.

Not in scope
Initial Data Load …
Measures Configuration of the initial set of performance measures.

Not in scope
Scorecards Configuration of the initial set of performance measurement scorecards, and including them on
dashboards.

Not in scope
Integration …

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Measure Actuals
Import
Automated facility to load actual data from The
Customer’s 3rd party data collection systems to the
Euna Budget performance measures module on a
scheduled basis; and/or on demand.Users can add
measure actuals data not available through an
automated interface through the user interface or
using Excel® export/import.

Not in scope

2.7. OpenBook and Budget Book Studio
A subscription for Euna Solutions' “OpenBook” cloud service for data transparency is included in this implementation. This subscription includes the “Budget Book Studio” add-in.

Functional Area Description Statement of Work
Configuration …
System
Administration
General configuration of OpenBook Core to set the
look-and-feel, captions, and add users.

Customer task:

As a customer task, The
Customer will leverage Euna
Solutions' training material
and reasonable assistance
of Euna Solutions' PM or
consultant to understand
the administration options.

Configuration of
Euna Budget
Configure ad hoc views in Euna Budget as a
convenient source of source of OpenBook Core
data.

In scope:

Euna Solutions will, with the
help of The Customer,
configure up to 3 ad hoc
views as a source of data for
OpenBook Core. The
Customer is able to
configure as many
additional ad hoc views as
required.

Configuration of
OpenBook Core
Visualizations
The Customer is able to add multiple
“visualizations” of their data to their OpenBook site.

Each dataset is displayed according to a template
selected from a library of visualization styles. The
Customer is also able to add their own stories with
“spotlights” and “highlights”.

In scope:

A Euna Solutions consultant
will assist in configuring
OpenBook Core
“Vizualizations” and
“Stories” to a limit of 10
hours of consulting time
(additional services can be
purchased at Euna
Solutions' standard hourly
rate).

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Configuration of
Budget Book Studio
The Customer is able to add multiple budget books
to their OpenBook site following their approval
workflow in “Budget Book Studio” . Budget books
are built with a Customer defined layout of data
tables, reports, paragraphs of text, images, charts,
and can embed OpenBook's “highlights” and
“spotlights”. Euna Solutions services include:•
Training, including an optional introduction for
newcomers to OpenBook.• Review source budget
data: account groups, funds, and departments.•
Configuration of a Budget Book to support these
structures.(Note: Budget Book is not suitable for
arbitrary data mapping, complex (re)calculation of
values, and/or reporting of budget using roll-ups
and segments other than those by which the budget
is built and managed in Euna Budget.)• Creation of
“views” in Euna Budget. *• Configuration & testing
of data integration from Euna Budget. *• Configure
standard content and assist with requested
changes to standard format.• Guidance on
completing tasks, including: o manual input of
values deemed non-automatable; o insertion of
unstructured data from files such as images, maps,
award certificates, and charts; o sharing experience
of layout and content options.• Miscellaneous
configuration and content authoring assistance.*
Where the source system is not Euna Budget, The
Customer is responsible for providing clean, well
organized data in CSV file for upload.

In scope:A Euna Solutions
consultant will assist in
configuring the first budget
book, over a period not
exceeding 8 weeks to a limit
of 40 hours of consulting
time (additional services can
be purchased at Euna
Solutions' standard hourly
rate).

Content Authoring
and Editorial
Services
Authoring text and generating image (photo,
graphic, map, chart, etc.) content for budget
book(s).

Customer task
Integration …
Import from Euna
Budget
Connection of OpenBook to Euna Budget, through a
shared API key, and the publication of ad hoc views
for seamless import of data into OpenBook from
Euna Budget.

In scope

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Import from CSV
Files
Initial and ongoing population of datasets through
the import of .CSV files.

Customer task:As a
customer task, The
Customer will leverage Euna
Solutions' training material
and reasonable assistance
of Euna Solutions' PM or
consultant to load and
configure datasets from CSV
files.

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

Training Approach Euna Solutions' standard training model is to train the trainers/advanced users within The Customer's organization in all implemented aspects of the application.

Training is a blend of online courseware and “live” training, either in a classroom (if in scope, see “Training Location” below) or via a web conference. In the case of video training Euna Solutions' PM will field outstanding questions after the scheduled viewing.

Where a specialist trainer is “In Scope” below this might be as a follow-up to a video or presentation of the entire course.

Training Schedule Euna Solutions' PM will help determine at which point in the implementation the delivery of training is most appropriate. The Customer may prefer to receive some or all of their training in the early stages of the implementation, in the knowledge that such training will need to be carried out using a generic training database.

Alternatively The Customer may choose to wait until the implementation is substantially complete in order to be trained on their own instance of Euna Budget.

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

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Training Location * Note that this item relates only to location of training and does not confer training in addition to those items scoped below.On-Site Training:Is not included.Remote Training:All training provided by Euna Solutions will be delivered using web conferencing tools. Attendees are able to participate in the training from multiple locations using their own computer, or in a conference room with shared screen (their own computer is recommended). Audio is provided by telephone or the computer's own audio facilities. These sessions may be recorded upon request, with the unedited recording provided to The Customer for storage and dissemination using their own media repository.

Instructional
Videos/eLearning
Courseware
Instructional on-boarding videos tailored to The
Customer's process (one per module) or full
eLearning courseware (covering all modules) aimed
at end-users. This material will show general system
usage, and how to enter and query budgets.

Not in scope
Train-the-Trainer
Training Sessions
Training trainers, as well as advanced users and
application administrators, in the modules,
features, and processes implemented. Sessions
may cover the following topics:
• Administration
• Administrator Authored Reporting
• Operating Module
• Personnel Planning Budgeting Module
. Euna Solutions' PM will work with The Customer's
project lead to ensure this training is focused where
needed.

Training for the following occur as part of their
implementation process and is NOT part of this
scope item:
• OpenBook
• Budget Book
In scope:

This scope of work includes
up to 4 training sessions
including preparation time.

Train-the-User
Training Sessions
Training end-users to use the modules, features,
and processes implemented.

Customer task

2.9. Reserved

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2.10. Reserved

2.11. Customizations

2.11.1. Custom Business Rules (CBRs), Modifiers, User Interface This Statement of Work does not include the development of customizations.

Customizations not listed here can be accommodated upon receipt and acceptance of a change order, which will include a specification and may include an estimate for the work to be charged on a time & materials basis at the applicable rate.

2.11.2. Custom Reports, Custom Ad Hoc Entities and Custom Dashboards This Statement of Work does not include the development of custom reports or ad hoc entities.

Custom reporting and dashboard requirements not listed here can be accommodated upon receipt and acceptance of a change order, which will include a specification and may include an estimate for the work to be charged on a time & materials basis at the applicable rate.

2.11.3. Specifications
Before Euna Solutions undertakes any customizations described herein, as well as integrations with other systems, and data imports, The Customer and Euna Solutions shall prepare and sign -off on the detailed specifications (“Specifications”) for the work to be performed.

2.11.4. Change Orders
Any changes to the agreed specifications, including changes requested by The Customer within the warranty period, shall be the subject of a new change order and the work to be carried out thereunder shall be separately quoted, agreed, and billed and shall not be included as part of this Statement of Work.

2.11.5. Warranty
Once completed the custom work shall be warranted by Euna Solutions in accordance with the “Technical Support Services” section of the Software License Agreement.

3.0. Project Management

3.0.1. Euna Solutions Project Management Responsibilities

1. Coordinating the development of the project plan in consultation with The Customer project manager and team members.

2. Ensure the timely execution of Euna Solutions' deliverables.

3. Ensuring that members of The Customer team are sufficiently educated in the Euna Budget application understand the implications of initial design decisions.

4. Providing The Customer with timely and detailed descriptions of the items identified as “Customer task” within this SoW, along with their expected completion dates.

5. Providing regular progress status reports to the key team members.

6. Advising The Customer of the impact on the expected delivery dates of any Euna Solutions or Customer deliverable is advanced or delayed.

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7. Tracking issues through an issue log.

8. Author and coordinate the approval of change order estimates, and the execution of the deliverables approved.

3.0.2. The Customer Project Management Responsibilities 1 Running The Customer's project according to The Customer's norms, standards, practices, and protocols.

2. Acting as primary communication point with the Euna Solutions PM.

3. Providing definitive responses to the Euna Solutions PM on all decision points.

4. Ensuring the timely execution of The Customer’s deliverables, as identified within this SoW, and advising the Euna Solutions PM of expected completion dates.

5. Ensuring that implementation training material is reviewed in a timely manner.

6. Ensuring that change orders contain a full specification of the changes required.

7. Ensuring that customizations are fully specified and documented.

8. Ensuring that all Customer team members have a clear understanding of their responsibilities to the project.

9. Approving (sign-off) Euna Solutions deliverables.

3.0.3. Project Planning

1. The project plan will be prepared by the Euna Solutions project manager in consultation with The Customer’s project manager and team members.

2. The project planning phase will determine whether Euna Budget modules are to be implemented serially or in parallel and, if serially, the order of module implementation.

3. The implementation of each Euna Budget module will involve the following stages:
a. An overview of, and training in, the module and the ways in which the module can be extended by configuration and customizations.
b. A determination of how best to configure and, if necessary, customize the module to meet the objectives of The Customer.
c. An overview of the advantages and, if present, disadvantages of the proposed configuration and customizations.
d. Documentation of the agreed configuration and customizations. e. The preparation of data import templates consistent with the agreed configuration and customizations.
f. The completion by The Customer of the data import templates. g. The import by Euna Solutions of the data import templates. h. Customer approval of the imported Euna Budget structures and data. i. The creation of custom report entities to support The Customer's reporting, where such reporting is not readily available within Euna Budget's natural data model. j. Training in the creation of (ad hoc) views, and ad hoc print reports using Microsoft Report Builder 3.0.
k. Determination of custom reporting requirements that cannot be met by the standard reports and the use of the out-of-the-box ad hoc reporting features. l. The preparation of change orders and specification for any custom reports not detailed in this Statement of Work.
m. The development by Euna Solutions of any required custom reports, whether detailed in this Statement of Work or added to the scope through a change order. n. The testing and acceptance of custom reports and report views. o. The deployment of custom reports and report views.
p. The development of an integration strategy for updating the Euna Budget database with actual result data from the financial system and the passing of budget data into the financial system.

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q. The development by The Customer of the integration components (queries, intermediate tables, file output/input etc.) which are required to access actual data from the financial system/HR System and update the financial system with budget data. r. The development by Euna Solutions of:
i. integration components which transform budget data prior to updating the financial system;
ii. integration components which transform actual result data prior to updating the Euna Budget database;
iii. integration components required to initiate the execution of integrations. s. The deployment of all integration components.
t. The testing and acceptance by The Customer of the integration components.

4. Customer Resources

1. The requirement for Customer resources is variable with:
a. The duration of the project.
b. The degree of internal Customer consultation.
c. The level of internal Customer agreement.
d. The number of customizations.
e. The familiarity of Customer staff with their General Ledger, ERP, HR, and other 3rd party systems.

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EXHIBIT C

HOSTING, MAINTENANCE, TECHNICAL SUPPORT SERVICES
(A) Hosting Services. EUNA shall provide technical support and the associated hardware infrastructure to maintain the various EUNA databases in a hosted environment. This includes performance tuning, database backups, disaster recovery availability, applying software upgrades and patches at the direction of the Customer, performing 24X7 server monitoring. Hosting Services do not include:

I. Testing customizations during an upgrade
II. Restoring a database backup required because of a Customer error III. Migrating data or reports among instances (example: from training or testing to production) EUNA may at its sole discretion, periodically make reasonable modifications or changes to the Hosting Services provided.

Customer is responsible for ensuring that its personnel have sufficient training to attain and maintain competence in the operation of the Software.

Technical support relating to the Hosting Services is available through EUNA’s normal business hours, Monday through Friday, 8:00am through 8:00pm, Eastern Standard Time on Business Days. Extended coverage is available for an additional fee. EUNA will provide an initial response to all properly submitted support requests within two (2) business hours of initial submission.
(B) Product Maintenance. On an as -available basis, EUNA will provide enhancements, modifications or upgrades to the Software as EUNA may from time to time make available to its Customers generally (“Updates”) but excluding any New Product (a “New Product” being a solution which, in EUNA’s determination and subject to general industry standards, does not replace the Software licensed hereunder.) Updates do not include:

I. Platform extensions including product extensions to (i) different hardware platforms; (ii) different windowing system platforms; (iii) different operating system platforms II. New applications
III. Services associated with the application or installation of Updates If requested, EUNA will provide assistance in the testing of any site-specific customizations. EUNA will provide a quote for any required rework associated with customizations resulting from the upgrade. (C) Technical Support Services. EUNA will provide phone and e-mail based technical support of a reasonable nature as described herein. A technical support incident or problem is a single user defined problem seeking resolution. It must be related to the original intent and design of the software. Technical Support Services include the support of EUNA supplied integrations that have not been modified by the Customer. Each Technical Support Service incident is deemed closed when a remedy, workaround, or recommendation for the installation of a current maintenance release has been offered, and a commercially reasonable effort has been made to restore operation to the original intent and design of the Software. Technical Support Service does not include:

I. Custom programming services;
II. On-site support;
III. Customer developed interfaces, API interactions, or customizations; IV. Customer developed reports;
V. End-User training or re-training;
VI. Customer hardware or network issues;
VII. Correction of data issues derived from user error or Software misuse; VIII. Changes to EUNA developed custom reports or Permitted Customizations (including EUNA supplied custom business rules or customized user screens) that are outside the scope of the accepted specification, Statement of Work, or authorized change requests;

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IX. Corrections to EUNA developed custom reports or Permitted Customizations beyond six (6) months from the date of delivery (the upgrade protection period); and X. Changes to integration functionality made necessary due to Customer server modifications/replacement, or changes by upgrades or changes to the integrated financial system software or hardware.

EUNA may at its sole discretion, periodically make reasonable modifications or changes to the Technical Support Services and/or Product Maintenance Services provided.

Customer is responsible for ensuring that its personnel have sufficient training to attain and maintain competence in the operation of the Software.

Technical Support Service is available through EUNA’s normal business hours, Monday through Friday, 8:00am through 8:00pm, Eastern Standard Time on Business Days. Extended coverage is available for an additional fee.

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City Council
December 4, 2024

STAFF REPORT

To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Ruby D. Walla, Director of Finance
Subject: Successor Agency Resolution Nos. 2024-47 and 2024-48 approving the Recognized Obligations Payment Schedule (ROPS24-25) and the related Administrative Budgets for the fiscal year period of July 1, 2025 to June 30, 2026

RECOMMENDATION:

Adopt Resolution Nos. 2024-47 and 2024-48 to approve the Recognized Obligation Payment Schedule (ROPS) for the period of July 1, 2025 to June 30, 2026 (“ROPS25-26”) and the two corresponding six-month Administrative Budgets (“Administrative Budget 25-26A” and “Administrative Budget 25-26B”), and authorize staff to submit the ROPS and Administrative Budgets to Riverside County’s Countywide Oversight Board.

SUMMARY:

The attached proposed Resolutions (ATTACHMENTS A and B) serve to approve the one-year ROPS (ROPS25-26) and the Agency’s Administrative Budgets, respectively, for the next fiscal year period. The ROPS provides cost projections for enforceable obligations such as repayment of the tax allocation bonds, and Administrative Budgets. Upon adoption of the proposed Resolutions, staff will submit the approved ROPS and the Administrative Budgets to the Countywide Oversight Board for approval and final submittal to the State Department of Finance by February 1, 2025.

BACKGROUND INFORMATION:

Preparation and Approval of the Recognized Obligation Payment Schedule (ROPS):

Pursuant to Health and Safety Code (HSC), Section 34177, the Successor Agency must prepare a Recognized Obligation Payment Schedule (ROPS) listing the anticipated payments for enforceable obligations to be made during each specified fiscal period. Adoption of Resolution Nos. 2024-47 attached as “ATTACHMENT A” will approve the ROPS for the periods of July 1, 2025 through June 30, 2026 (ROPS25-26). Previously, at the time of dissolution of RDAs, each ROPS covered a six- month period (commencing January 1 and July 1, respectively). SB 107, which was enacted in September 2015, amended HSC Section 34177 to provide that, beginning with the ROPS covering the period from July 1, 2016 through July 30, 2017, the Successor Agency must prepare a ROPS annually (instead of twice a year). Since then, the Indio Successor Agency has been submitting a yearly ROPS. SB 107 also amended HSC Section 34179 to extend from July 1, 2016 to July 1, 2018, the date on which a separate oversight board for each successor agency would be replaced by a single countywide oversight board for all successor agencies. Accordingly, pursuant to HSC Section 34179, a Countywide Oversight Board for the County of Riverside (Countywide Oversight AGENDA ITEM #15.6
Successor Agency Resolution Nos. 2024-47 and 2024-48 approving the Recog... Page 144 of 310 Board) has now been established, and any Successor Agency actions required by the HSC to be submitted to an oversight board now must be submitted to the Riverside Countywide Oversight Board.

After the Agency’s Board approval, each ROPS must be approved by the Countywide Oversight Board, and subsequently submitted to the County Auditor-Controller, the State Controller, as well as the State Department of Finance (DOF). For this latest ROPS submittal round, the Countywide Oversight Board-approved ROPS must be submitted to the DOF no later February 1, 2025. A copy of the Countywide Oversight Board-approved ROPS must also be posted on the Successor Agency’s website.

The DOF may eliminate or modify any item on the ROPS before approving the ROPS. The DOF must make its determination regarding the enforceable obligations and the amount and funding source for each enforceable obligation listed on each ROPS no later than April 15, following the submittal of the ROPS by the Countywide Oversight Board. Within five (5) business days of the DOF’s determination, the Successor Agency may request to “meet and confer” with the DOF on disputed items, if any. The meet and confer period may vary, but an untimely submission of the ROPS may result in a meet and confer period of less than (30) days.

The County Auditor-Controller may object to the inclusion of any item on the ROPS that is not demonstrated to be an enforceable obligation and may object to the funding source proposed for any item. If the County Auditor-Controller has any objections to ROPS expense line-items, the County Auditor-Controller must provide notice of its objections to the DOF, the Successor Agency and the Countywide Oversight Board at least (60) days before disbursements from the Redevelopment Property Tax Trust Fund (RPTTF) are required to be made to the Agency.

Preparation and Approval of the Agency’s Administrative Budgets:

Pursuant to Section 34177(j) of the HSC, the Successor Agency is required to prepare proposed Administrative Budgets for each six-month period corresponding to the ROPS fiscal year period, and must submit these budgets to the Countywide Oversight Board for approval. Resolution 2023-46, attached as ATTACHMENT B, serves to approve the Administrative Budgets for the periods of July 1, 2025 through December 31, 2025 (Administrative Budget 25-26A), and January 1, 2026 through June 30, 2026 (Administrative Budget 25-26B), and authorize the submittal to the Countywide Oversight Board. The Administrative Budgets are set forth in Exhibit A of the associated Resolution (Attachment B), and corresponding line items for the items listed in the Administrative Budgets are contained in ROPS25-26 and identified as such.

Each Administrative Budget must include all of the following: (1) estimated amounts for Successor Agency administrative costs for the applicable six-month fiscal period; (2) proposed sources of payment for the administrative costs; and (3) proposals for arrangements for administrative and operations services provided by the City of Indio (the “City”) or other entity. HSC Section 34177 is unclear regarding the required timing for the submission of the proposed Administrative Budgets to the Countywide Oversight Board. However, because the Successor’s Agency’s administrative expenditures also have to be reflected on the Successor Agency’s ROPS, the Administrative Budgets should be consistent with what is included in the ROPS. Under HSC Section 34171(b), the calculated maximum amount of administrative costs that may be paid by the Indio Successor Agency, based on an established formula, is currently $250,000 per ROPS period.

During the preparation of the ROPS and Administrative Budgets, Successor Agency staff received notification from the COB that the DOF is asserting "that the Oversight Board has the authority to determine whether a request for administrative costs can be adjusted and reduced during its review and approval of a ROPS as described in HSC section 34171 (b) (3)." As such, the COB is encouraging all successor agencies to obtain Successor Agency Boards' approval of the ROPSs and Administrative Budgets, and that the "Successor Agencies carefully review their administrative

Successor Agency Resolution Nos. 2024-47 and 2024-48 approving the Recog... Page 145 of 310 cost allowance, provide breakdown/justification of the requested amounts, and be prepared into the record of the Oversight Board meeting the justifications for the requested administrative cost allowance." Staff has prepared the Administrative Budgets to account for anticipated expenses associated with the administration of the Successor Agency and has determined that the costs are reasonable. Staff will provide additional justification and back-up documentation as may be needed by the COB or DOF. In general, the expenses included in the Administrative Budgets of the Indio Successor Agency are justifiable, reasonable and account for costs anticipated to be incurred for activities such as paying legal and auditing services of the Successor Agency, paying Internal Service Fees/Charges attributed to the cost sharing for office space, computer hardware/software, equipment, etc. as well as costs of respective operations staff and management personnel that helps to implement and manage the ROPS and the Agency.

Penalties for Failure to Make Timely Submission:

If the Successor Agency does not submit a Countywide Oversight Board-approved ROPS by February 1 as required, the City of Indio will be subject to a civil penalty of $10,000 per day for every day that ROPS is not submitted to the DOF. The penalty will be paid to the County Auditor- Controller for distribution to the taxing entities. If the Successor Agency does not submit the ROPS in a timely manner, creditors of the Successor Agency, the DOF, and affected taxing entities may request a writ of mandate to require the Successor Agency to immediately perform this duty.

Additionally, if the Successor Agency does not submit the ROPS within (10) days of the February 1 deadline, the Successor Agency’s maximum administrative cost for that period will be reduced by 25 percent. If the Successor Agency fails to submit an Oversight Board-approved ROPS to the DOF within five (5) business days of “the date upon which the ROPS is to be used to determine the amount of property tax allocations,” the DOF may order the County Auditor-Controller to withhold a scheduled RPTTF disbursement to the Successor Agency pending the DOF’s review of the related ROPS. In conjunction with such a withholding, the DOF may order the County Auditor-Controller to disburse to the taxing entities money from the RPTTF that the DOF determines to be in excess of the amount needed for enforceable obligations.

