Redlands City Council
November 15, 2022

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AVOLVE SOFTWARE CORPORATION
Software as a Services Agreement
This agreement (“Agreement”) is made this on the 15th day of November 2022, (“Effective Date”) by and between Avolve Software Corporation, a Delaware corporation with offices at 4835 E.

Cactus Road, Suite 420, Scottsdale, Arizona 85254, United States of America, (“Avolve” or “Services Provider”) and the City of Redlands, a municipal corporation and general law city (“Customer”).

WHEREAS Avolve offers remotely hosted subscription, software-as-a-service access (on hardware owned or operated on behalf of Avolve by a third party hosting service provider such as Microsoft Corporation) to Avolve’s software (collectively, such hosted electronic plan review and project information management, collaboration and review system, including all software applications, application program interfaces, modules, databases, hardware, infrastructure, documentation and system administration, management and monitoring activities that Avolve provides for the software shall be referred to herein as the “Avolve SAAS Solution”); WHEREAS Avolve provides professional services (“Professional Services”) to assist customers with among other things, implementation of the Avolve SAAS Solution and training; WHEREAS the Customer desires to purchase use rights for the Avolve SAAS Solution and related Professional Services (the “Initial Purchase”) from Avolve and, pay for such purchases either directly or pursuant to an agreement between the Customer and a third-party financing source reasonably acceptable to Avolve (the “Financing Company”); and WHEREAS Avolve and Customer now desire to provide the terms and conditions under which Avolve will provide the Initial Purchase to Customer, as well provide the terms and conditions for the Customer to purchase other Professional Services from Avolve, with or without the assistance of Financing Company or another paying agent;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth herein, Avolve and Customer agree as follows.

SECTION A. – AVOLVE SAAS SOLUTION

1. Avolve SAAS Solution.
a. Use Rights. Subject to Customer’s compliance with all the terms and conditions of this Agreement, Avolve grants to Customer a non-exclusive, non-transferable, non-sublicensable right during the subscription term (“Subscription Term”) identified in the Implementation SOW (attached hereto as Exhibit 1 to permit Users to use the Avolve SAAS Solution identified in the Implementation SOW for Customer’s internal business operations, solely for the specific Business Unit(s) as further set forth in the Implementation SOW. Should Customer desire to reorganize any such Business Unit, it shall provide Avolve written notice as soon as possible following the determination of reorganization, so that Avolve may Redlands Regular Meeting of 11-15-2022 Page 937 of 1131

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review the planned reorganization to determine if it is consistent with the Business Unit limitation in this use rights grant and, if not, what additional fees will be required due to Customer’s reorganization to include additional Business Units. As used in this Agreement, “User” means authorized Customer employees and third parties that require access to the Avolve SAAS Solution in connection with the Customer’s internal business operations, such as the Customer’s employees, administrators, contractors, reviewers, and applicants. There may be different types/levels of Users for the Avolve SAAS Solution, such as administrator Users, if so identified in the Implementation SOW.
b. Storage. The Avolve SAAS Solution will include for the initial Subscription Term the amount of storage set forth in the Implementation SOW. Customer acknowledges that should Customer exceed the included storage limits after Avolve has sent notice to Customer in accordance with Avolve's then-current standard storage limits and data backup practices (available upon request), additional charges will be incurred by Customer. Avolve shall invoice Customer for any such additional incurred charges, and Customer shall pay such invoices, in accordance with Section C of this Agreement. Avolve may, in its sole discretion, modify the amount of standard storage included at no additional charge with the Avolve SAAS Solution, with such modification to become effective upon the effective date of any renewal term provided that Avolve provides Customer written notice of such modification at least ninety days in advance of the expiration of the then-current Subscription Term.
c. Restrictions on Use. Customer will not, and will ensure that its Users do not: (i) except as expressly stated herein, copy, reproduce, distribute, republish, download, display, host or transmit in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, any part of Avolve SAAS Solution or any other Avolve materials; (ii) use the Avolve SAAS Solution or any other Avolve materials to provide services to third parties (e.g., business process outsourcing, service bureau applications or third party training); (ii) assign, sublicense, sell, lease, loan, resell, sublicense or otherwise distribute or transfer or convey the Avolve SAAS Solution or any other Avolve materials, or pledge as security or otherwise encumber Customer’s rights under this Agreement; (iii) make any use of or perform any acts with respect to the Avolve SAAS Solution or any other Avolve materials other than as expressly permitted in accordance with the terms of this Agreement; or (iv) use the Avolve SAAS Solution components other than those specifically identified in the Implementation SOW and then only as part of Avolve SAAS Solution as a whole, even if it is also technically possible for Customer to access other Avolve SAAS Solution components; or (v) modify, further develop or create any derivative works of, disassemble, decompile, reverse engineer or otherwise attempt to obtain or perceive the source code from which any part of Avolve SAAS Solution is compiled or interpreted, or access or use Avolve SAAS Solution in order to build Redlands Regular Meeting of 11-15-2022 Page 938 of 1131

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a similar or competitive product or service; (vi) allow use of the Avolve SAAS Solution or any other Avolve materials by anyone other than authorized Users; (vii) publish any results of benchmark tests run on Avolve SAAS Solution; (viii) unless otherwise expressly authorized in writing by Avolve, use the Avolve SAAS Solution in connection with any software product or tools, or any other software as a service not provided by Avolve; and (ix) input, upload, transmit or otherwise provide to or through Avolve SAAS Solution or any systems used by Avolve anything that is unlawful, injurious, or contains, transmits or activates any harmful code. Customer acknowledges that nothing herein will be construed to grant Customer any right to obtain or use the source code from which Avolve SAAS Solution is delivered. Customer shall not tamper with or attempt to disable any security device or protection used by Avolve SAAS Solution or any other Avolve materials, nor shall Customer damage, destroy, disrupt or otherwise impede or harm in any manner the Avolve SAAS Solution or any systems used by Avolve.

Customer agrees to take all commercially reasonable steps to ensure that Users abide by the terms of this Agreement and expressly agrees to indemnify Avolve, its officers, employees, agents and subcontractors from and against all claims, liabilities, losses, damages and costs (including reasonable attorney fees) suffered by Avolve arising from a breach by the User of the conditions of this Agreement. d. High-Risk Activities. The Avolve SAAS Solution is not fault-tolerant and is not designed, manufactured, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines or weapons systems, in which the failure of the Avolve SAAS Solution or derived binaries could lead directly to death, personal injury, or severe physical or environmental damage. The Avolve SAAS Solution is also not designed or intended for use with Federal Tax Information (FTI) as defined in the Internal Revenue Service Publication 1075 (IRS 1075) or criminal justice information ("CJI"), such as fingerprint records and criminal histories.

Customer shall not use the Avolve SAAS Solution for any of these high-risk activities, including without limitation transmitting, storing or otherwise processing any FTI or CJI with the Avolve SAAS Solution. e. Project Administrator. Customer agrees, if not already designed in the Implementation SOW, to promptly designate in writing one person to be the Customer’s point person responsible for all communications with Avolve (the Customer’s “Project Administrator”). The Project Administrator is responsible for project administration duties as documented in the Avolve systems guides, statements of work, and documentation (collectively, the “Documentation”), as provided for time to time by Evolve to Customer.
f. Customer Connection. During the Term, the Customer is responsible for obtaining and maintaining connection to the Avolve SAAS Solution, including the Internet connection. Avolve shall not be responsible for any inadequacy or lack of Redlands Regular Meeting of 11-15-2022 Page 939 of 1131

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functionality of Customer’s connection to the Avolve SAAS Solution or the inability of the Customer’s computer, telecommunications provider, or other equipment and capabilities to access or use the Avolve SAAS Solution. g. Third Party Service Providers and Components. Notwithstanding anything to the contrary in this Agreement or any other documents between Avolve and Customer, Customer acknowledges and agrees as follows.

1. The Avolve SAAS Solution and its component parts are protected by copyright and other propriety rights of Avolve and one or more third party software vendors (including Oracle and Open Text Corporation (“OTC”) (all such third-party vendors, including without limitation Oracle and OTC, shall be referred to herein as “third party vendors” or “third party software vendors”). Customer may be held directly responsible by such third-party vendors for acts relating to the Avolve SAAS Solution component parts that are not authorized by this Agreement. Customer’s use of such thirdparty software is limited to only in conjunction with Avolve SAAS Solution and Customer acknowledges that it is not allowed to modify such third-party software or use it independent from Avolve SAAS Solution.

2. If Customer purchases from Avolve hosting of the Avolve SAAS Solution on the Microsoft® Windows AzureTM platform, the terms and conditions for such cloud services as such may be updated by Microsoft Corporation from time to time, are found online on at https://www.microsoft.com/licensing/docs/customeragreement.

Customer should review the documents available on this website carefully to be sure that Customer reviews the appropriate customer agreement. If Customer has purchased Microsoft Cloud for US Government, review the customer agreement for Microsoft Cloud for US Government. If Customer is purchasing commercial access, the customer agreement for commercial access for the United States applies. Upon Customer's request, Avolve will provide Customer with assistance on finding and/or a copy of the appropriate Microsoft customer agreement. Customer
acknowledges and agrees THAT (A) THE HOSTED SERVICES WILL BE

PERFORMED SOLELY AND EXCLUSIVELY SUBJECT TO THE

APPLICABLE MICROSOFT CORPORATION'S CUSTOMER
AGREEMENT (the "Microsoft Customer Agreement) , (B) THAT

AVOLVE DOES NOT GUARANTY MICROSOFT CORPORATION'S

OBLIGATIONS PURSUANT TO THE MICROSOFT CUSTOMER

AGREEMENT, AND (C) NOR CAN AVOLVE GRANT ANY WARRANTIES

OR ADDITIONAL TERMS TO THE CUSTOMER AS TO THE HOSTED
SERVICES UNDER THIS AGREEMENT. THE HOSTED SERVICES ARE
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SOLELY GOVERNED BY THE MICROSOFT CUSTOMER AGREEMENT,
TO WHICH AVOVLE IS NOT A PARTY. Microsoft Corporation makes certain service level commitments to its customers, which are available online in the Microsoft Corporation's SLAs at https://azure.microsoft.com/en-us/support/legal/sla/summary/.

If Customer desires to make a claim under the Microsoft Corporation SLAs, Customer shall submit the claim through Avolve.

Avolve will escalate the claim to Microsoft Corporation for review.

If Microsoft Corporation determines that a credit is due, Avolve will credit Customer the amount Microsoft Corporation has paid to Avolve for the SLA credit promptly after receiving the credit from Microsoft Corporation.
h. Compatibility Updates. Avolve will make commercially reasonable efforts to update the Avolve SAAS Solution, if and as required, to cause it to operate under new versions or releases of current operating systems and internet browsers, within fifteen (15) months of general availability.
i. Passwords, Access. Customer may designate and add Users and shall provide and assign unique passwords and usernames to each authorized User pursuant to Avolve’s then-current protocols. At Avolve’s discretion, Users may be added either by Avolve or directly by Customer. Customer shall ensure that multiple Users do not share a password or username. Customer further acknowledges and agrees that it is prohibited from sharing passwords and/or usernames with unauthorized users. Customer will be responsible for the confidentiality and use of its Users passwords and user names. Avolve will act as though any electronic communications it receives under such passwords, usernames, and/or account numbers have been sent by Customer. Customer agrees to immediately notify Avolve if it becomes aware of any loss or theft or unauthorized use of any of passwords, usernames, and/or account numbers. Customer agrees not to access Avolve Cloud by any means other than through the interfaces that are provided by Avolve.
j. Transmission Of Data. Customer understands that the technical processing and transmission of Customer Data is necessary to use of the Avolve SAAS Solution, and consent to Avolve’s interception and storage of Customer Data. Customer understands that its Users or Avolve may be transmitting Customer Data over the Internet, and over various networks, only part of which may be owned by Avolve.

Avolve is not responsible for any portions of Customer Data that are lost, altered, intercepted or stored without authorization during the transmission of Customer Data across networks not owned by Avolve.
k. Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Customer Data and the means by which it acquired Customer Data, (c) be Redlands Regular Meeting of 11-15-2022 Page 941 of 1131

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responsible for cooperating and assisting Avolve as reasonably requested by Avolve to facilitate performance of its obligations and exercising of its rights under this Agreement, (d) use the Avolve SAAS Solution and any other materials provided by Avolve only in accordance with the Documentation and applicable laws and government regulations, including complying with all applicable legal requirements regarding privacy and data protection so as to not violate the intellectual property, privacy or any other rights of any third parties, and (e) use commercially reasonable efforts to prevent any security breach, including any unauthorized access to or use of the Avolve SAAS Solution. Should Customer become aware of any actual or threated security breach, Customer shall promptly notify Avolve and take all reasonable and lawful measures within its 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 Avolve SAAS Solution). Customer shall provide sufficient notice to, and obtain sufficient consent from, its Users and any other party providing personal data to Avolve and its suppliers (including the Microsoft Corporation) to permit the processing of data by Avolve and its supplier, and their respective affiliates, subsidiaries, and service providers solely to the extent such processing of data is expressly allowed for under this Agreement, including for the purpose of disclosing it to law enforcement or other governmental authorities as directed by Avolve solely to the extent Avolve is required to do so by law, or otherwise mutually agreed to in writing by the parties.
l. Data Backup. The Avolve SAAS Solution is programmed to perform data backups of Customer Data stored within the Avolve SAAS Solution in accordance with Avolve's then-current standard storage limits and data backup practices (available upon request). Additional data backups may be purchased for an additional fee from Avolve and such additional data backup services shall be documented in an SOW pursuant to Section B of this Agreement. In the event of any loss, destruction, damage or corruption of Customer Data caused by Avolve or the Avolve SAAS Solution, Avolve, as its sole obligation and liability and as Customer’s sole remedy, will use commercially reasonable efforts to restore Customer Data from Avolve’s most current backup of Customer Data.
m. Ownership. Customer acknowledges and agrees that Avolve owns all right, title, and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the Avolve SAAS Solution and any suggestions, enhancements requests, feedback, recommendations or other information provided by Customer or any of its Users related to the Avolve SAAS Solution.

Customer’s use rights to the Avolve SAAS Solution and the related materials supplied by Avolve pursuant to this Agreement are strictly limited to the right to use the proprietary rights in accordance with the terms of this Agreement. No right of ownership, expressed or implied, is granted under this Agreement.

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2. Security. The security, privacy and data protection commitments set forth in this Agreement only apply to products and services provided by Avolve directly to Customer and do not include any products or services resold by Avolve hereunder, including any hosting services provided by Microsoft Corporation pursuant to the Customer's Microsoft Customer Agreement.
a. Security Program. Avolve hasimplemented and maintains an information security program that incorporates administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of the Customer Data provided by Customer and its Users to Avolve in accordance with this Agreement.
b. Annual Audit. Avolve will use commercially reasonable efforts to conduct an annual security audit of Avolve using an independent third party selected by Avolve. Upon the Customer’s written request, a copy of the final report from any such audit shall be promptly provided the Customer. The Customer agrees that any such reports or other information provided to Customer concerning any audit shall be the Confidential Information of Avolve.
c. Security Breach. Avolve will notify Customer promptly and in no event later than one (1) business day following Avolve’s discovery of a Data Security Breach (defined below) and shall (i) undertake a reasonable investigation of the reasons for and the circumstances surrounding such Data Security Breach and (ii) reasonably cooperate with Customer in connection with such investigation, including by providing Customer with an initial summary of the results of Avolve’s investigation as soon as possible, but in all cases within two (2) business days after the date Avolve discovered or reasonably suspected a Data Security Breach, and then regular updates on the investigation as it progresses; (iii) not make any public announcements relating to such Data Security Breach without Customer’s prior written approval, which shall not be unreasonably withheld; (iv) use commercially reasonable efforts to take all necessary and appropriate corrective action reasonably possible on Avolve’s part designed to prevent a recurrence of such Data Security Breach; (v) collect and preserve evidence concerning the discovery, cause, vulnerability, remedial actions and impact related to such Data Security Breach, which shall meet reasonable expectations of forensic admissibility; and (vi) if requested by Customer, at Customer’s cost, provide notice to individuals or entities whose Confidential Information was or may have been affected in a manner and format specified by Customer. In the event of any Data Security Breach is caused by Avolve, Customer shall have, in addition to all other rights and remedies available under this Agreement, law and equity, the right to terminate the Agreement upon thirty (30) days prior written notice. For purposes of this Agreement, the term “Data Security Breach” shall mean any of the following occurring in connection with Customer Data in connection with Customer’s and its Users’ authorized use of the Avolve SAAS Solution: (a) the loss or misuse of Customer Data; and (b) disclosure to, or acquisition, access or use by, any person Redlands Regular Meeting of 11-15-2022 Page 943 of 1131

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not authorized to receive Customer Data, other than in circumstances in which the disclosure, acquisition, access or use is made in good faith and within the course and scope of the employment with Avolve or other professional relationship with Avolve and does not result in any further unauthorized disclosure, acquisition, access or use of Customer Data. d. Signatures. The parties shall use electronic signatures for all agreements unless otherwise prohibited by law. Prior to any public disclosure of any document containing a signature, the signature shall be redacted by the disclosing party in a manner which renders it illegible and unable to be copied.

3. Suspension Right. Avolve reserves the right to include disabling devices in the service and software provided under this Agreement and to use such disabling devices to suspend access and/or use when any payment is more than 60 days overdue or when Avolve believes that Users are using the Avolve SAAS Solution and/or any other materials or services provided by Avolve hereunder not in accordance with the Documentation, this Agreement and/or applicable laws and government regulations. In addition, if Customer is using Microsoft Corporation for hosting services, Microsoft Corporation may terminate or suspend Customer's hosting services in accordance with the Customer's Microsoft Customer Agreement and, should this happen, Customer will not be able to access the Avolve SAAS Solution. Customer agrees that Avolve shall not be liable to Customer, Users or to any third party for any suspension or inability to access the Avolve SAAS Solution pursuant to this Section A(3). If suspended for failure to pay, upon payment in full of all amounts overdue (including any interest owed), Customer may request the reactivation of its account. Avolve shall reactivate promptly after receiving in advance all applicable reactivation fees, provided that Avolve has not already terminated this Agreement.

4. Ownership and Disposition of Customer Owned Data, Hosting Location. “Customer Data” refers to the data provided by the Customer that resides in the Customer’s Avolve SAAS Solution environment, including any plan review, project drawings and associated project documents. Customer shall own all Customer Data that may reside within Contractor’s hosting environment, to include Disaster recovery site, equipment and media. Contractor is granted no rights hereunder to use the Customer Data except to the extent necessary to fulfill its obligations to Customer under this Agreement. Unless approved in writing by Customer, Avolve shall host the Avolve SAAS Solution provided to Customer hereunder from a data center located within the United States. Upon termination or expiration of Customer’s right to use the Avolve SAAS Solution for any reason other than Customer’s uncured material breach, for the first thirty (30) calendar days following termination or expiration, Customer may request in writing that Avolve provide a copy of Customer's then-current Customer Data and, for no additional cost, Avolve shall provide a copy in a mutually agreed upon format, unencrypted and uncompressed, on media supplied by the Customer. If the parties are unable to mutually agree upon the format or the media supplied by Customer is not acceptable to Avolve, Avolve will use commercially reasonable efforts to still provide a copy of the Customer Data but Avolve may charge a reasonable professional services fee for increased costs incurred. After this time period Redlands Regular Meeting of 11-15-2022 Page 944 of 1131

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has expired, Avolve has no further obligation to retain the Customer Data and shall use commercially reasonable efforts to promptly delete all Customer Data from the Avolve SAAS Solution.

5. Verification. Avolve shall be permitted to audit (at least once annually and in accordance with Avolve standard procedures, which may include on-site and/or remote audit) the usage of the Avolve SAAS Solution and any other materials provided by Avolve to Customer. Customer shall cooperate reasonably in the conduct of such audits. In the event an audit reveals that (i) Customer underpaid fees to Avolve and/or (ii) that Customer has used in excess of the use rights granted herein, Customer shall pay such underpaid fees for such excess usage. Avolve reserves all rights at law and equity with respect to both Customer’s underpayment of fees and usage in excess of the authorized quantities or levels.

SECTION B. – PROFESSIONAL SERVICES AND SOWS

1. Statements of Work. From time-to-time during the Term of this Agreement, the parties may enter into statements-of-work (each being an “SOW”) for Avolve SAAS Solution use rights (including additional storage) and/or Professional Services on terms mutually agreed in writing between the parties in the SOW, including, without limitation, scope of services, expected deliverables, milestone dates, acceptance procedures and criteria, fees and other such matters. No SOW shall be binding until executed by both parties. Each SOW will be incorporated into and subject to this Agreement. In the case of any conflict between the SOW and this Agreement, this Agreement shall control unless the SOW specifically states otherwise.

SECTION C. – GENERAL TERMS AND CONDITIONS

1. Fees.
a. Implementation SOW and Additional Storage Fees. The Implementation SOW includes the Avolve SAAS Solution subscription fees as outlined in Exhibit 3 – Pricing Agreement, as well as the training and implementation professional services; which, unless set forth otherwise in the Implementation SOW, shall be invoiced by Avolve in full, in advance on the Effective Date. Additional storage fees shall be as set forth in the then-current standard storage limits and data backup practices document, a copy of which is available from Avolve upon request. Additional storage fees will be invoiced in accordance with the thencurrent standard storage limits and data backup practices document. b. Other SOWs. Any SOWs that Avolve and the Customer may execute from time to time during the Term of this Agreement shall include within them the applicable fees, including whether the Avolve SAAS Solution subscription fees and/or Professional Services fees are being paid by Customer through Financing Company, by Customer through another paying agent, or by Customer directly to Avolve. Unless otherwise specified in the SOW, Professional Services fees will be Redlands Regular Meeting of 11-15-2022 Page 945 of 1131

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invoiced as the Professional Services are delivered and Avolve SAAS Solution subscription fees will be invoiced yearly, in advance, in full at the time the SOW is executed.
c. General Terms. Unless set forth otherwise in an SOW, payment on all invoiced amounts shall be due thirty (30) days from receipt of invoice.