ROPS25-26 EXPENDITURE AND FUNDING SOURCE SUMMARY

The ROPS identifies a total of $7,673,963 in payment obligations (expenditures) for the ROPS period of July 1, 2025 to June 30, 2026. The payments will be made from a variety of non-City (or non-General Fund) funding sources available to the Successor Agency (SA), including the SA’s main source of funding called the Redevelopment Property Tax Trust Fund (RPTTF). RPTTF is typically characterized as the funding that replaced the former Redevelopment Agency’s (RDA’s) primary source of financing which was known as Tax Increment Financing during the pre-RDA- Dissolution era.

The distribution of Tax Increment Financing to the former RDA was formula based and took into account increases in assessed property values within the RDA’s eligible Project Areas. As assessed property values increased within a Project Area, the former Redevelopment Agency would receive a share of the collected property taxes from the County of Riverside based on a formula.

The RDA would in turn allocate a portion of those funds to fund housing and non-housing as was required by State Redevelopment Law. Eighty percent (80%) of the tax increment the former RDA would receive would be used to fund non-housing Redevelopment Projects or Programs that resulted in the reduction or elimination of slum and blight and the increase of economic vitality. The projects would include financial assistance to private developers for commercial/retail development.

Other eligible uses of those funds included various forms of business assistance loans/grants, funding of public and/or private property acquisition and/or public infrastructure improvement projects, and other projects that would result in the enhancement of the RDA Project Areas.

Successor Agency Resolution Nos. 2024-47 and 2024-48 approving the Recog... Page 146 of 310 The RDA was also required to set aside twenty percent (20%) of the Tax Increment Funds received each year to fund affordable housing projects that would benefit households earning no more than 120% of the Area Median Income (AMI). These set-aside funds were deposited into a restricted fund, which was called the Low and Moderate Income Housing Fund (LMIHF). This fund name was subsequently changed upon RDA Dissolution and is now called the Low and Moderate Income Housing Asset Fund (LMIHAF). The new LMIHAF is an asset of the Indio Housing Authority, which serves as the Housing Successor of the former RDA. As the Housing Successor, the Indio Housing Authority, assumed all housing functions and responsibilities, and retained all housing assets, of the former RDA including the LMIHAF ("Housing Fund").

Another source of funds that are available to the SA to pay obligations listed on the ROPS include funding known as “Other” funds. Other funds include non-RPTTF funds (revenue) the SA has received from rent payments made to the SA, interest earned, property sale proceeds, or other non- RPTTF revenue. The SA no longer owns, manages or operates properties; therefore, there is no rent or sale proceeds anticipated to be received.

The ROPS document also includes a funding source described as “Reserves.” These Reserve Funds are distinct from, and are not associated with, the City’s Reserve Fund. Within the ROPS context, reserves are a funding source that includes funding that has been previously retained by the SA for use in future years. These SA Reserve Funds can only be used to pay for Successor Agency expenditures, which have been identified in the ROPS and approved per the ROPS approval process.

The various SA funds and their use are reviewed and approved by the County of Riverside Auditor- Controller’s Office as well as by the State Department of Finance (DOF) on a yearly basis.

ROPS Expenditures: The ROPS Detail Sheet lists projected expenditures for the ROPS period and identifies the source of available funding to be used. The following subsections provide a summary of expenditure categories and highlight specific expenditures by line items as identified in the ROPS25-26.

Bond Debt Service (ROPS Line Items 2, 3, & 43):

During the ROPS25-26 period, bond debt service payments (or “bond payments”) are due for the 2004A, 2008A, 2018A Subordinate (Sub) Tax Allocation Bonds (TAB). The year reference in the bond name represents the year the bond was issued. Generally, prior to the dissolution/elimination of RDAs by the State in 2012, bonds were issued for the purpose of generating significant RDA revenue to complete eligible redevelopment projects. The use of the bond proceeds are subject to IRS code restrictions/regulation.

The bond payments listed in the proposed ROPS25-26 total $4,677,865 comprised of $2,464,968 in bond payment from the SA Reserve funds and$2,212,897in bond debt service payments from the RPTTF. A brief description of the Outstanding Bond Debt items identified in the ROPS25-26 follows:
 (ROPS Line Item 2) Bond 2004A TAB ($709,030) payment– has a maturity date of 8/15/2033 and will have an outstanding debt balance of $6,670,000 as of 6/30/2025.  (ROPS Line Item3) 2008A Sub TAB ($1,444,536) payment– has a maturity date of 8/15/2035 and will have an outstanding debt balance of $9,800,000 as of 6/30/2025.  (ROPS Line Item 43) 2018A Sub TAB ($2,524,299) payment– has a maturity date of 8/15/2035 and will have an outstanding debt balance of $19,055,000 as of 6/30/2025.

Successor Agency Resolution Nos. 2024-47 and 2024-48 approving the Recog... Page 147 of 310 Administrative Allowance (Expenses):

In accordance with State Law, the proposed ROPS includes Indio’s maximum allowed Administrative Allowance amount of $250,000 to cover administrative expenses of the Successor Agency. Exhibit A of Resolution 2022-45 specifies the following administrative expenses:

 (ROPS Line Item 8) Legal Fees ($5,000)
 (ROPS Line Item 30) Auditing Services ($4,000)
 (ROPS Line Item 33) RDA Employee Payroll Costs ($203,000)  (ROPS Line Item 35) Internal Service Charges ($38,000)

Miscellaneous:

There are additional expenses listed on the ROPS in the amount totaling $2,531,098 that will be partially covered from the Reserve Fund in the amount of $200,000 and $2,331,098 from the RPTTF as identified in the ROPS25-26 as follows:

 (ROPS Line Item 7) Payments to Fiscal Agent ($15,000) – This amount is for payment of the outside agency that is responsible for the management and administration (oversight) of the bonds. The bonds require this type of oversight.

 (ROPS Line Item 27) NSP-2 HUD Housing Grant ($200,000) –These funds are listed as Reserve Funds restricted to be used as leverage funding to help fund property acquisition, rehabilitation and resale activities through the City’s Neighborhood Stabilization Program 2 (NSP2). These funds were retained upon RDA Dissolution as a result of a formal audit of the LMIHF (called the Housing Due Diligence Review) conducted in 2013, which established this as an enforceable obligation, and the Successor Agency was allowed to retain these funds.

These funds were subsequently transferred to the Housing Successor as housing assets; however, these funds are continued to be listed in the ROPS as required by law.

 (ROPS Line Item 37) Reserve for Future Bond Debt ($2,531,098) – This is money that the Successor Agency will be setting aside and carry over to make future bond debt service payments in FY 2026-2027.

Report of Cash Balances July 1, 2022 through June 30, 2023:

As required, the Successor Agency is required to conduct a fund reconciliation of funds from the ROPS from the two prior fiscal budget years in order to determine the amount of available unspent funds that can be used to pay for obligations listed on the proposed ROPS. This is done to ensure the SA use all available funds prior to receiving additional RPTTF funds for the payment of enforceable obligations listed in the ROPS. Agencies are also required to report the actual expenditures expended three years prior to the proposed ROPS, and include balances for all available funding sources. The ROPS’ Report of Cash Balances form captures this information and is included as part the ROPS and included in the County’s review and DOF’s ultimate approval of the ROPS.

FINANCIAL SUMMARY:

Current FY Financial 0 In current year budget: N/A

Successor Agency Resolution Nos. 2024-47 and 2024-48 approving the Recog... Page 148 of 310 Impact:

Current FY General
Fund Impact:
0 Budget adjustment: N/A
Next FY Financial
Impact:
7,673,963 Strategic Objective:

Source of funds: N/A Fund-Org-Object
Reference:

N/A

Additional Financial Details:

The preparation and submittal of the subject ROPS and the respective Administrative Budgets is for the purpose of allowing the Successor Agency to pay its enforceable obligations and administrative expenses for the period from July 1, 2025 to June 30, 2026 (contingent upon further approval by the Countywide Oversight Board and State Department of Finance). The fiscal impacts are detailed in the proposed ROPS and Administrative Budgets contained in the ROPS. In general, approval of the ROPS and Administrative Budgets authorizes the total expenditure of $7,673,963 to pay for confirmed Successor Agency financial obligations.

ATTACHMENTS:

SA Resolution 2024-47 - ROPS 25-26
SA Resolution 2024-48 - Admin Budget 25-26
25-26 ROPS Draft 11.26.24

APPROVAL(S):

Ruby D. Walla, Director of Finance Approved - 27 Nov 2024 Steven Graham Pacifico, City Attorney Approved - 27 Nov 2024 Jonathan Nicks, Assistant City Manager Approved - 27 Nov 2024

Successor Agency Resolution Nos. 2024-47 and 2024-48 approving the Recog... Page 149 of 310 1 RESOLUTION NO. 2024-47

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE

CITY OF INDIO APPROVING A RECOGNIZED OBLIGATION PAYMENT SCHEDULE (ROPS) FOR FISCAL PERIOD JULY 1, 2025 TO JUNE 30, 2026 ("ROPS25-26"), PURSUANT TO HEALTH AND SAFETY CODE
SECTION 34177 AND TAKING CERTAIN RELATED ACTIONS
WHEREAS, Pursuant to Health and Safety Code Section 34177(o), the Successor Agency to the Indio Redevelopment Agency (the "Successor Agency") must prepare a Recognized Obligation Payment Schedule listing the anticipated payments for enforceable obligations to be made by the Successor Agency during the fiscal period from July 1, 2025 through June 30, 2026 ("ROPS25-26") and submit ROPS25-26 to the oversight board of the Successor Agency (the "Countywide Oversight Board") for approval; and,
WHEREAS, Pursuant to Health and Safety Code Section 34177(l)(2)(B), at the same time that the Successor Agency submits ROPS22-23 to the Countywide Oversight Board for approval, the Successor Agency must submit a copy of such ROPS to the State Department of Finance (the "DOF"), the County administrative officer, and the County Auditor-Controller; and,
WHEREAS, Pursuant to Health and Safety Code Section 34177(l)(2)(C) and Section 34177(o)(1), the Successor Agency must: (i) submit the Countywide Oversight Board-approved ROPS25-26 to the DOF, the Office of the State Controller, and the County Auditor-Controller no later than February 1, 2025, and (ii) post a copy of the Countywide Oversight Board-approved ROPS on the Successor Agency's website.

NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SUCCESSOR

AGENCY TO THE INDIO REDEVELOPMENT AGENCY DOES RESOLVE,
DECLARE, DETERMINE AND ORDER AS FOLLOWS:

Section 1.The above recitals are true and correct and are a substantive part of this Resolution.

Section 2.ROPS25-26, substantially in the form attached hereto as Exhibit A, is hereby approved. The Executive Director of the Successor Agency, in consultation with the Successor Agency's legal counsel, may modify the ROPS as the Executive Director or the Successor Agency's legal counsel deems necessary or advisable.

Section 3.This Board hereby represents and warrants to the Countywide Oversight Board that it examined all of the items on ROPS25-26 and finds that each of them is necessary for the continued operations and administration of the ongoing

Successor Agency Resolution Nos. 2024-47 and 2024-48 approving the Recog... Page 150 of 310 2 enforceable obligations by the Successor Agency, until the expeditious wind-down of the affairs of the former Redevelopment Agency of the City of Indio by the Successor Agency.

Section 4.Staff is hereby authorized and directed to submit a copy of ROPS25-26 to the Countywide Oversight Board for approval and, at the same time, transmit a copy of ROPS25-26 to the DOF, the County Auditor-Controller and the County administrative officer as designated by the County.

Section 5. Staff is hereby authorized and directed to submit a copy of Countywide Oversight Board-approved ROPS25-26 to the DOF, the Office of the State Controller, and the County Auditor-Controller. If the Countywide Oversight Board has not approved ROPS25-26 by February 1, 2025, Staff is hereby authorized and directed to transmit ROPS25-26 to the DOF, the Office of the State Controller, and the County Auditor-Controller by February 1, 2025, with a written notification regarding the status of the Countywide Oversight Board's review. Written notice and information regarding the action of the Countywide Oversight Board shall be provided to the DOF by electronic means and in a manner of DOF's choosing.

Section 6. Staff is hereby authorized and directed to post a copy of the Countywide Oversight Board-approved ROPS25-26 on the Successor Agency's Internet website (being a page on the Internet website of the City of Indio).

Section 7. The officers and the other Staff members of the Successor Agency are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable to effectuate this Resolution, including but not limited to requesting additional review by the DOF and an opportunity to meet and confer on any disputed items, and making adjustments to ROPS25-26 pursuant to the DOF's instructions, and any such actions previously taken are hereby ratified and confirmed.

PASSED, APPROVED AND ADOPTED this 4th day of December, 2024. _____________________________

LUPE RAMOS AMITH
CHAIR
ATTEST:
________________________________

SABDI SANCHEZ, CMC

Successor Agency Resolution Nos. 2024-47 and 2024-48 approving the Recog... Page 151 of 310 3 SECRETARY

Successor Agency Resolution Nos. 2024-47 and 2024-48 approving the Recog... Page 152 of 310 1 RESOLUTION NO. 2024-48

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

SUCCESSOR AGENCY TO THE INDIO REDEVELOPMENT AGENCY

APPROVING PROPOSED ADMINISTRATIVE BUDGETS FOR THE SIX-
MONTH FISCAL PERIODS FROM JULY 1, 2025 THROUGH
DECEMBER 31, 2025 AND FROM JANUARY 1, 2026 THROUGH JUNE 30, 2026, AND TAKING CERTAIN RELATED ACTIONS
WHEREAS, each proposed Administrative Budget shall include all of the following: (1) estimated amounts for Successor Agency administrative costs for the upcoming six-month fiscal period; (2) proposed sources of payment for the costs identified in (1); and, (3) proposals for arrangements for administrative and operations services provided by the City of Indio or another entity; and, WHEREAS, pursuant to Health and Safety Code Section 34177(k), the Successor Agency is required to provide administrative cost estimates, from its approved Administrative Budget that are to be paid from property tax revenues deposited in the Redevelopment Property Tax Trust Fund, to the County Auditor- Controller for each six month fiscal period; and,
WHEREAS, there has been presented to this Board for approval, the Successor Agency's proposed Administrative Budgets for the six-month fiscal periods from July 1, 2025 through December 31, 2025 ("Administrative Budget 25-26A") and from January 1, 2026 through June 30, 2026 ("Administrative Budget 25-26B"), together, the "Administrative Budgets".

NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SUCCESSOR

AGENCY TO THE INDIO REDEVELOPMENT AGENCY DOES RESOLVE,
DECLARE, DETERMINE AND ORDER AS FOLLOWS:

Section 1.The above recitals are true and correct and are a substantive part of this Resolution.

Section 2. Each of Administrative Budget 25-26A and Administrative Budget 25-26B, substantially in the form attached hereto as Exhibit A, is hereby approved.

Section 3.The Executive Director of the Successor Agency, in consultation with the Successor Agency's legal counsel, may modify the Administrative Budgets as the Executive Director or the Successor Agency's legal counsel deems necessary or advisable.

Section 4.This Board hereby represents and warrants to the Countywide Oversight Board that it examined all of the items on each of Administrative Budget 25- 26A and Administrative Budget 25-26B, and finds that each of them is necessary for

Successor Agency Resolution Nos. 2024-47 and 2024-48 approving the Recog... Page 153 of 310 2 the continued operations and administration of the ongoing enforceable obligations by the Successor Agency, until the expeditious wind-down of the affairs of the former Redevelopment Agency of the City of Indio by the Successor Agency.

Section 5.Staff is hereby authorized and directed to submit the proposed Administrative Budgets to the Countywide Oversight Board for approval.

Section 6. The officers and other staff members of the Successor Agency are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable to effectuate this Resolution and the Administrative Budgets and any such actions previously taken are hereby ratified and confirmed.

PASSED, APPROVED AND ADOPTED this 4th day of December, 2024. _______________________________

LUPE RAMOS AMITH
CHAIR
ATTEST:
________________________________

SABDI SANCHEZ, CMC

SECRETARY

Successor Agency Resolution Nos. 2024-47 and 2024-48 approving the Recog... Page 154 of 310 Recognized Obligation Payment Schedule (ROPS 25-26) - Summary Filed for the July 1, 2025 through June 30, 2026 Period Successor Agency: Indio
County: Riverside
Current Period Requested Funding for Enforceable
Obligations (ROPS Detail)
25-26A Total
(July -
December)
25-26B Total
(January -
June)
ROPS 25-26
Total
A Enforceable Obligations Funded as Follows (B+C+D) $ 2,464,968 $ 200,000 $ 2,664,968 B Bond Proceeds - - -
C Reserve Balance 2,464,968 200,000 2,664,968
D Other Funds - - -
E Redevelopment Property Tax Trust Fund (RPTTF) (F+G) $ 1,421,962 $ 3,587,033 $ 5,008,995 F RPTTF 1,296,962 3,462,033 4,758,995
G Administrative RPTTF 125,000 125,000 250,000
H Current Period Enforceable Obligations (A+E) $ 3,886,930 $ 3,787,033 $ 7,673,963 Certification of Oversight Board Chairman:

Name Title
Pursuant to Section 34177 (o) of the Health and Safety
code, I hereby certify that the above is a true and
accurate Recognized Obligation Payment Schedule for
the above named successor agency. /s/
Signature Date

Successor Agency Resolution Nos. 2024-47 and 2024-48 approving the Recog... Page 155 of 310 Indio
Recognized Obligation Payment Schedule (ROPS 25-26) - ROPS Detail July 1, 2025 through June 30, 2026

A B C D E F G H I J K L M N O P Q R S T U V W
Item
#
Project
Name
Obligation
Type
Agreement
Execution
Date
Agreement
Termination
Date
Payee Description Project
Area
Total
Outstanding
Obligation
Retired
ROPS
25-26
Total
ROPS 25-26A (Jul - Dec)
25-26A
Total
ROPS 25-26B (Jan - Jun)
25-26B
Total
Fund Sources Fund Sources
Bond
Proceeds
Reserve
Balance
Other
Funds RPTTF Admin
RPTTF
Bond
Proceeds
Reserve
Balance
Other
Funds RPTTF Admin
RPTTF
$38,521,098 $7,673,963 $- $2,464,968 $- $1,296,962 $125,000 $3,886,930 $- $200,000 $- $3,462,033 $125,000 $3,787,033 2 2004A
Taxable Tax
Allocation
Bonds
Bonds Issued
On or Before
12/31/10
07/01/
2004
08/15/2033 Union
Bank Of
California
Bonds to
Finance
Redevelopment
Projects
Merged 6,670,000 N $709,030 - 498,925 - - - $498,925 - - - 210,105 - $210,105 3 2008A
Subordinate
Tax
Allocation
Bonds
Bonds Issued
On or Before
12/31/10
11/01/
2007
08/15/2035 Union
Bank Of
California
Bonds to
Finance
Redevelopment
Projects
Merged 9,800,000 N $1,444,536 - 1,173,543 - - - $1,173,543 - - - 270,993 - $270,993 7 Payments
to Fiscal
Agent and
Bond
Services
Fees 08/01/
2097
08/15/2035 Union
Bank/
Willman
Financial
Payments to
Fiscal Agent
and Services
per Bond
Agreement
Merged 15,000 N $15,000 - - - 15,000 - $15,000 - - - - - $- 8 Legal
Services
Agreement
Admin Costs 09/01/
2011
06/30/2026 Richards,
Watson &
Gershon
Agency Legal
Services
Merged 5,000 N $5,000 - - - - 2,500 $2,500 - - - - 2,500 $2,500 27 NSP-2 HUD
Housing
Grant
Miscellaneous 07/01/
2009
06/30/2024 Rancho
Housing
Alliance,
Inc. and
Various
other
Contractors
Leverage
Funding per
NSP2
Agreement w/
HUD
Merged 200,000 N $200,000 - - - - - $- - 200,000 - - - $200,000 30 Auditing
Services
Admin Costs 02/01/
2012
06/30/2026 Various
Vendors
State
Mandated
Audits and
Reviews
Merged 4,000 N $4,000 - - - - 2,000 $2,000 - - - - 2,000 $2,000 33 RDA
Employee
Payroll
Costs
Admin Costs 01/01/
2014
06/30/2026 Employees
of Agency
Payroll/Benefits
for Employees
Merged 203,000 N $203,000 - - - - 101,500 $101,500 - - - - 101,500 $101,500 35 Internal
Service
Charges
Admin Costs 01/01/
2014
06/30/2026 City of
Indio
Building,
computers,
centralized
services
Merged 38,000 N $38,000 - - - - 19,000 $19,000 - - - - 19,000 $19,000 37 Reserve for
Future
Bond Debt
Reserves 02/01/
2012
06/30/2026 Bonds Reserve for
Future Bond
Debt Service
Payment per
AB1484
Merged 2,531,098 N $2,531,098 - - - - - $- - - - 2,531,098 - $2,531,098 43 2018 Bonds Issued 12/20/ 08/15/2035 Union Refunding 19,055,000 N $2,524,299 - 792,500 - 1,281,962 - $2,074,462 - - - 449,837 - $449,837

Successor Agency Resolution Nos. 2024-47 and 2024-48 approving the Recog...Page 156 of 310

A B C D E F G H I J K L M N O P Q R S T U V W
Item
#
Project
Name
Obligation
Type
Agreement
Execution
Date
Agreement
Termination
Date
Payee Description Project
Area
Total
Outstanding
Obligation
Retired
ROPS
25-26
Total
ROPS 25-26A (Jul - Dec)
25-26A
Total
ROPS 25-26B (Jan - Jun)
25-26B
Total
Fund Sources Fund Sources
Bond
Proceeds
Reserve
Balance
Other
Funds RPTTF Admin
RPTTF
Bond
Proceeds
Reserve
Balance
Other
Funds RPTTF Admin
RPTTF
Subordinate
Tax
Allocation
Refunding
Bonds,
Series A
After 12/31/10 2018 Bank

Successor Agency Resolution Nos. 2024-47 and 2024-48 approving the Recog...Page 157 of 310 Indio
Recognized Obligation Payment Schedule (ROPS 25-26) - Report of Cash Balances July 1, 2022 through June 30, 2023
(Report Amounts in Whole Dollars)
Pursuant to Health and Safety Code section 34177 (l), Redevelopment Property Tax Trust Fund (RPTTF) may be listed as a source of payment on the ROPS, but only to the extent no other funding source is available or when payment from property tax revenues is required by an enforceable obligation.

A B C D E F G H
ROPS 22-23 Cash Balances
(07/01/22 - 06/30/23)
Fund Sources
Comments
Bond Proceeds Reserve Balance Other Funds RPTTF
Bonds issued
on or before
12/31/10
Bonds issued
on or after
01/01/11
Prior ROPS
RPTTF and
Reserve
Balances retained
for future
period(s)
Rent, grants,
interest, etc.

Non-Admin
and Admin

1 Beginning Available Cash Balance (Actual 07/01/22)
RPTTF amount should exclude "A" period distribution
amount.
1,474,556 2 2,506,249 23,695
2 Revenue/Income (Actual 06/30/23)
RPTTF amount should tie to the ROPS 22-23 total
distribution from the County Auditor-Controller
56,470 3,449 - 91,498 5,339,129 G2 cell represents RPTTF approved for FY22/23 per DOF
3 Expenditures for ROPS 22-23 Enforceable Obligations
(Actual 06/30/23)
8,532 2,157 1,112,794 - 5,536,657
4 Retention of Available Cash Balance (Actual 06/30/23) RPTTF amount retained should only include the amounts
distributed as reserve for future period(s)
1,494,852 2,266,284 - - E4 cell represents total Reserve Balance in ROPS 22/23
5 ROPS 22-23 RPTTF Prior Period Adjustment
RPTTF amount should tie to the Agency's ROPS 22-23 PPA
form submitted to the CAC
No entry required 32,892 G5 cell represents 22/23 PPA Difference 6 Ending Actual Available Cash Balance (06/30/23)
C to F = (1 + 2 - 3 - 4), G = (1 + 2 - 3 - 4 - 5)
$27,642 $1,294 $(872,829) $91,498 $(206,725)

Successor Agency Resolution Nos. 2024-47 and 2024-48 approving the Recog...Page 158 of 310 Indio
Recognized Obligation Payment Schedule (ROPS 25-26) - Notes July 1, 2025 through June 30, 2026
Item # Notes/Comments
2 3
7 8
27 30
33 35
37 43

Successor Agency Resolution Nos. 2024-47 and 2024-48 approving the Recog... Page 159 of 310 City of Indio
City Council
December 4, 2024

STAFF REPORT

To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Reymundo Trejo, P.E., IWA General Manager
Subject: Agreement between Indio Water Authority and CentralSquare Technologies for Software as a Service subscription for Naviline Utility Billing, in the amount of $ 115,222.33.

RECOMMENDATION:

Approve the Software as a Service agreement between the Indio Water Authority and CentralSquare Technologies, LLC in the amount of $115,222.33 for the term of one year.

SUMMARY:

The Software-as-a-Service (SaaS) agreement between the Indio Water Authority (IWA) and Central Square Technologies will allow the migration of the Indio Water Authority’s on-premises utility billing server (Naviline) to a cloud environment. The cost of implementation is $115,222.33, with an annual cost of $102,532.33 thereafter.

BACKGROUND INFORMATION:

For over a decade IWA has been renewing annual agreements with Central Square Technologies and operating its Naviline Utility Billing software on a single physical IBM server, housed in the Corporate Yard server room. While this server remains operational, the physical server represents a single point of failure. Additionally, IBM has announced the end of support for the current hardware as of 01/31/2026. A move to a cloud environment would mitigate the single point of failure risk and provide much needed redundancy for IWA’s critical billing systems. The billing system allows IWA to provide monthly billing services to its 25,000 customers that includes water consumption data access, and integrations to other information system to better serve customers. Furthermore, isolating the billing system from the Corporate Yard network will provide an additional layer of security, will all communications to the cloud environment secured by a virtual-private-network.

Additionally, should the IWA Board approve the SaaS Agreement with CentralSquare prior to December 31st, 2024, a discount of $5,000 will be applied to the annual cost for a total of $115,222.33.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$115,222.33 In current year budget: Yes
Current FY General
Fund Impact:

N/A Budget adjustment: No
Next FY Financial $102,532.33 Strategic Objective: Financial & Environmental
AGENDA ITEM #15.7
Agreement between Indio Water Authority and CentralSquare Technologies f... Page 160 of 310 Impact: Sustainability
Source of funds: Information Technology Fund-Org-Object Reference:
8106715 - 531018

ATTACHMENTS:

Attachment 1 - CentralSquare Solutions Agreement with IWA Attachment 2 -NaviLine Migration to Cloud SOW SR-112951

APPROVAL(S):

Reymundo Trejo, P.E., IWA General Manager Approved - 20 Nov 2024 Steven Graham Pacifico, City Attorney Approved - 25 Nov 2024 Ruby D. Walla, Director of Finance Approved - 25 Nov 2024 Bryan H. Montgomery, City Manager Approved - 26 Nov 2024

Agreement between Indio Water Authority and CentralSquare Technologies f... Page 161 of 310 CST-2024-102685
CentralSquare Solutions Agreement
This CentralSquare Solutions Agreement (the " Agreement"), effective as of the latest date shown on the signature block below (the "Effective Date"), is entered into between Superion LLC, a CentralSquare Technologies, LLC company with its principal place of business in Lake Mary, FL ("CentralSquare") and Indio Water Authority, CA ("Customer"), together with CentralSquare, the "Parties", and each, a "Party".

WHEREAS, Customer entered into a prior agreement for Software products with Superion, LLC, a CentralSquare Technologies, LLC company; and
WHEREAS, Customer is a currently licensed end user of the Superion Software; and WHEREAS, through asset purchase, CentralSquare is the owner of all Superion Software products, services, and contractual obligations; and
WHEREAS, Customer desires to discontinue use of the Superion Software products and upgrade to the CentralSquare Software solution identified in Exhibit 1 to this Agreement; and WHEREAS, this Agreement shall replace and supersede any and all prior agreements directly related to the Superion Software products being replaced by this Agreement.

WHEREAS, CentralSquare licenses and gives access to certain software applications (“Solutions”) to its customers and also provides maintenance, support, migration, installation and other professional services; and WHEREAS, Customer desires to license and/or gain access to certain Solutions and receive professional services described herein, and CentralSquare desires to grant and provide Customer license and access to such offerings as well as to provide support an d maintenance, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, by the signatures of their duly authorized representative below, the Parties intending to be legally bound, agree to all of the following provisions and exhibits of this Agreement:

Superion LLC, a CentralSquare Technologies, LLC
company Indio Water Authority

1000 Business Center Drive
Lake Mary, FL 32746

83-101 Avenue 45
Indio, CA 92201
By: \Signature2\ By: \Signature1\
Print Name: \FullName2\ Print Name: \FullName1\
Print Title: \Title2\ Print Title: \Title1\
Date Signed: \DateSigned2\ Date Signed: \DateSigned1\

Solution: NaviLine PA
Term.

Initial Term. The Initial Term of this Agreement commences as of the Effective Date and will continue in effect for five (5) year(s) from such date unless terminated earlier pursuant to any of the Agreement’s express provisions (the “Initial Term”).

Renewal Term. This Agreement will automatically renew for additional successive one (1) year terms unless earlier terminated pursuant to any of the Agreement’s provisions (a “Renewal Term” and, collectively, with the Initial Term, the “Term”).

Non-Renewal. Either Party may elect to end renewal of the Agreement by issuing a notice of non-renewal, in writing, to the other Party six (6) months prior to the expiration of the Agreement term.

Fees.

In consideration of the rights and services granted by CentralSquare to Customer under this Agreement, Customer shall make payments to CentralSquare pursuant to the amounts and payment terms outlined in Exhibit 1 (the Solution(s) and Services Fee Schedule).

All invoices shall be billed and paid in U.S. dollars (USD) and in accordance with the terms set forth in Exhibit 1. If Customer delays

Agreement between Indio Water Authority and CentralSquare Technologies f... Page 162 of 310 CST-2024-102685
an invoice payment for any reason, Customer shall promptly notify CentralSquare in writing the reasons for such delay. Unless otherwise agreed by both Parties, CentralSquare may apply any payment received to any delinquent amount outstanding.

Agreement between Indio Water Authority and CentralSquare Technologies f... Page 163 of 310 CST-2024-102685
Standard Terms and Conditions

1. Definitions. Capitalized terms not otherwise defined in this Agreement have the meanings set forth below:

1.1. " Affiliate" means any other Entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Entity.

1.2. " Authorized User " means Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Solutions pursuant to this Agreement, and for whom access to the Solutions has been purchased.

1.3. “Baseline Solution ” means the version of a Solution updated from time to time pursuant to CentralSquare’s warranty services and maintenance, but without any other modification.

1.4. " CentralSquare Systems" means the information technology infrastructure used by or on behalf of CentralSquare to deliver the Solutions, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by CentralSquare or through the use of third-party services.

1.5. " Customer Data" means information, data, and content, in any form or medium, collected, downloaded, or otherwise received, directly or indirectly from Customer, an Authorized User or end-users by or through the Solutions, regardless of whether provided the data is not personally identifiable and not or identifiable to Customer..

1.6. " Customer Systems" means the Customer's information technology infrastructur e, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated by Customer or through the third-party services.

1.7. “Defect ” means a material deviation between the Baseline Solution and its Documentation, for which Customer has given CentralSquare sufficient information to enable CentralSquare to replicate the deviation on a computer configuration that is both comparable to the Customer Systems and that is under CentralSquare’s control. Further, with regard to any custom modification, Defect means a material deviation between the custom modification and the CentralSquare generated specification and Documentation for such custom modification, and for which Defect Customer has given CentralSquare sufficient information to enable CentralSquare to replicate the deviation on a computer configuration that is both comparable to the Customer Systems and that is under CentralSquare’s control.

1.8. “Delivery” means:

1.8.1. For on-premise Solutions, Delivery shall be when CentralSquare delivers to Customer the initial copies of the Solutions outlined in Exhibit 1 by whichever the following applies and occurs first (a) electronic delivery, by posting it on CentralSquare’s network for downloading, or similar suitable electronic file transfer method, or (b) physical shipment, such as on a disc or other suitable media transfer method, or (c) installation, or (d) delivery of managed services server. Physical shipment is on FOB - CentralSquare’s shipping point, and electronic delivery is at the time CentralSquare provides Customer with access to download the Solutions.

1.8.2. For cloud-based Solutions Delivery shall be whichever the following applies and occurs first when Authorized Users have (a) received log-in access to the Solution or any module of the Solution or (b) received access to the Solution via a URL.

1.9. " Documentation" means any manuals, instructions, or other documents or materials that CentralSquare provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Solution(s), including any aspect of its installation, configuration, integration, operation, use, support, or maintenance.

1.10. “End User Training” means the process of educating general users of the Software on the operation of the Software.

1.11. “Entity ” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other organization.

1.12. “Hardware” means any equipment, computer systems, servers, storage devices, peripherals, and any other tangible assets purchased under this Agreement.

1.13. " Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

1.14. “Managed Services Hardware” means any equipment, computer systems, servers, peripherals, and any other tangible asset purchased as a subscription under this Agreement.

1.15. “Maintenance” means optimization, error correction, modifications, and Updates (defined herein) to CentralSquare Solutions to correct any known Defects and improve performance. Maintenance will be provided for each Solution, the hours and details of which are described in Exhibit 2 (Maintenance and Support).

1.16. “New or Major Releases” means new versions of a Baseline Solution (e.g., version 4.0, 5.0 etc.) not provided as part of Maintenance.

Agreement between Indio Water Authority and CentralSquare Technologies f... Page 164 of 310 CST-2024-102685

1.17. " Personal Information" means any information that does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located. Personal Information includes all "nonpublic personal information" as defined under the Gramm-Leach-Bliley Act, "protected health information" as defined under the Health and Insurance Portability and Accountability Act of 1996, "Personal Data" as defined in the EU General Data Protection Regulation (GDPR 2018), "Personal Information" as defined under the Children's Online Privacy Protection Act of 1998, and all rules and regulations issued under any of the foregoing.

1.18. “Professional Services” means configuration, installation, implementation, development work, training or consulting services including custom modification programming, support relating to custom modifications, on-site support services, assistance with data transfers, system restarts and reinstallations provided by CentralSquare.

1.19. “Project Kickoff” is a meeting to occur shortly after contract execution between CentralSquare and Customer in which goals and objectives are set forth, all parties relevant team members are identified, and scope, timelines, and milestones are reviewed.

1.20. “Reliability Period” is the time period in which the Software is tested and confirmed reliable by successfully completed fifteen (15) continuous days in a live environment with no repeatable Priority 1 or Priority 2 issues as defined in Exhibit 2, unless otherwise agreed in a statement of work.

1.21. “Software ” means the software program(s) (in object code format only) identified on Exhibit 1 (Solution(s) and Services Fee Schedule). The term “Software” excludes any Third-Party Software.

1.22. “Software Version” means the base or core version of the Solution Software that contains significant new features and significant fixes and is available to the Customer. The nomenclature used for updates and upgrades consists of major, minor, build, and fix and these correspond to the following digit locations of a release, a,b,c,d. An example of which would be 7.4.1.3, where the 7 refers to the major release, the 4 refers to the minor release, the 1 refers to the build, and the 3 refers to a fix.

1.23. " Solutions" means the software, Documentation, development work, CentralSquare Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, provided or used by CentralSquare or any Subcontractor in connection with Professional Services or Support Services rendered under this Agreement.

1.24. “Support Services” means Maintenance, Enhancements, implementation of New Releases, and general support efforts to respond to incidents reported by Customer in accordance with Exhibit 2 (Maintenance & Support) and Exhibit 8 (Managed Services Provisions), if applicable.

1.25. " Third-Party Materials" means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, related services, equipment, or components of or relating to the Solutions that are not proprietary to CentralSquare.

2. License, Access, and Title.

2.1. License Grant. For any Solution designated as a “license” on Exhibit 1, Customer is granted a perpetual (unless terminated as provided herein), nontransferable, nonexclusive right and license to use the Software for Customer’s own internal use for the applications described in the Statement of Work, in the applicable environment (e.g., production, test, training, or disaster recovery system) and in the quantity set forth in Exhibit 1. Additional software licenses purchased after the execution of this Agreement shall also be licensed in accordance with the provisions of this section.

Customer shall not use, copy, rent, lease, sell, sublicense, modify, create derivative works from/of, or transfer any software, or permit others to do said acts, except as provided in this Agreement. Any such unauthorized use shall be void and may result in immediate and automatic termination of the applicable license. In such event, Customer shall not be entitled to a refund of any license fees paid. Notwithstanding, Customer shall be entitled to use software at the applicable designated location for the purpose of the application(s) described in the Statement of Work to provide services for itself and other Affiliate governmental agencies/entities, provided that the Software is installed and operated at only one physical location. The Software license granted in this Agreement or in connection with it are for object code only and do not include a license or any rights to source code whatsoever.

2.2. Acce
ss Grant . For any Solution designated as a “subscription” on Exhibit 1, so long as subscription fees are paid and current, (unless terminated as provided herein), Customer is granted a nontransferable, nonexclusive right to use the software for the Customer’s own internal use for the applications described in the Statement of Work, in the applicable environment (e.g., production, test, training, or disaster recovery system) and in the quantity set forth in Exhibit 1.

Additional CentralSquare software subscriptions purchased after the execution of this Agreement shall also be accessed in accordance with the provisions of this section. Customer shall not use, copy, rent, lease, sell, sublicense, modify, create derivative works from/of, or transfer any software, or permit others to do said acts, except as provided in this Agreement. Any such unauthorized use shall be void and may result in immediate and automatic termination of the applicable access. In such event, Customer shall not be entitled to a refund of any subscription fees paid.

Notwithstanding, Customer shall be entitled to use software at the applicable designated location for the purpose of the application(s) described in the Statement of Work to provide services for itself and other Affiliate governmental agencies/entities. The subscription access granted in this Agreement or in connection with it are for object code only and do not include a license or any rights to source code whatsoever.

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2.3. Documentation License. CentralSquare hereby grants to Customer a non-exclusive, non-sublicensable, non- transferable license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Solutions.

2.4. A pplication Programming Interface “API”. If the Customer has purchased any Application Programming Interface (API) license or subscription, Customer may use such API for Customer’s own internal use to develop interfaces which enable interfacing with the applicable CentralSquare Software purchased herein. The development and use of such interfacing applications is specifically permitted under the use granted herein and shall not be deemed derivative works provided that they are not, in fact, derived from the CentralSquare Software or the ideas, methods of operation, processes, technology or know-how implemented therein. Other than the usage rights granted herein, Customer shall not acquire any right, title or interest in the CentralSquare Software or API by virtue of the interfacing of such applications, whether as joint owner, or otherwise. Should Customer desire to provide or share the API to a third-party, the third-party mu st enter into an API Access Agreement by and between the third-party and CentralS quare directly to govern the usage rights and restrictions of the applicable API.

2.5. H ardware . Subject to the terms and conditions of this Agreement, CentralSquare agrees to deliver, through hardware vendors, the Hardware itemized on Exhibit 1. The risk of loss or damage will pass to Customer upon the date of delivery to the Customer specified facility. Upon delivery and full satisfaction of the Hardware payment obligations, Hardware shall be deemed accepted and Customer will acquire good and clear title to Hardware. All Hardware manufacturer warranties will be passed through to Customer. CentralSquare expressly disclaims, and Customer hereby expressly waives all other Hardware warranties, express or implied, without limitation, warranties of merchantability and fitness for a particular purpose. Notwithstanding the foregoing, CentralSquare agrees to assist Customer in pursuing any manufacturer warranties in the event of hardware failure.

2.6. M anaged Services Hardware . Subject to the terms and conditions of this Agreement, CentralSquare agrees to deliver the Managed Services Hardware itemized on Exhibit 1. So long as the applicable subscription fees are paid and current, Customer shall maintain a limited right in possessory interest in the Managed Services Hardware. No title in the Managed Services Hardware will pass to Customer at any time or for any reason. Customer agrees to maintain adequate insurance against fire, theft, or other loss for the Managed Services Hardware full insurable value.

CentralSquare shall coordinate any defect or warranty claims in accordance with Exhibit 8.

2.7. R
eservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to any Intellectual Property Rights in or relating to the Solutions, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise.

All right, title, and interest in the Solutions, and the Third-Party Materials are and will remain with CentralSquare and the respective rights holders.

3. U se Restrictions. Authorized Users shall not:

3.1. copy, modify, or create derivative works or improvements of the Solutions, or rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Solutions to any Entity, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;

3.2. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Solutions, in whole or in part;

3.3. bypass or breach any security device or protection used by Solutions or access or use the Solutions other than by an Authorized User through the use of his or her own then valid access;

3.4. input, upload, transmit, or otherwise provide to or through the CentralSquare Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code (any software, hardware, device, or other technology, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede any (i) computer, software firmware, hardware, system or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Solutions as intended by this Agreement;

3.5. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the CentralSquare Systems, or CentralSquare's provision of services to any third-party, in whole or in part;

3.6. remove, delete, alter, or obscure any trademarks, specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Documentation or Solutions, including any copy thereof;

3.7. access or use the Solutions in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third-party, or that violates any applicable law;

3.8. access or use the Solutions for purposes of competitive analysis of the Solutions, the development, provision, or use of a competing software service or product or any other purpose that is to CentralSquare's detriment or commercial disadvantage or otherwise access or use the Solutions beyond the scope of the authorization granted in Section 2.

4. Audit.

4.1. CentralSquare shall have the right to audit Customer’s use of the Software to monitor compliance with this Agreement .

Customer shall permit CentralSquare and its directors, officers, employees, and agents to have on- site access at

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Customer’s premises (or remote access as the case may be) during normal business hours to such systems, books, and records for the purpose of verifying license counts, access counts, and overall compliance with this Agreement.

Customer shall render reasonable cooperation to CentralSquare as requested. If as a result of any audit or inspection CentralSquare substantiates a deficiency or non-compliance, or if an audit reveals that Customer has exceeded the restrictions on use, Customer shall promptly reimburse CentralSquare for reasonable costs and expenses incurred to conduct such audit or inspection, only if noncompliance is identified. The Customer shall also be required to pay for any delinquencies in compliance and prompt payment of any underpayment of Fees.

5. C ustomer Obligations.

5.1. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair all Customer Systems on or through which the Solutions are accessed or used; (b) provide CentralSquare Personnel with such access to Customer's premises and Customer Systems as is necessary for CentralSquare to perform the Support Services in accordance with the Support Standards and specifications and if required by CentralSquare, remote access in accordance with Exhibit 3 (Cent ralSquare Access Management Policy); and (c) provide all cooperation as CentralSquare may reasonably request to enable CentralSquare to exercise its rights and perform its obligations under this Agreement.

5.2. E
ffect of Customer Failure or Delay. CentralSquare is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement.

5.3. C
orrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 3 , Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Solutions and permanently erasing from their systems and destroying any data to which any of them gained unauthorized access); and (b) notify CentralSquare of any such actual or threatened activity.

5.4. M
aintaining Current Versions of CentralSquare Solutions. In accordance with Exhibit 2 (Maintenance & Support) and Exhibit 8 (Managed Services Provisions), if applicable. Customer shall install and/or use any New or Major Release within one year of being made available by CentralSquare to mitigate a performance problem, ineligibility for Support Services, or an infringement claim.