Avolve will invoice for the Avolve SAAS Solution subscription fees yearly, in advance, with the first invoice being issued on the Effective Date of this Agreement. The Customer agrees to pay all invoiced subscription fees net thirty (30) daysfrom receipt of invoice. All fees are due in advance, irrevocable and non-refundable (except as expressly set forth otherwise in this Agreement). Customer agrees to provide Avolve with complete and accurate billing and contact information.

2. Taxes. Fees and other charges described in this Agreement do not include federal, state or local sales, foreign withholding, use, property, excise, service, or similar transaction taxes (“Tax(es)”) now or hereafter levied, all of which shall be for Customer’s account.

Any applicable direct pay permits or valid tax-exempt certificates must be provided to Avolve prior to the execution of this Agreement. If Avolve is required to pay Taxes, Customer shall reimburse Avolve for such amounts.

3. Term. Except if terminated earlier in accordance with this Section C(3), this Agreement shall commence on the Effective Date and shall continue for the longer of either (a) the expiration of the Subscription Term for the Avolve SAAS Solution or (b) the completion of all Professional Services under all SOWs. Except as otherwise provided in any SOW, UPON

THE EXPIRATION OF THE INITIAL TERM, THE SUBSCRIPTION TERM SHALL AUTOMATICALLY RENEW FOR SUCCESSIVE RENEWAL TERMS EACH EQUAL TO TWELVE (12) MONTHS, AT AVOLVE’S THEN CURRENT FEES FOR CUSTOMER’S THEN CURRENT USAGE, UNLESS EITHER PARTY PROVIDES NOTICE OF NON-RENEWAL AS SET FORTH IN THIS SECTION C(3). Avolve will provide notice of non-renewal or a notice of the fees due for each Renewal Term at least sixty (60) days prior to the commencement of the Renewal Term. If a notice of fees is provided, it will be in the form of an invoice. Customer acknowledges that it is its responsibility to provide a current email address to Avolve and to monitor such address for such notices. Customer may elect not to renew a Subscription Term by providing notice to Avolve at least thirty (30) days prior to the commencement of the Renewal Term.

4. Termination. In addition to any termination rights that may be set forth in a specific SOW, either party may terminate this Agreement immediately upon written notice in the event that the other party materially breaches this Agreement and thereafter has failed to cure such material breach (or commenced diligent efforts to cure such breach that are reasonably acceptable to the terminating party) within thirty (30) days after receiving written notice thereof. Without prejudice to either party's rights to terminate set forth in the prior sentence, if Customer has purchased from Avolve hosting of the Avolve SAAS Solution on the Microsoft® Windows AzureTM platform, and Microsoft Corporation Redlands Regular Meeting of 11-15-2022 Page 946 of 1131

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terminates the Customer's Microsoft Customer Agreement during a Subscription Term, Avolve and Customer shall act in good faith to determine a mutually acceptable replacement provider promptly upon receiving notice of Microsoft Corporation's intent to terminate the Customer's Microsoft Customer Agreement.

5. Force Majeure. Any delay or nonperformance of any provision of this Agreement (other than for the payment of amounts due hereunder) caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Agreement, and the time for performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.

6. Confidentiality. Each party shall use commercially reasonable efforts to hold confidential information (“Confidential Information”) of the other in confidence. All Confidential Information (including but not limited to data) shall (i) remain the sole property of the disclosing party and (ii) be used by the receiving party only as authorized herein.

Information will not be considered to be Confidential Information if (i) available to the public other than by a breach of this agreement; (ii) rightfully received from a third party not in breach of any obligation of confidentiality, (iii) independently developed by or for a party without access to Confidential Information of the other; (iv) lawfully known to the receiving party at the time of disclosure, (v) produced in compliance with applicable law, securities reporting requirement or a subpoena, government or court order, in which case Customer shall use its best effort to notify Avolve of the request and an opportunity to intervene; or (vi) it does not constitute a trade secret and more than three (3) years have elapsed from the date of disclosure. If Avolve receives a request for Customer Data (either directly or as redirected to Avolve by the Microsoft Corporation), then Avolve shall redirect the law enforcement agency to request that data directly from Customer. If compelled to disclose Customer Data to law enforcement, then Avolve shall promptly notify Customer and provide a copy of the demand, unless legally prohibited from doing so. To the extent required by law, Customer shall notify individual Users that their data may be processed for the purpose of disclosing it to law enforcement of other governmental authorities as directed by Avolve and shall obtain the User's consent to the same.

7. Indemnification; Limitation of Liability.
a. Indemnification. If a third party makes a claim against the Customer that any Customer’s use of the Avolve SAAS Solution in accordance with the terms of this Agreement infringes such third party’s intellectual property rights, Avolve, at its sole cost and expense, will defend Customer against the claim and indemnify Customer from the damages, losses, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by Avolve, provided that Customer: (i) notifies Avolve promptly in writing of the claim; (ii) gives Avolve sole control of the defense and any settlement negotiations; and (iii) gives Avolve reasonable assistance in the defense of such claim. If Avolve believes or it is determined that the Avolve SAAS Solution has Redlands Regular Meeting of 11-15-2022 Page 947 of 1131

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violated a third party’s intellectual property rights, Avolve may choose to either modify the Avolve SAAS Solution to be non-infringing or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, Avolve may terminate Customer’s use rights and refund any unused, prepaid fees Customer may have paid to Avolve. Avolve will not indemnify the Customer to the extent that the alleged infringement arises from (1) the combination, operation, or use of the Avolve SAAS Solution with products, services, information, materials, technologies, business methods or processes not furnished by Avolve; (2) modifications to the Avolve SAAS Solution, which modifications are not made by Avolve; (3) failure to use updates to the Avolve SAAS Solution provided by Avolve; or (4) use of Avolve SAAS Solution except in accordance with any applicable Documentation or specifications. This section provides THE SOLE,

EXCLUSIVE, AND ENTIRE LIABILITY OF AVOLVE AND ITS LICENSORS TO CUSTOMER, AND IS CUSTOMER’s SOLE REMEDY, WITH RESPECT TO THE INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS.
b. Limitation of Liability. In no event will Avolve be liable for special, indirect, incidental, consequential, or exemplary damages, including, without limitation, any damages resulting from loss of use, loss of data, interruption of business activities, or failure to realize savings arising out of or in connection with this agreement, including without limitation use of the Avolve SAAS Solution and the provision of the Professional Services. Except for direct damages and expenses associated with Avolve’s obligation to indemnify Customer pursuant to Section C (7) (a), Avolve’s aggregate, cumulative liability for damages and expenses arising out of this Agreement, whether based on a theory of contract or tort, including negligence and strict liability, will be limited to the amount of fees receive by Avolve under this Agreement (which fees may have been received by Avolve from Financing Company or directly from Customer). Such fees reflect and are set in reliance upon this limitation of liability. The limited remedies set forth in this Agreement shall apply notwithstanding the failure of their essential purpose.

8. Support; Warranties.
a. Support. During the Customer’s Subscription Term, at no additional cost to the Customer, Avolve shall provide the Avolve SAAS Solution in accordance with Avolve’s Service Level Agreement (attached hereto as Exhibit 2). b. Warranties. Customer warrants and covenants that it owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Avolve and processed in accordance with this Agreement, they do not and will not infringe, misappropriate or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable laws or and government regulations, including but not limited to all foreign, United States federal and United States state recording laws.

If Customer is purchasing from Avolve resold rights to Microsoft Cloud for US Redlands Regular Meeting of 11-15-2022 Page 948 of 1131

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Government, Customer further warrants that it is one of the following: (i) a bureau, office, agency, department or other entity of the United States Government; (ii) any agency of a state or local government in the United States; (iii) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state jurisdiction and geographic boundaries; or (iv) a federallyrecognized tribal entity performing tribal governmental functions and eligible for funding and services from the US Department of Interior by virtue of its status as an Indian tribe.
c. Disclaimer. Avolve AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL OTHER

WARRANTIES STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT

LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTY IS GIVEN AS TO ACCURACY, ERROR-FREE OR UNINTERRUPTED SERVICE. CUSTOMER

ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES, ANY

AVOLVE MATERIALS, THE AVOLVE SAAS SOLUTION OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR ITS PURPOSES. EACH

PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. Avolve makes no warranties or conditions as to any services or products distributed under a third-party name, copyright, trademark or trade name that may be offered with or incorporated with the Avolve SAAS Solution or Professional Services provided by Avolve hereunder (such as the Microsoft hosting services). To the maximum extent permitted by law, Avolve will have no liability in connection with the thirdparty services or products.

9. Notices: Any notices being given by this Agreement shall be in writing and shall be effective if delivered personally, sent by prepaid courier service, sent by prepaid mail, or sent by facsimile or electronic communication (confirmed on the same or following day by prepaid mail). All correspondence shall be addressed to the parties as follows:

If to Avolve: If to Customer:

Mr. Jay Mayne
CFO
Avolve Software Corporation
4835 E. Cactus Rd., Suite 420
Scottsdale, AZ 85254
Brian Desatnik
Development Services Director
City of Redlands
35 Cajon Street
Suite 20
Redlands, CA 92373

10. Governing Law. This Agreement will be governed by and construed in accordance with the laws of Customer’s state of domicile.

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11. Entire Agreement. This Agreement, together with any SOWs, constitutes the entire agreement and understanding between the parties and supersedes any prior agreements, representation, or understandings, whether oral or written, relating to the services provided hereunder.

12. Severability. Should any court of competent jurisdiction declare any term of this Agreement void or unenforceable, such declaration shall have no effect on the remaining terms hereof.

13. Assignment. These services and any other information or rights provided by Avolve, may not be sold, leased, assigned, sublicensed or otherwise transferred in whole or in part.

Neither party may assign this Agreement or the benefits there from in whole or in part without the prior written consent of the other party which consent shall not be unreasonably withheld. Any assignment made in conflict with this provision shall be voidable at the option of Avolve.

14. Independent Contractor. Avolve is an independent contractor and not an employee of the Customer. Any personnel performing services under this Agreement on behalf of Avolve shall at all times be under Avolve’s exclusive direction and control. Avolve shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Avolve shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and worker’s compensation insurance.

15. Amendment. This Agreement may only be modified by written amendment signed by authorized representatives of both parties.

16. Hierarchy. The following order of precedence shall be applied in the event of conflict or inconsistency between provisions of the components of this Agreement: (i) this Agreement and (ii) the applicable Avolve Support SLA or SOW. Notwithstanding the foregoing, if any part of the Avolve Support SLA or SOW expressly states that it shall control over the Agreement, it shall so control.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.

Avolve Software Corporation CITY OF REDLANDS
By: By: ____________________________________
Name: Name: _________________________________
Title: Title: ___________________________________
Date: Date: ___________________________________
ATTEST:
___________________________________________
Jeanne Donaldson, City Clerk
Jay Mayne Paul T. Barich
Chief Financial Officer, VP Operations Mayor
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Electronic Document Management & Collaboration Solution City of Redlands, CA
Statement of Work – Implementation SOW
September 9, 2022
4835 East Cactus Road Suite 420, Scottsdale, Arizona 85252 Phone: 602.714.9774 www.avolvesoftware.com
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EXECUTIVE SUMMARY
This Statement of Work will focus on SaaS of a Production and Test Environments and the implementation of ProjectDox Best in Class workflows addressing the Customer’s needs for One (1) Best in Class plan review process. The goal is to implement ProjectDox and a standard Cityworks PLL permitting system integration for ProjectDox utilizing web services, in a standardized, off the shelf manner. We will leverage Avolve best practices and built-in configuration and modifications features, to meet the most effective functionality required to achieve the highest business value for the customer (the "Project").

SCOPE OF WORK
PHASE 1 SETUP

The project kickoff will be scheduled between Avolve Software and the customer to start the project and the setup of the Production SaaS environment including installation of the below purchased workflows. Additional activities will include the development and acceptance of the project plan and identification of one 30-minute weekly status calls to occur each week over this 16-week project. Additional environments (Test) will be factored into the project plan and implemented based on the sales order/agreement.

The date of acceptance for this milestone becomes the SaaS System Annual Renewal Date.

PHASE 2 CONFIGURATION & INTEGRATION

The Avolve project manager will work with the Customer to schedule configuration workshop sessions with the Customer project team to complete the Configuration Worksheet and complete the base setup using standard templates and design to expedite the project while providing the best business value for the below workflows. This includes three (3) 2-hour sessions to cover each workflow. Any design requirements identified during this phase outside of the design of the BIC workflow process and/or requiring development will be scoped and presented in a separate Statement of Work or Change Order.
• Building Combination (Residential and Commercial) Workflow The Integration Configuration section of the Configuration Worksheet that will be reviewed with the Customer project team and used to acquire the required data and API connection/credential information to complete the defined integration. This includes two (2) 2-hour sessions.

Integration between ProjectDox and Cityworks PLL requires the Cityworks PLL permitting system to have the required API’s/ web services to facilitate the communication. If API’s are not currently present and functional, the Customer will need to provide the resources to develop and test any new required services and Avolve will assist in testing. Any additional integration points other that what is described below would be considered additional scope and would require additional professional services (assurance services) to cover design, development, and testing. Direct database calls are not supported. Below is a description of the integration and visual reference of their locations within the workflow. • Cityworks PLL permitting system integration includes:

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o Get Permit Information–calls the API services to retrieve defined permit information from permitting system i.e., building details, zoning type, square footage, etc. o Get Contact Information–calls the API services to retrieve defined contacts and associated information, i.e. applicant name, address, phone, contractor name, address, phone, etc. o Get Default Reviews – calls the API services to retrieve the predefined setup of review groups to be assigned during the Assign Reviewers task in ProjectDox. These groups are then automatically selected (checked) in the Assign Reviewers eForm.
o Add/Remove Plan Reviews – as plan reviews (Department Review) are assigned or unassigned, this is posted to the permitting system by adding/deleting/de-activating the associated reviews. o Update Plan Reviews – Push of data to provide the permitting system the following data related to the plan review:
 Reviewer Name
 Reviewer Department
 Review Cycle
 Review Status (Approved, Rejected)
 Date Completed

o Get Fee Balance - calls the API services to retrieve any fee balance. Some permitting systems API’s can also supply details of fees due, but most only provide a current balance. o Update Project Status Approved – Push final status or log event of approved to permitting system API indicating to the permitting system that all reviews are approved in ProjectDox.

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PHASE 3 PROJECT TEAM TRAINING
The Avolve training team will schedule a training session to educate the project team on the key concepts and features of the application and workflow to provide knowledge on how to begin unit testing of the workflow(s). This course will include basic navigation of the system, creating and editing annotations on plans and how this relates to the roles within the application and workflow for plan review. The system administration training course will also be conducted for identified City users. All courses are limited to 12 persons per course session maximum.

PHASE 4 ACCEPTANCE TESTING
Integration Unit Testing (IUT)
The Integration Unit testing phase is conducted over a 5-business day per period that includes the delivery of the designed process, validation of the design by the Customer and resolution to design issues by Avolve before starting Redlands Regular Meeting of 11-15-2022 Page 955 of 1131 07102019 Exhibit 1 Page 5 of 12
the next sprint. The Avolve team will provide guidance to the Customer on methods to test the designed process and system meeting with the customer three (3) times for 1 hour each to work towards acceptance of the designed integrated product. Customer will validate the integration and document any identified issues in the Tracking Log document provided by the Avolve project manager. Avolve will resolve any identified issues to allow the customer retest to gain acceptance.

End to End User Acceptance Testing
The Avolve project manager will meet with the Customer three (3) times for 1 hour each to assist in the review and issue resolution for the functional end-to-end system. This phase is conducted over a 5-business day period and will allow the Customer to test and validate the full design of the system and the designed workflow(s). Any identified issues shall be added to the Tracking Log document provided by the Avolve project manager. Avolve will resolve any identified in scope issues to allow the customer to retest to gain acceptance.

Completion and acceptance of the testing will initiate the promotion of the code from the Production system to the Test system to prepare for go-live training.
• Setup of Test Environment
• Code Promotion from Production to Test
PHASE 5 TRAINING
Avolve education specialists will deliver the below courses to the Jurisdictions staff. The courses will train approximately 48 persons and will be delivered based on the project plan rollout. A maximum of 12 persons per course is enforced with exception of the Community Outreach (TES-OUT). This demonstration/lecture session is targeted for the design community and is intended to be conducted for larger audiences (25+) to educate and promote the new processes.

It is recommended that training sessions be organized with participants of similar technological abilities to allow for the most efficient delivery and retention of the materials. Additional training above and beyond the courses below may be added, or additional training may be performed post go-live by leveraging the assurance services funds afforded by the project. • Delivery of classes for all products/modules as purchased Quantity Course Name Est. Length
4 Introduction to ProjectDox 3 hrs.
3 Workflow & Markup for Plan Reviewers 6 hrs.
1 Workflow and Project Administration for Coordinators 6 hrs. 1 System Administration 4 hrs.
1 Community Outreach 1-2 hrs.

PHASE 6 GO LIVE/LAUNCH
The Avolve project manager will assist the customer with any product related errors or questions regarding the software for a period of 5-business days post go-live. After the 5-business day go-live period the project will be considered complete, and the customer shall be introduced and transitioned to the Avolve support team. The extension of support from the project manager can be extended with the purchase of post go live subscription services program. • Go-Live
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• Transition to Support

ASSURANCE SERVICES
The assurance services fund may be leveraged at any time during or post project completion to cover additional integration requirements, newly identified out of scope requirements, training, and software not included in this statement or work. The funds intent is to be used post go-live/launch of a process to keep the project management team engaged to assist with change management and user adoption assistance. Assurance services hours are billed on an hourly basis at a rate of $225.00 an hour. The use of hours requires a change order or an assurance services agreement that defines the work and has signatures of agreement for use by the Customer.

ACCEPTANCE PROCESS
There will be Key Deliverables within the identified phases of the project as identified in the Project Activities/Deliverables Schedule which will be subject to acceptance by the Customer ("Acceptance"). Upon completion of each Key Deliverable, Avolve will request from the Customer a written response/acceptance within five (5) business days after receipt thereof.

Notwithstanding the foregoing or anything to the contrary in the Purchase Agreement, all other Deliverables provided under this Statement of Work shall be deemed to have been accepted by the Customer upon delivery. If Customer does not approve, reasons for rejection must be clearly noted. Avolve will then work with the Customer to come to agreement on obtaining approval. The Customer shall be deemed to accept any such Key Deliverable which Customer does not accept or reject within such period. This acceptance will initiate the invoice of the milestone, if applicable.

AVOLVE PROJECT PLAN AND PROCESS
Promptly following execution of this Statement of Work, the parties shall meet to discuss the general project schedule, which will be organized around the standard Avolve project On-Boarding process. Within 2 weeks, the initial project plan will be created and sent to the Customer. The Project Plan contains a schedule, a list of tasks in a schedule format, assignments of specific team members over specific times and communication status reporting processes. The Project Plan is a living document that will be reviewed throughout the term of this Agreement and may be adjusted as reasonably necessary, as agreed to from time to time by the parties involved.

PROJECT ASSUMPTIONS AND CAVEATS

1. This Project was scoped based upon purchase of ProjectDox Best In Class, understanding that the site will be hosted by Avolve and configured per established Best-In-Class standards. This understanding forms the basis for Avolve’s pricing and the Deliverables to be provided under this Statement of Work. Any deviation from these requirements will require a change order and may increase cost or estimated time of Project completion.

2. Avolve will have full access to all Project team members from the customer, as needed, to complete the successful implementation and roll out of ProjectDox. This access may require the team members of the customer to dedicate specific time to specific detailed tasks within the Project Plan. Team member tasks will be more clearly defined during the kickoff and planning sessions and documented in the Project Plan.

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3. Customer and its third parties and/or subcontractors will fulfill any hardware/software requirements, including the purchase/development of API’s for integration to allow for communication between Avolve Software and the Customer’s permitting system in a timely fashion in order to keep the Project Plan on schedule.

4. This best approach package to implementation relies on partnership with the jurisdiction to achieve desired go-live goals. To that end, a not to exceed of 144 hours have been allocated to the project for professional service. Should the customer cause or contribute to the delay of any Deliverable, extend scope of schedule and/or scope of work incremental costs may be associated and may result in compilation of a formal Change Order to denote said changes.

5. Cancellation or reschedule requests within 72 hours of an upgrade and/or training date may result in a 20% cancellation fee. The 20% fee will be calculated on the total services for the project minus any Assurance Services.

6. All parties will reasonably prioritize their efforts to meet the Project Plan schedule in order to achieve a rapid roll out model. It is understood by all parties that multiple tasks may be in process at one time and Avolve may have more than one Professional Services team member working on the project at one time.

7. Client will provide adequate Project management for their own resources, and/or third parties, to collaborate with Avolve’s project manager. Client subject matter experts and applicable users will be accessible and available in a timely fashion and for adequate and reasonable durations. Avolve will make sure that scheduling of meetings is done adequately in advance of these resource allocations.

8. Avolve has scoped and intends to fully leverage ProjectDox as is, utilizing all built in configuration features to setup the processes using the Configuration Worksheet as a guide to meet the business needs.

9. Any optional items chosen in the Purchase Agreement/Sales Order are not included here and would require a modification to this Statement of Work.

10. Customer understands that an ePlan Life Cycle implementation is a very significant digital transformation enterprise project that requires dedicated change management from the Customer’s staff. This will be key for the success of the Customer.

11. Work will not begin until an executed copy of all paperwork is complete. Work will begin at the earliest date at which Avolve resources and Customer resources are available or as otherwise agreed to.

12. Avolve and Customer agree to cooperate in good faith to complete the Services and Deliverables in a timely and efficient manner.