6. Professional Services.

6.1. Compliance with Customer Policies. While CentralSquare personnel are performing services at Customer's site, CentralSquare personnel will comply with Customer’s reasonable procedures and site policies that are generally applicable to Customer’s other suppliers providing similar services and that have been provided to CentralSquare in writing or in advance.

6.2. C ontributed Material. In the process of CentralSquare’s performing Professional Services, Customer may, from time to time, provide CentralSquare with designs, plans, or specifications, improvements, works or other material for inclusion in, or making modifications to, the Solutions, the Documentation or any other deliverables (“ Contributed Material”).

Customer grants to CentralSquare a nonexclusive, irrevocable, perpetual, transferable right, without the payment of any royalties or other compensation of any kind and without the right of attribution, for CentralSquare, CentralSquare’s Affiliates and CentralSquare’s licensees to make, use, sell and create derivative works of the Contributed Material.

6.3. Federal Grant Funds. Not Applicable.

7. Confidentiality.

7.1. Nondisclosure. The Parties agree, unless otherwise provided in this Agreement or required by law, not to use or make each other's Confidential Information available to any third party for any purpose other than as necessary to perform under this Agreement. “Confidential Information” means the Solution(s), Software, and customizations in any embodiment, and either Party’s technical and business information relating to inventions or software, research and development, future product specifications, engineering processes, costs, profit or margin information, marketing and future business plans as well as any and all internal Customer and employee information, and any information exchanged by the Parties that is clearly marked with a confidential, private or proprietary legend or which, by its nature, is commonly understood to be confidential.

7.2. Exceptions. A Party's Confidential Information shall not include information that: (a) is or becomes publicly available through no act or omission of the recipient; (b) was in the recipient’s lawful possession prior to the disclosure and was not obtained by the recipient either directly or indirectly from the disclosing Party; (c) is lawfully disclosed to the recipient by a third party without restriction on recipient’s disclosure, and where recipient was not aware that the information was the confidential information of discloser; (d) is independently developed by the recipient without violation of this Agreement; or (e) is required to be disclosed by law.

8. Security.

8.1. CentralSquare will implement the highest standard of care in the industry , administrative, technical and physical safeguards designed to ensure the security and confidentiality of Customer Data, protect against any anticipated threats

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or hazards to the security or integrity of Customer Data, and protect against unauthorized access or use of Customer Data. CentralSquare will review and test such safeguards on no less than an annual basis.

8.2. Customer shall maintain, in connection with the operation or use of the Solutions, adequate technical and procedural access controls and system security requirements and devices, necessary for data privacy, confidentiality, integrity, authorization, authentication, non-repudiation, virus detection and eradication.

8.3. To the extent that Authorized Users are permitted to have access to the Solutions, Customer shall maintain agreements with such Authorized Users that adequately protect the confidentiality and Intellectual Property Rights of CentralSquare in the Solutions and Documentation and disclaim any liability or responsibility of CentralSquare with respect to such Authorized Users.

9. Personal Data. If CentralSquare processes or otherwise has access to any personal data or Personal Information on Customer’s behalf when performing CentralSquare’s obligations under this Agreement, then:

9.1. Customer shall be the data controller (where “ data controller ” means an entity which alone or jointly with others determines purposes for which and the manner in which any personal data are, or are to be, processed) and CentralSquare shall be a data processor (where “ data processor” means an entity which processes the data only on behalf of the data controller and not for any purposes of its own);

9.2. Customer shall ensure that it has obtained all necessary consents and it is entitled to transfer the relevant personal data or Personal Information to CentralSquare so that CentralSquare may lawfully use, process and transfer the personal data and Person al Information in accordance with this Agreement on Customer’s behalf, which may include CentralSquare processing and transferring the relevant personal data or Personal Information outside the country where Customer and the Authorized Users are located in order for CentralSquare to provide the Solutions and perform its other obligations under this Agreement; and

9.3. CentralSquare shall process personal data and information only in accordance with lawful and reasonable written instructions given by Customer and as set out in and in accordance with the terms of this Agreement; and

9.4. CentralSquare shall take reasonable steps to ensure that its employees, agents and contractors who may have access to Personal Information are persons who need to know / access the relevant Personal Information for valid business reasons; and

9.5. each Party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data and Personal Information or its accidental loss, destruction or damage so that, having regard to the state of technological development and the cost of implementing any measures, the measures taken ensure a level of security appropriate to the harm that might result from such unauthorized or unlawful processing or accidental loss, destruction or damage in relation to the personal data and Personal Information and the nature of the personal data and Personal Information being protected
. If necessary, the Parties will cooperate to document these measures taken.

10. Representations and Warranties.

10.1. Intellectual Property Warranty. CentralSquare represents and warrants that (a) it is the sole and exclusive owner of (or has the right to license) the software; (b) it has full and sufficient right, title and authority to grant the rights and/or licenses granted under this Agreement; (c) the software does not contain any materials developed by a third party used by CentralSquare except pursuant to a license agreement; and (d) the software does not infringe any patent, or copyright.

10.2. Intellectual Property Remedy. In the event that any third party asserts a claim of infringement against the Customer relating to the software contained in this Agreement, CentralSquare shall indemnify and defend the Customer pursuant to section 13.1 of this Agreement. In the case of any such claim of infringement, CentralSquare shall either, at its option, (1) procure for Customer the right to continue using the software; or (2) replace or modify the software so that that it becomes non-infringing, but equivalent in functionality and performance.

10.3. Software Warranty. CentralSquare warrants to Customer that: (i) for a period of one year from the Effective Date (the “Warranty Period”) the Software will substantially conform in all material respects to the specifications set forth in the Documentation, when installed, operated and used as recommended in the Documentation and in accordance with this Agreement; and (ii) at the time of delivery the Software does not contain any virus or other malicious code.

10.4. S
oftware Remedy . If, during the Warranty Period a warranty defect is confirmed in the CentralSquare Software, CentralSquare shall, at its option, reinstall the Software or correct the Defects. Defects that occur in the Software after the Warranty Period will be corrected pursuant to Exhibit 2 (Maintenance & Support) and Exhibit 8 (Managed Services Provisions), if applicable.

10.5. Se rvices Warranty. CentralSquare warrants that the Professional Services delivered will substantially conform to the deliverables specified in the applicable statement of work and that all Professional Services will be performed in a professional and workmanlike manner cons istent with industry standards for similar work. If Professional Services do not substantially conform to the deliverables, Customer shall notify CentralSquare of such non-conformance in writing, within 10 days from completion of Professional Service, and CentralSquare shall promptly repair the non -conforming deliverables.

10.6. D
isclaimer of Warranty. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH ABOVE,

CENTRALSQUARE MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO

THE INTELLECTUAL PROPERTY, SOFTWARE, PROFESSIONAL SERVICES, AND/OR ANY OTHER MATTER

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RELATING TO THIS AGREEMENT, AND THAT CENTRALSQUARE DISCLAIMS ALL WARRANTIES, WHETHER

EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL WARRANTIES ARISING FROM COURSE

OF DEALING, USAGE OR TRADE PRACTICE, AND SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE. FURTHER, CENTRALSQUARE

EXPRESSLY DOES NOT WARRANT THAT A SOLUTION, ANY CUSTOM MODIFICATION OR ANY

IMPROVEMENTS WILL BE USABLE BY CUSTOMER IF THE SOLUTION OR CUSTOM MODIFICATION HAS BEEN

MODIFIED BY ANYONE OTHER THAN CENTRALSQUARE PERSONNEL, OR WILL BE ERROR FREE, WILL

OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS-IS” AND ANY REPRESENTATION OR WARR ANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY. THIS AGREEMENT DOES NOT AMEND, OR MODIFY CENTRALSQUARE’S WARRANTY UNDER ANY AGREEMENT OR ANY CONDITIONS, LIMITATIONS, OR RESTRICTIONS THEREOF.

11. Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given when delivered personally, sent by United States registered or certified mail, return receipt requested; transmitted by facsimile or email confirmed by first class mail, or sent by overnight courier. Notices must be sent to a Party at its address shown below, or to such other place as the Party may subsequently designate for its receipt of notices in writing by the other Party.

If to CentralSquare CentralSquare Technologies, LLC
1000 Business Center Dr.

Lake Mary, FL 32746
Phone: 407-304-3235
Attention: Legal/Contracts

If to Customer: Indio Water Authority
83-101 Avenue 45
Indio, CA 92201
Phone: 760-625-1866
Email: [email protected]
Attention: Miroslav Prokolab

12. Force Majeure.

Neither Party shall be responsible for failure to fulfill its obligations hereunder, or be liable for damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural disaster, pandemic or epidemic, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of equipment, software, or services from suppliers, default of a subcontractor or vendor to the Party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of the other Party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other occurrences beyond the Party’s reasonable control (“Excusable Delay” hereunder). In the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary to compensate for such delay.

13. Indemnification.

13.1. CentralSquare Indemnification. CentralSquare shall indemnify, defend, and hold harmless Customer from any and all Claims or liability, including attorneys' fees and costs, brought by a third party, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising solely from a wrongful or negligent act, error or omissio n of CentralSquare, its employees, agents, contractors, or any subcontractor as a result of CentralSquare’s or any subcontractor’s performance pursuant to this Agreement; however, CentralSquare shall not be required to indemnify Customer for any claims caused to the extent of the negligence or wrongful act of Customer, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a Claim or liability results from or is contributed to by the actions or omissions of Customer, or its employees, agents or contractors, CentralSquare’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault.

13.2. Customer Indemnification. To the extent allowable by law, Customer shall indemnify, defend, and hold harmless CentralSquare from any and all Claims or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising solely from a wrongful or negligent act, error or omission of Customer, its employees, agents, contractors, or any subcontractor as a result of Customer’s or any subcontractor’s performance pursuant to this Agreement; however, Customer shall not be required to indemnify CentralSquare for any Claims or actions caused to the extent of the negligence or wrongful act of CentralSquare, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a Claim or liability results from or is contributed to by the actions or omissions of CentralSquare, or its employees, agents

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or contractors, Customer’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault.

13.3. " Claim" in this Section 13 means any claim, cause of action, demand, lawsuit, dispute, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or other, whether at law, in equity, or otherwise.

14. T ermination .

14.1. Either Party may terminate this Agreement for a material breach in accordance with this subsection. In such event, the disputing Party shall deliver written notice of its intent to terminate along with a description in reasonable detail of the problems for which the disputing Party is invoking its right to terminate and the specific requirement within this Agreement or any exhibit or schedule hereto that the disputing Party is relying upon. Following such notice, the Parties shall commence dispute resolution procedures in accordance with the dispute resolution procedure pursuant to Section 17.

14.2. CentralSquare shall have the right to terminate this Agreement based on Customer’s failure to pay undisputed amounts due under this Agreement more than ninety (90) days after delivery of written notice of non-payment.

14.3. Customer shall have the right to terminate if the proper appropriation of funds for the continuation of this Agreement is not available for any fiscal year after the first fiscal year during the Term, then this Agreement may be terminated. To effect the termination of this Agreement, Customer shall, within forty -five (45) days following the beginning of the fiscal year for which the proper appropriation is not available, provide CentralSquare with written notice of the failure to obtain the proper appropriation of funds. Such notice shall be accompanied by the payment of all sums then owed CentralSquare under this Agreement, if any.

14.4. For any on-premise, non-cloud-hosted, subscription asset, the Customer may terminate for convenience, in whole or in part, at any time by providing thirty (30) days written notice. Should Customer terminate for convenience during any twelve (12) month term, CentralSquare shall provide a pro-rated refund for any on-premise subscription asset.

15. Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement:

15.1. All rights, licenses, and authorizations granted to Customer hereunder will immediately terminate and Customer shall immediately cease all use of CentralSquare’s Confidential Information and the Solutions, and within thirty (30) days deliver to CentralSquare, or at CentralSquare’s request destroy and erase CentralSquare’s Confidential Information from all systems Customer directly or indirectly controls; and

15.2. All licenses, access or subscription fees, services rendered but unpaid, and any amounts due by Customer to CentralSquare of any kind shall become immediately payable and due no later than thirty (30) days after the effective date of the termination or expiration, including anything that accrues within those thirty (30) days.

15.3. The provisions set forth in the following sections, and any other right or obligation of the Parties in this Agreement that, by its nature (including but not limited to: Use Restrictions, Confidential Information, Warranty Disclaimers, Indemnifications, & Limitations of Liability), will survive any expiration or termination of this Agreement.

15.4. In the event that Customer terminates this Agreement or cancels any portions of a project (as may be set forth in a Statement of Work) prior to Go Live (which shall be defined as “first use of a Solution or module of a Solution in a production environment, unless otherwise agreed by the Parties in a statement of work”), Customer shall pay for all Professional Services actually performed by CentralSquare on a time and materials basis, regardless of the payment terms in Exhibit 1.

15.5. Return of Customer Data. If Customer requests in writing at least ten (10) days prior to the effective date of expiration or earlier termination of this Agreement, CentralSquare shall within sixty (60) days following such expiration or termination, deliver to Customer in CentralSquare’s standard format the then most recent version of Customer Data maintained by CentralSquare, provided that Customer has at that time paid all Fees then outstanding and any amounts payable after or as a result of such expiration or termination.

15.6. Deconversion. In the event of (i) expiration or earlier termination of this Agreement, or (ii) Customer no longer purchasing certain Solutions (including those indicated to be Third-Party Materials), if Customer requests assistance in the transfer of Customer Data to a different vendor’s applications (“Deconversion”), CentralSquare will provide reasonable assistance. CentralSquare and Customer will negotiate in good faith to establish the relative roles and responsibilities of CentralSquare and Customer in effecting Deconversion, as well as the appropriate date for completion.

CentralSquare shall be entitled to receive compensation for any additional consultation, services, software, and documentation required for Deconversion on a time and materials basis at CentralSquare’s then standard rates.

15.7. Termination of this Agreement shall not relieve either Party of any other obligation incurred one to the other prior to termination.

16. Assignment. Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by either Party without the prior written consent of the other Party, which consent will not be unreasonably withheld; provided however, that in the event of a merger or acquisition of all or substantially all of CentralSquare’s assets, CentralSquare may assign this Agreement to an entity ready, willing and able to perform CentralSquare’s executory obligations hereunder.

17. D
ispute Resolution . Any dispute, controversy or claim arising out of or relating to this Agreement (each, a “Dispute”), including the breach, termination, or validity thereof, shall be resolved as follows:

17.1. G
ood Faith Negotiations. The Parties agree to send written notice to the other Party of any Dispute (“Dispute Notice”). After the other Party receives the Dispute Notice, the Parties agree to undertake good faith negotiations to

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resolve the Dispute. Each Party shall be responsible for its associated travel and other related costs.

17.2. Escalation to Mediation. If the Parties cannot resolve any Dispute through good faith negotiations, the dispute will be escalated to non-binding mediation, with the Parties acting in good faith to select a mediator and establishing the mediation process. The Parties agree the mediator’s fees and expenses, and the mediator’s costs incidental to the mediation, will be shared equally between the Parties. The Parties shall bear their own fees, expenses, and costs.

17.3. C onfidential Mediation. The Parties further agree all written or oral offers, promises, conduct, and statements made in the course of the mediation are confidential, privileged, and inadmissible for any purpose in any litigation, arbitration or other proceeding involving the Parties. However, evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

17.4. Li
tigation. If the Parties cannot resolve a Dispute through mediation, then once an impasse is declared by the mediator either Party may pursue litigation in a court of competent jurisdiction, bought in Riverside County Superior Court, or U.S. District Court for the Central District of California.

18. W aiver/Severability. The failure of any Party to enforce any of the provisions hereof will not be construed to be a waiver of the right of such Party thereafter to enforce such provisions. If any provision of this Agreement is found to be unenforceable, that provision will be enforced to the maximum extent possible, and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

19. L
IABILITY . NOTWITHSTANDING ANY PROVISION WITHIN THIS AGREEMENT TO THE CONTRARY, AND

REGARDLESS OF THE NUMBER OF LOSSES, WHETHER IN CONTRACT, EQUITY, STATUTE, TORT, NEGLIGENCE, OR OTHERWISE:

19.1. NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL,

PUNITIVE, EXEMPLARY, LIQUIDATED, OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING BUT NOT

LIMITED TO, REPLACEMENT COSTS, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR

LOSSES OF PROFIT, REVENUE, INCOME, BUSINESS, ANTICIPATED SAVINGS, DATA, AND REPUTATION, AND

MORE GENERALLY, ANY LOSSES OF AN ECONOMIC OR FINANCIAL NATURE, REGARDLESS OF WHETHER

SUCH LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY AND NATURALLY FROM THE

INCIDENT GIVING RISE TO THE CLAIM, AND REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES; AND

19.2. CENTRALSQUARE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL

NOT EXCEED THE AMOUNT(S) ACTUALLY PAID BY CUSTOMER TO CENTRALSQUARE HEREUNDER FOR THE LAST TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM AROSE.

20. I nsurance. During the term of this Agreement, CentralSquare shall maintain insurance coverage covering its operations in accordance with Exhibit 4 (Certificate of Insurance (Evidence of Coverage)). Upon request by Customer, CentralSquare shall include Customer as an additional insured on applicable insurance policies provided under this Agreement. CentralSquare shall provide proof of current coverage during the term of this Agreement.

21. T
hird-Party Materials. CentralSquare may, from time to time, include third parties to perform services, provide software, or provide equipment. Customer acknowledges and agrees CentralSquare provides front -line support services for these Third- Party Materials, but these third parties assume all responsibility and liability in connection with the Third-Party Materials.

CentralSquare is not authorized to make any representations or warranties that are binding upon the third-party or to engage in any other acts that are binding upon the third-party, except specifically that CentralSquare is authorized to represent third- party fees and to accept payment of such amounts from Customer on behalf of the third-party for as long as such third-party authorizes CentralSquare to do so. As a condition precedent to installing or accessing certain Third-Party Materials, Customer may be required to execute a click-through, shrink-wrap End User License Agreement (“EULA”) or similar agreement provided by the Third-Party Materials provider. If mapping information is supplied with the CentralSquare Software, CentralSquare makes no representation or warranty as to the completeness or accuracy of the mapping data provided with the CentralSquare Software. The completeness or accuracy of such data is solely dependent on the information supplied by the Customer or the mapping database vendor to CentralSquare. All third-party materials are provided “as -is” and any representation or warranty concerning them is strictly between Customer and the third-party.

22. S
ubcontractors . CentralSquare may from time to time, in its discretion, engage third parties to perform services on its behalf including but not limited to Professional Services, Support Services, and/or provide software (each, a "Subcontractor").

CentralSquare shall be fully responsible for the acts of all subcontractors to the same extent it is responsible for the acts of its own employees.

23. E ntire Agreement . This Agreement, and any Exhibits specifically incorporated therein by reference, constitute the entire agreement between the Parties with respect to the subject matter. These documents supersede and merge all previous and contemporaneous proposals of sale, communications, representations, understandings and agreements, whether oral or written, between the Parties with respect to the subject hereof.

24. Ame
ndment . Either Party may, at any time during the term, request in writing changes to this agreement. The Parties shall evaluate and, if agreed, implement all such requested changes. No requested changes will be effective unless and until memorialized in either a CentralSquare issued add-on quote signed by Customer, or a written change order or amendment to this Agreement signed by both Parties.

25. No
Third -Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and

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permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement.

26. Counterparts. This Agreement, and any amendments hereto, may be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. The Agreement (and any amendments) shall be considered properly executed by a Party if executed by that Party and transmitted by facsimile or other electronic means, such as DocuSign, Tagged Image Format Files (TIFF), or Portable Document Format (PDF).

27. M aterial Adverse Change. If any l aw, regulation, applicable standard, process, OEM requirement is changed or comes into force after the Effective Date, including but not limited to PCI standards or Americans with Disabilities Act compliance (collectively, a “Material Adverse Change”), which is not explicitly addressed within this Agreement and results in significant extra costs for either Party in relation to the performance of this Agreement, both Parties shall promptly meet, discuss in good faith, and agree upon reducing the technical, operational, and/or commercial impact of such Material Adverse Change.

28. C ooperative Purchases. This Agreement may be used by Customer Affiliates. CentralSquare agrees to offer similar services to other Affiliates under the same terms and conditions as stated herein except that the Fees may be negotiated between CentralSquare and other Affiliates based on the specific revenue expectations, agency reimbursed costs, and ot her Affiliate requirements. The Customer will in no way whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of purchases by such Affiliates. CentralSquare and the Affiliate will enter into any such arrangement with an amendment to this Agreement.

29. O rder of Precedence.

29.1. In the event of any conflict or inconsistency between this Agreement, the Exhibits, or any purchase order, then the following priority shall prevail:

29.1.1. The main body of this Agreement and any associated amendments, statements of work (including Exhibit 5 (Statement of Work)), or change orders and then the attached Exhibits to this Agreement in the order in which they appear.

29.2. Customer’s purchase terms and conditions or CentralSquare’s sales terms and conditions are not applicable and shall have no force or effect, whether referenced in any document in relation to this Agreement.

29.3. Incorporated Exhibits to this Agreement:

Exhibit 1: Solution(s) and Services Fee Schedule
Exhibit 2: Maintenance & Support
Exhibit 3: CentralSquare Access Management Policy
Exhibit 4: Certificate of Insurance (Evidence of Coverage) Exhibit 5: Statement of Work
Exhibit 6: Service Level Commitments

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EXHIBIT 1
Solution(s) and Services Fee Schedule

WHAT SOFTWARE IS INCLUDED?

PRODUCT NAME QUANTITY UNIT PRICE DISCOUNT TOTAL

1. AnalyticsNOW Cloud Annual
Access Fee
1 7,500.00 - 375.00 7,125.00

2. Fusion APIs Annual Access Fee 1 0.00 0.00

3. Fusion Proprietary Annual Access
Fee
1 5,520.53 5,520.53

4. Modifications Annual Access Fee 21 100.00 2,100.00

5. NaviLine Cash Receipts-Annual
Access Fee
1 2,676.00 - 939.75 1,736.25

6. NaviLine CIS IVR Credit Card
Interface-Generic Annual Access
Fee
1 2,424.00 - 1,700.66 723.34

7. NaviLine CIS Voice Response
Interface-Generic Annual Access
Fee
1 4,260.00 - 2,344.41 1,915.59

8. NaviLine Cloud Production
Environment Annual Access
1 42,000.00 - 2,100.00 39,900.00

9. NaviLine Cloud Test Environment
Annual Subscription Fee
1 12,000.00 - 600.00 11,400.00

10. NaviLine Customer Information
System Annual Access Fee
1 12,228.00 - 972.76 11,255.24

11. NaviLine Delinquency Call Out
Listing Interface-Generic Annual
Access Fee
1 2,964.00 - 2,119.46 844.54

12. NaviLine Document Management
Services Annual Access Fee
1 2,268.00 - 985.33 1,282.67

13. NaviLine Global Financials Annual
Access Fee
1 0.00 0.00

14. NaviLine GMBA w/Extended
Reporting Annual Access Fee
1 12,828.00 - 4,489.69 8,338.31

15. NaviLine Land/Parcel Mgmt-Annual
Access Fee
1 3,712.11 3,712.11

16. NaviLine User Interface Annual
Access Fee
1 12,000.00 - 12,000.00 0.00

17. NaviLine Web Enablement Annual
Access Fee
1 1,284.00 - 567.07 716.93

18. NaviLine Work Orders/Facility
Management Annual Access Fee
1 9,168.00 - 3,206.18 5,961.82

Software Subtotal 134,932.64 USD
Discount - 32,400.31 USD
Software Total 102,532.33 USD

Quote #: Q-193839

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WHAT SERVICES ARE INCLUDED?

DESCRIPTION TOTAL

1. Public Administration Project Management Services - As Incurred 8,640.00

2. Public Administration Technical Services - As Incurred 31,320.00

Services Subtotal 39,960.00 USD
Discount - 29,970.00 USD
Services Total 9,990.00 USD

WHAT HARDWARE IS INCLUDED?

PRODUCT NAME QUANTITY UNIT PRICE TOTAL

1. VPN Hardware and Support 1 2,700.00 2,700.00

Hardware Total 2,700.00 USD

QUOTE SUMMARY

Software Subtotal
134,932.64 USD

Services Subtotal
39,960.00 USD

Hardware Subtotal

2,700.00 USD

Quote Subtotal

177,592.64 USD

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Discount

- 62,370.31 USD

Quote Total

115,222.33 USD

WHAT ARE THE RECURRING FEES?

TYPE AMOUNT
FIRST YEAR MAINTENANCE TOTAL 2,000.00
FIRST YEAR SUBSCRIPTION TOTAL 102,532.33
FIRST YEAR RECURRING SERVICES TOTAL 0.00
The amount totals for Maintenance and/or Subscription on this quote include only the first year of software use and maintenance. Renewal invoices will include this total plus any applicable uplift amount as outlined in the relevant purchase agreement.

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Payment Terms:

Subscriptions:
- If applicable, Annual Subscription Fees are due on the Delivery Date, and annually thereafter on the anniversary of the Delivery Date.
- Annual Subscription Fees shall increase by 5% each year

Services:

Payment Schedule:

Implementation Services
30% Due on Effective Date
20% Due at Project Kickoff
15% Due at completion of 1st End User Training Session
30% Due at Go Live
5% Due at completion of Reliability Period

- If applicable, non-fixed fee professional services shall be due as incurred on a time and materials basis. Non-fixed fee professional services are not included in the percentages outlined in the above Payment Schedule. - If applicable, non-fixed fee travel expenses shall be due as incurred, invoiced monthly for the travel expenses of the preceding month. Non-fixed fee travel expenses are not included in the percentages outlined in the above Payment Schedule.
- If applicable, Fixed Fee travel expenses are included in the percentages outlined in the above Payment Schedule.

Hardware:
- If applicable, Non-subscription Hardware Fees are due on the Effective Date.

Licenses:
- If applicable, License Fees are due on the Delivery Date.

Support & Maintenance
- If applicable, Support & Maintenance Fees are due annually, starting prior to the first anniversary of the Delivery Date and annually thereafter.
- Annual Software Maintenance Fees shall increase by 5% each year. - If applicable, legacy support and maintenance shall be due until the Delivery Date of the applicable replacement software. Any unused pre-paid support and maintenance shall be credited as a pro-rated amount towards the next applicable subscription software invoice due under this Agreement, or future invoice.

Third Party:
- If applicable, Third-Party Software Fees are due on the Effective Date. Third-Party software subscriptions and/or support fees shall be due annually thereafter on the anniversary of the Effective Date. Third-Party Software fees are subject to increase each year.
- If applicable, Third-Party Services shall be due 50% at Effective Date, 25% at completion of 1st End User Training Session, and 25% at Go Live.

Invoice Terms:

CentralSquare shall provide an invoice for the items in the schedule above no less than thirty (30) days prior to the due date.

ANCILLARY FEES
a. Customer is responsible for paying all taxes relating to this Agreement. Applicable tax amounts (if any) are not included in the fees set forth in this Agreement. If Customer is exempt from the payment of any such taxes, Customer must provide CentralSquare valid proof of exemption; otherwise, CentralSquare will invoice Customer and Customer will pay to CentralSquare all such tax amounts.
b. To the extent allowable by law, if Customer fails to make any payment when due, then CentralSquare may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly, or, if lower, the highest

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rate permitted under applicable law; and if such failure continues for 90 days following written notice thereof, CentralSquare may suspend performance or access until past due amounts have been paid.

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EXHIBIT 2
Maintenance & Support

This Maintenance & Support Exhibit describes support and maintenance relating to technical support that CentralSquare will provide to Customer during the Term of the Agreement.

1. Product Updates and Releases

1.1. Software Version. “Software Version” means the base or core version of the Software that contains significant new features and significant fixes and is available to the Customer. Software Versions may occur as the Software architecture changes or as new technologies are developed. The nomenclature used for updates and upgrades consists of major, minor, build, and fix and these correspond to the following digit locations of a release, a,b,c,d. An example of which would be 7.4.1.3, where the 7 refers to the major release, the 4 refers to the minor release, the 1 refers to the build, and the 3 refers to a fix. All Software Versions are provided and included as part of this Agreement.

1.2. U
pdates. From time to time CentralSquare may develop permanent fixes or solutions to known problems or bugs in the Software and incorporate them in a formal “Update” to the Software. If Customer is receiving technical support from CentralSquare on the general release date for an Update, CentralSquare will provide the Customer with the Update and related Documentation at no extra charge. Updates for custom configurations will be agreed upon by the Parties and outlined in a Statement of Work or Change Order.

1.3. Releases. Customer shall agree to install and/or use any New or Major Release within one year of being made available by CentralSquare to avoid or mitigate a performance problem, ineligibility for Support and Maintenance Services or infringement claim. All modifications, revisions and updates to the Software shall be furnished by means of new Releases of the Software and shall be accompanied by updates to the Documentation whenever CentralSquare determines, in its sole discretion, that such updates are necessary.

2. Support

2.1. CentralSquare shall provide to Customer support via toll-free phone number 833-278-7877 or via the CentralSquare Support Portal. CentralSquare shall provide to Customer, commercially reasonable efforts in solving errors reported by the Customer as well as making available an online support portal. Customer shall provide to CentralSquare reasonably detailed documentation and explanation, together with underlying data, to substantiate errors and to assist CentralSquare in its efforts to diagnose, reproduce and correct the error. Should either Party not be able to locate the error root cause and Customer and CentralSquare agree that on- site services are necessary to diagnose or resolve the problem CentralSquare shall provide a travel estimate and estimated hours in order to diagnose the reported error.

2.2. If after traveling onsite to diagnose a reported error and such reported error did not, in fact, exist or was not attributable to a defect in the Software provided by CentralSquare or an act or omission of CentralSquare, then Customer shall pay for CentralSquare's investigation, travel, and related services in accordance with provided estimate. Customer must provide CentralSquare with such facilities, equipment and support as are reasonably necessary for CentralSquare to perform its obligations under this Exhibit, including remote access in accordance with the Remote Access Policy.

3. Online Support Portal
Online support is available via https://support.centralsquare.com/s/contact -us, offering Customer the ability to resolve its own problems with access to CentralSquare’s most current information. Customer will need to enter its designated username and password to gain access to the technical support areas on CentralSquare’s website. CentralSquare’s technical support areas allow Customer to: (i) search an up-to -date knowledge base of technical support information, technical tips, and featured functions; and (ii) access answers to frequently asked questions (FAQ).

4. E xclusions from Technical Support Services
CentralSquare shall have no support obligations to provide Support or Maintenance for Solutions that are not kept current to one version prior to the then current version of the Solution. CentralSquare shall have no support obligations with respect to any third-party hardware or software product not licensed or sold to Customer by CentralSquare (“Nonqualified Product”). Customer shall be solely responsible for the compatibility and functioning of Nonqualified Products with the Software.

5. Customer Responsibilities
In connection with CentralSquare’s provision of technical support as described herein, Customer acknowledges that Customer has the responsibility to do each of the following:

5.1 Provide hardware, operating system and browser software that meets technical specifications, as well as a fast, stable, high-speed connection and remote connectivity for accessing the Solution.

5.2 Maintain any applicable computer system and associated peripheral equipment in good working order in accordance with the manufacturers’ specifications, and ensure that any problems reported to CentralSquare are not due to hardware malfunction;

5.3 For CentralSquare Solutions that are implemented on Customer Systems, maintain the designated operating system at the latest code revision level reasonably deemed necessary by CentralSquare for proper operation of the Software;

5.4 Supply CentralSquare with access to and use of all information and facilities reasonably determined to be necessary by CentralSquare to render the technical support described herein;

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5.5 Perform any test or procedures reasonably recommended by CentralSquare for the purpose of identifying and/or resolving any problems;

5.6 At all times follow routine operator procedures as specified in the Documentation or any error correction guidelines of CentralSquare posted on the CentralSquare website;

5.7 Customer shall remain solely responsible at all times for the safeguarding of Customer’s proprietary, confidential, and classified information contained within Customer Systems; and

5.8 Reasonably ensure that the Customer Systems are isolated and free from viruses and malicious code that could cause harm before requesting or receiving remote support assistance.

6. Priorities and Support Response Matrix
The following priority matrix relates to software errors covered by this Agreement. Causes secondary to non-covered causes - such as hardware, network, and third-party products - are not included in this priority matrix and are outside the scope of this Exhibit. CentralSquare will make commercially reasonable efforts to respond to Software incidents for live remote based production systems using the following guidelines:

Priority Issue Definition Response Time
Priority 1 –
Urgent
The software is completely down and will not
launch or function.

Priority 1 issues must be called in via 833-278-7877 and will be immediately answered and managed by the first
available representative.

Priority 2 –
Critical
A high -impact problem that disrupts the
customer’s operation but there is capacity to
remain productive and maintain necessary
operations.

Priority 2 issues must be called in via 833-278-7877 and will be immediately answered and managed by the first
available representative.

Priority 3 –
Non-Critical
A Software Error related to a user function which
does not negatively impact the User from the use
of the system. This includes system administrator
functions or restriction of user workflow but does
not significantly impact their job function.

Priority 3 issues called in via 833 -278-7877 will be
immediately answered and managed by the first
available representative.

Non-Critical Priority 3 issues may also be reported via Https://support.centralsquare.com/s/contact-us
Priority 4 –
Minor
Cosmetic or documentation errors, including
Customer technical questions or usability
questions.

Priority 4 issues called in via 833 -278-7877 will be
immediately answered and managed by the first
available representative.

Minor Priority 4 issues may also be reported via
Https://support.centralsquare.com/s/contact-us

7. Exceptions. CentralSquare shall not be responsible for failure to carry out its Support and Maintenance obligations under this Exhibit if the failure is caused by adverse impact due to:

7.1. defectiveness of the Customer’s Systems (including but not limited to environment, hardware or ancillary systems), or due to Customer corrupt, incomplete, or inaccurate data reported to the Solution, or documented defect.

7.2. denial of reasonable access to Customer’s System or premises preventing CentralSquare from addressing the issue.

7.3. material changes made to the usage of the Solution by Customer where CentralSquare has not agreed to such changes in advance and in writing or the modification or alteration, in any way, by Customer or its subcontractors, of communications links necessary to the proper performance of the Solution.

7.4. a Force Majeure event (as outlined in Section 12 ), or the negligence, intentional acts, or omissions of Customer or its agents.

8. Incident Resolution. Actual response times and resolutions may vary due to issue complexity and priority. For critical impact level and above, CentralSquare provides a continuous resolution effort until the issue is resolved. CentralSquare will make commercially reasonable efforts to resolve Software incidents for live remote based production systems using the following guidelines:

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Priority Resolution Process Resolution Time
Priority 1 – Urgent CentralSquare will provide a
procedural or configuration
workaround or a code correction that
allows the Customer to resume live
operations on the production
System.

CentralSquare will work continuously to provide the Customer with a solution that allows the Customer to resume live operations on the production system.

CentralSquare will either resolve the issue or provide a resolution plan as soon as possible and not later than twenty-four (24) hours after notification.

Priority 2 –

Critical
CentralSquare will provide a
procedural or configuration
workaround or a code correction that
allows the Customer to resume
normal operations on the production
System.

CentralSquare will work continuously to provide the Customer with a solution that allows the Customer to resume normal operations on the production System.

CentralSquare will either resolve the issue or provide a resolution plan as soon as possible and not later than thirty-six (36) hours after notification.

Priority 3 – Non –
Critical
CentralSquare will provide a
procedural or configuration
workaround that allows the Customer
to resolve the problem.

CentralSquare will work to provide the Customer with a
resolution which may include a workaround or code correction within a timeframe that takes into consideration the impact of the issue on the Customer and CentralSquare’s User base.

Priority 3 issues have priority scheduling in a subsequent release.

Priority 4 – Minor If CentralSquare determines that a
reported Minor Priority error
requires a code correction, such
issues will be addressed in a
subsequent release when
applicable.

CentralSquare will work to provide the Customer with a
resolution which may include a workaround or code correction in a future release of the software. Priority 4 issues have no defined resolution time.

9. Non-Production Environments. CentralSquare will make commercially reasonable efforts to provide fixes to non- production environment(s). Non-production environments are not included under the response or resolution tables provided in this Exhibit.

9.1. Maintenance. All non- production environment resolution processes will follow the structure and schedules outlined above for production environments.

9.2. I ncidents and service requests. Non-production environment incidents are considered priority 3 or 4, dictated by circumstances and will be prioritized and scheduled subordinate to production environment service requests.

10. Training. Outside the scope of training services purchased, if any, Customer is responsible for the training and organization of its staff in the operation of the Software.

11. Development Work. Software support and maintenance does not include development work either (i) on software not licensed from CentralSquare or (ii) development work for enhancements or features that are outside the documented functionality of the Software, except such work as may be specifically purchased and outlined in the Agreement.

CentralSquare retains all intellectual property rights in development work performed and Customer may request consulting and development work from CentralSquare as a separate billable service.

12. Technology Life Expectancy. Customer understands, acknowledges and agrees that the technology upon which the Hardware, Solution and Third-Party Software is based changes rapidly. Customer further acknowledges that CentralSquare will continue to improve the functionality and features of the Solution to improve legal compliance, accuracy, functionality and usability. As a result, CentralSquare does not represent or warrant that the Hardware, Solution and/or Third-Party Software provided to Customer under this Agreement or that the Customer Systems recommended by CentralSquare will function for an indefinite period of time. Rather, CentralSquare and Customer may, from time to time, analyze the functionality of the Hardware, Solution, Third-Party Software and Customer Systems in response to changes to determine whether Customer must upgrade the same. Customer upgrades may include without limitation, the installation of a new Release, additional disk storage and memory, and workstation and/or server upgrades. Customer upgrades may also include the installation and/or removal of Third-Party Software. Customer is solely responsible for all costs associated with future resources and upgrades.

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EXHIBIT 3
CentralSquare Access Management Policy

In order to provide secure, federally compliant connections to agency systems CentralSquare Technologies (“CentralSquare”) requires BeyondTrust or SecureLink as the only approved methodology of connection. BeyondTrust and Securelink provide the necessary remote access in order to service and maintain CentralSquare products while adhering to the F ederal Bureau of Investigations Criminal Justice Information Services requirements. Both solutions utilize two-factor authentication Federal Information Processing Standard Publication (“FIPS”) 140- 2 validated cryptographic modules and AES encryption in 256- bit strengths.

BeyondTrust and Securelink are addressed in turn via this Access Management Policy; Customers may choose which remote privileged access management solution will be utilized by CentralSquare.

BeyondTrust
The BeyondTrust remote support solution may be utilized via escorted session or a jump Customer. As for an escorted session, when an agency needs assistance from CentralSquare, the agency employee requesting assistance will receive verbal or email communication with a session key necessary to enable remote access. If a verbal key is provided, the user enters the session key after visiting https://securesupport.centralsquare.com .

Jump Customers are a Windows service that can be stopped/started to facilitate a support session. Connections made via jump Customer can be active or passive. An active jump Customer is always available. A passive connection is enabled for a specific purpose and then disabled when not used. Regardless of the option selected, CentralSquare’s support team will arrange a BeyondTrust session to establish the jump Customer.

The jump Customer resides on the agency side on the installed device, where an agency administrator can manage.

Instructions on how to enable/disable jump Customers can be provided upon request. A sample workflow of a passive jump Customer is provided below:

Should an agency require support from CentralSquare, a call would be placed and/or a support ticket opened in the portal on the CentralSquare customer support website. Before accessing the agency’s system and/or environment, the CentralSquare representati ve would send a notice of connection from the CentralSquare support portal instance. This notice can be sent to the individual at the agency that the CentralSquare representative is working with or other designated contacts as necessary. Upon receipt of the notice of connection, the agency personnel would enable the BeyondTrust jump Customer . The CentralSquare representative would then be admitted to the agency’s system and/or environment to perform the necessary task. Upon completion of the task, the CentralSquare representative sends a notice of disconnection from the CentralSquare support portal instance. Upon receipt of the notice of disconnection, the agency personnel would then disable the BeyondTrust jump Customer.

Securelink
Similar to BeyondTrust’s escorted session, Securelink may be utilized via “quick connect”. To enable a quick connect session when an agency needs assistance from CentralSquare, the Agency employee requesting assistance will enter a key code in order to connect for screen sharing on a device.

Similar to the jump Customer methodology, SecureLink may also be utilized via “gatekeeper”. The sample workflow description for a jump Customer provided above is substantially similar to the workflow for gatekeeper.

Summation
BeyondTrust and Securelink allow customers the ability to monitor connectivity to the customer’s network and maintain CJIS compliance while enabling CentralSquare to perform the necessary support functions.

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EXHIBIT 4
Certificate of Insurance (Evidence of Coverage)

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EXHIBIT 5
Statement of Work

(Attached)

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STATEMENT OF WORK (SOW)

Indio Water Authority, CA

NaviLine Cloud Modernization

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2 Executive Summary

This document is the Statement of Work (SOW) for services related to an On-Premise to CentralSquare Cloud Migration as identified in the Order (the "Agreement") for Indio Water Authority, CA (“Customer").

CentralSquare Technologies, LLC ("CentralSquare") will provide the services identified in the Agreement as further described in this SOW to assist the Customer in migrating the CentralSquare software from an On-Premise solution, within the Customer’s network to a solution hosted in CentralSquare’s Cloud data center. The specifics of the component systems are identified in the Software License and Services Agreement (the Agreement). This SOW is incorporated into the Agreement.

This SOW is intended to be a planning and control document and not the detailed requirements or design of the solution.

The Deliverables listed herein are considered requirements of the project and have an assigned lead which has been noted in the table below and may be updated from time-to-time during project progress meetings. Any such changes shall not alter the intent of the contract.

Project Overview
The customer has contracted for premise-based CentralSquare NaviLine Public Administration applications to be migrated into the CentralSquare Cloud.

Duties and Responsibilities of Customer
 Provide primary project contact to work directly with the CentralSquare Project Manager  Provide network information where necessary to set up a VPN for secure data access  Work with 3rd party software vendors to secure proper licensing for non-CentralSquare applications included in this agreement to be hosted in the CentralSquare Cloud  Test Cloud environment to ensure critical processes function as expected. These include, but are not limited to:
o Security
o Interfaces from Third Party systems
o Payroll
o Accounts Payable
o General Ledger Posting
o Reporting
o Workflow
Duties and Responsibilities of CentralSquare
 A project manager will be assigned after contract execution who will serve as the primary CentralSquare contact for the project and facilitate the implementation of your Cloud environment  Provide an environment in the CentralSquare cloud with the software licensed as detailed in this Agreement
 Maintain the environment to ensure all software is compliant with the CentralSquare requirements including
o Current software version upgrades for CentralSquare applications o Current operating system versions and patches
o Current networking security
o Confirm any 3rd party software to be hosted is currently supported by the software vendor  Provide 24/7/365 monitoring of the environment along with proactive troubleshooting

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3 Stages and Milestones

1. Project Kickoff Meeting

2. Review Meetings with Customer/Project Team

3. Configuration and Installation of VPN
o VPN RFI
o Technical call with Network teams
o Initial Configuration and shipment of the VPN appliance o VPN racked and connected by customer
o Final Configuration and connectivity testing of VPN

4. Provision Server Environment

5. Application Installation

6. Setup User Environment / Data Seeding from premise environment

7. Initial Testing

8. Mock Migration

9. Acceptance Testing

10. Go-Live Testing /Go Live

11. Configure Additional Environment(s)

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4 Change Requests and Changes to this Statement of Work The Customer and CentralSquare may request a change to this scope of work by following the process outlined in this section.

Either party may request changes in scope. The parties honor such a request only if it becomes a formal Change Order.