13. Recording of Avolve provided training or UAT (user acceptance testing) sessions is not permitted.

14. All training classes unless otherwise noted are limited to 12 persons maximum per class.

15. In the event the Customer delays the progression of the implementation and Avolve Software resources are placed on-hold and/or removed from the project, Avolve Software will not guarantee Project Managers and/or Technical Avolve resources will be available to re-deploy immediately upon resolution of the issue. In this event, Avolve Software resources will be rescheduled to the next available timeframe.

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*Configuration options are as described by ProjectDox documentation and as evidenced by ProjectDox administration screens. Minor changes to Avolve ProjectDox Best Practices (Best in Class) workflows are changes to activate/deactivate and/or parametrize with variables, existing steps in the Best Practices workflows. Customization of additional products and modules are to be within the bounds and scope of the respective core product(s) and modifications are limited to those that are allowed by core product design.

CHANGE CONTROL PROCESS
The “Change Control Process” is that process which shall govern changes to the scope of the Project during the life of the Project. The Change Control Process will apply to new components and to enhancements of existing components. The Change Control Process will commence at the start of the Project and will continue throughout the Project's duration.

Additional procedures and responsibilities may be outlined by the Project Manager identified on the signature page to the Agreement and will be included in the Project Plan if mutually accepted.

Under the Change Control Process, a written “Change Request” (attached) will be the vehicle for communicating any desired changes to the Project. It will describe the proposed change; the reason for the change and the effect the change may have on the Project. The Project Manager of the requesting party will submit a written Change Request to the Project Manager for the other parties.

All parties must sign the approval portion of the Change Request to authorize the implementation of any change that affects the Project’s scope, schedule or price. Furthermore, any such changes that affect the scope of this SOW, schedule or price will require an amendment to the SOW and/or any other part of the Purchase Agreement.

PRICING, TRAVEL AND EXPENSE
Pricing and payment terms are as set forth in Exhibit 3 of the Agreement to Perform Professional Services. • Professional Service hours will be invoiced monthly as time and materials based on the rate for the applicable resources. Avolve will provide monthly balances for hours remaining for the project. • Training will be invoiced as courses are completed at the identified fixed price provided in the Purchase Agreement/Sales Order.
• Travel and Expenses are estimated to be $10,000.00 and will be invoiced to customer as incurred for trips to the Customer offices. Customer will only be invoiced for actual incurred expenses.

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PROJECT ACTIVITIES / DELIVERABLES PAYMENT SCHEDULE
Preliminary project and deliverable schedules are provided and are subject to change based on discussions to occur post the kick-off of the project, provided that both the Customer and Avolve Software agree to the new terms in writing. The project scope and associated costs is based on a 12-week implementation schedule.
12 WEEK SCHEDULE
Schedule Deliverable
Week 1 – Kick Off • Project Kick Off Meeting
• Project Plan
Week 2 – System Setup • ProjectDox system delivered for use Week 3 – Configuration Sessions • Configuration Workshops • Integration Workshops
Week 4 – Customer Configuration Worksheet Completion
Week 5 – Configuration
Week 6 – Integration Configuration • Deliver Functional System Week 7 – Project Team Training • Scheduled Project Team Training Course • Applicant, Reviewer and Coordinator Quick Reference Guides Week 8 – User Acceptance Integration Unit Testing
Week 9 – User Acceptance Workflow Testing • Provide final system configuration worksheet • Provide final Configuration Requirements Document or CRD Week 10 – Test Environment Setup • Functional Test Environment Week 11 – Go Live Training • Go Live Training as identified in the SOW Week 12 – Go Live • Launch of System
• Transition to Support
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Est Schedule Project Phase Deliverables Deliverable/Acceptance Criteria Week 2 Setup
• Project Kick Off Meeting
• Project team can log into installed environment
• Project Plan
Setup and SaaS Renewal Sign Off
Week 6 Orientation and
Config
• Configuration Workshops
• Integration Workshops
• Deliver Functional System
• Project Team Training Scheduled
Sign off Acceptance Document
Week 7 Project Team
Training
• Project Team Training Course
• Applicant, Reviewer and Coordinator Quick Reference Guides Sign off Acceptance Document Week 9 UAT
• Provide final system configuration worksheet
• Provide final Configuration Requirements Document or CRD • Functional Test Environment
Sign Off Acceptance Document
Week 11 Go Live Training • Go Live Training as identified in the SOW Sign Off Acceptance Document Week 12 Launch/Go-Live • Launch of System
• Transition to Support Sign Off Acceptance Document
Assurance
Services • Invoiced monthly as time and materials
For the avoidance of any doubt, all right, title and interest in and to the Deliverables (including without limitation the above Key Deliverables), as well as the intellectual property rights to such Deliverables, shall belong to Avolve, subject to the limited license granted to the Customer pursuant to the Licensing Agreement.

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STATEMENT OF WORK ACCEPTANCE
Once fully executed, this document will become the Statement of Work for the Project defined in this document. Avolve and Customer’s signatures below authorizes Avolve to begin the services described above and indicates Customer’s agreement to pay the invoices associated with these services delivered as described.

SOFTWARE ACCEPTANCE DATE AND MAINTENANCE
Avolve will invoice Customer for Software Maintenance following the Software Acceptance Date and Customer shall pay such invoiced amount pursuant to the terms of the Purchase Agreement/Sales Order. For all subsequent years of Software Maintenance purchased by Customer, invoicing and payments shall be as set forth in the Purchase Agreement/Sales Order.

AUTHORIZED SIGNATURES
Avolve Software Corporation City of Redlands, CA
By: By:

Name: Name:

Title: Title:

Date: Date:

Jay Mayne
Chief Financial Officer, VP Operations Development Services Director Brian Desatnik
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ProjectDox is a registered trademark of Avolve Software Corporation.

EXHIBIT A: CHANGE REQUEST FORM
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EXHIBIT 2 – SERVICES SERVICE LEVEL AGREEMENT (SLA)

SUPPORT PROCESS AND SERVICE LEVEL AGREEMENT
Avolve’s current support process and service level commitments (“Support”) are defined below.

Support Portal. Avolve provides Support through its Support Portal (https://support.avolvesoftware.com). All issues can be logged using the portal or through an on-call support number. Customer personnel receive Support Portal login credentials promptly following purchase of rights to use the Avolve SAAS Solution. After a login is received, the Customer may enter, track, update, and report on trouble ticket, as well as communicate with Avolve helpdesk staff via phone, email, web meeting, and/or ticket notes. Help, FAQs, Documentation, and a Knowledgebase are also available at the Avolve support portal.

Support Hours. 8 AM – 5 PM MST.

Planned Downtime. Avolve or its third-party agent may render the Avolve SAAS Solution unavailable in order to perform upgrades, updated, patches, enhancements and routine maintenance activities, so long as the Avolve SAAS Solution is only unavailable to Customer and its Customer Users outside of the hours of 7 AM through 9 PM East Coast Time on business days during the Subscription Term. Avolve shall provide no less than five (5) days advance notice to Customer of any planned downtime. Customer acknowledges that in the case of emergencies, Avolve or its third-party agents may render the Avolve SAAS Solution unavailable in order to address the emergency. In such situations, if reasonably feasible, Avolve will provide notice to Customer in advance of rending the Avolve SAAS Solution unavailable or, if not reasonably feasible, notice to Customer promptly following the rendering of the Avolve SAAS Solution unavailable. Customer understands and agrees that Avolve shall not be liable for any such interruption in access to the Avolve SAAS Solution for downtime occurring pursuant to this paragraph (collectively, referred to herein as “Planned Downtime”).

On-Site Emergency Support. Customer may request on-site emergency operational support services as a separate and distinct billable service. In such cases and at its discretion, Avolve will dispatch appropriate technical staff to deliver on-site technical services.

Problem Determination and Resolution. Avolve resources are allocated to resolve reported problems based on the severity level as described in the following table. Avolve uses commercially reasonable efforts to provide a prompt acknowledgement, acceptable resolution, workaround, or a plan for the provision of a resolution or acceptable workaround in the timeframe set forth below:

Incident Response, Resolution, and Restoration Times
Severity Level System
Down Critical High Medium Low
Response Time 1 hour 4 business
hours
12 business
hours
24 business
hours
48 business
hours
Resolution
Time
Reasonable
Best Effort
Reasonable
Best Effort
Reasonable
Best Effort
Reasonable
Best Effort
Reasonable
Best Effort
Incident
Reports 24 Hours n/a n/a n/a n/a
*Normal Business Hours: 8:00 a.m. through 5:00 p.m. Mountain Standard Time, Monday through Friday (excluding standard holidays).

Support Classification Definitions:
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determination and resolution at this point. The time the ticket is submitted, and the response time will be logged to ensure SLA is met.
• Status Updates. During the problem determination and resolution process, Customer may receive regular communications, via email, chat, phone, or the support portal, as to the status of the problem determination and resolution. All communications should be logged in Avolve’s support system including date, time, and contact name. This helps Avolve and the customer determine the status and duration of the issue reported. Any communications outside the support portal, unless scheduled by Avolve Support such as an online conference (e.g., Zoom or Teams), will not be considered as part of Avolve’s SLA. Tickets forwarded to Avolve Development/QA or 3rd Party Software company for further analysis or patch development, may result to delayed updates to the customer. • Resolution Time. It is the time the issue should be resolved. In some instances, a resolution may still be a temporary fix beyond the viable workaround. This incident occurs if the solution requires a product patch and/or product upgrade that result to a longer resolution schedule. • Severity Re-classification. Avolve and the Customer can reclassify the severity of a ticket if required.

Severity Type Definitions:
• System Down: A complete system failure impacting Customer’s ability to use the system that affects their business operations. From a time management perspective, it is urgent and important. Examples of a system down severity is when all users are unable to login or various errors occur simultaneously for all users. Avolve Support will respond to the ticket within 1 hour and try to restore the system within 4 hours. Customer’s administrators, IT, and/or users experiencing the issue may need to be available to help address specific tickets. If it requires further investigation and longer resolution time, a temporary workaround (i.e., restoration) will be determined with the Customer to allow operations to proceed during business or non-business hours. Status updates will be provided periodically, on a System Down tickets 24x7 until resolution. Infrastructure issues are often resolved quickly by service or system restart. Any potential system alerts will be promptly addressed in an effort to avoid issues from reoccurring. Avolve will create a new ticket with a low severity rating if the issue has been resolved but require further root-cause analysis.
• Critical: An application failure impacting 1 or more end-users’ ability to use the system and affects critical operations that need to be addressed immediately. From a time management perspective, it is urgent and important for some users. Examples of a critical severity is when 1 or more users are unable to upload files, batch stamp approved plans, open several files, or run reports after several attempts.

Avolve Support will respond to the issue within 4 hours and try to resolve the issue within 6 hours. Customer’s administrators, IT, and/or users experiencing the issue may need to be available to help address specific issues. If it requires further investigation and longer resolution time, a temporary workaround (i.e., restoration) will be determined with the customer to allow operations to proceed during business hours. Critical tickets will be immediately worked on until restoration from Monday to Friday (excluding US holidays) and within business hours. Any issue that requires work beyond work hours will be addressed on the following workday and within business hours. Avolve will create a new ticket with a low severity rating if the issue has been resolved but require further root-cause analysis. • High: An error that causes Avolve product to fail with minimal business impact. From a time management perspective, it is not urgent but important. Examples of a high severity are intermittent but frequent operational errors that need to be addressed. Avolve Support will respond to the issue within 12 business hours and try to resolve the issue within 24 business hours. If it requires further investigation and longer resolution time, a temporary workaround will be determined with the customer to allow operations to proceed during business hours. Support will work on the issue from Monday to Friday (excluding US holidays) and within business hours. Any issue that requires work Redlands Regular Meeting of 11-15-2022 Page 965 of 1131

beyond business hours will be addressed on the following workday and within business hours. Avolve will create a new ticket with a low severity rating if the issue has been resolved but require further root-cause analysis.
• Medium: An error that causes Avolve product to fail with no significant business impact. From a time management perspective, it is not urgent and slightly important to some users. Examples of a medium severity are how-to questions, or specific issues only occurring to a single end-user. Avolve Support will respond to the issue within 24 business hours and resolve the issue within reasonable best efforts.

Support will work on the issue from Monday to Friday (excluding US holidays) and within business hours. Any issue that requires work beyond business hours will be addressed on the following workday and within business hours.
• Low: A service request for a new feature, additional documentation, or an explanation of product functionality that does not impact business operations. From a time management perspective, it is not urgent with low importance. Avolve Support will respond to the issue within 48 business hours and resolve the issue within reasonable best efforts. Support will work on the issue from Monday to Friday (excluding US holidays) and within business hours. Any issue that requires work beyond business hours will be addressed on the following workday and within business hours.

Unsupported Issues. Avolve does not cover under Support, and the SLA does not include the following conditions (collectively, the “Unsupported Issues”).
• Any Avolve SAAS Solution use not covered by an active support contract and/or not in compliance with a valid agreement with Avolve. Authorized users of the Avolve SAAS Solution are entitled to Support as part of their use fee.
• End-user’s computer hardware/software configurations such as OS (e.g., Linux or older Windows versions) or browser versions not supported by Avolve.
• Problems caused by misuse or misapplication of the Avolve SAAS Solution, including any anomalies and/or failures in test or production operating environments that impact the Avolve SAAS Solution and are determined to have their cause due to unwarranted Customer decisions, actions, system configuration/ modification, policies and/or procedures. • Problems caused by Customer’s custom application code authorized to be developed using Avolve APIs as set forth in the documentation accompanying such API and the Customer’s Agreement. • Problems caused by updates or upgrades of 3rd party applications that are integrated with Avolve products and/or services.
• All Training programs, regardless of software version updates and/or upgrades. • On-premises type of support including but not limited to: (a) End-user’s Windows configuration issues; (b) On-prem firewall or other security device configuration; (c) On-prem VPN, proxy servers, or other internal devices that connect to the Avolve SaaS solution; (d) Customer DNS, SSL certifications, or Azure AD configurations and updates if used for the Avolve SaaS solution; (d) On-prem or end-user’s network performance monitoring and updates; (e) End-User browser support; (f) User-modified and new workflows or eforms. Additional services may be purchased for an additional fee. • Any other reasons set forth in the Customer’s Agreement, including without limitation any down-time due to Microsoft Corporation.

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Avolve, in its sole discretion, shall determine whether any of the foregoing exclusions are applicable to Customer.

Any services provided for exclusions shall be paid by Customer at Avolve’s then-current rates, as well as all travel and other expenses incurred by Avolve in providing such services.

Customer’s Obligations for Operational Support. To facilitate clear and consistent communication and timely issue resolution, Customer shall designate up to two contact persons for technical support processes. These individuals are responsible for initiating support requests, communicating with Avolve technical support personnel, and monitoring the support process with Avolve. Timely Customer response to Avolve requests for information during issue resolution is a necessary pre-requisite to Avolve’s providing Support. Avolve also requires remote access to the Customer system for the purpose of problem determination and analysis. Where reasonably necessary to provide Support, Customer shall provide Avolve’s technical support personnel reasonable, remote access capabilities into Customer’s systems. Upon Avolve’s request, Customer will also provide reasonable supporting data to aid in the identification and resolution of the issue.

Service Level Commitments
Uptime commitment. Per Avolve's SaaS agreement, Avolve will use commercially reasonable efforts to make the Avolve SAAS Solution available. The Annual Uptime Percentage has 2 components: The infrastructure uptime, which is dependent on Microsoft's SLA; Avolve software, which is 99.5%, excluding Planned Downtime.  In the event that Avolve does not meet this uptime commitment, Customer will be eligible to receive a service credit for 1% of the monthly fee for each one (1) hour of downtime during Customer’s normal business hours, up to 50% of Customer’s Pro-Rated Monthly Subscription Fee.

Definitions
• “Annual Uptime Percentage” is calculated by subtracting from 100% the percentage of 10-minute periods during a calendar month in which the Avolve SAAS Solutions was Unavailable to Customer. • “Availability” means the ability to log into the Avolve SAAS Solution. • “Claim” means a claim for a service credit Customer submits by opening a support case with Avolve, on the basis that the hosted Avolve SaaS Product infrastructure has been Unavailable to Customer during a service month.
• “Pro-Rated Monthly Subscription Fee” is calculated by dividing the Customer’s applicable annual Avolve SAAS Solution subscription fee by twelve.
• “Unavailability” means the inability to log into the Avolve SAAS Solution.

Service Credit Requests
To receive a service credit, Customer must notify Avolve and submit a Claim within thirty (30) days from the incident that would be the basis for the claim. To be eligible, the Claim must include (a) the dates, times, description, and duration of each incident experienced; and (b) the Customer’s event logs or any other system telemetry that document the errors and corroborate the claimed Unavailability (any confidential or sensitive information should be removed). Failure to provide a timely Claim, which includes all the required information, will disqualify the Claim and Customer from receiving a service credit. If Avolve validates the Claim, then Avolve will promptly issue the service credit.

Service Credit Provisions
Service credits are Customer’s sole and exclusive remedy for any failure of Avolve to provide the Avolve SAAS Solution in accordance with the terms of the Agreement. Service credits shall be a credit toward future services only and do not entitle Customer to any refund or other payment from Avolve. Service credits may not be transferred, applied to another account, exchanged for, or converted to monetary amounts.

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The maximum service credits awarded with respect to Claims the Customer submits in any calendar month shall not, under any circumstance, exceed in the aggregate 50% of the Customer’s Pro-Rated Monthly Subscription Fee for such month. Avolve will use all information reasonably available to it to validate Claims and make a good faith judgment on whether a service credit should be applied to the Claim.

SLA Exclusions
This SLA does not apply to any Availability or Unavailability of the Avolve SAAS Solution:
• During Planned Downtime;
• Caused by Unsupported Issues;
• Caused by factors outside of Avolve’s control, including any force majeure event or interruption or impediment to Internet access or related problems;
• That result from Customer’s equipment, software or other technology and/or third-party equipment, software or other technology, including any third party hosting providers; • That resulted from Planned Maintenance or associated to beta, evaluation, non-production systems, and trial services accounts;
• That result from any actions or inactions from Customer or any third party, including employees, Users, agents, contractors, or vendors, or anyone gaining access to the hosted Avolve SaaS Product infrastructure by means of Customer’s (and its Users’) passwords or equipment; • Arising from Avolve’s suspension and termination of Customer’s right to use the hosted infrastructure in accordance with the Agreement; and
• That result from Avolve application software implementation errors caused by configuration, customization, installation, or human errors.
• Avolve, in its sole discretion, shall determine whether any of the foregoing exclusions are applicable to Customer. Avolve may, but is not obligated to, issue a Service Credit in Avolve’s sole discretion where Customer’s use of the Avolve SAAS Solution may be Unavailable due to factors other than expressly provided here in this SLA.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.

Avolve Software Corporation CITY OF REDLANDS
By: By: ______________________________________
Name: Name: ___________________________________
Title: Title: ____________________________________
Date: Date: ____________________________________
ATTEST:
___________________________________________
Jeanne Donaldson, City Clerk
Jay Mayne Paul T. Barich
Chief Financial Officer, VP Operations Mayor
Redlands Regular Meeting of 11-15-2022 Page 968 of 1131 City of Redlands, CA
Exhibit 3 - Pricing Agreement
November 15, 2022
Prepared by your Avolve Software Representative
Chris Taddonio
Western Region Sales Director
4835 East Cactus Road
Suite 420
Scottsdale, AZ 85254
www.avolvesoftware.com
Telephone: (602) 903-3111
Email: [email protected]
Exhibit 3
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Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona Quote Delivered To
Tricia Munoz Management Analyst City of Redlands, CA
(909) 335.4755 x9
Quote Valid Until: 11/30/2022
35 Cajon Street [email protected]
Redlands, CA
92373 Date of Quote: 1/11/2022
ProjectDox ePlan Solution Pricing Agreement
SAAS – 1

ST YEAR SUBSCRIPTION
Product Name Product
Code Description Qty Unit Price Total Price
Production
Environment LightLevel Capacity
ProjectDox SaaS
License
SAAS.PDOX
-P.L
Software as a Service (SaaS) for ProjectDox
on a Production Environment. Designed for
organizations who have approximately 50
concurrent users and 3,000 plan checks per
year.

Software included for SaaS Production:
• ProjectDox Software Subscription
• Unlimited Workflow license
Services included for SaaS Production:
• Set up and installation of ProjectDox
• Managed services
• Annual ProjectDox upgrades
-Technical Support
Production Environment Safeguard: Avolve
security policy limits access to the Production
environment. External users including the
customer’s IT will not be allowed direct
access to the Production servers and
database. Any development or testing can be
performed on the Test environment.

12.00 $6,000.00 $72,000.00
Test Environment
Light-Level
Capacity ProjectDo
x SaaS License
SAAS.PDOX
-T.L
Software as a Service (SaaS) for ProjectDox
on a Test Environment. Designed for
organizations who plan to use the system for
development and/or testing with
approximately 5 concurrent users and
approximately 500 permits per year.

Software included for Production:
• ProjectDox Software Subscription
• Unlimited Workflow license
Services included for SaaS Production:
• Set up and installation of ProjectDox
• Managed services
• Annual ProjectDox upgrades
Test Environment Safeguard: Avolve security
policy limits access to the Test environment.

External users including the customer’s IT can

12.00 $980.00 $11,760.00
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Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona be provided limited VPN access to the Test
servers and database such as creation and
testing of custom reports. VPN access will be
made available upon request at additional
cost.

SaaS Cityworks
Integration SaaS-CW.Int
Avolve and Cityworks SaaS integrationwith
ProjectDox and Cityworks Permit Licensing
and Land (PLL)
Integration includes:

PLL with ProjectDox:
- Create Projects
- Get Permit Info
- Get Contact Info
- Get Default Reviews
- Add/Remove Plan Reviews
- Update PlanReviews
Get Fee Balances
- Update Project Status Approved

1.00 $6,000.00 $6,000.00
TES-Video License
Subscription TES-VLS
Embedded “How To” videos which provide
online assistance for applicants and training
refreshers for city staff
1 $5,400.00 $5,400.00
SaaS Sub-Total: $95,160.00
TRAINING – SERVICES SKU (ONE TIME)
Product Name Product
Code Description Qty Unit Price Total Price
ProjectDox Bundled
Training Services
PKGPDOX.TRN
Package Includes:
2 Introduction to ProjectDox
1 Workflow and Markup Training for
Reviewers
1 Workflow and Project Administration for
Coordinators
1 System Administration Training
1 Community Training
Package is limited to 12 Unique Users

1.00 $13,050.00 $13,050.00
Workflow & Markup
Training for
Reviewers
TESWF.MU.R
Instructor led lecture, demonstration, and
hands-on activity to learn the workflow review
process and Viewer tools and features.