The change order will provide sufficient detail including the following.  Detailed description of resources (both Customer and CentralSquare) required to perform the change
 Specifications if applicable
 Implementation Plans
 Schedule for completion
 Verification and Approval criteria
 Impact on current milestones and payment schedule
 Additional milestones (if applicable)
 Impact on project goals and objectives
 Price

Either CentralSquare or Customer management may propose a change by submittal of a Change Request to the other party. The other party has five (5) business days (or as mutually agreed upon) to determine agreement to the Change Request. If both parties agree to the Change Request, the change will become a Change Order documented and signed by both parties. If agreement to pursue a Change Order does not occur in five (5) business days of the initiation of the Change Request (or as mutually agreed upon), it is assumed that the Change Request has been rejected and any remaining issues will be identified on the Issues Log and/or follow the Dispute Resolution process below.

Dispute Resolution Procedures
The Customer and CentralSquare should anticipate challenging issues to arise throughout the implementation process due to the complex magnitude of this project. In order for challenging issues to be remedied in a timely fashion, the Customer and CentralSquare will utilize the following Dispute Resolution Procedure

All communication regarding the project should be directed to CentralSquare and Customer's Project Manager in order to maintain consistent communication between the parties. Scheduled weekly calls/meetings will be maintained between the CentralSquare Project Manager and the Customer's Project Team (including the Customer's Project Manager).

All issues or concerns will be discussed actively and openly between CentralSquare's Project Manager and the Customer's Project Manager. If issues begin to interfere with the progression of the implementation project, the Customer and/or CentralSquare should escalate to CentralSquare management.

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5 NaviLine Specific Responsibilities and Deliverables
The responsibilities and deliverables for CentralSquare and the Customer for NaviLine Cloud migrations are addressed in this section.

CentralSquare responsibilities and deliverables
Networking
 Provide VPN RFI (Request For Information) to assist with configuration of VPN device provided to facilitate communication between Customer and CentralSquare data centers  Provide VPN router / firewall for installation on customer network for connectivity to Cloud systems
 Configure VPN / firewall rules for inbound access to Cloud Systems, outbound access to Customer premise systems
 Provide NATs/PATs for any premise systems or printers that require access from Cloud systems NaviLine v9.1 IBMi systems
 Set up Cloud IBMi VM (dedicated or shared environment) to support NaviLine  Provide lists from current Premise IBMi premise system, with recommendations for migration to Cloud IBMi for:
 User profiles
 Printers, remote output queues and any associated workstation customization objects  Libraries
 QDLS folders & IFS directories, including file shares, where applicable  Job scheduler entries
 System values
 System reply list entries
 Create new objects, based on lists provided
 User profiles, printers, and remote output queues via standards for Cloud IBMi systems  Optionally copy initial programs prior to migration
 Optionally copy reports from select output queues after migration  Copy / set up existing objects from Premise IBMi to Cloud IBMi, based on lists provided  Libraries, QDLS folders, and IFS directories
 Set up file shares
 Merge job schedule entries, system values, and system reply list entries  Review TCPIP configuration and add to Cloud VM, as necessary, for:
 Host table entries (including those for QNTC connections, if any)  Specific Routes
 Application specific attributes
 Load existing third party applications associated with NaviLine, where applicable such as:
 Axes & LongRange for Mobiles
 DataGate for DMS
 Jacada for NaviLine Java UI
 Profound for NaviLine HTML5 UI
 XML4RPG for Web Enablement

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6  Assist with migration/Installation of additional third party applications to be migrated  Verify job queue entries for batch work management
 Review initial list of test users to verify access to Cloud systems prior to turnover for testing  Provide Testing Guidelines document to assist customer in developing a test plan  Support testing efforts, escalating to Application Support, as necessary  Perform Mock Go Live, refreshing data from lists above, as necessary  Jointly develop Go Live Plan with customer
Cognos v10/11 Windows systems
 Set up Cloud Windows VM to support Cognos
 Export of custom reports/report templates created on Premise system by users  Import custom reports/report templates to Cloud VM
Go Live Support
 Perform Go Live, refreshing data from lists above, as necessary  Prepare Cloud systems for access, per Go Live Plan
Post Go Live activities
 Provide Post-Go Live Support for one week, prior to turnover to Application Support  Create test environment from a copy of production 30 days post-go live, if applicable  Test environment data refreshes: once a client is live in cloud data center, the client may request up to two test environment data refreshes per year if the client is current on their support agreement. Additional data refreshes are available at a cost and a quote will be provided if requested.

Customer responsibilities and deliverables
Networking
 Complete VPN RFI document supplied by CentralSquare
 Assist with installation of CentralSquare provided VPN router/firewall Note: If customer equipment will be used in place of CentralSquare, customer is responsible for configuration of their equipment
 Update network routing to direct traffic destined for the Cloud systems to route over the VPN NaviLine systems
 Review lists provided above and supply feedback on what to migrate to Cloud systems Cognos systems
 Provide access to enable extraction of current configurations from premise system  Identify any non-standard locations for user reports/templates HR.NET
 Configure individual installs of HR.NET (on the workstations) to point to Cloud IBMi VM DMS
 Configure new Windows server or instance to point to Cloud IBMi VM Optionally, retain existing DMS server, but arrange for testing windows to point existing DMS to Cloud IBMi

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7 Customer Owned Third Party Applications
 Identify any third party applications that will be migrated to Cloud systems such as; ACOM, OptiSpool, Quatred, etc.
 Arrange for license acquisition/transfer to Cloud systems  Coordinate the migration of these applications from Premise to Cloud, as needed Interfaces and File Transfers
 Identify all interfaces and file transfers to/from current Premise IBMi Testing
 Develop test plan for testing applications on Cloud systems  Coordinate with customer test teams to execute test plan  Include all printers, third party applications, interfaces, and file transfers  Provide signoff for testing efforts at least one week prior to Go Live  Jointly develop Go Live Plan with CentralSquare
Go Live Support
 Prepare on Premise NaviLine solution for migration
 Complete payment processing, bill runs, etc.
 Disable access to premise NaviLine
 Assist CentralSquare with data refresh as needed
Arrange for overnight tape shipment to CentralSquare data center, if applicable  Provide resources over Go Live weekend to validate the Cloud systems as operational  Run balancing reports
 Verify access, printing, and other identified critical business processes  Perform any changes on premise to support the migration to Cloud systems  Update desktop software suites, shortcuts, etc.
 Update interfaces to point to Cloud systems
 Copy DMS documents from old server to new server; or point current DMS server to Cloud IBMi

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EXHIBIT 6
Service Level Commitments
The following applies to any CLOUD (non-OPS designated) Software Subscriptions on Exhibit 1 as a cloud hosted Solution.

1. Service Level Commitments
A. Availability. During any calendar month, the availability of the Solution shall be no less than 99.9%, excluding scheduled maintenance. CentralSquare shall provide Customer with prompt notification as soon as it becomes aware of any actual or potential unscheduled downtime of the Solution, as well as continual periodic updates during the unscheduled downtime regarding CentralSquare’s progress in remedying the unavailability and estimated time at which the Solution shall be available.

B. Measurement. Service availability is measured as the total time that the solutions are available during each calendar month for access by Customer (“Service Availability”). Service Availability measurement shall be applied to the production environment only, and the points of measurement for all monitoring shall be the servers and the internet connections at CentralSquare’s hosted environment.

C. Calculation. Service availability for a given month shall be calculated using the following calculation:

I. The total number of minutes which the service was not available in a given month shall be subtracted from the total number of minutes available in the given month. The resulting figure is divided by the total number of minutes available in the given month.

II. Service availability targets are subject to change due to the variance of the number of days in a month.

III. The total number of minutes which the service was not available in a given month shall exclude minutes associated with scheduled or emergency maintenance.

D. Remedy. If the service period target measurement is not met, then the customer shall be entitled to a credit calculated as follows:

Service availability Credit percentage
Less than 99.9% but greater than or equal to 99.0% 5%
Less than 99.0% but greater than or equal to 95.0% 10%
Less than 95% 20%

Service Availability in the relevant
Service Period
Percentage Reduction in Monthly Fee for the
Subsequent Service Period
Less than 99.9% but greater than or equal to 99.0% 5%
Less than 99.0% but greater than or equal to 95.0% 10%
Less than 95% 20%
E. Credit must be requested by the customer within sixty (60) days of the failed target. Any credit awarded shall be applied to the next applicable invoice. Customer shall not be eligible for credits where customer is more than thirty (30) days past due on their account.

2. Exceptions. The Service Level Commitments and availability stated in this Exhibit do not cover services interruptions or performance issues that are caused by factors outside of CentralSquare or it’s hosting partner’s control. Such factors may include, but are not limited to:

A. Internet Access. Issues relating to Customer’s internet access. Any outages, slowdowns, or other problems related to the internet connection are explicitly disclaimed;

B. Customer’s Internal Network Issues. Issues originating from Customer’s internal network such as network congestion, network equipment failure, or misconfigurations are explicitly disclaimed;

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C. Third-Party Acts. Issues caused by the acts or omissions of third-parties, including providers of internet services, or for issues arising from third-party software or hardware that is not provided by CentralSquare is explicitly disclaimed;

D. Gross Negligence or Willful Misconduct. Issues relating to the failure or delay in performance to the extent caused by the acts or omissions of Customer or its agents constituting gross negligence or willful misconduct are explicitly disclaimed; and,

E. Force Majeure. A force majeure event such as natural disasters, acts of God, or any other cause constituting force majeure are explicitly disclaimed.

3. Server Performance & Capacity. The standard provisioning of storage for the cloud solutions is 1 terabyte.

If Customer requests to add additional Software, increase storage or processing requirements, and/or request additional environments, these requests will be evaluated and if additional resources are required to support modifications, additional fees may apply at per unit (gigabyte, hour, license, etc).

4. Non-Production Environments. Included in the subscription fee is access to the training environment during the hours of 8:00am – 4:00pm EST, Monday through Friday. Should the Customer require extended access for items such as internal training, CentralSquare can make exceptions provided that Customer provide reasonable advance written notice. CentralSquare will then work with the Customer to enable access in accordance with an agreed upon schedule.

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STATEMENT OF WORK (SOW)

Indio Water Authority, CA

NaviLine Cloud Modernization

Agreement between Indio Water Authority and CentralSquare Technologies f... Page 193 of 310

2 Executive Summary

This document is the Statement of Work (SOW) for services related to an On-Premise to CentralSquare Cloud Migration as identified in the Order (the "Agreement") for Indio Water Authority, CA (“Customer").

CentralSquare Technologies, LLC ("CentralSquare") will provide the services identified in the Agreement as further described in this SOW to assist the Customer in migrating the CentralSquare software from an On-Premise solution, within the Customer’s network to a solution hosted in CentralSquare’s Cloud data center. The specifics of the component systems are identified in the Software License and Services Agreement (the Agreement). This SOW is incorporated into the Agreement.

This SOW is intended to be a planning and control document and not the detailed requirements or design of the solution.

The Deliverables listed herein are considered requirements of the project and have an assigned lead which has been noted in the table below and may be updated from time-to-time during project progress meetings. Any such changes shall not alter the intent of the contract.

Project Overview
The customer has contracted for premise-based CentralSquare NaviLine Public Administration applications to be migrated into the CentralSquare Cloud.

Duties and Responsibilities of Customer
 Provide primary project contact to work directly with the CentralSquare Project Manager  Provide network information where necessary to set up a VPN for secure data access  Work with 3rd party software vendors to secure proper licensing for non-CentralSquare applications included in this agreement to be hosted in the CentralSquare Cloud  Test Cloud environment to ensure critical processes function as expected. These include, but are not limited to:
o Security
o Interfaces from Third Party systems
o Payroll
o Accounts Payable
o General Ledger Posting
o Reporting
o Workflow
Duties and Responsibilities of CentralSquare
 A project manager will be assigned after contract execution who will serve as the primary CentralSquare contact for the project and facilitate the implementation of your Cloud environment  Provide an environment in the CentralSquare cloud with the software licensed as detailed in this Agreement
 Maintain the environment to ensure all software is compliant with the CentralSquare requirements including
o Current software version upgrades for CentralSquare applications o Current operating system versions and patches
o Current networking security
o Confirm any 3rd party software to be hosted is currently supported by the software vendor  Provide 24/7/365 monitoring of the environment along with proactive troubleshooting

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3 Stages and Milestones

1. Project Kickoff Meeting

2. Review Meetings with Customer/Project Team

3. Configuration and Installation of VPN
o VPN RFI
o Technical call with Network teams
o Initial Configuration and shipment of the VPN appliance o VPN racked and connected by customer
o Final Configuration and connectivity testing of VPN

4. Provision Server Environment

5. Application Installation

6. Setup User Environment / Data Seeding from premise environment

7. Initial Testing

8. Mock Migration

9. Acceptance Testing

10. Go-Live Testing /Go Live

11. Configure Additional Environment(s)

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4 Change Requests and Changes to this Statement of Work The Customer and CentralSquare may request a change to this scope of work by following the process outlined in this section.

Either party may request changes in scope. The parties honor such a request only if it becomes a formal Change Order.

The change order will provide sufficient detail including the following.  Detailed description of resources (both Customer and CentralSquare) required to perform the change
 Specifications if applicable
 Implementation Plans
 Schedule for completion
 Verification and Approval criteria
 Impact on current milestones and payment schedule
 Additional milestones (if applicable)
 Impact on project goals and objectives
 Price

Either CentralSquare or Customer management may propose a change by submittal of a Change Request to the other party. The other party has five (5) business days (or as mutually agreed upon) to determine agreement to the Change Request. If both parties agree to the Change Request, the change will become a Change Order documented and signed by both parties. If agreement to pursue a Change Order does not occur in five (5) business days of the initiation of the Change Request (or as mutually agreed upon), it is assumed that the Change Request has been rejected and any remaining issues will be identified on the Issues Log and/or follow the Dispute Resolution process below.

Dispute Resolution Procedures
The Customer and CentralSquare should anticipate challenging issues to arise throughout the implementation process due to the complex magnitude of this project. In order for challenging issues to be remedied in a timely fashion, the Customer and CentralSquare will utilize the following Dispute Resolution Procedure

All communication regarding the project should be directed to CentralSquare and Customer's Project Manager in order to maintain consistent communication between the parties. Scheduled weekly calls/meetings will be maintained between the CentralSquare Project Manager and the Customer's Project Team (including the Customer's Project Manager).

All issues or concerns will be discussed actively and openly between CentralSquare's Project Manager and the Customer's Project Manager. If issues begin to interfere with the progression of the implementation project, the Customer and/or CentralSquare should escalate to CentralSquare management.

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5 NaviLine Specific Responsibilities and Deliverables
The responsibilities and deliverables for CentralSquare and the Customer for NaviLine Cloud migrations are addressed in this section.

CentralSquare responsibilities and deliverables
Networking
 Provide VPN RFI (Request For Information) to assist with configuration of VPN device provided to facilitate communication between Customer and CentralSquare data centers  Provide VPN router / firewall for installation on customer network for connectivity to Cloud systems
 Configure VPN / firewall rules for inbound access to Cloud Systems, outbound access to Customer premise systems
 Provide NATs/PATs for any premise systems or printers that require access from Cloud systems NaviLine v9.1 IBMi systems
 Set up Cloud IBMi VM (dedicated or shared environment) to support NaviLine  Provide lists from current Premise IBMi premise system, with recommendations for migration to Cloud IBMi for:
 User profiles
 Printers, remote output queues and any associated workstation customization objects  Libraries
 QDLS folders & IFS directories, including file shares, where applicable  Job scheduler entries
 System values
 System reply list entries
 Create new objects, based on lists provided
 User profiles, printers, and remote output queues via standards for Cloud IBMi systems  Optionally copy initial programs prior to migration
 Optionally copy reports from select output queues after migration  Copy / set up existing objects from Premise IBMi to Cloud IBMi, based on lists provided  Libraries, QDLS folders, and IFS directories
 Set up file shares
 Merge job schedule entries, system values, and system reply list entries  Review TCPIP configuration and add to Cloud VM, as necessary, for:
 Host table entries (including those for QNTC connections, if any)  Specific Routes
 Application specific attributes
 Load existing third party applications associated with NaviLine, where applicable such as:
 Axes & LongRange for Mobiles
 DataGate for DMS
 Jacada for NaviLine Java UI
 Profound for NaviLine HTML5 UI
 XML4RPG for Web Enablement

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6  Assist with migration/Installation of additional third party applications to be migrated  Verify job queue entries for batch work management
 Review initial list of test users to verify access to Cloud systems prior to turnover for testing  Provide Testing Guidelines document to assist customer in developing a test plan  Support testing efforts, escalating to Application Support, as necessary  Perform Mock Go Live, refreshing data from lists above, as necessary  Jointly develop Go Live Plan with customer
Cognos v10/11 Windows systems
 Set up Cloud Windows VM to support Cognos
 Export of custom reports/report templates created on Premise system by users  Import custom reports/report templates to Cloud VM
Go Live Support
 Perform Go Live, refreshing data from lists above, as necessary  Prepare Cloud systems for access, per Go Live Plan
Post Go Live activities
 Provide Post-Go Live Support for one week, prior to turnover to Application Support  Create test environment from a copy of production 30 days post-go live, if applicable  Test environment data refreshes: once a client is live in cloud data center, the client may request up to two test environment data refreshes per year if the client is current on their support agreement. Additional data refreshes are available at a cost and a quote will be provided if requested.

Customer responsibilities and deliverables
Networking
 Complete VPN RFI document supplied by CentralSquare
 Assist with installation of CentralSquare provided VPN router/firewall Note: If customer equipment will be used in place of CentralSquare, customer is responsible for configuration of their equipment
 Update network routing to direct traffic destined for the Cloud systems to route over the VPN NaviLine systems
 Review lists provided above and supply feedback on what to migrate to Cloud systems Cognos systems
 Provide access to enable extraction of current configurations from premise system  Identify any non-standard locations for user reports/templates HR.NET
 Configure individual installs of HR.NET (on the workstations) to point to Cloud IBMi VM DMS
 Configure new Windows server or instance to point to Cloud IBMi VM Optionally, retain existing DMS server, but arrange for testing windows to point existing DMS to Cloud IBMi

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7 Customer Owned Third Party Applications
 Identify any third party applications that will be migrated to Cloud systems such as; ACOM, OptiSpool, Quatred, etc.
 Arrange for license acquisition/transfer to Cloud systems  Coordinate the migration of these applications from Premise to Cloud, as needed Interfaces and File Transfers
 Identify all interfaces and file transfers to/from current Premise IBMi Testing
 Develop test plan for testing applications on Cloud systems  Coordinate with customer test teams to execute test plan  Include all printers, third party applications, interfaces, and file transfers  Provide signoff for testing efforts at least one week prior to Go Live  Jointly develop Go Live Plan with CentralSquare
Go Live Support
 Prepare on Premise NaviLine solution for migration
 Complete payment processing, bill runs, etc.
 Disable access to premise NaviLine
 Assist CentralSquare with data refresh as needed
Arrange for overnight tape shipment to CentralSquare data center, if applicable  Provide resources over Go Live weekend to validate the Cloud systems as operational  Run balancing reports
 Verify access, printing, and other identified critical business processes  Perform any changes on premise to support the migration to Cloud systems  Update desktop software suites, shortcuts, etc.
 Update interfaces to point to Cloud systems
 Copy DMS documents from old server to new server; or point current DMS server to Cloud IBMi

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City Council
December 4, 2024

STAFF REPORT

To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Reymundo Trejo, P.E., IWA General Manager
Subject: Authorize the full release of the payment and performance bonds from Lennar and Sale of Bill the California, and LLC, of Homes accept Maintenance Guaranty bond in the amount of $34,831.08 for Paradiso, Tract Map No. 31815

RECOMMENDATION:

That the City Council/Indio Water Authority Board: 1) Exonerate the payment and performance bond (No. 0238334 for $348,310.08) from Lennar Homes of California, LLC for water improvements within Tract Map 31815; 2) accept the Bill of Sale for water systems facilities and 3) accept the Maintenance Guaranty bond No. 0238334-M for $34,831.8 that will be exonerated on December 4, 2025, after the one-year warranty period.

SUMMARY:

The project, Tract Map No. 31815 at Paradiso, is a single-family residential development located on the northeast corner of Monroe Street and Avenue 41. Onsite water improvements for Tract Map No. 31815 at Paradiso are complete. All required submittals to the Indio Water Authority (IWA) are complete per the approved plans and water agreement. The developer, Lennar Homes of California LLC, is requesting the release of the performance and payment bonds. The Developer submitted a Maintenance Guaranty bond scheduled for release following a one-year warranty period.

BACKGROUND INFORMATION:

Tract Map No. 31815 is a single-family subdivision located on the northeast corner of Monroe Street and Avenue 41. On July 21, 2021, the Indio Water Authority (IWA) approved a water improvement agreement with bonds totaling $348,310.80 for the required water improvements within Tract 31815.

The water improvements are completed to IWA’s satisfaction. The Developer is requesting the exoneration of the bond (Bond No. 0238334) and its replacement with a Maintenance Guaranty bond (Bond No. 0238334-M). The Maintenance Guaranty bond is set to expire following the completion of the one-year warranty period. The Maintenance Guaranty bond guarantees the developer will fix defective work or material should an issue arise during the warranty period.

The water improvements constructed and being transferred by the Bill of Sale include 3,603 linear feet of 8” Ductile Iron Pipe, eighty-three (83) lots with 1-inch service connections, one (1) 1-inch irrigation service connection and nine (9) 6-inch wet barrel fire hydrants with necessary gate valves.

Staff recommends that the Indio Water Authority Board and City Council accept the water improvements, exonerate the original performance bonds, and allow full exoneration of the AGENDA ITEM #15.8
Authorize the full release of the payment and performance bonds from Len... Page 200 of 310 maintenance guaranty bonds on December 4, 2025, after the one-year warranty period has elapsed.