Course participation is estimated at 6 hours.

2.00 $3,350.00 $6,700.00
Introduction to
ProjectDox TES-INTRO
The Training and Educational Services course
includes a flexible mixture of lecture and
hands-on lab time to familiarize the user with
the basic features of ProjectDox. This 3 hour
instructor lead course will review how to
access a project, view a file, use the search
feature and communication tools to efficiently
use and communicate using the ProjectDox
application. This course is limited to a max of
12 persons per session/course.

2.00 $1,125.00 $2,250.00
Training Sub-Total: $22,000.00
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Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona PROFESSIONAL SERVICES – SERVICES SKU (ONE TIME)
Product Name Product
Code Description Qty Unit Price Total Price
Best-in-Class Level
1 ProjectFlow
PLUS Services
PSBIC.L1PLUSBIC Plus Setup Services Level 1 for
Workflows: Building Plan Review 1.00 $30,600.00 $30,600.00 SaaS Cityworks
Integration Services
PSSaaS.CW.Int
Avolve configuration services to implement
the SaaS Cityworks integration subscription. 1.00 $1,800.00 $1,800.00 Assurance Services PS-AS 45 Hours of Assurance Services - Invoiced monthly as used $225/hour. 0.50 $10,125.00 $5,062.50
Professional Services Sub-Total: $37,462.50
Unless otherwise stated, pricing does not include any applicable taxes that may be applied at invoicing. Travel and Expenses are not included in this total and will be invoiced as incurred.

First year SaaS and 20% of Services shall be invoiced upon execution of Agreement. Payment for the total amount is due net thirty (30) days from the date of Initial Invoice. Payment via EFT.

See notes for details.

This best approach package to implementation relies on partnership with the jurisdiction to achieve desired go-live and paperless goals. To that end, a not to exceed 265 hours have been allocated to services and training on this project. In the event scope expands or delays account for incremental hours to be required, a Change Request(s) will be issued for the incremental costs associated with delay or expansion.

Grand
Total: $154,622.50
OPTIONAL PROFESSIONAL SERVICES – SERVICES SKU (ONE TIME) Product Name Product
Code Description Qty Unit Price Total Price
Best-in-Class Level
1 ProjectFlow
PLUS Services
PSBIC.L1PLUSBIC Plus Setup Services Level 1 for
Workflows: Planning Plan Review 1.00 $30,600.00 $30,600.00 Best-in-Class Level
2 ProjectFlow
PLUS Services
PSBIC.L2PLUSBIC Plus Setup Services Level 2 for
Workflows: Fire Plan Review 1.00 $22,500.00 $22,500.00
Best-in-Class Level
1 ProjectFlow
PLUS Services
PSBIC.L1PLUSBIC Plus Setup Services Level 1 for
Workflows: Engineering Plan Review 1.00 $30,600.00 $30,600.00 Professional Services Sub-Total: $83,700.00
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Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona Infrastructure Architecture
Avolve SaaS Infrastructure Design
Each Avolve customer is setup in Avolve SaaS environment. Every customer’s files and data will be on separate storage environments. Avolve continues working with Microsoft to optimize and evolve its architecture to take advantage of several Azure features for security, scalability, and performance purposes.

Disaster Recovery and Backup Process
Avolve Software Corporation develops, maintains, and periodically tests its disaster preparedness and recovery plan. The Avolve Software Disaster Recovery (ASDR) plan for Azure supports continuity of operations and systems availability if a disaster or other unplanned business impacting event occurs in the Microsoft Azure Cloud Services environment. The ASDR Plan has been developed, reviewed, and tested according to Avolve Software Corporation’s Business Continuity Planning Policy and Procedures, a subset of the Avolve Information Security Policy and NIST compliance objectives.

Avolve Disaster Recovery Services on Avolve SaaS:

Avolve SaaS includes Microsoft Azure Site Recovery (ASR) service in addition to standard Azure Backup Service. Avolve will manage the replication, failover, and recovery processes through ASR to help keep the jurisdiction’s application running during planned (excludes software upgrades) and unplanned outages. With ASR, Avolve orchestrates and manages the backup and frequency of the Hyper-V servers, files, and database.

Site Recovery is a native disaster recovery as a service (DRaaS), and Microsoft has been recognized as a leader in DRaaS based on completeness of vision and ability to execute by Gartner’s Magic Quadrant for Disaster Recovery as a Service.

RPO and RTO
In the IT world, any event that threatens or causes the loss of data important to business operations can rightly be called a “disaster.” A disaster can be as encompassing as a complete infrastructure failure and as isolated as someone unintentionally deleting or overwriting files.

Recovery Point Objective (RPO) and Recovery Time Objective (RTO) are terms used in conjunction with disaster recovery.

RPO denotes how much data loss will be allowed to occur in the immediate wake of an outage or failure. The shorter the RPO, the more capable the data recovery system must be in order to minimize data loss. In the case of Azure Site Recovery, the data image is updated every 5-10 minutes, so if an outage requiring ASR for recovery occurs, the system will have retained all data in the ASR system up until ten minutes prior to the outage.

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Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona Recovery Time Objective (RTO) is understood as the amount of down time an organization can tolerate before it must return to operations after an outage. Avolve customer environment using Azure Site Recovery should be operational within two (2) hours of a disaster recovery event. The RTO time is also dependent on Avolve’s 3rd party DNS provider’s ability to distribute the updated DNS address within North America and to the rest of the world. Avolve has tested the DNS change can occur within 2 hours in the United States.

Avolve Backup Process on MS Azure:

Azure Backups is another business continuity, data loss prevention component of ASDR.

Data backups are required for SQL data, File data and Operating System configuration data, and are performed daily. File and system data is backed up incrementally. SQL transaction logs are normally captured every 5-10 minutes, while the database itself is included in the daily backup.

Triple Redundancy
Using the Azure Virtual Machine (VM) extension, Azure Backups, by default, creates three copies of the files and data for a customer environment within the same region as the primary site, known as “Locally Redundant Storage” or LRS. This triple redundancy all but guarantees that customer data will never be completely lost. LRS does not necessarily mean that backups share the same/adjacent physical infrastructure – it is a regional designation.

All servers are backed up nightly. All backups are
retained for 14 days at two regions. For the primary
and secondary regions, all backup copies will be
within the closet region from your location. Each
region consists of multiple data centers.

For the primary region, Azure stores 3 copies of the
content across multiple data centers in the
region. This provides uninterrupted access during
disaster events. Transactions are also replicated
synchronously.

Backups are transmitted to the paired secondary region via secure fiber loop. Azure backup process stores 3 extra copies of the content. The transaction will be asynchronous to the secondary data centers (500+ miles away from the primary location). This gives the jurisdiction a total of 6 copies of the data backup distributed in the primary and secondary regions.

Change in Capacity and Additional Storage:

The system resources and storage are based on the selected capacity level for the jurisdiction. Capacity levels are determined from the number of concurrent users and number of permits. The capacity is calculated based on Avolve’s historical consumption results from various customers on Avolve’s Cloud and Microsoft’s recommendations. The selected capacity is a best case estimate and is subject to change based on usage and strategic plans of the jurisdiction on the percentage growth for a paperless system. An annual system review will be conducted to determine if any system resource adjustments are necessary.

When system resources need to be increased for performance improvements or storage capacity has reached 75%, additional resources will be recommended. To prevent data loss, at 100% storage utilization, additional storage is automatically added, and additional storage will be invoiced.

Security & Safeguards
• AVOLVE OAS AND PROJECTDOX ARE INSTALLED ON MS AZURE SYSTEMS Redlands Regular Meeting of 11-15-2022 Page 974 of 1131 ProjectDox® Pricing Agreement

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Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona • MSFT Azure Data Centers are SOC 1-3, Tier 203, SAE 18 compliant • MSFT Azure Commercial Cloud (also called Azure Public) is FedRAMP High and NIST 800-171 compliant. (https://docs.microsoft.com/en-us/azure/azure-government/compliance/azure-services-in-fedramp-auditscope). • MSFT Azure has the highest security compliance from all Cloud Service providers. To access a complete list go to:
https://docs.microsoft.com/en-us/azure/compliance/.

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Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona • Layer 3 and layer 4 firewall security with 1 firewall for the load balancer, 1 firewall for the web tier subnet, 1 firewall for the app tier subnet and 1 firewall for the data tier subnet. Avolve will be adding Layer 7 WAF scheduled for summer 2021.
• Microsoft $1B+ investment in security R&D and 3,500 cybersecurity experts on MS Azure Cloud. Additional security information is available at https://azure.microsoft.com/en-us/overview/trusted-cloud/. • All incoming and outgoing traffic goes through Azure load balancer which is protected by a Microsoft’s network firewall called the Azure network security group (NSG). By default, all NSG’s block incoming and outgoing traffic that are not related to Avolve software.
• Traffic is forwarded from the load balancer to the web tier subnet via network access translation (NAT). The web tier subnet has an additional NSG associated to it to filter incoming and outgoing traffic from/to the load balancer. In addition to the web tier subnet Avolve also has an application tier subnet and a data tier subnet. Each subnet has an NSG associated to it, so communication between each subnet is filtered via the NSGs.

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Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona • Avolve Production Environment Safeguard Guidelines:

Industry best-practices for systems operational control (SOC) and the National Institute of Standards (NIST) are an integral part of the Azure infrastructure, ensuring a very high level of security and system uptime for Avolve’s customers and their environments. Avolve’s security and operational policies are established in order to safeguard against any unauthorized access to data and/or potential service disruption that are a constant threat in today’s world of online commerce. Therefore, the following policies are enforced by Avolve:
• Customer will have no access to the server infrastructure. Deployment and changes to Production server hardware and/or Operating System (OS) configuration in the system will be performed by Avolve and qualified partner staff only. Customers will be notified if modifications to their environments are required at any given time. • Custom report creation requires direct access to the Production database. For this reason, Avolve will only support access to a Test environment where the Production tables for reports can be exported. • Apart from machine-to-machine (M2M) VPN tunnels required for third-party software integration, no user accountbased VPN access will be granted to Avolve Production environment infrastructure or software applications. • Data Center Physical Location Security:

Avolve SaaS products are hosted on Microsoft Azure. Each Azure geography contains one or more regions and meets specific data residency and compliance requirements. This lets you keep your business-critical data and apps nearby on fault-tolerant, high-capacity networking infrastructure. There are 8 US regions. The physical design and operating characteristics of the datacenter is confidential for security reasons. Each region consists of more than one datacenter strategically located to optimize customer's systems. The regions location will depend on the type of service required.

A region is a set of datacenters that is interconnected via a massive and resilient network. The network includes content distribution, load balancing, redundancy, and data-link layer encryption by default for all Azure traffic within a region or travelling between regions. With more global regions than any other cloud provider, Azure gives the customer the flexibility to deploy applications where you need them.

Microsoft takes a layered approach to physical security, to reduce the risk of unauthorized users gaining physical access to data and the datacenter resources. Datacenters managed by Microsoft have extensive layers of protection:
access approval at the facility’s perimeter, at the building’s perimeter, inside the building, and on the datacenter floor.

Layers of physical security are:
• Access request and approval
• Facility’s perimeter
• Building entrance
• Inside the building
• Datacenter floor
Read more information at https://docs.microsoft.com/en-us/azure/security/fundamentals/physical-security. • Avolve Security Policies and Procedures:

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Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona Avolve has been in the process of moving towards full NIST 800-53 compliance by Q3/Q4 2021. The process started in late 2019 with a full security audit by a 3rd party security company, which resulted to a NIST compliance plan. In 2020, we commenced implementing these NIST policies and guidelines with over 900 controls. While many of these policies have been implemented, there are still several procedures that are evolving with newer industry security practices. The policies include:
• Access Control
• Assessment and Authorization
• Audit and Accountability
• Awareness and Training
• Configuration Management
• Contingency Planning
• Identification and Authentication
• Incident Management
• Information Management
• Media Protection
• Personnel Security
• Physical and Environmental
• Planning
• Risk Categorization
• Risk Management
• Software Usage
• System and Communication Protection
• System and Services Acquisition
• System Maintenance
• Information Integrity
Avolve NIST policies and procedures include quarterly employee cybersecurity training, capturing system access logs, security monitoring and limited access to customer production systems. • Vulnerability and Penetration Tests:

Vulnerability scans are run quarterly, and penetration testing are run annually. The vulnerability/penetration test tool that Avolve uses monitors against the OWASP top ten recognized standards - https://owasp.org/www-project-top-ten/ They include:
• Suspicious input transformation
• SMTP header injection
• Serialized object in HTTP message
• Cross-site scription (DOM-based)
• XML external entity injection
• External service interaction (HTTP)
• Web cache poisoning
• Server-side template injection
• SQL injection
• OS command injection
Based on NIST SP 800-53 compliance policy, we address priority issues based on the following guidelines:
• Critical - Within 1 month
• High - Within 1 quarter
• Medium - Within 1 year
• Low - To be addressed in future releases
• Avolve SaaS CyberSecurity Capabilities:

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Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona Avolve SaaS includes the following security detection and monitoring services:
• Azure Defender Security
• Sophos Central with Server Intercept X Advanced detection and investigation with on-demand endpoint isolation, automated malware removal and clean & block
• Sophos MTR threat hunts, detection, case investigation, and incident immediate response • LogicMonitor monitoring and security
• N-Central monitoring
Security breaches will undergo root-cause analysis by the Sophos MTR team, which will be reviewed by the Avolve Security Committee prior to submission of an Incident Report. Depending on the level of security breach and system affected, there may be additional information preceding the initial Incident Report.

Avolve SaaS Sample List of Detection, Investigation, Threat Hunts and Remediation CyberSecurity Controls.

Managed Services Operations
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Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona Avolve ensures high system availability and is backed by rock solid infrastructure and service level guarantees. Your Avolve ePlan Life Cycle licensed software is hosted in a secure, state of the art data center, and most importantly the application is expertly managed by Avolve. Meticulous attention has been given to security, backup, system redundancy and failover. Your Avolve ePlan Life Cycle application environment is monitored 24-7 for optimum health and security. And if an issue arises, our experts have immediate and direct access to your servers and software for quick diagnosis and resolution. Our comprehensive, Managed Services matrix details what you can expect from the Avolve:
24x7 Support and Monitoring for SaaS Customers
US Mountain Time Zone
8am-5pm5pm-8pm8pm-6am6am-8amScheduled
Hardware and OS/Virtual System Monitoring & Support
Server and network resources (i.e., CPU, RAM, Storage, and bandwidth) monitored with automated alerts for resource threshold, server failure, internet and WAN connectivity. Alerts will not be able to monitor issues that occur within less than 1 second failure. Those issues are often discovered during application-level (i.e., OAS and ProjectDox) connectivity issues.
• Monitoring Data Points:
o Up/Down Status
o Network Interface Errors
o CPU Warning
o Memory Warning
o Memory Critical
o CPU Critical
o Storage Warning
o Partition Warning
o Partition Critical
o Database Warning
o Database Down
o SSL warning
o SSL expiration
o Webserver Alerts
o DNS
x x x x
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Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona 24x7 Support and Monitoring for SaaS Customers
US Mountain Time Zone
8am-5pm5pm-8pm8pm-6am6am-8amScheduled
• Custom designed Outage and Alert Plan - adds, changes, & modifications (add user, update firmware, modification, network configuration) • Scheduled Hardware Audits
• OS and VMWare proactive management. This includes monitoring of any system level failure caused by OS and VMWare patches, viruses, or other issues
• Permission Control (group changes, file/folder permissions, Windows, or Linux)
• Optimize backend
x x x x
• Log File analysis
• Best-practices recommendations
• Other services as requested
• Regular reporting based on customer preference
• VLAN creation/modification
x
• Cyber Security monitoring and automated alerts.
• Regular anti-virus scan and anti-virus removal
• Database Security
x x x x
• Scheduled data recovery, OS & VMware patches and anyhardware replacements
• Critical OS patches and updates
x
• Backup automated services x x x x
• 24x7 Infrastructure Support calls x x x x
Application (OAS, ProjectDox, PlansAnywhere) Technical Support through ticket submissions
• Application Specific Monitoring
o Monitor Web Server Connectivity
o Monitor Web Site Availability
o Monitor Web Site Page Responsiveness
o Monitor Application Specific Services
o Minimalizes Support Issues
x x x x
• Application Performance Reviews x x
• Database Performance Reviews
• Application Administration Assistance x x
• Scheduled Reports x
• System health checks x
• Performance tuning
• ProjectDox DB Tuning and re-indexing (periodic
• ProjectDox configuration tuning and adjustments based on any progressive performance growth requirements
• Routine cleanup of the DLcache folder
• Restart of ProjectDox services and/or Servers during support or patches x
• Online Support Tickets: Responding to application issues reported x x • Software minor patch updates for Support related issues x Redlands Regular Meeting of 11-15-2022 Page 981 of 1131 ProjectDox® Pricing Agreement

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Avolve Software Corporation | 4835 East Cactus Road | Suite 420 | Scottsdale, Arizona 24x7 Support and Monitoring for SaaS Customers
US Mountain Time Zone
8am-5pm5pm-8pm8pm-6am6am-8amScheduled
• Software resolution to fix a technical reported issue x • Application support for system down issues for Standard Support customers until problem is resolved or a work around has been identified x x x x x IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.

Avolve Software Corporation CITY OF REDLANDS
By: By: ____________________________________
Name: Name: _________________________________
Title: Title: ___________________________________
Date: Date: ___________________________________
ATTEST:
___________________________________________
Jeanne Donaldson, City Clerk
Jay Mayne Paul T. Barich
Chief Financial Officer, VP Operations Mayor
Redlands Regular Meeting of 11-15-2022 Page 982 of 1131 City Council Meeting L. 6.

DATE: 11/15/2022
TO: Honorable Mayor and City Council Members
SUBJECT: Consideration of the second amendment to the professional services agreement with Parsons Water & Infrastructure, Inc. to engineer the Wastewater Treatment Plant Improvement Project Phase 2, an additional appropriation of $404,528, and determination that approval of the Amendment is exempt from environmental review pursuant to Section 15061(b)(3) of the State's guidelines implementing the California Environmental Quality Act (Municipal Utilities and Engineering Director Harris)
MOTION(S):

If City Council determines the staff recommendation is appropriate, the following motions are provided:

I move that City Council determine approval of the Second Amendment to the Professional Services Agreement with Parsons Water & Infrastructure, Inc. to engineer the Wastewater Treatment Plant Improvement Project Phase 2 is exempt from environmental review pursuant to Section 15061(b)(3) of the State's guidelines implementing the California Environmental Quality Act; and

1. I move that City Council approve the additional appropriation of $404,528 from the Wastewater Fund; and

2. I move that City Council approve the Second Amendment to the Professional Services Agreement with Parsons Water & Infrastructure, Inc.

3. RECOMMENDATION:

Staff recommends that City Council determine approval of the Second Amendment to the Professional Services Agreement with Parsons Water & Infrastructure, Inc. to engineer the Wastewater Treatment Plant Improvement Project Phase 2 is exempt from environmental review pursuant to Section 15061(b)(3) of the State's guidelines implementing the California Environmental Redlands Regular Meeting of 11-15-2022 Page 983 of 1131 Quality Act.

Staff further recommends City Council approve the additional appropriation of $404,528 from the Wastewater Fund.

Staff further recommends City Council approve the Second Amendment to the Professional Services Agreement with Parsons Water & Infrastructure, Inc. to engineer the Wastewater Treatment Plant Improvement Project Phase 2.

DISCUSSION:

The City of Redlands has owned and operated a wastewater treatment plant (WWTP) since 1962. The WWTP, located along the Santa Ana River in the northwest part of the City, was expanded and upgraded in 1972, 1988, and 2004. These improvements were prompted by regulatory requirements and population growth. In 2004, the ZENON membrane bioreactor (MBR) filtration and disinfection process was constructed and installed, increasing the plant's operating capacity to 9.5 million gallons a day (MGD). This allowed the plant to operate with two parallel treatment systems, an MBR treatment process with the capability to produce up to 6.0 MGD of recycled water, and a conventional process with a capacity of 3.5 MGD. The majority of recycled water is delivered to Mountain View Power Plant and is utilized for cooling towers and local irrigation, while the conventional process discharges treated effluent to City-owned infiltration ponds for groundwater recharge.

In early 2018, City staff initiated efforts to identify critical WWTP needs. On March 5, 2019, City Council approved a Professional Services Agreement with Parsons Water & Infrastructure, Inc. (Parsons) to conduct a field assessment, implementation plan, and engineering design services to improve critical WWTP components. During the course of their field assessment, Parsons identified high-potential failures at the WWTP requiring immediate improvement. This resulted in Parsons revising its original plan for rehabilitating the WWTP to a two-phase approach. Phase 1 of the project is complete and installed the following:

MBRs and associated facilities;
Fine screens and associated equipment: Removes objects to prevent damage to the newly installed MBR membranes;
Ejector priming system upgrades: Removes air from the permeate vessel to prevent air locking of pumps;
Scour Blowers and associated equipment: Create air scouring, which provides premium efficiency and cost savings to the City. The blowers operate on a 24-hour basis, producing scour air that backwash the filter media;
Digester boilers and heat exchangers: Maintains the proper temperature for the bacteria to decompose sewage sludge and produce digester gas; Gas conditioning system: Cleans and conditions the gas to burn cleaner in Redlands Regular Meeting of 11-15-2022 Page 984 of 1131 the boilers to meet air quality regulations.

Upon completion of WWTP Phase 1 assessment and design, Parsons continued engineering Phase 2 of the Project which included the following tasks:

Conduct additional facility condition assessment and evaluations; Site investigations;
Environmental determination;
Engineering design services;
Project management.

The scope of work was developed cooperatively with staff . During the Project, it was determined that the following additional engineering tasks were necessary:

Condition assessment update for Digesters 1 and 2;
Phase 1B construction support engineering services;
Additional surveying to locate buried utilities discovered during construction; Expanded geotechnical investigation;
Process and instrumentation diagram (P&ID) drawings;
Blower building seismic retrofit;
Expanded electrical system engineering.

The current Agreement with Parsons will expire on December 31, 2022. Staff recommends extending the Agreement term by one (1) year to December 31, 2023 and increasing the professional services fee by $404,528. This increases the existing agreement fee from $6,374,868 to $6,779,396, an increase of approximately six percent (6%).

Approval of the Second Amendment to the Agreement is exempt from environmental review pursuant to section 15061(b)(3) of the state’s guidelines implementing the California Environmental Quality Act because the activities will not result in a direct or reasonably foreseeable indirect physical change in the environment.

ALTERNATIVES:

Council may deny the staff recommendation and provide alternative direction.

STRATEGIC PLAN:

Priority B: Public Health and Safety
Strategic Objective 1. Complete Wastewater Plant Phase 2 Project Construction.

Redlands Regular Meeting of 11-15-2022 Page 985 of 1131 SUBMITTED BY:

John R. Harris, Municipal Utilities and Engineering Director RECOMMENDED BY:

Charles M. Duggan Jr., City Manager
REVIEWED BY:

Yvette M. Abich Garcia, City Attorney
Janice McConnell, Assistant City Manager
Danielle Garcia, Management Services/Finance Director
PREPARED BY:

Goutam K. Dobey, City Engineer
Fiscal Impact
Fiscal Year: FY 22/23
Appropriation Required Y/N: Yes
Amount: $404,528
Budgeted Y/N: No
Account No.: 521910
Discussion:

The expanded scope of work requires an additional appropriation of $404,528 from the Wastewater Fund. The current Wastewater Fund reserve for Treatment Plant Capital is approximately $747,291. Staff recommends appropriating $404,528 from this fund, which will reduce the reserve balance to approximately $342,763.

Attachments
A. Second Amendment to Parsons Agreement
B. First Amendment Parsons Agreement (Reference only)
C. Executed Agreement (Reference only)
D. Additional Appropriation
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SECOND AMENDMENT TO AGREEMENT TO PERFORM PROFESSIONAL SERVICES This second amendment (“Second Amendment”) to the agreement for the provision of professional engineering services to complete wastewater treatment plant design dated March 5, 2019 (“Agreement”), by and between the City of Redlands, a municipal corporation (“City”), and Parsons Water & Infrastructure, Inc., (“Consultant”), is made and entered into this 15th day of November 2022.

RECITALS
WHEREAS, it is the desire of the City and Consultant to amend Article 2.1 of their existing Agreement, specifically described in Exhibit “A,” “Scope of Services” to include “Amended Scope of Services,” which is attached hereto by reference, and WHEREAS, it is the desire of the City and Consultant to amend Article 4.1 of their existing Agreement, specifically described in Exhibit “B,” “Project Schedule” to include “Amended Project Schedule,” which is attached hereto by reference, and WHEREAS, it is the desire of the City and Consultant to amend Article 4.2 of their existing Agreement to extend contract until December 31, 2023, and WHEREAS, it is the desire of the City and Consultant to amend Article 5.1 of their existing Agreement to increase Consultant’s present total compensation of six million three hundred seventy four thousand eight hundred sixty eight dollars ($6,374,868) to the amount of six million seven hundred seventy nine thousand three hundred ninety six dollars ($6,779,396).

NOW, THEREFORE, City and Consultant agree as follows:

AGREEMENT
Section 1. The scope of work performed by Consultant pursuant to Exhibit “A” of the Agreement, entitled “Scope of Services,” is hereby amended by the attached to include the work that is identified in Exhibit “A,” “Amended Scope of Services,” which is attached hereto and incorporated herein by this reference.

Section 2. The project schedule set forth in Exhibit “B” of the Agreement, entitled “Project Schedule,” is hereby amended by the attached to extend contract duration indicated in Exhibit “B,” “Amended Project Schedule,” which is attached hereto and incorporated herein by this reference.

Section 3. Subsection 4.2 of Article 4 of the Agreement, titled “Performance of Services” is hereby amended to read as follows:
“4.2The term of this Agreement shall commence on its Effective Date and shall terminate on December 31, 2023, unless terminated earlier as provided herein.” Redlands Regular Meeting of 11-15-2022 Page 987 of 1131 2 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm Section 4. Subsection 5.1 of Article 5 of the Agreement, titled “Payments to Consultant," is hereby amended to read as follows:
“5.1The total compensation for Consultant’s performance of the Services shall not exceed the amount of six million seven hundred seventy-nine thousand three hundred ninety-six dollars ($6,779,396). City shall pay Consultant on a time and materials basis up to the not to exceed amount in accordance with Exhibit "C" entitled "Amended Cost Proposal,” which is attached hereto and incorporated herein by this reference.” Section 5. All other provisions of the Agreement shall remain unchanged by this Second Amendment and in effect.

IN WITNESS WHEREOF, the parties have executed this Second Amendment, to be effective as of November 15, 2022.

CITY OF REDLANDS PARSONS WATER & INFRASTRUCTURE, INC.

By: ___________________________ By: ________________________________ Paul T. Barich, Mayor Satish Kamath, Vice President
ATTEST:
__________________________________
Jeanne Donaldson, City Clerk
Redlands Regular Meeting of 11-15-2022 Page 988 of 1131 3 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm EXHIBIT “A”

AMENDED SCOPE OF SERVICE
The City of Redlands (City) owns and operates a WWTP with a rated treatment capacity of 9.5 mgd annual average flow. Approximately 6 mgd of that capacity is in an MBR system; the remaining 3.5 mgd is in a
conventional activated sludge
process (ASP). Of the current 5.5
mgd annual average flow
received at the WWTP, about 3.5
mgd is treated through the MBR
system, and the rest is treated
through ASP. Considering the

0.8% percent per year population
growth rate per the City of
Redlands General Plan 2035, the
projected flows by 2030 (the
current planning horizon) are expected to be
well below the rated treatment capacity of 9.5
mgd (Figure 1).

Scope of Services
The scope of work described in this document includes work that was completed as part of the Phase 1 project, as well as summarizes tasks and associated deliverables for the Phase 2 project.

The implementation of the modified and negotiated scope of work presented herein will:
• Maximize return on investment
• Provides higher level of reliability and redundancy
• Simplify operation by operating one state-of-the-art system (MBR) for the rated 9.5 mgd capacity
• Defer proposed year 2030 upgrades for several years, meaning significant capital expenses savings in near future
• Provide higher operational flexibility
• Eliminate permit noncompliance issues by producing high quality recycled water that complies with permit requirements at all times and is suitable for multiple recycled water uses
• Bring significant energy savings
FIGURE 1. REDLANDS WWTP PROJECTED ANNUAL AVERAGE FLOWS
Redlands Regular Meeting of 11-15-2022 Page 989 of 1131 4 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm TASK 1- CONDUCT FACILITY CONDITION ASSESSMENT
Phase 1

1.1 Gather and Review Existing Information and Meet with the O&M Staff The Parsons team will review existing records regarding the facilities, including available record drawings, reports, O&M manuals, geotechnical reports, permits, 2 years of monthly reports to the Regional Board, and operational data. A day-long site visit and meeting/workshop with the City’s O&M staff will be arranged to discuss and gather staff’s knowledge of the conditions and current operations of facilities and any undocumented modifications or additions.

1.2 Perform Comprehensive Facility Condition Assessment Parsons performed a visual condition assessment of the existing facilities as listed below, compared actual conditions to available record documents, marked up record documents to reflect actual conditions, and provided an opinion on the facility’s physical condition, operational safety, reliability, and permit and code compliance to operate the WWTP at its design capacity of

9.5 mgd. We determined equipment age or year installed, estimated useful life, general rating of condition, and notation of significant deterioration/wear. The assessment included the subtasks described in the following subsections. In cases where multiple similar process units exist (e.g., primary clarifiers, secondary clarifiers) and one or more of the units is drained by the City at the time of inspection, the drained unit(s)and inner condition of the other units based on the assessment were inspected.

Facilities included in the condition assessment:

1. Headworks

2. Primary clarifiers

3. Primary sludge pump station

4. Peak storage ponds and pump station

5. Aeration basins and blower building

6. Effluent pump station

7. MBR system

8. Recycled water pump station

9. Chlorine Contact System

10. RAS and WAS pump stations

11. Dissolved air flotation thickeners (DAFT)

12. Primary and secondary digesters

13. Dewatering facility

14. Solar photovoltaic array

15. Cogeneration Facility
Electronic records were created to record the information for each piece of equipment, structure, and control panel evaluated.

Redlands Regular Meeting of 11-15-2022 Page 990 of 1131 5 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm The condition assessment consisted of four documents: Technical Memorandum 1 for Subtask

1.2.1 (TM-1), TM-2 for Subtask 1.2.8, and the Condition Assessment Report for Subtasks 1.2.2 through 1.2.7 and 1.2.9.

1.2.1 Assessment of Key Treatment Processes Performance and Capacities Parsons’ team reviewed the design criteria of key unit processes and evaluated their respective capacities under the current and design loading and flow conditions. Parsons developed a realistic capacity flow chart, compared with the permitted capacity and made recommendations for improvements. Environmental Protection Agency (EPA) redundancy and reliability requirements, as well as energy and operational efficiency, were considered to evaluate effective treatment capacity. A technical memorandum (TM-1) summarizing the analysis, key findings and recommendations with photos and calculations was submitted...

Understanding that the existing chlorination system is rated for 6.6 mgd capacity with CT of 450 mg/L-min, several agencies are working to convince Division of Drinking Water (DDW) for permitting systems with lower CT, even as low as 30 mg/L-min. The scope of work includes condition assessment of existing chlorination system for rated 6.6 mgd capacity.

1.2.2 Mechanical Equipment Condition Assessment
Parsons’ team performed condition assessment of process/mechanical equipment for the aforementioned facilities. Assessment included visual observations and assessment of leakage or corrosion, disabled or inoperable equipment, identified irregular noise/vibration, remaining useful life, availability and accessibility of spare parts, materials of construction, etc. Parsons also collected relevant nameplate data and document key findings with digital photographs.

1.2.3 Major Concrete Structures Condition Assessment
Parsons’ team performed structural condition assessment for the aforementioned facilities. The structural condition assessment included visual examination of the aforementioned facilities.

Parsons made recommendations for more advanced testing such as non-destructive testing (NDT) for certain vulnerable facilities.

1.2.4 Civil Structures Condition Assessment
Parsons’ team performed visual condition assessment of civil structures including sidewalks, paving and grading, drain structures, and other structures. We confirmed structures shown on the record drawings (e.g., catch basins, outlets, overflows) to determine effectiveness of current stormwater management practices.

Assumption: neither drainage modifications nor a drainage plan will be required.

1.2.5 Above Ground Pipelines Condition Assessment
The condition assessment of aboveground pipelines included materials of construction and condition of process piping. Parsons’ team conducted visual assessment of above ground piping throughout the WWTP including coating evaluation and condition of exposed metals.

Redlands Regular Meeting of 11-15-2022 Page 991 of 1131 6 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm Recommendations were made for ultrasonic thickness (UT) measurement on accessible metallic components to determine the existing thickness.

1.2.6 Underground Pipelines Condition Assessment and Routing Parsons’ team identified and located key underground process piping (greater than 6-inch diameter) and utilities (gas, water, electrical) at the WWTP site. Parsons team reviewed existing record drawings to identify and locate process piping and utilities. This information was used as the baseline for conducting required ground survey to locate and identify key above-ground features and their ground surface elevations. The work generally conformed to ASCE Standard 38 Guidelines (Quality Level C and/or D) for the collection and depiction of existing subsurface utility data.

1.2.7 Electrical Equipment and Power Supply Condition Assessment Parsons’ team led by Reconducted a visual condition assessment of electrical and power supply equipment, including switchgear, MCCs, significant panels, standby systems, power drops, transformers and distribution system(s), circuit breakers, manholes and pull boxes, conduits and feeders, duct banks, and interface with the solar power system. The electrical condition assessment included checking for corrosion damage, problems related to moisture in conduits and panels, dust, rodents and code compliance. Open accessible manholes with the help of City staff were opened and cable and conduit via pole cameras were visually inspected without entering inside. This was used as a basis to screen underground electrical cable and conduits and identify any areas that need more detailed investigation. As-built sketches of conduit configuration, sizes, and fill were provided. The visual condition assessment was documented with notes and photos, opinion of useful component life and impact on the WWTP operation, energy efficiency, etc.

Assumptions:
• Visual condition assessment of electrical gear will require shutdown by City staff to open panels and MCCs.
• Parsons will provide one man with fall protection and confined space entry training to inspect manholes.
• The City will provide a confined space entry team and necessary equipment, as needed, for opening and inspecting manholes.

1.2.8 Energy Consumption and Efficiency Assessment
Parsons identified critical process and non-process loads across the WWTP and conducted a site investigation to gather key information such as name plate data, start-up current/voltage etc. The data gathered from the field and record drawings was analyzed and compared against industry standard energy efficiency benchmarks. A technical memorandum (TM-2) summarizing the analysis, key findings and recommendations with photos and analysis was submitted.

1.2.9 Instrumentation and SCADA Condition Assessment
Redlands Regular Meeting of 11-15-2022 Page 992 of 1131 7 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm Parsons’ team led by RCS conducted a visual condition assessment of existing instrumentation.

Parsons conducted a condition assessment of the SCADA system. For each item assessed, a general rating of condition was provided based on estimated useful life, suitability for the application including any code compliance issues, accessibility and physical relationship to the process including lines of sight from controls to the equipment.

The existing SCADA system hardware and software was assessed based on useful life including identification of any system components that needed to be upgraded by virtue of their obsolescence or their functional limitations. Based on this assessment, the expansion capability of the existing SCADA system, compatibility with third party systems, completeness of SCADA HMI graphics and SCADA monitoring features such as alarms, trends, events etc. were carefully analyzed.

Phase 2
Parsons has been completing engineering services during construction for Phase 1B and condition assessment and design services for Phase 2 of the Redlands Wastewater Treatment Plant (WWTP) Improvements. Parsons is requesting funding for additional engineering services requested by the City including the following:
* Revised condition assessment for Digesters 1 and 2
* Phase 1B design services during construction
* Additional surveying for potholing
* Revised geotechnical investigation
* Drawing of Process and instrumentation diagram (P&ID) drawings for existing processes * Blower building seismic retrofit
* Additional electrical system design
* Include miscellaneous improvements in design

1.3 Conduct Testing of Concrete at Headworks to Determine Extent of Damage and Formulate Repair
Concrete samples will be collected and tested to ascertain condition of concrete, based on which structural repair recommendations will be made. As a minimum, deteriorated concrete at beam pockets must be replaced with repair concrete such as Sikacrete 211.

1.4 Evaluate Key Process Pipelines
Critical process pipelines will be identified, and testing methods selected in conjunction with the City. The following critical process pipelines were identified in discussions with the City:
• 27-inch pipeline from headworks to primary clarifiers • 36-inch pipeline from primary clarifiers to peak pond pump station • 36-inch pipeline from peak pond pump station to peak pond pump no. 1 • 27-inch pipeline from effluent pump station to percolation ponds • 6-inch pipeline from primary sludge pumps to digesters • 6-inch pipeline from WAS pumps to DAF thickeners
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1.5 Evaluate Condition of Digesters
Evaluate condition of digesters/digester lining for all primary and secondary digesters – Concrete box at the top of Primary Digester No. 2 has partial structural failure. A detailed structural analysis will be done to formulate and implement a structural repair plan, to provide a design solution that will mitigate the risk of further structural failure. Digester lining for all digesters will also be evaluated in detail and recommendations for improvement will be made accordingly.

Digester piping, valving and related appurtenances will also be evaluated in detail. Digester mixing for all primary and secondary digesters will be evaluated, and necessary recommendations will be made.

V&A Consulting Engineers conducted the Phase 2 condition assessment investigations of the Headworks and Digester No. 3. V&A’s original proposal, which was prepared prior to the start of Phase 2 services, included Digesters Nos. 1 and 2 as well.

At the onset of Phase 2 condition assessment activities, the City indicated the digesters could not be taken out of service for assessment until after construction of Digester No. 4 (currently being designed as part of Phase 2), so V&A proceeded with condition assessment of the Headworks only and provided their report. Several months later it was determined that the digesters could be made available for inspection during Phase 1B replacement of the digester boilers and heat exchangers. V&A initially was able to assess Digester No. 3 only: Due do the extended Phase 1B schedule and complications with the digester boiler replacements and gas conditioning startup, our condition assessment of Digesters 1 and 2 has yet to be completed.

V&A had originally anticipated that all condition assessment field investigations would be completed at one time; now, due to availability of digesters, ultimately there will be three distinct mobilizations spread more than 15 months apart required to complete their investigations. This is a prevailing wage project, and monthly coordination/reporting to Department of Industrial Relations is required until the project is completed/closed out, which has increased their project management costs. In addition, V&A’s scope of work/fee included one condition assessment report, which they completed with the headworks condition assessment: Once the project was separated, it necessitated a second report be prepared for the digesters condition assessment.

Based on these changes, V&A has requested additional budget to complete remaining services (condition assessment of Digesters 1 and 2 and completion of a digesters condition assessment report).

1.6 Conduct a Seismic Study of Structures and Buildings Conduct seismic evaluations of the following occupied structures:
• Administration building
• Operations control building
• Maintenance building
• Wastewater Collections Office building
• Digesters and associated buildings
Redlands Regular Meeting of 11-15-2022 Page 994 of 1131 9 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm • Above ground tanks including the MBRs, Aeration Basins, and the Clarifiers Attached Exhibit E includes a memo on the proposed approach for this seismic evaluation and an inventory of buildings and structures that will be included in this analysis.

1.7 Water Quality Laboratory Expansion/Improvements
The existing Operations/Laboratory Building will require modification/expansion to accommodate future space and operational requirements. The upgraded facility will include necessary improvements to comply with current applicable codes and standards. Parsons will develop a program of space requirements for operations personnel, lab process and material flow, operational adjacencies, and an overall facility layout. Scope of work for the modification/expansion of the lab building will include the following:
• Condition assessment of the existing Operations/Laboratory Building documenting existing lab activities, systems and equipment.
• Code of Record of Applicable Codes, Criteria and project requirements will be developed.
• Program and schematic design of the renovation and addition showing administration offices, restrooms/locker rooms, break & conference rooms as well as the reconfigured lab will be developed the required upgrades to the equipment and systems will be summarized in order to comply with current safety, building code and environmental standards.
• Conceptual drawings of the laboratory and support spaces showing new casework, cabinets, equipment, and support systems will be provided.

Parsons will prepare a Supplemental Facility Condition Assessment Report to summarize the investigations noted above and present key recommendations categorized by priority, criticality, and remaining useful life of assets. A draft report will be issued for City review and comment, comments will be addressed, and a final report will be issued.

Parsons will hold a condition assessment review workshop (refer to Subtask 5.5) to review the findings of and recommendations from the condition assessment with the City. Parsons will document all discussions and decisions made in the workshop, and enter this information into a decision log. Parsons will submit the draft report for review prior to the workshop.

Phase 2 Scope Assumptions:
• Further structural recommendations for deteriorated concrete at Headworks channels may be provided based on concrete test results; associated level of effort is not included at this time.

For inspection of buried pipelines, it is assumed that inspection will be done while the pipelines remain in service using Smartball® technology.

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DELIVERABLES
TASK 2 – DEVELOP MULTIPURPOSE PROJECT REPORT/IMPLEMENTATION PLAN (COMPLETED DURING PHASE 1)
Parsons developed a multipurpose Project Report including a detailed implementation plan based on findings from Task 1, Phase 1. The implementation plan includes a list of recommended improvements for operation of the WWTP at its current 9.5 mgd permitted capacity considering the criteria of treatment process efficiency, life cycle cost, redundancy, operations convenience, permitting impacts, energy efficiency initiatives, and process control.

The Project Report includes a capital improvement program (CIP) schedule and phased implementation plan to support the City’s strategy for upgrade and improvement of the WWTP processes. The CIP schedule and implementation plan includes near- and long-term milestones, timeline for design, construction, start-up and training, permitting, California Environmental Quality Act (CEQA) exemption documentation, SRF loan and/or grants funding, etc.

In addition to above, the Project Report meets the Project Report requirements for the SRF loan application package.