With the acceptance of the Bill of Sale, the completed water improvements within Tract Map No. 31815 will be conveyed to the IWA and recorded by the County of Riverside Recorder’s Office.

FINANCIAL SUMMARY:

Current FY Financial
Impact:

N/A In current year budget: N/A
Current FY General
Fund Impact:

N/A Budget adjustment: N/A
Next FY Financial
Impact:

N/A Strategic Objective: Community Infrastructure
Source of funds: N/A Fund-Org-Object
Reference:

N/A

Additional Financial Details:

There is no cost or fiscal impact associated with this action. IWA will be responsible for ongoing maintenance and new system within existing operating budget after the conveyance.

ATTACHMENTS:

Attachment 1 - Vicinity Map
Attachment 2 - Maintenance Guaranty Bond
Attachment 3 - Bill of Sale Tract 31815 Lennar Homes

APPROVAL(S):

Reymundo Trejo, P.E., IWA General Manager Approved - 21 Nov 2024 Jennifer A. Mizrahi, Assistant City Attorney Approved - 21 Nov 2024 Ruby D. Walla, Director of Finance Approved - 25 Nov 2024 Bryan H. Montgomery, City Manager Approved - 25 Nov 2024

Authorize the full release of the payment and performance bonds from Len... Page 201 of 310  



$  /  7 
 5  /


 




















 


Authorize the full release of the payment and
performance bonds from Lennar Homes of
California, LLC, and accept the Bill of Sale and
Maintenance Guaranty bond in the amount of
$34,831.08 for Paradiso, Tract Map No. 31815
December 4, 2024

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City Council
December 4, 2024

STAFF REPORT

To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Brian Tully, Chief of Police
Subject: Professional Services Agreement with Kim Turner, LLC for Dispatch Center Consulting Services for a total not-to-exceed $197,500.

RECOMMENDATION:

Approve the Professional Services Agreement (PSA) with Kim Turner, LLC for specialized Dispatch Center Consulting Services for a total not-to-exceed $197,500; approve a budget adjustment in Special Revenue Fund 220 for $197,500 and direct the Finance Department to make the necessary budget adjustments as reflected in the financial analysis section of the staff report.

SUMMARY:

Staff recommends approving a Professional Services Agreement (PSA) with Kim Turner, LLC, to provide Dispatch Consulting Services. The scope of these services includes assessing operational efficiencies, recruitment/retention methods, training procedures, and scheduling, as well as offering recommendations and implementing improvements. The Police Dispatcher classification at the Indio Police Department has historically been difficult to fill and currently faces a vacancy rate of about 36%. Kim Turner, LLC specializes in strategies that enhance staffing levels, operational efficiency, and overall staff well-being in dispatch centers. The consultant has a proven track record of success, having provided services to dispatch centers in Glendale, Montebello, Santa Clara, Inglewood, and, more recently, for the Rialto Police Department.

BACKGROUND INFORMATION:

Kim Turner is a Master Instructor certified by California's Peace Officer Standards and Training (POST) specializing in dispatch operations. She holds a master’s degree in Public Administration from the University of Southern California, a master’s degree in Criminal Justice from San Jose State University, and a bachelor’s degree in Communications from Loyola Marymount University.

With extensive experience in the San Bernardino County Sheriff’s Department, Ms. Turner has served in supervisory, managerial, and administrative roles. Ms. Turner is also regarded as one of California's leading instructors in dispatch-related disciplines, the department (and the State of California) partners with Kim Turner, LLC, regularly sending dispatchers to her training programs.

Kim Turner, LLC has also contributed to chiefs' and sheriffs' conferences, offering expert insights on enhancing communication center operations.

The proposed scope of work includes:

Observation
AGENDA ITEM #15.9
Professional Services Agreement with Kim Turner, LLC for Dispatch Center... Page 214 of 310 Kim Turner, LLC will, through sit-alongs and interviews, observe the work-culture, and review operational procedures of the communications center.

Schedule Overview
Kim Turner, LLC will review the Department's current shift schedules, hours of coverage, full-time equivalent, part- time positions and make recommendations based on best practices to maximize employee efficiency.

Training
Kim Turner, LLC will review the Department's current Communications Officer Training (CTO) program and training materials. The review will include recommendations and/or implementation of methodology to include adult learning principles, mentoring, and procedures to maximize employee performance in an effort to positively influence retention. The scope does include a revision or updating of training manuals.

Recruitment
Kim Turner, LLC will work with Personnel and Training to assist with recruitment recommendations to include social media assets and a recruitment video.

Team Building
The team-building program consists of two distinct components. The first part involves conducting an electronic assessment to understand team dynamics. This phase includes a series of virtual meetings and culminates in a comprehensive assessment. The second component of the program occurs on-site and typically encompasses one or two meetings. The overarching goal of this team- building initiative is to enhance morale and productivity, while fostering stronger connections among employees. This, in turn, ensures better alignment with the department's mission.

Mentoring
Kim Turner, LLC will provide structured mentorship with the assigned communications center leadership team. If applicable, the mentorship is for both professional and sworn personnel.

The Indio Police Department is also requesting to contract Kim Turner, LLC pursuant to the Limited availability/ sole source exemption under Section 33.116 (C)(4)(b) of the Indio Municipal Code. Kim Turner, LLC is recognized as one of the few consulting firms that specializes in this type of public safety work and is regarded as the leading firm in California for the consistent results of their work.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$197,500.00 In current year budget: No
Current FY General
Fund Impact:
$0.00 Budget adjustment: Yes
Next FY Financial
Impact:
$0.00 Strategic Objective: Public Safety
Source of funds: Fund 220 (Special Revenue
Fund)
Fund-Org-Object
Reference:
220-521064

Additional Financial Details:

Professional Services Agreement with Kim Turner, LLC for Dispatch Center... Page 215 of 310 Staff is requesting a budget adjustment in Fund 220 (Prop. 172), a non-General Fund special revenue fund, as follows:

Increase appropriations:
220-521064 Other Professional Services $197,500.00

Expected offset:
220-302003 Fund Balance $197,500.00

ATTACHMENTS:

Attachment 1: Draft PSA with Kim Turner, LLC
Attachment 2: Indio PD Proposal

APPROVAL(S):

Brian Tully, Chief of Police Approved - 25 Nov 2024
Jennifer A. Mizrahi, Assistant City Attorney Approved - 26 Nov 2024 Ruby D. Walla, Director of Finance Approved - 26 Nov 2024 Bryan H. Montgomery, City Manager Approved - 26 Nov 2024

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PROFESSIONAL SERVICES AGREEMENT

BY AND BETWEEN

THE CITY OF INDIO,

A CALIFORNIA MUNICIPAL CORPORATION
AND

KIM TURNER,

A LIMITED LIABILITY COMPANY IN CALIFORNIA
Form Approved 09/01/2022

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Page | 1

PROFESSIONAL SERVICES AGREEMENT

FOR DISPATCH CENTER CONSULTING SERVICES

BETWEEN THE CITY OF INDIO AND KIM TURNER, LLC
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this 4th day of December, 2024 (“Effective Date”), by and between the CITY OF INDIO (“City”), a California municipal corporation and Kim Turner, a Limited Liability Company (“Consultant”). For the purposes of this Agreement City and Consultant are sometimes hereinafter referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS

1. City has sought by direct contract the performance of Dispatch Center consulting services defined and described particularly in Section 2, “Scope of Services and Schedule of Performance” of this Agreement.

2. Consultant was selected by City to perform those services.

3. Consultant was selected by City on the basis of Consultant’s demonstrated competence and the professional qualifications necessary for the satisfactory performance of the services required.

4. Pursuant to the Chapter 33 of the Indio Municipal Code, City has authority to enter into this Agreement and the City Manager has authority to execute this Agreement.

5. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Section 2 “Scope of Services and Schedule of Performance” of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

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

SECTION 1. TERM OF AGREEMENT
(a) Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement, the Term of this Agreement is through June 30, 2026 commencing on Effective Date, unless otherwise extended by written agreement of the Parties. (b) The City Manager may, in his or her sole discretion, unilaterally exercise an option to extend the Agreement on a month-to-month basis following expiration on the same terms and conditions, including compensation as set forth in Section 4 “Compensation and Method of Payment.”

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(c) Consultant acknowledges that the Agreement term may extend over multiple City fiscal years, and that work and compensation under this Agreement is contingent on the City Council appropriating funding for and authorizing such work and compensation for those fiscal years. This Agreement may be terminated by the City Manager at the end of a fiscal year when sufficient funding is not appropriated and authorized for the subsequent fiscal year. City is not obligated to pay Consultant for any amounts not duly appropriated and authorized by City Council.

SECTION 2. SCOPE OF SERVICES AND SCHEDULE OF PERFORMANCE (a) SCOPE OF SERVICES. Subject to this Agreement, all addendums and exhibits attached and incorporated hereto, Consultant agrees to perform the services and tasks set forth in Exhibit “A” “Scope of Services” (hereinafter, the “Services”) and the City agrees to retain and does hereby retain Consultant for the Services. (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 Consultant shall be deemed to be in Default of this Agreement. The City, in its sole discretion, may choose not to enforce Section 21, “Default” of this Agreement and may instead allow Consultant to continue performing the Services.

SECTION 3. ADDITIONAL SERVICES.

Consultant 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.

SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay Consultant 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 $197,500 unless additional compensation is approved in writing in accordance with Section 26 “Administration and Implementation” or Section 28 “Amendment” of this Agreement. Payment shall be made in accordance with City’s usual accounting procedures upon receipt and approval of an itemized invoice setting forth the services performed. The invoices shall be delivered to City at the address set forth in Section 24, “Notices” hereof. Under no circumstances shall the total amount paid to Consultant under this Agreement exceed the City Manager’s authority under Indio Municipal Code Section 33.116 (C)(2) without approval by the City Council.

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(b) Each month Consultant 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 subconsultant contracts. Subconsultant 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 tasks performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Consultant 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 Consultant for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice. (d) Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. (e) If this Agreement is extended pursuant to Section 1 “Term of Agreement,” the City shall pay the same rates specified in Exhibit “B” “Compensation.” SECTION 5. INSPECTION AND FINAL ACCEPTANCE.

City may inspect and accept or reject any of Consultant’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Consultant’s work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Consultant’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 Consultant’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 Consultant 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 Consultant. Upon completion, expiration or termination of this Agreement,

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Consultant 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 Consultant in the course of providing the Services pursuant to this Agreement, Consultant’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.
(a) INTELLECTUAL PROPERTY RIGHTS ASSIGNMENT. For no additional compensation, Consultant hereby assigns to City all of Consultant’s rights, title, and interest in and to the content of all deliverable materials created by Consultant or its employees, agents, or subconsultants, including copyrights, in connection with the Services performed under this Agreement. Consultant shall promptly execute and deliver, and shall cause its employees, agents, and subconsultants to promptly execute and deliver, upon request by the City or any of its successors or assigns at any time and without further compensation of any kind, any power of attorney, assignment, application for copyright, patent, trademark or other intellectual property right protection, or other papers or instruments which may be necessary or desirable to fully secure, perfect or otherwise protect to or for the City, its successors and assigns, all right, title and interest in and to the content of the deliverable materials. For purposes of this section deliverable materials includes all works, tangible or not, created under this Agreement including, without limitation, documents, material, data, reports, manuals, specifications, artwork, drawings, sketches, computer programs and databases, schematics, photographs, video and audiovisual recordings, sound recordings, marks, logos, graphic designs, notes, website, domain names, inventions, processes, formulas matters and combinations thereof, and all forms of intellectual property. The provisions of this paragraph are binding on the successors, assigns and heirs of Consultant and shall survive the termination of Consultant’s Services under this Agreement.

SECTION 7. CONSULTANT’S BOOKS AND RECORDS.
(a) Consultant shall maintain any and all documents and records demonstrating or relating to Consultant’s performance of the Services. Consultant 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 Consultant 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.

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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 Consultant’s address indicated for receipt of notices, “Section 24,” of 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 Consultant’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) Consultant is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Consultant 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 Consultant shall at all times be under Consultant’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 Consultant or any of Consultant’s officers, employees, subconsultants or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. (c) Neither Consultant, nor any of Consultant’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. Consultant expressly waives any claim Contractor may have to any such rights.

SECTION 9. STANDARD OF PERFORMANCE.

Consultant 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. Consultant 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, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Consultant under this Agreement, and shall use such skill, prudence, and diligence as other

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members of Consultant’s profession commonly possess and exercise. 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 Services” that shall also be applicable to Consultant’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.

Consultant 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. Consultant shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations. Consultant represents and warrants that Consultant has obtained or shall promptly obtain all necessary licenses to perform the Services set forth in this Agreement and that such licenses are in good standing. Consultant further represents and warrants that the services provided herein shall conform to all ordinances, policies and practices of the City.

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 Consultant to comply with this section.

SECTION 11. PREVAILING WAGE LAWS.
(a) Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. To the extent applicable, Consultant shall defend, indemnify, and hold the City, its elected officials, officers, employees, and agents free and harmless form any claim or liability arising out of any failure or alleged failure of Consultant to comply with the Prevailing Wage Laws.
(b) It is the understanding of City and Consultant that 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.

Consultant 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.

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SECTION 13. UNAUTHORIZED ALIENS.

Consultant 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 Consultant 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, Consultant 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) Consultant 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 Consultant’s performance of the Services. Consultant 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. Consultant 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 Consultant 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. Consultant 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 Consultant 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 Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant 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) Consultant, its officers, employees, agents or subconsultants, 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

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this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subconsultant of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subconsultants 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 Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

SECTION 16. INDEMNIFICATION.
(a) INDEMNIFICATION BY CONSULTANT. To the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with legal counsel reasonably acceptable to City) and hold harmless City and any and all of its elected and appointed officials, officers, employees, representatives and agents (“Indemnified Parties”) from and against any and all claims, actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, injuries (including, without limitation, injury to or death of an employee of Consultant or subconsultants), liabilities of every kind (including, without limitation, incidental and consequential damages, court costs, and litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and cost of investigation), damages, costs and expenses, including attorney’s fees and costs, (collectively "Claims") that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, any goods provided or performance of Services by Consultant, its officers, agents, employees, representatives, subconsultants, anyone directly or indirectly employed by any of them, or anyone that they control. Consultant’s duty to indemnify, protect, defend and hold harmless Indemnified Parties, shall not include any Claims arising from the sole negligence or willful misconduct of the Indemnified Parties.
(b) INDEMNIFICATION FROM SUB-CONSULTANTS. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subconsultant, subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Consultant fails to obtain

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such indemnity obligations from others as required here, Consultant 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 Consultant and shall survive the termination of this Agreement and this section.

SECTION 17. INSURANCE.

Consultant agrees to obtain and maintain in full force and effect during the Term of this Agreement the insurance policies set forth in Addendum “1” “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. Consultant agrees to provide City with copies of required policies upon request.

SECTION 18. ASSIGNMENT.

The expertise and experience of Consultant 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 Consultant under this Agreement. In recognition of that interest, Consultant shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Consultant’s duties or obligations under this Agreement without the prior written consent of the City, which may be given in the sole and absolute discretion of the City Manager. 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 Consultant, in the performance of its duties pursuant to this Agreement, may utilize subconsultants.

If in the performance of its duties Consultant utilizes subconsultants or subcontractors, Consultant covenants that subcontracts, if any, shall contain a provision making subconsultants or subcontractors subject to all provisions stipulated in this Agreement, including without limitation, the insurance obligations set forth in Section 17 “Insurance.” The Consultant acknowledges and agrees that the City is an intended beneficiary of any work performed by any subconsultant or subcontractor for purposes of establishing a duty of care between any subconsultant or subcontractor and the City.

SECTION 19. CONTINUITY OF PERSONNEL.

Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors / subconsultants, if any, assigned to perform the Services.

Consultant shall notify City of any changes in Consultant’s staff and subcontractors / subconsultants, if any, assigned to perform the Services prior to and during any such performance.

SECTION 20. TERMINATION OF AGREEMENT.

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

Consultant shall furnish to City a final invoice for work performed and expenses incurred by Consultant, 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.
(e) Upon written notice, City may suspend all or any portion of Consultant’s performance under this Agreement at its sole option and for its convenience for a reasonable period of time not to exceed six (6) months. City will pay to Consultant a sum equivalent to the reasonable value of the services satisfactorily provided up to the date of suspension. City may rescind the suspension prior to or at six (6) months by providing Consultant with written notice of the rescission, at which time Consultant would be required to resume performance in compliance with the terms and provisions of this Agreement. Consultant will be entitled to an extension of time to complete performance under this Agreement equal to the length of the suspension unless otherwise agreed to in writing by the Parties.

SECTION 21. DEFAULT.

In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended or reduced, if circumstances warrant. During the period of time that Consultant 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 Consultant 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 Consultant’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.

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Consultant 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 Consultant.

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 Consultant 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 telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows:

To City: City of Indio
Attn: City Manager
100 Civic Center Mall
Indio, CA 92201
To Consultant: Kim Turner, LLC
Attn: Kim Turner
3200 E. Guasti Road, Suite 100
Ontario, CA 91761
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile 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.

The person or persons executing this Agreement on behalf of Consultant represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Consultant to the performance of its obligations hereunder.

SECTION 26. ADMINISTRATION AND IMPLEMENTATION.

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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 Indio 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 Consultant and by 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 Indio Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void.

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 Consultant 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. ATTORNEY’S 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 and Addendums, along with any amendments thereto, 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 Consultant and City prior to the execution of this

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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. INCORPORATION AND CONFLICTING TERMS.
(a) The following documents are incorporated and made part of this Agreement by this reference:

1. Insurance requirements (“Addendum 1”)

2. All Exhibits and Addendums

3. All amendments

4. Consultant’s proposal, if any

5. Any laws, regulations, requirements, or restrictions, applicable to the funding source used by City to pay Consultant for any portion of work done under Agreement (“Funding Restrictions”)
(b) The documents listed above shall be referred to collectively as the “Agreement Documents.” The Agreement Documents are intended to be complementary, and a requirement in one Document is effective as if it appeared in all the Documents. In the event of a conflict between any of the Agreement Documents, the Documents shall be given effect in the following order: Funding Restrictions, Amendments (most recent first), this Agreement, Insurance requirements, Exhibits and Addendums, and Consultant’s proposal. Where the requirements of one Document are more stringent then another the more stringent shall govern.

SECTION 35. TIME OF ESSENCE.

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

SECTION 36. FEDERAL FUNDS.

In the event the Services are funded either in whole or in part by a federal grant, Consultant shall comply with the requirements of Addendum “2” “Federal Funds.” [SIGNATURE PAGE FOLLOWS]

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Signature Page

PROFESSIONAL SERVICES AGREEMENT

FOR DISPATCH CENTER CONSULTING SERVICES

BETWEEN THE CITY OF INDIO AND KIM TURNER, LLC
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

CITY OF INDIO
___________________________
Bryan H. Montgomery
City Manager
ATTEST:

CITY CLERK
By: ___________________________
Cynthia Hernandez, CMC
City Clerk
APPROVED AS TO FORM:

CITY ATTORNEY
By: ____________________________

CONSULTANT
By:

Its:

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Exhibit A – Scope of Services
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EXHIBIT “A”

SCOPE OF SERVICES
Observation
Kim Turner, LLC will, through sit-alongs and interviews, observe the work-culture, and review operational procedures of the communications center.

Schedule Overview
Kim Turner, LLC will review the current shift schedules, hours of coverage, full-time equivalent, part-time positions and make recommendations based on best practices to maximize employee efficiency.

Training
Kim Turner, LLC will review the current training program and training materials. The review will include recommendations and/or implementation of methodology to include adult learning principles, mentoring, and procedures to maximize employee performance in an effort to positively influence retention. The scope does include a revision or updating of training manuals.

Recruitment
Kim Turner, LLC will work with Personnel and Training to assist with recruitment recommendations to include social media assets and a recruitment video.

Team Building
The team-building program consists of two distinct components. The first part involves conducting an electronic assessment to understand team dynamics. This phase includes a series of virtual meetings and culminates in a comprehensive assessment. The second component of the program occurs on-site and typically encompasses one or two meetings. The overarching goal of this team-building initiative is to enhance morale and productivity, while fostering stronger connections among employees. This, in turn, ensures better alignment with the department's mission.

Mentoring
Kim Turner, LLC will provide structured mentorship with the assigned communications center leadership team. If applicable, the mentorship is for both civilian and sworn personnel.

Timeline:

The mutually agreed upon timeline, ideally, would flow as follows:
• Twelve-weeks: Review of current schedules, training materials • Sixteen-weeks: Observation period, schedule recommendations • Twenty-four weeks: Training program recommendations, employee training, recruitment • Structured mentorship with communications leadership

Professional Services Agreement with Kim Turner, LLC for Dispatch Center... Page 232 of 310 IND-PSA rev20221214
Exhibit A – Scope of Services
Page | 2
The deliverables may overlap, run parallel or be provided independent of other action items thus the billing cycle is every four weeks. The total project timeline is 24 weeks.

Project Milestones:
• Schedules, training materials review
• Observation period, schedule recommendations
• Training recommendations, employee training, recruitment • Dispatch recruitment video production, editing, publication • Team building
• Structured mentorship with communications leadership
• Final report

Professional Services Agreement with Kim Turner, LLC for Dispatch Center... Page 233 of 310 IND-PSA rev20221214
Exhibit B – Compensation
Page | 1
EXHIBIT “B”

COMPENSATION
The fee for all listed services is $197,500.00. All travel and lodging for Kim Turner, LLC related to this project is inclusive of the quote for services and will be the sole responsibility of Kim Turner, LLC.

Professional Services Agreement with Kim Turner, LLC for Dispatch Center... Page 234 of 310 IND-PSA rev20221214
Addendum 1 - Insurance
Page | 1
ADDENDUM “1”

INSURANCE
(A)INSURANCE REQUIREMENTS. Consultant 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 Consultant, 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. Consultant shall provide the following scope and limits of insurance:

1. MINIMUM SCOPE OF INSURANCE. Consultant shall maintain the following types and limits of insurance.

2. MINIMUM LIMITS OF INSURANCE.

GENERAL LIABILITY INSURANCE. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

AUTOMOBILE LIABILITY INSURANCE. Consultant shall maintain automobile liability insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.

PROFESSIONAL LIABILITY (ERRORS & OMISSIONS) INSURANCE. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.

WORKERS’ COMPENSATION INSURANCE. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000 per accident or disease). Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers.

UMBRELLA OR EXCESS LIABILITY INSURANCE. [Optional depending on limits required]. As an option to meet the limits of insurance required by this Agreement, Consultant may obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary

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Addendum 1 - Insurance
Page | 2
coverages set forth above, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
•A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;
•Pay on behalf of wording as opposed to reimbursement;
•Concurrency of effective dates with primary policies;
•Policies shall “follow form” to the underlying primary policies; and •Insureds under primary policies shall also be insureds under the umbrella or excess policies.
(B) OTHER PROVISIONS. 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 thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City. (C) OTHER REQUIREMENTS. Consultant 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 Attorney may require that Consultant furnish City with copies of original endorsements effecting coverage required by this Section. 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. Upon request from the City, Consultant shall furnish certificates and endorsements from each subcontractor identical to those Consultant 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 Consultant 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 Consultant’s liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.

4. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be

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Addendum 1 - Insurance
Page | 3
endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

5. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

6. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.

Professional Services Agreement with Kim Turner, LLC for Dispatch Center... Page 237 of 310 IND-PSA rev20221214
Addendum 2 – Federal Funds
Page | 1
ADDENDUM “2"

FEDERAL FUNDS

Professional Services Agreement with Kim Turner, LLC for Dispatch Center... Page 238 of 310 Kim Turner, LLC © 2024

Kim Turner
3200 E. Guasti Road, Suite 100
Ontario, CA 91761
(951) 203-6472
[email protected]

November 13, 2024

City of Indio
Andres Coronel
Management Analyst
100 Civic Center Drive
Indio, CA 92201

Dear Andres Coronel,

Thank you for the opportunity to respond to your request for consultation related to 9-1-1 operations.

Please, review the scope of work for your consideration.

Respectfully,

Kim Turner, President
Kim Turner, LLC

Professional Services Agreement with Kim Turner, LLC for Dispatch Center... Page 239 of 310 Kim Turner, LLC © 2024
Purpose Statement:

The Indio Police department operates a designated primary public safety answering point for 24/7 public safety emergency response. The communications center is experiencing hiring and retention issues resulting in a significant staffing shortage. The purpose is to observe and review operational efficiencies, recruitment methods, training procedures, and schedules and provide recommendations and/or implementation.

Scope of Work:

Observation
Kim Turner, LLC will, through sit-alongs and interviews, observe the work-culture, and review operational procedures of the communications center.

Schedule Overview
Kim Turner, LLC will review the current shift schedules, hours of coverage, full-time equivalent, part- time positions and make recommendations based on best practices to maximize employee efficiency.

Training
Kim Turner, LLC will review the current training program and training materials. The review will include recommendations and/or implementation of methodology to include adult learning principles, mentoring, and procedures to maximize employee performance in an effort to positively influence retention. The scope does include a revision or updating of training manuals.

Recruitment
Kim Turner, LLC will work with Personnel and Training to assist with recruitment recommendations to include social media assets and a recruitment video.

Team Building
The team-building program consists of two distinct components. The first part involves conducting an electronic assessment to understand team dynamics. This phase includes a series of virtual meetings and culminates in a comprehensive assessment. The second component of the program occurs on-site and typically encompasses one or two meetings. The overarching goal of this team-building initiative is to enhance morale and productivity, while fostering stronger connections among employees. This, in turn, ensures better alignment with the department's mission.

Mentoring
Kim Turner, LLC will provide structured mentorship with the assigned communications center leadership team. If applicable, the mentorship is for both civilian and sworn personnel.

Timeline:

The mutually agreed upon timeline, ideally, would flow as follows:
• Twelve-weeks: Review of current schedules, training materials • Sixteen-weeks: Observation period, schedule recommendations • Twenty-four weeks: Training program recommendations, employee training, recruitment • Structured mentorship with communications leadership

Quote for Services

Professional Services Agreement with Kim Turner, LLC for Dispatch Center... Page 240 of 310 Kim Turner, LLC © 2024
The deliverables may overlap, run parallel or be provided independent of other action items thus the billing cycle is every four weeks. The total project timeline is 24 weeks.

Project Milestones:
• Schedules, training materials review
• Observation period, schedule recommendations
• Training recommendations, employee training, recruitment • Dispatch recruitment video production, editing, publication • Team building
• Structured mentorship with communications leadership
• Final report
The fee for all listed services is $197,500.00.

Key Assumptions

1. Payable NET-30. Billed in 4-week cycles and may cross fiscal years. We will work with your agency should a different invoice/bill cycle be preferred.

2. Work requested outside the scope of work will be separately negotiated.

3. All travel and lodging for Kim Turner, LLC related to this project is inclusive of the quote for services and will be the sole responsibility of Kim Turner, LLC.

Professional Services Agreement with Kim Turner, LLC for Dispatch Center... Page 241 of 310 City of Indio
City Council
December 4, 2024

STAFF REPORT

To: City Council
From: Bryan H. Montgomery, City Manager
Prepared by: Ian Cozens, Director of Information Technology Subject: Three-year subscription with Trakstar for employee evalution software in total amount of $80,633.00.

RECOMMENDATION:

Approve the three-year subscription with Trakstar for employee evalution software in the amount of $80,633.00

SUMMARY:

Staff is seeking approval for a three-year subscription to Trakstar, a cloud-based employee evaluation software. Trakstar has been in use at the Indio Police Department since 2018 and in August of 2024 the Human Resources Department started a pilot program for Trakstar in various other employee of timeliness the improved has that found has Staff departments. Trakstar evaluation process, while improving the interactions process between employee and supervisor. In addition, Trakstar automates the digital storage of evaluation and the ability to monitor real time metrics using the system’s dashboard.

BACKGROUND INFORMATION:

In mid-2017 staff at the Indio Police Department began looking into methods to improve and automate the employee evaluation process. Staff ascertained the industry standard for employee evaluations moved to specialized computer software systems and 360 input models to guide employees throughout the evaluation cycle. Indio Police staff reviewed and had demonstrations of several software solutions. The Indio Police Department ultimately selected Trakstar and started implementing it in January of 2018. Trakstar is used by more than 1000 companies worldwide including state and local governments and many police and sheriff departments.

FINANCIAL SUMMARY:

Current FY Financial
Impact:
$24,724.00 In current year budget: Yes
Current FY General
Fund Impact:

Budget adjustment: No
Next FY Financial
Impact:
$27,273.00 Strategic Objective: Financial &
Environmental
Sustainability
Source of funds: Information Technology ISF Fund-Org-Object Reference:
602-531018
AGENDA ITEM #15.10
Three-year subscription with Trakstar for employee evaluation software i... Page 242 of 310

ATTACHMENTS:

City of Indio_Perform_25-28 Full Agreement 11.25.24

Three-year subscription with Trakstar for employee evaluation software i... Page 243 of 310 Order Form
General Information
Customer Name
Address
Phone Number Website
Primary Customer Contact
Customer Signature
Customer Title Customer Date
Accounts Payable Contact
Authorization Information
Contact Information
113 Cherry Street
PMB 57615
Seattle, WA 98104
1(877)489-5651
www.trakstar.com
ATSI Authorized Signature
ATSI Title ATSI Begin Date
Solution
Seats:
*annual plans
Total Bid
Order Information
Seats:

Seats:

Seats:

TOTAL
Subscription Term 1
Billing Period 1 Amount
Subscription Term 2
Billing Period 2 Amount
Subscription Term 3
Billing Period 3 Amount
Subscription Information
Subscription Term 4
Billing Period 4 Amount
Subscription Term 5
Billing Period 5 Amount
City of Indio
46800 Jackson Street
Indio
CA
92201
Ian Cozens
[email protected]
Trakstar Perform Year 1
Trakstar Perform Year 2
Trakstar Perform Year 3
300
300
300
$ 24,724.00
$ 27,273.00
$ 28,636.00
$ 80,633.00
01/08/2027-01/08/2028
$ 28,636.00
$ 24,724.00
01/08/2025-01/07/2026
$ 27,273.00
01/08/2026-01/07/2027
Terms
The first year subscription cost, plus tax if applicable, will be invoiced at the agreement "Begin Date". Payment terms are Net 30. Customer will be billed 2nd Year Subscription Cost in advance of the anniversary of the Begin Date. The Initial Term of this Agreement is three (3) years from the Begin Date, and will renew in three year increments thereafter unless either Client or Company notifies the other three of desire to cancel the contract at least sixty (60) days prior to the Begin Date after the initial three (3) year term. Completion of this form will authorize ATSI to submit invoice. Implementation of the system, as contracted by the client, will begin at the agreement "Begin Date". All sales are subject to the terms and conditions of Subscription Agreement as agreed to by the parties and attached hereto.

Use of Logo. Customer hereby grants to ATSI the right to use Customer’s company logo in marketing, sales, financial, and public relations materials and other communications solely to identify Customer as an ATSI customer. Other than as expressly stated herein, neither party shall use the other party’s marks, codes, drawings or specifications without the prior written permission of the other party.

Three-year subscription with Trakstar for employee evaluation software i... Page 244 of 310 1 Subscription Agreement

Last Updated as of the 29th day of June, 2022

This Subscription Agreement (together with all Order Forms and Addenda attached hereto, the "Agreement") of Applied Training Systems, Inc., doing business as Trakstar, and its affiliates (collectively, “Trakstar”) governs all access to and use of the human resources computer program, software modules and interactive computer services for human resources and management solutions and all applicable documentation of Trakstar and its affiliates, together with all related interfaces, functionality, web - services, supplements, add -on components, corr ections, bug fixes, modifications, enhancements, updates, new versions or releases that Trakstar subsequently may make available (collecti vely, the “System”), and constitutes a legally binding agreement between the entity for whom the System will be accessed and/or used (the “ Client”), including without limitation all of Client’s personnel who access or use the System, and Trakstar.

THIS AGREEMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING CLIENT’S RIGHTS AND

OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO CLIENT.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SYSTEM OR ANY PORTION THEREOF. BY CLICKING ON "I AGREE" OR BY ACCESSING OR USING THE SYSTEM OR ANY PORTION THEREOF, YOU, ON BEHALF OF THE CLIENT, ACKNOWLEDGE AND CONFIRM THAT: (A) YOU HAVE FULL

AUTHORITY FROM THE CLIENT TO BIND THE CLIENT TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; (B) YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; (C) CLIENT AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND (D) CLIENT ACKNOWLEDGES THAT THIS AGREEMENT IS THE LEGAL EQUIVALENT OF A SIGNED, WRITTEN CONTRACT BETWEEN Trakstar AND CLIENT. IF YOU OR THE CLIENT WHOM YOU ARE

REPRESENTING ARE NOT WILLING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS

AGREEMENT, INCLUDING WITHOUT LIMITATION THE PRECEDING ACKNOWLEDGE MENT AND

AGREEMENT, THEN YOU MUST NOT SELECT THE 'I AGREE' BUTTON ASSOCIATED WITH THIS AGREEMENT AND YOU MUST NOT ACCESS OR USE THE SYSTEM OR ANY PORTION THEREOF; Trakstar DOES NOT AND

WILL NOT GRANT YOU OR THE CLIENT ANY RIGHT OR LICENSE TO ACCESS OR USE THE SYSTEM OR ANY PORTION THEREOF.

THIS AGREEMENT REQUIRES THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.

This Agreement applies to Client’s subscription to the System. This Agreement may only be changed by mutual written agreement of the parties All Order Forms (as defined below) between Trakstar and Client shall be governed by this Agreement.

Three-year subscription with Trakstar for employee evaluation software i... Page 245 of 310 2 1. Access to and Use of the System.

1.1. Order Forms. The parties must set forth those services within the System to which Client is receiving or will receive a subscription (the “ Services”), together with the term of such subscription, associated fees and other terms, in a mutually approved (which approval may be evidenced in a written agreement, through a click-through agreement or through DocuSign or other reliable electronic means, regardless of whether approval occurs prior to, in conjunction with or following the Effective Date hereof), written order forms (each an “ Order Form”). Hereafter, “System” shall be deemed to mean only those parts of the System necessary for Client to receive the Services to which Client has a subscription pursuant to an effective Order Form. The Services shall provide the business functionality set forth in Trakstar’s documentation, as amended by Trakstar from time to time as Trakstar modifies the System (the “Specifications”).

1.2. Access. Subject to the terms and conditions of this Agreement, including the timely payment of all fees due hereunder, Trakstar hereby: (a) agrees to make available to the personnel that Client authorizes to access and use the System (each a “User” and collectively the “Users”) non-exclusive access to the System via the Internet in accordance with the standard access protocol of Trakstar; (b) authorizes Client, on a non -exclusive, non-transferable basis, to have Users access and use the System, which will at all times reside on servers owned or controlled by Trakstar; and (c) authorizes Client, on a non-exclusive, non-transferable basis, to have Users make a reasonable number of copies of Trakstar’s standard documentation that Trakstar provides to Client from time to time (“Documentation”), in whole or in part, as required for Client to produce internal support, training or communication materials regarding usage of the System.

1.3. Limited Scope. Trakstar is providing a limited term subscription to access and use the System during the term set forth on Client’s Order Form. Client acknowledges that access to, and use of, the System is limited to the scope of the express provisions set forth in Section 1.1 and Section 1.2 above and that there are no implied licenses; all rights not expressly granted under this Agreement are reserved by Trakstar.

1.4. Restrictions. Client agrees that it will not, and will not allow its directors, officers, employees, business partners, contractors or agents to:
a. Reverse assemble, reverse engineer, decompile or otherwise attempt to derive source code from the System or any component thereof;
b. Copy, reproduce, modify, sell, lease, sub-license, market or commercially exploit in any way the System or any component thereof (including the further distribution or blank forms or templates) other than as expressly agreed to in this Agreement; c. Use, or permit the use of, the System except for Client's internal purposes. Client agrees that it shall not provide access to or perform services for third parties using the System including,

Three-year subscription with Trakstar for employee evaluation software i... Page 246 of 310 3 but not limited to, any service bureau, time-sharing, lease, distribution or re-sale, rental, application service provider arrangement, or any other arrangement; d. Disclose, resell or grant access to an access code to the System or any component thereof to any third party not affiliated with Trakstar.

1.5. Updates. Trakstar may, at its sole discretion, make available error corrections, bug fixes, modifications or minor enhancements to the System (each an “Update” and collectively “Updates”) that Trakstar generally makes available to its clients that subscribe to the same Services.

1.6. Upgrades. Trakstar may develop new modules that provide new functionality or services (each an “Upgrade”) that are not part of the Services to which Client is subscribing. Client may, at Client’s discretion, purchase a subscription to an Upgrade pursuant to the terms of a new Order Form.

1.7. Certain Parts of the System.

a. Client acknowledges and agrees that certain parts of the System may be used only to transmit and store resumes (or CVs), files associated with the process of hiring a candidate (hereinafter referred to as “Candidate”), job descriptions and comments with respect to the foregoing. In such parts of the System, Client may not (i) use the Service to upload advertisements or materials other than materials regarding the candidate search process, job descriptions and comment s, or (ii) transmit unsolicited information, materials or data (including, without limitation, “spam” messages). b. Client further acknowledges and agrees that Client may not: (i) transmit any code of a destructive nature or that attempts to automatically gather information from the screen (screen scraping); or (ii) use automated systems (“bots”) to upload multiple streams of data, such as for multiple Candidates, at once. If Trakstar reasonably deems Client’s bandwidth usage to be excessive (as determined solely by Trakstar), in order to protect the responsiveness of services for all clients, Trakstar reserves the right, upon notice to Client, to reduce or disable Client’s use of this part of the System until Client can reduce its bandwidth consumption. For c larity, excessive use shall be considered as usage continually above the allotted seats in the Order Form.

1.8. Right to Modify the System.

a. Trakstar provides a platform that can be configured to meet the needs of its clients without customizing the software directly as part of a one -off build for a given client. However, if Client desires specific development work, then Client will suggest the same to Trakstar and, upon Trakstar and Client executing a written order for the specific development work (“Specific Work”) for the fees set forth in such order, Trakstar will use commercially reasonable efforts to develop such Specific Work and make available the Specific Work to Client as part of the Services. b. Trakstar reserves the right, in its sole discretion and without incurring any liability to Client, to change, enhance and otherwise modify the specifications for, and formulations and methods of provision of, the System and the Services, provided that such alterations will not materially reduce the

Three-year subscription with Trakstar for employee evaluation software i... Page 247 of 310 4 functionality of the same. Trakstar further reserves the right, in its sole discretion, to create new products and/or services based upon or incorporating the System, the Services or elements thereof.

1.9. Third Party Products and Services.

a. Client may make certain parts of the System interoperate with third- party products or services, including by way of illustration but not limitation human capital management software, virtual meeting software or document management software (collectively, “ Third Party Products”). Any access to or use by Client of such Third Party Products in connection with the Services, and any exchange of data between Client and any third party provider of such Third Party Product (each a “Third Party Provider”), is solely between Client and the applicable Third Party Provider. Trakstar does not warrant or support Third Party Products, whether or not they are designated by Trakstar as “certified” or otherwise, except as expressly specified in an Order Form. b. If Client uses a Third Party Product in connection with a Service, then (i) Client shall ensure that it has sufficient rights in the Third Party Product and its own Client Data to allow such use by the Third Party Provider and (ii) Client hereby grants to Trakstar permission to allow the applicable Third Party Provider to access the Client Data as required for the interoperation of that Third Party Product with the Services. Trakstar is not responsible for any disclosure, distribution, modification or deletion of Client Data resulting from such access by a Third Party Provider or Third Party Product. c. Certain features of the System may interoperate with Third Party Products. If Client desires to use such features of the System, then (i) Client will obtain authorization from the Third Party Provider to have the System interface with and access the Third Party Products, and (ii) Client hereby grants Trakstar permission to have the System interface with and access the account(s), data, materials, and other information of Client on the Third Party Product (collectively, “ Client’s Third Party Product Materials”) to allow such Third Party Product to interoperate with the Services. Trakstar is not responsible for the operation of any Third Party Product or the availability or operation of the Services to the extent such availability and operation is dependent upon a Third Party Product. If the Third Party Provider ceases to make the Third Party Product available for interoperation with the corresponding Service features on reasonable terms, Trakstar may cease providing those Service features without entitling Client to any refund, credit, or other compensation except that if the disabled features are considered to be significant features, Client shall be entitled to a pro-ratio refund. d. Client will (i) be responsible for complying (including, without limitation, ensuring that all Users comply) with this Agreement and Trakstar’s policies available at: trakstar.com/acceptable -

use-policy/, each of which is incorporated into and made a part of this Agreement by reference, (ii) be responsible for ensuring that Client Data and Client’s Third Party Product Materials are at all times accurate and appropriate, are not acquired or provided to Trakstar in violation of any applicable law, policy, contractual restrictions, or other third party rights, and do not infringe or misappropriate any intellectual property or other rights of any party, (iii) use all commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Trakstar promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the Documentation and applicable laws and government regulations.

Three-year subscription with Trakstar for employee evaluation software i... Page 248 of 310 5 e. Parts of the System may contain links to third party websites and vendors. Any such links to other websites and/or vendors do not represent Trakstar’s endorsement, sponsorship, or approval of such websites (or any content found thereon) or vendors. Client acknowledges that Trakstar does not control such other websites and vendors. Client understands and agrees that Trakstar does not make any representation or warranty whatsoever about any third party website or vendor, or endorse the products or services offered on or by any such website or vendor. Trakstar hereby disclaims: (i) all responsibility and liability for cont ent on third party websites; and (ii) any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) Client might provide to a third party, and Client hereby irrevocably waives any claim against Trakstar and its directors, officers, employees, agents and members with respect to such websites (including the content thereon) and vendors.

2. Term and Termination.

2.1. Agreement Term. The initial term of this Agreement shall commence upon the date on which Client has both (a) clicked “Accept” to this Agreement and (b) entered into an Order Form with Trakstar (the “Effective Date”) and, unless earlier terminated in accordance with this Agreement, continue until there is no Order Form in effect.

2.2. Order Form Term. The term of each Order Form shall begin on the ‘begin date’ of the applicable Order Form (the “Order Form Begin Date”) and shall continue for the duration specified on the relevant Order Form (the “Order Form Initial Term”), at which time, subject to any fee changes made by Trakstar pursuant to this Agreement, the Order Form Term shall automatically renew for subsequent renewal terms each of that number of years equal to the number of years of the Order Form Initial Term (each an “ Order Form Renewal Term ” and, together with the Order Form Initial Term, “ Order Form Term”), unless and until either Party provides written notice of intent not to renew at least sixty (60) days prior to the end of the then-current Order Form Term.

2.3. Termination. Upon a material breach of this Agreement, the non -breaching Party may send written notice to the breaching Party informing the breaching Party of the nature of the breach and providing thirty (30) days to cure a non -monetary breach and ten (10) days to cure a monetary breach (the “cure period”). If the breaching Party does not cure the material breach within the cure period, the non-breaching Party may immediately terminate this Agreement.

2.4. Effects of Termination.

a. Upon expiration or termination of an Order Form for any reason, (i) any amounts owed to Trakstar under the Order Form before such expiration or termination will be immediately due and payable, and Client will promptly pay any and all such amounts (and with respect to any amounts not paid due to a reasonable dispute, such amounts will be paid at the time of, and to the extent required by, resolution of the dispute, together with Late Payment Fees (as defined below), if any) and (ii) all rights to access or use the Services specified in the Order Form, and the associated System, will immediately terminate.