DELIVERABLES
TASK 1 DELIVERABLES

1.Phase 1
• TM-1 Key Processes Performance and Capacities, Draft and Final • TM-2 Energy Consumption and Efficiency Assessment, Draft and Final • Facility Condition Assessment Report: summarized field investigations per discipline per Phase 1 scope of work and presented key recommendations categorized by priority, criticality, and remaining useful life of assets. Draft and Final

2.Phase 2
• Comprehensive Facility Condition Assessment Report: will summarize field investigations per discipline per Phase 2 scope of work and present key recommendations categorized by priority, criticality, and remaining useful life of assets. Draft and Final
TASK 2 DELIVERABLES (COMPLETED DURING PHASE 1)
• Project Report/Implementation Plan, Draft and Final
Redlands Regular Meeting of 11-15-2022 Page 996 of 1131 11 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm TASK 3 - PROVIDE ENGINEERING DESIGN SERVICES
Basis of Design (Bid Package) Development
Phase 1
Parsons submitted design packages for the Phase 1A project in June 2020 and Phase 1B project in October 2020. The following work was completed as part of the Phase 1A and Phase 1B projects:

MBR Facility
• Installation of new membranes/eductor system for 6 mgd - Design modifications to MBR basins to hold preselected membranes in the existing basins for up to the rated average capacity of 6 mgd (6.6 mgd peak) to provide treatment capacity for Phase 1. To meet the average daily flow capacity of 6 mgd at the specified fluxes, six (6) trains of fourteen (14) cassettes each have been provided.
• Evaluation and repair of existing membrane tanks concrete. • Installation of weirs in membrane tanks – weirs will be provided by the MBR Equipment Supplier and will be installed in each basin in advance of membrane installation in that train.
• Ensure MBR system (including air scour blowers) is incorporated into plant SCADA by modifying existing PLCs - Current ethernet communication cards may not support communication with the turbo blower CPU which will limit the integration necessary to achieve the full benefit of the turbo membrane scour blower system. MBR vendor will provide a current Allen-Bradley ControlLogix series controller and PanelView Plus 7 HMI to replace the existing obsolete controller and HMI, respectively. Additionally, an ethernet module will also be provided to isolate the turbo blowers from the larger control network to ensure no issues with multicast traffic and communication. The existing I/O modules are current models and readily available, thus not requiring replacement. A few programming changes will be coordinated with the MBR vendor to integrate these blowers into the existing system.

Scour Air Blowers
• Design upgrades for air scour blowers will include three (3) 3700-SCFM high-speed turbo blowers. These blowers are sized for the full plant capacity so that no additional equipment will be required for the future package. Parsons will coordinate with the vendor for vendor control system and ancillaries needed as well as on-site time for the vendor representative. Parsons will also coordinate programming changes that will be needed to ensure smooth integration of these blowers into the existing system. • Evaluate any potential structural requirements for installation of air scour blowers and harmonic filters.
• Design power supply for fine screens and evaluate power feed requirements for membranes and air scour blowers to determine if existing power supply is adequate.

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• Installation of new fine screens - Parsons will evaluate all potential alternatives for location of the new fine screen facility and determine most feasible location for both phases. Three (3) in-tank inclined rotary drum type fine screens (2-mm perforated) each rated for 7.6 mgd flow, will be installed.
• Design civil aspects of concrete pad for fine screens structure. • Address general site requirements including site access, site grading, pavement etc. for new fine screen facility.
• Design underground yard piping for routing pipelines to fine screens and from fine screens to aeration basins.
• Design of concrete pad and structural platform for installation of fine screens. • Integrate fine screens with plant SCADA. Develop P&ID and control narrative for O&M manual - Parsons team will coordinate with the MBR vendor to ensure transition of the new fine screens to the existing plant SCADA. P&ID and control narratives will be developed for updating the current O&M manual. Additionally, Parsons will also coordinate the controls logic sequence chart (CLSC) and the operation sequence chart (OSC).

Digestion System Upgrades
• Design addition of new boilers for consistent heating of digesters and heat exchangers – Existing digester boilers are out of compliance and need to be replaced immediately. • Provide digester gas conditioning – H2S and siloxane removal systems will be provided upstream of the boilers.

Phase 2
Key considerations are listed below for development of the design package and fee estimate.

They include upgrade of the WWTP with a state-of-the-art 9.5 mgd MBR system and necessary improvements for reliability and redundancy.

1. Headworks
• Parshall Flume FIT-1102 will be replaced
• Replacement of raw sewage pumps nos. 1-3
• Design new gas detection system and alarms for MCC building • Relocate air compressor in front of MCC enclosure
• Provide new biotrickling filter odor control system
• Provide two washer-compactors for screenings
• Provide two washer-classifiers for grit
• Provide SCADA interface for headworks equipment – see Section 13, Plant-wide I&C and SCADA system.
• Replace old headworks motor control center (MCC) – see Section 14, Plant-wide electrical system.
• Design new prefabricated building for MCC replacement Redlands Regular Meeting of 11-15-2022 Page 998 of 1131 13 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm

2. Primary Clarifiers and Primary Sludge Pump Station
• Replace collectors and drives for primary clarifiers nos. 1-3 • Design replacement of chain and flight mechanism for Clarifier No. 2Replace primary sludge pumps nos. 1 and 2
• Replace all equipment powered by 240V to 480V power
• Design new ferric chloride dosing pumps for flow/load proportional control • Design of new ferric chloride storage tank
• Provide recoating of concrete ferric chloride containment area • Provisions for adequate ventilation to primary sludge pump room (6-12 ACH) • Design SCADA interface for primary clarifiers and sludge pumps – see Section 13, Plant-wide I&C and SCADA system.
• Replace MCC at primary sludge pump station – see Section 14, Plant-wide electrical system.
• Design new prefabricated building for MCC replacement

3. Peak Ponds and Pump Station
• Evaluate and design mixing system for the Peak Ponds such as SolarBee® solar powered floating mixing units in each pond to maintain a uniform mixture of contents in the ponds.
• Peak Pond Pump Station (PPPS) capacity/performance will be evaluated. Peak capacity with all 3 pumps operating (no standby) is 13.3 MGD. Additionally, the two oldest PPPS pumps will be replaced with new pumps.
• Design proper pedestrian access (ingress/egress) to bottom of ponds • Update pump station control strategy – see Section 13, Plant-wide I&C and SCADA system. Add status and alarm signals to SCADA – see Section 13, Plant-wide I&C and SCADA system.
• Replace MCC in peak pond pump station – see Section 14, Plant-wide electrical system
• Design new prefabricated building for MCC replacement

4. Membrane Bioreactor (MBR) and Aeration Basins
• Expand MBR capacity to 9.5 mgd
o Install additional membranes/cassettes
o Design modifications to membrane basins to hold preselected membranes in the existing basins for up to 9.5 mgd annual dry weather flow (ADWF) o Replace permeate pumps to support larger treated flows from MBR. Modify existing backpulse pumps and permeate lines –MBR system has been sized to handle 13.3 MGD peak flow with one train offline. MBR permeate pumps will be sized to handle 13.3 MGD peak flow with 5 duty pumps (one standby pump). Existing permeate lines will be checked to ensure they are adequate for future flows. Due to higher peak flows, the existing permeate lines from membranes to permeate pumps may need to be upsized.

Redlands Regular Meeting of 11-15-2022 Page 999 of 1131 14 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm • Convert CAS aeration basins (3) to MBR aeration basins o Provide new mixed liquor recycle (MLR) pumps and mixers o Install/configure new baffles
o Upgrade RAS pumps to provide additional capacity for 9.5-mgd MBR • Replace aeration blowers - Existing aeration blowers will be replaced with high-speed Turbo blowers. In addition to this, Parsons will also evaluate and provide recommendations for bearing type (air or magnetic).
• Replace aeration diffusers for all basins and design improvements to aeration control system for energy efficiency – Parsons will investigate design solutions where aeration diffusers can be replaced or taken offline for inspection and maintenance without taking the aeration basin out of service.
• Replace piping for aeration blowers on the existing CAS train • Provide new mud valves for aeration basins
• Provide HVAC improvements to aeration basin blower building • Design code compliance upgrades to blower building and install panic bars on doors • Equipment pad located in the northeast corner of the aeration basins has exposed bottom of the concrete pad. Instructions will be provided in the design for the contractor to fill in the footing cavity with concrete and construct concrete curb around pad to shore the equipment pad.

5. Effluent Pump Station
• Replace effluent pump no. 3
• Provide a parallel pipeline to percolation ponds – see Section15, Site Civil. • Provide SCADA interface for process analyzers for effluent pump station monitoring and recording – see Section 13, Plant-wide I&C and SCADA system • Replace MCC-F and MCC-G – see Section 14, Plant-wide electrical system Design new prefabricated building for MCC replacement

6. Recycled Water Pump Station
• Replace recycled water pump no. 1

7. Impure Water Pumps
• The impure water pumps are located right below the chlorine contact tanks and provide washwater for cleaning/spraying etc. In the future, these pumps will also deliver water for fine screens cleaning. Capacity of these pumps need to be evaluated to ensure future requirements for washwater/fine screens cleaning etc. are met. • Provide SCADA interface for impure water pumps – see Section 13, Plant-wide I&C and SCADA system

8. Supernatant Ponds
• Replace MCC-Y – see Section 14, Plant-wide electrical system Improve struvite management
Redlands Regular Meeting of 11-15-2022 Page 1000 of 1131 15 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm o Provide a centrate equalization tank, pumping station, and glass-lined piping to the Fine Screens.

9. Thickening System
• Replace thickened waste activated sludge (TWAS) pumps nos. 1-4 • Replace dissolved air floatation thickener (DAFT) recycle pump no. 1 • Design overhaul/replacement of internal mechanism for DAFT no. 1Provide SCADA interface for DAFTs – see Section 13, Plant-wide I&C and SCADA system Replace MCC-D – see Section 14, Plant-wide electrical system
• Design new prefabricated building for MCC replacement

10. Digestion System
• Provide additional digestion capacity by construction of a new digester. Existing secondary digester will continue to be used as a holding tank for storing sludge, allowing the intermittent operation of dewatering centrifuges. • Reline existing digesters
• Provide SCADA interface for digesters and upgrade digester feeding strategy – see Section 13, Plant-wide I&C and SCADA system

11. Dewatering System
• Parsons will design a new silo and sludge conveyor system for transferring dewatered sludge from the centrifuges for direct loading onto sludge hauling trailers/trucks. • Replace dewatering sludge feed pump no. 1
• Replace dewatering grinder no. 1
• Replace small centrifuge to match large centrifuge capacity • Provide SCADA interface for centrifuges – see Section 13, Plant-wide I&C and SCADA system

12. Water Quality Laboratory – Improvements and Expansion • To be determined from Water Quality Lab Study

13. Plant-Wide I&C and Scada System
• Following processes to be interfaced with plant SCADA:
o Headworks – bar screens and grit removal equipment
o Primary clarifiers and sludge pumps
o Fine Screens
o Primary and secondary digesters
o DAF thickeners
o Dewatering centrifuges
o Impure Water Pumps
o Waste Gas Flare
o Gas Conditioning System
• Following process areas status and alarms need to be displayed on plant SCADA:
o Headworks – raw sewage pumps high temperature alarms
Redlands Regular Meeting of 11-15-2022 Page 1001 of 1131 16 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm o Peak pond pumps high temperature and seal leak alarms o Aeration basin mixers run and fail status
o RAS & WAS pumps high temperature alarms and WAS pumps station level switches (LSLL/LSHH)
o Secondary clarifiers pH analyzer
o Effluent pumps high temperature alarms
o Recycled water pumps high temperature alarms
o SCADA communication health
• Upgrade to latest Allen-Bradley ControlLogix 5580 controllers with built-in Ethernet communications throughout the plant
• Convert PLC/SCADA communication network to Device Level Ring (DLR) topology
• Review and update missing calibration stickers on all instruments • Optimize existing plant control strategies
• Update existing P&IDs for facilities being modified under the current scope of work

14. Plant-Wide Electrical System
• Replace switchboard “M” – Switchboard “M” installed in 1972 (almost 50 years ago) provides power to key process areas such as return sludge pump station, headworks, primary clarifiers, thickener building, digesters, DAF thickener, effluent pump station, maintenance building, operations building and sludge pump station.

Considering that the typical useful life of a switchboard is up to 30 years, switchboard “M” has far exceeded its useful life. Failure of Switchboard “M” will cause power disruption to the majority of treatment plant process areas. • Replace MCC-B, MCC-C, MCC-CA, MCC-D, MCC-E, MCC-F, and MCC-G and MCC-Y
o MCC-C, MCC-D, MCC-E, MCC-F and MCC-G, installed in 1972 o MCC-B installed prior to 1961; replace existing 240V MCC with a new, 480V MCC at a different location (outside of primary clarifier sludge pump room) o MCC-CA and MCC-Y installed in 1988
• The following areas are non-compliant with NFPA 820 for electrical installation and need to be changed:
o Headworks: The 10’-0” envelopment of influent channel is classified as Class 1 Division 2 area and “too close” to the electrical building with louvers and roll-up door opening facing the influent channel. A new prefabricated enclosure for the MCC will be designed – see Section 1, Headworks. o Primary Clarifier Basins and Pumps: 18 inches above water surface and 10’- 0” beyond wetted wall is defined as Class 1 Division 2 area per NFPA 820.

Currently, electrical installations at basins and influent channels do not comply with NEC requirements. Recommendations will be provided so that NEC requirements can be met.
o Primary Clarifier Sludge Pump Room: Sludge Pump room is below grade with MCC-B installed in the pump room. Existing room ventilation appears to Redlands Regular Meeting of 11-15-2022 Page 1002 of 1131 17 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm be provided by fan controlled by a timer. Area is classified as Class 1 Division 2 area with ventilation less than 6 air changes per hour. Provide continuous ventilation per NFPA 820 to reduce the hazardous classification and replace existing process equipment (240V) to match new MCC voltage (480V). • Primary Clarifier Sludge Pump Room: Replace existing process equipment (240V) to match new MCC voltage (480 V)
• Evaluate critical process loads for standby generator and determine load shedding strategy

15. Site Civil
• Site Civil work will include demolition, grading, yard piping • Install new 6-foot-high chain link fence (perc ponds area) • Provide new/redundant pipelines for key critical pipelines o From headworks to primary clarifiers
o From primary clarifiers to peak ponds
o From aeration basins to membrane basins to accommodate increased flows to the MBR process
o From effluent pump station to percolation ponds
o Others as determined in Task 1, Condition Assessment. • New AC pavement for locations where new pipelines will be installed

16. Landscape Architecture
Landscaping design will include the property frontage along Nevada Street, the plant entrance, the drive all the way past the Operations/Laboratory Building and employee parking to the Maintenance Building, and the areas between the entrance drive and the plant access drive north of the Chlorine Contact Tank Operations/Laboratory Building and employee parking.
• Prepare preliminary design and initial concept ideas – Initial concept ideas will be presented in blackline plan and elevations for City review. Upon receipt of initial City feedback, we will refine our exhibits in color, with 3d modeled rendering exhibits prepared for the entry monument, gate and beautification areas, informational exhibits, as well as the walkway and patio improvement areas. • Prepare final design including demolition plans, construction plans and details, planting plans and irrigation plans – Final design will entail the following:
o Demolition Plans
o Construction Plans & Details
o Planting Plans
o Irrigation Plans

17. Optional Items
• Develop demolition drawings for decommissioned fine screens equipment on the MBR deck.

Redlands Regular Meeting of 11-15-2022 Page 1003 of 1131 18 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm • Witnessing of factory acceptance testing of major equipment such as aeration blowers, aeration diffusers, new centrifuge etc.
• Repair supernatant pond lining

3.1 Provide SRF Loan and Grant Applications Support
Phase 1
Parsons provided technical support for State Revolving Fund (SRF) Loans through State Water Resources Control Board (SWRCB), as requested by the City.

The Project Report required for SRF loan was developed under Task 2 – Multipurpose Project Report/Implementation Plan.

Phase 2
Provide technical support for SRF loan and available grants/incentives, on an as-needed basis up to the amount shown in the fee estimate.

3.2 CEQA/EIR and NEPA Related Activities
Phase 1
The proposed design project is subject to CEQA requirements. The project was evaluated to determine if it qualifies for an exemption from CEQA. Based on the Basis of Design (Bid Package) proposed, very limited new construction will be included in the project. Therefore, earth work will be minimal, which we believed will make the project qualify for a CEQA exemption.

In order to pursue an SRF loan or grant from the State Water Resources Control Board, in addition to filing for CEQA exemption, the project must comply with certain National Environmental Policy Act (NEPA) requirements. Parsons conducted and incorporated the results of the following three technical studies required per NEPA, which were provided to the City to include as exhibits to the SRF application:
▪ EPA Clean Air Act Conformity Analysis
▪ Biological Resources Evaluation (threatened and endangered species, wetlands) ▪ Archaeological and historic resources subject to National Historic Preservation Act Section 106 requirements.

During the course of the biological investigation, our team noted that the percolation ponds east of the main wastewater treatment plant and Alabama Street are in a sensitive habitat area for some small mammals. Burrows were found around the percolation ponds. This required small mammal trapping activities to be conducted to confirm the presence of sensitive species including:

Redlands Regular Meeting of 11-15-2022 Page 1004 of 1131 19 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm • The San Bernardino kangaroo rat (SBKR)
• LA pocket mouse
• Northwestern San Diego pocket mouse
Trapping activities were conducted, and SBKR were confirmed on the site. Our environmental subconsultant also spotted red-tailed hawks in the area. The presence of SBKR and red-tailed hawks required the CEQA-Plus process to switch from completing a Conditional Exemption (CE) to preparing an Initial Study/Mitigated Negative Declaration (IS/MND).

Parsons conducted and incorporated the results of the following technical studies required per NEPA into a draft Initial Study/Mitigated Negative Declaration (IS/MND); these studies were provided to the City for use as exhibits to the SRF application.

Phase 2
The draft IS/MND was completed but did not go through the environmental review process.

Parsons will review and revise the draft IS/MND to reflect the Phase 2 scope of work. At this time the following modifications are anticipated:

1. Addition of pipeline between the effluent pump station and the percolation ponds.

2. Deletion of percolation ponds improvements from the project.

Proposed project changes will require amendments to the following technical studies:
o Biological Resources Evaluation (threatened and endangered species, wetlands) o Archaeological and historic resources subject to National Historic Preservation Act Section 106 requirements
Upon revision of the IS/MND, Parsons will submit the document for City review and approval.

The IS/MND will then be circulated for a 30-day public review period (along with publication of the Notice of Intent in the local newspaper), and responses to public comments on the document will be prepared. As part of this task, Parsons will attend one Planning Commission and/or City Council meeting and file the Notice of Completion with the County Clerk.

DELIVERABLES
TASK 3.2 DELIVERABLES

3.Phase 1
• Conditional Exemption
• EPA Clean Air Act Conformity Analysis
• Biological Resources Evaluation (threatened and endangered species, wetlands) • Archaeological and historic resources subject to National Historic Preservation Act Section 106 requirements. • Small Mammal Trapping Report
• Draft Initial Study/Mitigated Negative Declaration (IS/MND)

4. 5.Phase 2
• Amendment to the Biological Resources Evaluation (threatened and endangered species, wetlands) Redlands Regular Meeting of 11-15-2022 Page 1005 of 1131 20 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm

3.3 Conduct Utility Investigation
Phase 2
Parsons will review the existing conditions of utilities serving the WWTP, including electric, gas, water, and modem. If upgrades of certain utilities are warranted to meet the current WWTP upgrade project needs, Parsons will coordinate with such utility companies and prepare an initial request for utility information such as atlas sheets, mapping, or as-built plans, and will notify them of the need to install planned facilities. If upgrade of utilities is required, Parsons will coordinate with utility companies. Parsons will pothole up to 10 locations. Parsons will provide the appropriate USA notifications and coordinate obtaining information from utility companies.

The potholing plan will be fully coordinated with and approved by the City before any field work.

Parsons initially estimated 10 potholes for the Phase 2 scope of work, and subconsultant Cbelow Subsurface Imaging estimated this effort at $65,500. Based on Phase 1B construction, Parsons is now recommending additional potholing be conducted and has identified approximately 130 locations; Cbelow estimated this effort as $145,520. The City agreed to complete the potholing with its own forces. This work is currently in progress and reallocated the Cbelow budget to other tasks.

3.4 Conduct Topographical Survey for Design
Phase 1
Parsons provided aerial and limited field topographic surveys, mapping, and utility research as required for the project design for the wastewater treatment plant site and the percolation ponds site. We established survey ground control and conducted a detailed topographic survey of the project areas required for design completion. The survey and datum were tied into the state plane coordinate system and City or County benchmarks. Additionally, existing survey data was evaluated and any additional requirements were determined. Parsons reviewed existing survey data and provided aerial and limited field topographic surveys, mapping, and utility research as required for the project design. Parsons team established survey ground control and conducted detailed topographic survey of the project areas required for design completion. The survey and datum were tied into the state plane coordinate system and City or County benchmarks.

Phase 2
Parsons’ surveying subconsultant will conduct aerial and topographic surveys between the wastewater treatment plant area and the percolation ponds for purposes of adding a redundant • Amendment to the Archaeological and historic resources subject to National Historic Preservation Act Section 106 requirements
• Revised IS/MND, Draft and Final
• Responses to public comments to the IS/MND
Redlands Regular Meeting of 11-15-2022 Page 1006 of 1131 21 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm pipeline between the two. Parsons will coordinate surveying effort, review subconsultant deliverables and provide comments, and incorporate survey information into design documents.

Coast Surveying is surveying the potholes being completed by City forces and additional structure and infrastructure elements throughout the plant to assist our design team. Coast Surveying has estimated the cost to complete this work as $17,349; they have $3,371 remaining on their subcontract, resulting in a net increase to Coast’s subcontract of $13,978.

DELIVERABLES

3.5 Conduct Geotechnical Investigations
Phase 1
Parsons subcontractor drilled two (2) soil borings in the digester area and one (1) soil boring in the fine screens area at varying depths. Undisturbed ring samples of the subsurface materials were obtained and tested in a soil laboratory to evaluate their physical characteristics and engineering properties. A Preliminary Geotechnical Investigation Report was developed with recommendations.

Phase 2
Parsons’ geotechnical subconsultant will conduct geotechnical investigations and prepare a geotechnical investigation report (GIR) for the proposed on-site facilities. The GIR will determine the suitability of the sites to allow for construction of new facilities such as new pipelines, AC pavements and new structures and provide design and construction recommendations for the project facilities. The GIR will include as identified and recommended by the geotechnical engineer associated with the proposed improvements:
• Necessary design and construction issues, including regional seismicity • Site seismic parameters
• Groundwater presence and level
• Liquefaction
• Construction dewatering requirements (if applicable)
• Site preparation and earthwork, trenching, trench stability and excavation • Shoring, bedding, backfill
• Excavatability of soils
• Suitability of excavated materials for backfill and compaction • Anticipated settlement of foundations
• Bedding requirements
TASK 3.4 DELIVERABLES

6.Phase 1
• Survey for the wastewater treatment plant site and percolation ponds

7. 8.Phase 2
• Survey for the pipeline alignment between the wastewater treatment plant site and the percolation ponds Redlands Regular Meeting of 11-15-2022 Page 1007 of 1131 22 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm • Pavement section recommendations
• Soil bearing strength recommendations, etc.

1. Field exploration will consist of soil borings and cone penetration tests (CPT) at approximately six locations, 20 to 50 feet below ground surface. Borings will be provided at locations, intervals and depths sufficient to achieve the required information as necessary for the design.

2. Pipeline between effluent pump station and percolation ponds is anticipated to be 10 to 30 feet below grade; borings will be drilled at approximately equal spacing along the alignments of this pipeline. The borings along the pipeline alignment will be no less than one field boring for each 1,000 feet of pipeline to a depth of minimum 3 feet below the bottom of trench excavation.

3. Undisturbed ring samples of the subsurface materials will be obtained and tested in a soil laboratory to evaluate their physical characteristics and engineering properties.

Parsons will coordinate geotechnical site investigations, review geotechnical report and other subconsultant deliverables and provide comments and incorporate relevant geotechnical site information for the design of various process areas, as applicable.

The original proposal from Converse Consultants, which was prepared prior to the start of Phase 2 services, included 10 borings to a total depth of 280 feet. Parsons provided Converse the 50 Percent Design Submittal, and Structural Team discussed with Converse changes to the design concept since inception and structural design criteria needed from the geotechnical investigation.

Converse’s revised proposal is for 16 borings to a total depth of 325 feet. Additionally, Converse is now encountering elevated fuel and equipment rental costs. Overall, Converse is requesting an additional $21,959 for geotechnical engineering services.

DELIVERABLES

3.6 Prepare Preliminary Report
Phase 2
The following technical memoranda will be prepared and presented to the City for consideration as they may impact the design scope for the Phase 2 project: Their accepted findings will be incorporated into the preliminary design report.

TASK 3.5 DELIVERABLES

9.Phase 1
• Geotechnical Investigation Report

10. 11.Phase 2
• Geotechnical Investigation Report
Redlands Regular Meeting of 11-15-2022 Page 1008 of 1131 23 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm • TM-1: Evaluate mixing capabilities of existing digesters - –The Parsons Process team will evaluate the mixing systems of all primary and secondary digesters, and provide recommendations for necessary improvements.
• TM-2: Investigate alternative, less expensive technologies for thickening to replace current primary DAF thickener - Parsons will provide preliminary high-level screening of some prominent thickening technologies in order to select the two most beneficial technologies. These selected technologies will be then compared to DAF thickener through a life cycle cost analysis.
• TM-3: Evaluate centrifuge capacity and redundancy - Parsons will evaluate the existing dewatering equipment capacity and redundancy, using the design solids loads, and will recommend the required upgrades.
• TM-4: Evaluate re-design of the dewatered sludge cake loading station and conveyance of dewatered sludge - Parsons will evaluate the loading station based on the new solids truck dimensions and access requirements. Based on the results of evaluation, Parsons will provide the City recommended modifications. Additionally, various methods for conveying dewatered sludge onto the sludge hauling trucks/trailers will also be evaluated and pros/cons of each method will be summarized in this memo. • TM-5: Evaluate provisions for phosphorus removal – Centrate is currently sent to the degas (supernatant) ponds, from where it is pumped to both CAS and MBR trains. FeCl3 is added to the MBR side which helps mitigate PO4 levels to meet recycled water requirements. In the future scenario of returning the centrate downstream of peak ponds, it will be important to ensure phosphorus limits are in compliance with regulatory requirements. Since centrate is high in phosphorus, there will be higher phosphorus concentrations in the liquid stream, impacting effluent limits for recycled water. Parsons will evaluate the various alternatives for potential sidestream treatment technologies. • TM-6: Evaluate the effect of landfill leachate on the wastewater treatment plant processes, digested solids for beneficial reuse, recycled water, and alternative treatment of leachate prior to entering the wastewater stream if needed - A small continuous flow of landfill leachate is being accepted at the treatment plant (point of injection is downstream of grit chambers). The State Water board has asked for effects of leachate on the various treatment processes, impacts on recycled water and beneficial reuse of biosolids. A feasibility study/evaluation will be conducted by Parsons to analyze impacts of constituents including PFAS, metals and TDS on both liquids and solids treatment processes, as well as to develop possible treatment alternatives. Coordination will also be conducted with the landfill to explore the option of treating the leachate before it enters the treatment plant.
• TM-7: Evaluate the feasibility of designing and installing recycled water storage tanks (reservoirs) to meet growing demand for recycled water – Parsons will evaluate conceptual system configuration, storage tank sizing and location. • TM-8: Evaluate RAS/WAS pumps – Evaluate if existing recirculation/sludge wasting pumps are adequate for converted aeration basins, to handle higher MLSS concentrations of 8,000 mg/L. Addition of pumps may be required to handle larger treated flows from MBR. Return flow of 3Q can be obtained with the existing pumps. However, for Redlands Regular Meeting of 11-15-2022 Page 1009 of 1131 24 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm reduced lifecycle costs, Suez has requested a return flow of 4Q, which will require additional pumping capacity. Parsons will evaluate lifecycle costs of additional pumping, compare it with the reduced lifecycle costs of MBR system, and provide necessary recommendations.

Draft technical memoranda will be presented to the City for review and comment. Comments will be incorporated in the final technical memoranda for inclusion in the preliminary design report.

Once all comments are received regarding the draft technical memoranda, Parsons will prepare a Preliminary Design Report (PDR) for the proposed improvements. The submittal will include the following:
• Process calculations
• Process diagrams and control strategy descriptions
• Hydraulic calculations
• Preliminary site layouts
• Motor list
• Single line diagrams
• Preliminary equipment selections and cut sheets
• Preliminary list of drawings
• Specification table of contents
• List of required permits, names of contact persons, telephone numbers, estimates of permit fees, probable requirements, expected processing times, schedules for application and receipt, and a plan for having the permit requirements met before project bid. • Final Technical Memoranda Nos. 1 through 8.

The preliminary design report will be presented to the City in draft form. City comments will be incorporated in the 30% design submittal.

DELIVERABLES

3.7 Prepare Final Design/Bid Documents and Construction Support Phase 1 Accelerated Services

3.7.1 Final Design/Bid Documents
Parsons prepared draft and final sets of plans and specifications for the Phase 1A and Phase 1B submittals. City review comments to the draft submittal were incorporated in the final submittal.

TASK 3.6 DELIVERABLES

12.Phase 2
• Draft Technical Memoranda Nos. 1 through 8
• Preliminary Design Report, Draft and Final (including final technical memoranda) Redlands Regular Meeting of 11-15-2022 Page 1010 of 1131 25 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm Parsons held a review workshop with the City for the draft Phase 1B package. Parsons is providing support to the City for all relevant permitting as required through the design process.

Parsons provided all plans, specifications and estimates in electronic format (AutoCAD 2D, Word, Excel, etc.).

3.7.2 Bid Phase Services and Engineering Services during Construction Bid Phase Services:
• Attended Pre-Bid meeting and site walk.
• Requests for Information (RFIs) – received and reviewed Contractor’s RFIs during the Bid Phase to determine if responses are required.
• Addenda – prepare three (3) addenda to provide responses to Bid Phase RFIs.

Engineering Services during Construction: Parsons continues to provide support through construction of Phase 1B.
• Review and Approve Contractor Submittals (Shop Drawings, Cut Sheets, Manuals, Vendor Tests, Certifications, and Reports) – Catalog information, review and process submittals electronically.
o Assumed number of anticipated submittals as twenty (20). o Assumed number of anticipated resubmittals as ten (10). • Respond to Requests for Information (RFIs) – Respond to Contractor’s RFIs electronically for all documentation.
o Assume number of anticipated RFIs as twenty-five (25). • Review of Construction Change Order Requests - Coordinate with the City to review Contractor’s change order requests or develop City-initiated change order requests. o Assume two (2) anticipated change order requests.
• Design Modifications – Provide design modifications as needed to address RFIs and change order requests.
• Construction Visits by Design Staff. Provide up to 10 visits from design staff to review construction progress/installation of equipment provided by the City. • Provide Field Testing and Start-up Assistance. Provide written start-up protocol and assistance with process and facilities integration upon construction. o Provide guidance and review of Contractor’s step-by-step Shutdown/Tie-in plans. o Provide guidance and review of Contractor’s Start-up plans. o Provide guidance and assistance during start-up of facilities, processes, and equipment.
• Update Existing Operations and Maintenance Manual. Provide updated operations and maintenance (O&M) manual content in PDF format to replace existing manual MBR facility content following the format of the existing (O&M) manual. o Content on new fine screens, air scour blowers and digester boilers, heat exchangers and gas conditioning will be included.
• Prepare Record Drawings. Prepare record drawings based on the as-built drawings and contractor-provided redline drawings.
o As-built changes to be created in AutoCAD 2D
o Review the record drawings with the City before finalizing.

Redlands Regular Meeting of 11-15-2022 Page 1011 of 1131 26 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm o Submit final record drawings electronically in AutoCAD and PDF format.

As of the end of 2021, remaining Phase 1B construction phase services budget of $150,383.

Through the end of June 2022, it expended to $498,161 for these services, resulting in an overage of $347,778. Phase 1B services have continued beyond the original project schedule (end date October 2022), and additional effort than originally anticipated was required to provide these services. Parsons projected an additional two months and $30,000 to complete these services.

3.7.3 Construction Management Services
• Full-time Resident Engineering services (RE) can be provided to conduct inspections throughout installation and start-up of the facility (assumed 180 days) • Attend progress meetings during installation and start-up as needed. • RE will provide preliminary review of submittals, RFIs, and other tasks as needed.

Phase 2 Services

3.7.4 Prepare 30% Design Submittal
Upon completion of the preliminary design, Parsons will submit a 30 percent design review package to the City. The plans and specifications will reflect all applicable past input received from the City. The submittal will include the following:
• Site plans
• Hydraulic profiles
• Structural plans for new structures
• Mechanical, HVAC and plumbing plans
• P&IDs
• Single line diagrams and preliminary network architecture diagrams • 30% construction cost estimate
Parsons will hold a 30% design workshop (refer to Subtask 5.5), document all discussions related to design decisions made in the workshop, and enter this information into a decision log. Parsons will submit the final PDR and 30 percent design package for review prior to the workshop.

3.7.5 Prepare 60% Design Submittal
Upon completion of the design to the 60 percent complete level, Parsons will submit a 60 percent design review package to the City. The plans and specifications will reflect all applicable past input received from the City. The submittal will include the following:
• Site plans
• Topographic survey base map
• Property description and plans for any right-of-way acquisition • Pothole investigation report
• Preliminary geotechnical investigation report
• Structures plans and sections
Redlands Regular Meeting of 11-15-2022 Page 1012 of 1131 27 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm • Mechanical, HVAC and plumbing plans and sections
• P&IDs and network architecture diagrams
• Single line diagrams
• Power plans
• Construction sequencing plan
• Equipment catalog cut sheets
Parsons will hold a 60% design workshop (refer to Subtask 5.5), document all discussions related to design decisions made in the workshop, and enter this information into a decision log. Parsons will submit the 60 percent design package for review prior to the workshop.

Parsons will hold an internal constructability workshop with members of our construction team to review the design and solicit any recommendations to improve the constructability of the design. The construction team will be given the 60 percent design package to review prior to the workshop. Recommendations will be considered and implemented in the 90% design submittal as appropriate

3.7.6 Prepare 90% Design Submittal
Upon completion of the design to the 90 percent complete level, Parsons will submit a 90 percent design review package to the City. The plans and specifications will reflect all applicable past input received from the City. The submittal will include the following:
• Civil grading and paving plans, sections and details
• Civil yard piping plans, sections and details
• Structural plans, sections and details
• Mechanical, HVAC and plumbing plans, sections, schedules and details • P&IDs, Network architecture diagrams and I&C details
• Electrical single line diagrams, plans, control schematics, MCC elevations, panel schedules, raceway and conduit schedules
• Edited City bid and front end documents
• Complete technical specifications
• Construction sequencing plan
• 90% construction cost estimate
Parsons will hold a 90% design workshop (refer to Subtask 5.5), document all discussions related to design decisions made in the workshop, and enter this information into a decision log. Parsons will submit the 90 percent design package for review prior to the workshop.

3.7.7 Prepare Final Design Submittal
Parsons will develop and submit the final submittal upon receipt of 90 percent review comments, and this will include the following:

Redlands Regular Meeting of 11-15-2022 Page 1013 of 1131 28 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm • Design drawings and technical specifications – Plans and specifications will be fully checked and be ready to be advertised for construction bids. They will reflect all past City input and will include contractual language and designs required to implement the controlling agency permit requirements during construction. • Final edited City bid and front end documents
• Final calculation package
• Final construction sequencing plan
Redrawing of P&IDs
Parsons scope of work for Phase 2 included updating existing P&IDs for facilities being modified under the current scope of work. We assumed that all existing P&IDs would be available in electronic format. However, the City was not able to find electronic versions of all P&IDs. Parsons spent approximately 350 hours researching systems without P&IDs and drawing the additional P&IDs required for this project.

Blower Building Seismic Retrofit
Parsons conducted a seismic evaluation of a number of structures as part of the Task 1 condition assessment activities. Upgrades were recommended for a number of structures including the Blower Building. The blowers will be replaced, and Switchboard M will be removed during Phase 2. Parsons recommended the City approve moving forward with seismic improvements to this structure. Parsons has estimated 7 new drawings and 456 total hours will be required to design these improvements.

Additional Electrical Infrastructure Design
The Parsons Electrical team presented to the City recommended electrical improvements not in the original scope of work to address code issues and old/worn equipment during two workshops in February and March 2022. The City agreed with these recommendations (below). Parsons has estimated 320 total hours will be required to design these improvements.

AREA EQUIPMENT IN SCOPE NOT IN SCOPE NOTES/RECOMMENDATIONS Raw Sewage Pump
Station/Electrical Building
MCC-C and MCC-CA X Replace MCCs
Declassify building X Add visual and audible
alarms.

Headworks Bar Screens Control Panel X Relocate out of classified area.

PLC-004 X Relocate out of classified
area.

MCC-CB raw sewage pump
VFDs
X Replace MCC with new VFDs
in a new building.

Peak Ponds Pump Station MCC-E
MCC-EA
X
X Replace
Effluent Pump Station MCC-F
MCC-G
MCC-FA
VFD #1
VFD #2
X
X
X
X
X
Replace
Replace all VFDs
Redlands Regular Meeting of 11-15-2022 Page 1014 of 1131 29 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm VFD #3 X
Recycled Water Pump Station MCC-U X Replace VFD #1
Connect VFD #2
Replace VFD #3
Impure Water Pumps MCC-UA X Investigate/address issues
with MCC/impure water
pump power feed setup.

Centrate Pumps MCC-Y X
Miscellaneous Design Additions
The following additional improvements have been requested by the City during execution of Phase 2 design:
• Berm improvements on west and south sides of Peak Pond No. 2 • High level switches alarmed to SCADA for 5 locations (RSPS/Headworks, PSPS1 & PSPS2, Centrate, RAS/WAS PS)

DELIVERABLES

3.8 Prepare Construction Cost Estimates
Phase 1
Parsons prepared conceptual engineer’s estimates of construction costs for Phase 1A and Phase 1B packages in coordination with the City.

Phase 2
Parsons will prepare engineer’s estimates of construction cost at key design milestones (30%, 90%,), to be based on relevant design documents. The cost estimates will be prepared by our cost estimating group in accordance with the AACE International cost estimate classification system.

All costs will be in current dollars, referenced to the current Engineering News-Record (ENR) Construction Cost Index (CCI), and escalated to the estimated midpoint of construction.

TASK 3.7 DELIVERABLES

13.Phase 1
• Phase 1A Bid Package, Draft and Final
• Phase 1B Bid Package, Draft and Final

14. 15.Phase 2
• 30% Design Submittal
• 60% Design Submittal
• 90% Design Submittal
• Final Design Submittal
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DELIVERABLES

3.9 Prepare Title 22 Report
Phase 2
Parsons will prepare a Title 22 Report describing the processes used at the plant facilities for production of recycled water including redundancy and reliability features. The Title 22 Report will describe how recycled water meeting the Title 22 requirements will be produced at the plant and safety measures such as disposal of off-spec water in the event of equipment malfunction or process inadequacies, which may result in the production of recycled water that does not meet the Title 22 requirements. The Title 22 Report will be submitted to the State Water Resources Control Board (SWRCB) – Division of Drinking Water (DDW), and RWQCB for review and approval.

DELIVERABLES
TASK 3 ASSUMPTIONS
• TM-2: The smaller centrifuge will be replaced to match the capacity of the existing larger centrifuge – this assumption will be revisited depending upon the process evaluation during the preliminary design stage.
• TM-3: Level of effort estimate includes evaluation of two beneficial technologies for solids thickening. No design hours have been included for design of recommended technology.
• TM-4: A conveyor and storage silo have been included in the design – this assumption will be revisited depending upon the process evaluation during the preliminary design stage.
• TM-5: Level of effort estimate includes evaluation of phosphorus removal technologies.

No design hours have been included for design of recommended phosphorus removal/ sidestream treatment technology.

TASK 3.8 DELIVERABLES

16.Phase 1
• Phase 1A Conceptual Construction Cost Estimate
• Phase 1B Conceptual Construction Cost Estimate

17. 18.Phase 2
• 30% Construction Cost Estimate
• 90% Construction Cost Estimate
TASK 3.9 DELIVERABLES

19. Title 22 Report, Draft and Final
Redlands Regular Meeting of 11-15-2022 Page 1016 of 1131 31 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm • TM-6: No design hours have been included for design work related to landfill leachate treatment.
• The City will provide review comments at the 30%, 60% and 90% design stages. • Parsons will work with all relevant permitting agencies such as California State Water Resources Control Board, South Coast Air Quality Management District etc., as required through the design process and gain final approval for the final design submittal. • Parsons will provide plans in AutoCAD 2D and PDF formats; specifications in Word and PDF formats; and construction cost estimates in PDF format.

TASK 4 – PROJECT MANAGEMENT, COMMUNICATION AND QUALITY

CONTROL

4.1 Project Management and Prepare Project Management Plan Parsons will develop a project management plan (PMP) to serve as a roadmap for the project from facility assessment through construction and startup, identifying the sequence of activities and including reviews and progress reporting. The PMP will address the project implementation approach, staffing, organization, project recordkeeping, document control, quality control and quality assurance responsibilities, and milestones including technical committee meetings and schedule. A draft PMP will be presented during the kickoff meeting for the City’s review and comments.

Parsons will conduct project management activities throughout the duration of the project including tracking scope, schedule and budget performance, staffing assignments, and internal project team coordination.
• Prepare a project management plan (PMP)
• Conduct various project management activities throughout the duration of the project including tracking scope, schedule, budget, staffing and internal project team coordination.

4.2 Conduct Project Kickoff Meeting
• Coordinate and attend project kickoff meeting with the City.

Parsons will coordinate and attend a project kickoff meeting with the City. Our project manager and task leaders will attend. Parsons will submit a detailed project schedule and agenda before the meeting and submit the meeting minutes to the City within one week.

4.3 Coordinate Monthly Project Meetings and Biweekly Conference Calls • Coordinate monthly project meetings with the City through the condition assessment and design phases for the duration of the proposed project schedule.

Redlands Regular Meeting of 11-15-2022 Page 1017 of 1131 32 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm • Conduct biweekly conference calls with the City staff during these phases for the duration of the proposed project schedule.

Parsons will coordinate monthly project meetings and biweekly conference calls with the City.

Parsons’ project manager, task leaders, and other key staff (as necessary) will attend monthly project meetings to discuss the issues identified for the meeting. Parsons will prepare and submit an agenda before each meeting and will prepare meeting minutes. Conference calls will be less formal and will be between the City’s and Parsons’ project managers.

4.4 Provide Monthly Project Progress Reports
Parsons will submit monthly project progress reports, through condition assessment and design for the duration of the proposed project schedule, summarizing the project’s progress for the most recent calendar month. They will include the following as a minimum:
o Summary of work completed by task
o List of proposed activities for the upcoming month
o List of pending information needed to support the planned activities for the upcoming month
o List of out-of-scope items
o Percent complete/budget status summary
o Updated project schedule showing work completed through the reporting period

4.5 Conduct Condition Assessment and Design Submittal Review Workshops • Conduct facility condition assessment review workshops for Phase 1 and Phase 2 • Conduct Phase 1 design submittal review workshops for draft submittals. • Conduct Phase2 design submittal review workshops at 30% design, 60% design, 90% design.
• Conduct Phase 2 constructability review workshop.

Parsons will prepare for, coordinate, and attend workshops to present key aspects of design to City staff at each progress milestone to obtain feedback and direction to move forward.

Workshops may be scheduled adjacent to monthly project coordination meetings or any other meetings between City staff and Parsons’ team. Parsons will submit an agenda before the meeting and submit minutes of the workshop to the City within one week.

4.6 Provide Quality Control
• Implement quality management throughout the duration of the project.

Parsons will implement its proven Total Quality Management practice for scope, task, and schedule management to ensure that the deliverables meet Parsons’ established QA/QC procedures. Quality management will be implemented throughout the duration of the project.

TASK 4 ASSUMPTIONS
Redlands Regular Meeting of 11-15-2022 Page 1018 of 1131 33 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm

1. Phase 2 will include an eight-month condition assessment/facility evaluation.

2. Phase 2 will include a 17-month design period overlapping with condition assessment/facility evaluation

DELIVERABLES
* Vertical bar indicates additional scope to the Agreement.

TASK 4 DELIVERABLES
• PMP, Draft and Updates
• Kickoff Meeting Agenda and Minutes
• Monthly Meeting Agendas and Minutes (7)
• Monthly Progress Reports (12)
• Workshop Agendas and Minutes (5)
Redlands Regular Meeting of 11-15-2022 Page 1019 of 1131 34 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm EXIBHIT “B”

AMENDED PROJECT SCHEDULE
Redlands Regular Meeting of 11-15-2022 Page 1020 of 1131 35 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm EXHIBIT “C”

AMENDED COST PROPOSAL
Redlands Regular Meeting of 11-15-2022 Page 1021 of 1131 36 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm

AMENDED COST PROPOSAL
(Continued)
Redlands Regular Meeting of 11-15-2022 Page 1022 of 1131 37 L:\ca\Agreements\Second_Amendment_to_Parsons_Agreement FY22-0051.docx-jm

AMENDED COST PROPOSAL
(Continued)
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EXHIBIT "C"

COST PROPOSAL
33 L:\ca\djm\Agreements\Parsons Professional.Services.PS-1.1.Rev.1.doc Redlands Regular Meeting of 11-15-2022 Page 1092 of 1131 Redlands Regular Meeting of 11-15-2022 Page 1093 of 1131 Redlands Regular Meeting of 11-15-2022 Page 1094 of 1131 City Council Meeting L. 7.

DATE: 11/15/2022
TO: Honorable Mayor and City Council Members
SUBJECT: Consideration of the non-professional service agreement with Kirtley Construction, Inc. for on-call wastewater collection system repair and construction services on an as-needed basis for an amount not-to-exceed $750,000, and determination that this action is exempt from environmental review pursuant to section 15301(b) of the State's guidelines implementing the California Environmental Quality Act (Municipal Utilities and Engineering Director Harris) MOTION(S):

If City Council determines the staff recommendation is appropriate, the following motions are provided:

I move that City Council determine approval of a non-professional service agreement with Kirtley Construction, Inc. is exempt from environmental review pursuant to section 15301(b) of the State's guidelines implementing the California Environmental Quality Act; and

1. I further move to approve the non-professional service agreement with Kirtley Construction Inc. for on-call wastewater collection system repair and construction services on an as-needed basis for an amount not-to-exceed $250,000 for the initial one (1) year term with the option to extend the agreement for two (2) additional one (1) year terms at $250,000 each year.

2. RECOMMENDATION:

Staff recommends that City Council determine approval of the non-professional services agreement with Kirtley Construction, Inc. is exempt from environmental review pursuant to section 15301(b) of the State's guidelines implementing the California Environmental Quality Act, and approve the non-professional service agreement with Kirtley Construction, Inc. for an annual amount not-to-exceed $250,000 for a potential total amount not-to-exeed $750,000.

Redlands Regular Meeting of 11-15-2022 Page 1095 of 1131 DISCUSSION:

In accordance with California State Water Resource Control Order No. 2006-0003 DWQ, Statewide General Waste Discharge Requirements for Sanitary Sewer Systems under Waste Discharge Identification Number 8SSO10558, the City is required to operate and maintain a wastewater collection system to convey untreated wastewater to the City's wastewater treatment plant. Preventive maintenance and repairs of this system are necessary to avoid service interruptions, protect city assets, promote public health and safety, and protect the environment. Occassionally, emergency repairs and construction activities that exceed the City staff's capacity are required and quick support from a utility pipeline contractor significantly reduces risk for the City.

In accordance with Redlands Municipal Code 2.16.180, staff issued a Request for Bids (RFB) for wastewater collection system maintenance and repair services on an as-need basis in early May 2022. The RFB requested unit prices for single quantities of typical services for bid comparison only. No minimum quantity or value of work is guaranteed and actual costs will be determined as services are needed throughout the year. The selected contractor is required to be available twenty-four (24) hours a day and must mobilize for emergency work within two (2) hours of notification. The City Clerk's office received the following two (2) proposals on May 24, 2022:

VENDOR LOCATION BID
MCC Pipeline, Inc. Yucaipa, CA $352,729.28
Kirtley Construction, Inc. San Bernardino, CA $1,903,000.00 Although MCC Pipeline, Inc submitted the apparent lowest bid, a mathematical error was identified and the company elected to withdraw it's bid in accordance with Section 5103 of the California Public Contract Code. Staff reviewed the bid submitted by Kirley Construction, Inc. and determined it was accurate and responsive. Staff recommends City Council approval of the non-professional services agreement with Kirtley Construction, Inc. with an initial term of one (1) year for a not-to-exceed value of $250,000. If approved, the Agreement may be extended for two (2) additional one (1) year periods with annual not-to-exceed values of $250,000 for a total potential Agreement value of $750,000.

Approval of the non-professional service agreement with Kirtley Construction, Inc. is exempt from environmental review pursuant to section 15301(b) of the State's guidelines implementing the California Environmental Quality Act (CEQA), which exempts maintenance and repair of public utility systems.

ALTERNATIVES:

Redlands Regular Meeting of 11-15-2022 Page 1096 of 1131 City Council may deny the staff recommendation and provide alternate direction.

STRATEGIC PLAN:

N/A
SUBMITTED BY:

John R. Harris, Municipal Utilities and Engineering Director RECOMMENDED BY:

Charles M. Duggan Jr., City Manager
REVIEWED BY:

Yvette M. Abich Garcia, City Attorney
Janice McConnell, Assistant City Manager
PREPARED BY:

Fernando Mata, Wastewater Operations Superintendent
Fiscal Impact
Fiscal Year: FY 22/23
Revenue Generating: No
Appropriation Required Y/N: N
Amount: $750,000
Budgeted Y/N: Y
Account No.: 521900
Discussion:

There is no fiscal impact associated with this action. This service is included in the FY 22/24 Wastewater Service Fund budget.

Attachments
A. Service Agreement
B. Bid Report
C. Bid Proposal
Redlands Regular Meeting of 11-15-2022 Page 1097 of 1131 NPS-2.2 (2/22)
1 L:\ca\Agreements\Non-PSA Kirtley Construction, Inc.-FY22-0058.doc-jm

AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES

FOR IMPROVEMENT TO PUBLIC BUILDINGS AND GROUNDS
This agreement for the provision of on-call sewer collection system repair & construction services (“Agreement”) is made and entered in this 15
th day of November, 2022 (“Effective
Date”), by and between the City of Redlands, a municipal corporation (“City”) and Kirtley Construction, Inc. (“Contractor”). City and Contractor are sometimes individually referred to herein as a “Party” and, together, as the “Parties.” In consideration of the mutual promises contained herein, City and Contractor agree as follows:

ARTICLE 1 – ENGAGEMENT OF CONTRACTOR

1.1 City hereby engages Contractor to perform on-call sewer collection system repair & construction services services for City (the “Services”). The Services that Contractor shall perform are more particularly described in Exhibit “A,” titled “Scope of Services,” which is attached hereto and incorporated herein by this reference.

1.2 The Services shall be performed by Contractor in a professional manner, and Contractor represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional Contractors in the industry providing like and similar types of Services.

ARTICLE 2 – RESPONSIBILITIES OF CONTRACTOR

2.1 Contractor shall comply with all applicable federal, state and local laws and regulations in the performance of the Services including, but not limited, to all applicable Labor Code and prevailing wage laws and non-discrimination laws, including the Americans with Disabilities Act. Pursuant to Labor Code section 1773.2, copies of the prevailing rates of per diem wages as determined by the Director of the California Department of Industrial Relations for each craft, classification or type of worker needed to undertake the Services are on file at City’s Municipal Utilities and Engineering Department, located at the Civic Center, 35 Cajon Street, Suite 15A (Mailing: P.O. Box 3005), Redlands, California 92373.

2.2 Contractor acknowledges that if it violates the Labor Code provisions relating to prevailing wages that City may enforce such provisions by withholding payments to Contractor or its subcontractors pursuant to Labor Code section 1771.6.

2.3 If Contractor executes an agreement with a subcontractor to perform any portion of the Services, Contractor shall comply with Labor Code sections 1775 and 1777.7, and shall provide the subcontractor with copies of the provisions of Labor Code sections 1771, 1775, 1776, 1777.5, 1813 and 1815. Contractor acknowledges that the statutory provisions establishing penalties for failure to comply with state wage and hour laws and to pay prevailing wages may be enforced by City pursuant to Labor Code sections 1775 and 1813.

2.4 Contractor and its subcontractors shall comply with the provisions of Labor Code section 1776 regarding payroll records maintenance, certifications, retention and inspection.

Redlands Regular Meeting of 11-15-2022 Page 1098 of 1131 NPS-2.2 (2/22)
2 L:\ca\Agreements\Non-PSA Kirtley Construction, Inc.-FY22-0058.doc-jm

2.5 Contractor acknowledges that eight (8) hours constitutes a legal day’s work pursuant to Labor Code section 1810.

2.6 Contractor shall comply with the provisions of Labor Code section 1777.5 as to apprenticeships, and Labor Code sections 1771, 1775, 1776, 1777.5, 1813 and 1815.

2.7 Pursuant to Public Contract Code section 7103.5(b), Contractor offers and agrees to assign to City all rights, title and interest in and to all causes of action it may have under section 4 of the Clayton Act (15 U.S.C. section 15) or under the Cartwright Act (Chapter 2 (commencing with section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, goods or materials pursuant to this Agreement.

ARTICLE 3 – RESPONSIBILITIES OF CITY

3.1 City shall make available to Contractor information in its possession that may reasonably assist Contractor in performing the Services.

3.2 City designates John R. Harris, Municipal Engineering and Utilities Department, as City’s representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City’s policies and decisions with respect to performance of the Services.

ARTICLE 4 – PERFORMANCE OF SERVICES

4.1 The Services shall commence as of the Effective Date of this Agreement. Contractor shall perform and complete the Services in a prompt and diligent manner in accordance with the schedule set forth in Exhibit “A,” which is attached hereto and incorporated herein by this reference.

4.2 The term of this Agreement shall be for a period of one (1) year from the Effective Date of this Agreement (the “Initial Term”). The City shall have the option to extend the Initial Term of this Agreement by two (2) additional one-year terms (each, an “Extended Term”), on the same terms and conditions, by providing written notice to Contractor at least thirty (30) days prior to the expiration of the Initial Term or any Extended Term.

The Initial Term and the Extended Terms are hereby collectively, referred to herein as the “Term” of this Agreement.

4.3 Contractor shall furnish a labor and material bond in the form attached hereto as Exhibit “B,” which is attached hereto and incorporated herein by this reference, in an amount equal to one hundred percent (100%) of the total compensation to be paid to Contractor pursuant to this Agreement.

ARTICLE 5 – PAYMENTS TO CONTRACTOR

5.1 The compensation for Contractor’s performance of the Services shall not exceed the amount of [two hundred fifty thousand dollars] ($250,000) for the Services provided Redlands Regular Meeting of 11-15-2022 Page 1099 of 1131 NPS-2.2 (2/22)
3 L:\ca\Agreements\Non-PSA Kirtley Construction, Inc.-FY22-0058.doc-jm during the Initial Term. Should this Agreement be renewed, the compensation for Contractor’s performance for the Services shall not exceed the amount of [two hundred fifty thousand dollars] ($250,000) for the first Extended Term; and [two hundred fifty thousand dollars] ($250,000) for the second Extended Term, bringing the total possible amount of compensation to a not-to-exceed amount of [seven hundred and fifty thousand dollars] ($750,000). For the Initial Term and each Extended Term, City shall pay Contractor on a time and materials basis up to the not to not-to-exceed amount in accordance with the rates specified in Exhibit “C,” titled “Price and Fee Bid,” which is attached hereto and incorporated herein by reference.

5.2 Contractor shall submit an invoice to City upon completion of the Services. City shall pay Contractor no later than thirty (30) days after receipt and approval by City of Contractor’s invoice.

5.3 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or (iv) on the date sent by facsimile or electronic mail transmission (including PDF), if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail; in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section:

CITY CONTRACTOR
City Clerk Troy Kirtley, President
City of Redlands Kirtley Construction, Inc.
35 Cajon Street P.O. Box 9608
P.O. Box 3005 (mailing) San Bernardino, CA 92427
Redlands, CA 92373 [email protected]
[email protected] (909)473-8739
(909) 798-7531 (909)473-3067
ARTICLE 6 – INSURANCE AND INDEMNIFICATION

6.1 The following insurance coverage required by this Agreement shall be maintained by Contractor for the duration of its performance of the Services. Contractor shall not perform any Services unless and until the required insurance listed below is obtained by Contractor. Contractor shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services. Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City.

A. Workers’ Compensation and Employer’s Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Contractor is self-insured or exempt from the workers’ compensation laws Redlands Regular Meeting of 11-15-2022 Page 1100 of 1131 NPS-2.2 (2/22)
4 L:\ca\Agreements\Non-PSA Kirtley Construction, Inc.-FY22-0058.doc-jm of the State of California. Contractor shall execute and provide City with Exhibit “D,” titled “Workers’ Compensation Insurance Certification,” which is attached hereto and incorporated herein by this reference, prior to performance of the Services.

B. Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, for public liability, property damage and personal injury is required. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City.

C. Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability. This coverage shall include all Contractor owned vehicles used in connection with Contractor’s provision of the Services, hired and non-owned vehicles, and employee non-ownership vehicles. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City.

6.2 Contractor shall defend, indemnify, and hold harmless City and its elected and appointed officials, employees and agents from and against any and all claims, losses and liability, including attorneys’ fees, arising from injury or death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Contractor, or its officers, employees and agents in performing the Services.

ARTICLE 7 – CONFLICTS OF INTEREST

7.1 Contractor covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Contractor’s Services. Contractor further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement.

7.2 Contractor agrees it is not a designated employee within the meaning of the Political Reform Act because Contractor:

A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law; (ii) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement; (iii) authorize City to enter into, modify or renew a contract; (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract; (v) grant City approval to a plan, design, report, study or similar item; (vi) adopt, or grant City approval of, policies, standards or guidelines for City or for any subdivision thereof.

Redlands Regular Meeting of 11-15-2022 Page 1101 of 1131 NPS-2.2 (2/22)
5 L:\ca\Agreements\Non-PSA Kirtley Construction, Inc.-FY22-0058.doc-jm B. Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City’s Conflict of Interest Code under Government Code section 87302.

7.3 In the event City determines that Contractor must disclose its financial interests, Contractor shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk’s office pursuant to the written instructions provided by the City Clerk.

ARTICLE 8 – GENERAL CONSIDERATIONS

8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys’ fees, including fees for the use of in-house counsel by a Party.

8.2 Contractor shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement. Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, results in City’s immediate termination of this Agreement.

8.3 Contractor is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor. Neither City nor any of its agents shall have control over the conduct of Contractor or Contractor’s employees, except as herein set forth. Contractor shall supply all necessary tools and instrumentalities required to perform the Services. Assigned personnel employed by Contractor are for its account only, and in no event shall Contractor or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City. Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Contractor have any authority, express or implied, to bind City to any obligation.

8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior written notice to Contractor of City’s intent to terminate. If this Agreement is terminated by City, an adjustment to Contractor’s compensation shall be made, but (i) no amount shall be allowed for anticipated profit or unperformed Services, and (ii) any payment due Contractor at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Contractor. Upon receipt of a termination notice, Contractor shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Contractor in performing the Services. Contractor shall be compensated on a pro-rata basis for Services completed up to the date of termination.

Redlands Regular Meeting of 11-15-2022 Page 1102 of 1131 NPS-2.2 (2/22)
6 L:\ca\Agreements\Non-PSA Kirtley Construction, Inc.-FY22-0058.doc-jm

8.5 Contractor shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor pursuant to this Agreement. Such books shall be available at reasonable times for examination by City at the office of Contractor.

8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement. Except as otherwise provided for herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Contractor.

8.7 This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provisions. The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, California.

8.8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement.

IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement.

CITY OF REDLANDS Kirtley Construction, Inc.

By: ___________________________ By: _________________________ Paul T. Barich, Mayor Troy Kirtley, President
ATTEST:
___________________________
Jeanne Donaldson, City Clerk
Redlands Regular Meeting of 11-15-2022 Page 1103 of 1131 NPS-2.2 (2/22)
7 L:\ca\Agreements\Non-PSA Kirtley Construction, Inc.-FY22-0058.doc-jm EXHIBIT "A"

SCOPE OF SERVICES
The work to be performed consist of furnishing all labor, equipment, and material necessary to complete the requested service for the City as required by the Standard Drawings in the City of Redlands’ Sanitary Sewer Systems Standard Specifications. City’s Sewer pipe material & length listed on Table ES.2
https://www.cityofredlands.org/sites/main/files/fileattachments/pw_standards_spec_2020.pdf?1606863175 Services may include but are not limited to:
• Main line sewer replacement of various sizes and material using SDR-35 pipe. • Main line sewer spot repair of various sizes and material using SDR-35 pipe. • Manhole invert flow line repair
• Manhole ring and cover repair and replacement (City to provide manhole ring and cover). • Uncover and raise manholes
• Repair and install manhole bench, shaft, and cone
• Contractor to furnish all equipment, material, and personnel to perform sewer bypass (i.e., set up/take down) and maintain the bypass throughout the entire duration of repairs;
• Contractor must be able to conduct traffic control procedures at job site in roadways and pedestrian walkways at the job site during all phases of work. This includes access to all traffic control devices , and compliance per the California Manual on Uniform Traffic Control Devices (CA MUTCD)
• All work to be performed in a safe manner, using the appropriate personal protective equipment and in accordance with the City’s safety practices and CAL-OSHA standards
• Upon request, prepare, and submit for approval and acceptance, an Overflow Response Plan specific to the task and in accordance with the City’s Overflow Emergency Response Plan;
• Contractor to provide estimate price. True cost will be based on time & material per job site by Contractor and approved by the City.
• Contractor is responsible for complete cleanup of job site immediately upon completion of project.
• Contractor shall maintain throughout the life of the contract a valid contractor license issued by the California Contractor State License Board, and having appropriate class and classification for the types of services required by this contract include Class A General Engineering, C34 Pipeline, and/or C42 Sanitation Systems • Contractor must be available 24-hours a day, 7 days a week, and be able to respond onsite within 2-hours for an emergency call out
• Contractor must be within 30 miles from the City of Redlands Municipal Utilities & Engineering Department: 35 Cajon St. Suite 15A, Redlands CA 92373 Redlands Regular Meeting of 11-15-2022 Page 1104 of 1131 NPS-2.2 (2/22)
8 L:\ca\Agreements\Non-PSA Kirtley Construction, Inc.-FY22-0058.doc-jm Table ES.2
Size Material Length (ft.)
4"
Vitrified Clay Pipe 1910.47
Unknown 532.67
Total 2443.14
6"
PVC 379.45
Vitrified Clay Pipe 31828.09
Total 32207.54
8"
Asbestos Coated Pipe 1096.46
Cast Iron 809.5
Ductile Iron 4225.45
PVC 200844.2
Truss Pipe 1853.04
Vitrified Clay Pipe 234013.17
Unknown 6988.63
Total 449830.45
10"
Concrete 1148.12
Ductile Iron 662.64
PVC 350.04
Vitrified Clay Pipe 32546.39
Total 34707.19
Redlands Regular Meeting of 11-15-2022 Page 1105 of 1131 NPS-2.2 (2/22)
9 L:\ca\Agreements\Non-PSA Kirtley Construction, Inc.-FY22-0058.doc-jm 12"
Cast Iron 1627.02
PVC 4574.92
Truss Pipe 1317.96
Vitrified Clay Pipe 56755.83
Total 64275.73
14"
Ductile Iron 30.4
Vitrified Clay Pipe 626.1
Unknown 3
Total 659.5
15"
PVC 12103.75
Vitrified Clay Pipe 45310.53
Unknown 10
Total 57424.28
18"
Ductile Iron 219.37
Epoxy Lined and Coated Steel 671.27
PVC 1010.78
Vitrified Clay Pipe 43135.05
Total 45036.47
20"
Epoxy Lined and Coated Steel 663.51
Vitrified Clay Pipe 2180.28
Total 2843.79
21"
Vitrified Clay Pipe 141117.3
Total 141117.3
24"
Ductile Iron 358.13
Vitrified Clay Pipe 16588.33
Total 16946.46
27"
Epoxy Lined and Coated Steel 2337.67
Vitrified Clay Pipe 2137.77
Total 4475.44
30"
Ductile Iron 1471.37
Epoxy Lined and Coated Steel 1323.83
Vitrified Clay Pipe 9329.59
Total 12124.79
36"
Vitrified Clay Pipe 130.31
Total 130.31
48"
Reinforced Concrete Pipe 1432.34
Total 1432.34
Redlands Regular Meeting of 11-15-2022 Page 1106 of 1131 NPS-2.2 (2/22)
10 L:\ca\Agreements\Non-PSA Kirtley Construction, Inc.-FY22-0058.doc-jm EXHIBIT "B"

LABOR AND MATERIAL BOND
Whereas, the City of Redlands, State of California, and Kirtley Construction, Inc.(hereinafter designated as “Principal”) have entered into an agreement (the “Agreement”) whereby Principal agrees to oncall sewer collection system repair & construction services (the “Work”), which said agreement, dated November 15, 2022, and titled as “Agreement to Perform Non-Professional Services for Improvement to Public Builds and Grounds” is hereby referred to and made a part hereof; and Whereas, under the terms of the Agreement, Principal is required before commencing the performance of the Work, to file a good and sufficient Labor and Material bond with the City of Redlands to secure the claims to which reference is made in Title 3 (commencing with Section 9550) of Part 6 of Division 4 of the Civil Code of the State of California.

Now, therefore, said Principal and the undersigned as corporate surety, are held firmly bound unto the City and all contractors, subcontractors, laborers, material men and other persons employed in the performance of the Agreement and referred to in the aforesaid Code of Civil Procedure in the sum of Seven Hundred and Fifty Thousand Dollars ($750,000) for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor, that said surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by the City in successfully enforcing such obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.

It is hereby expressly stipulated and agreed that this bond shall insure to the benefit of any and all persons, companies and corporations entitled to file claims under Title 3 (commencing with Section 9550) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond.

Should the condition of this bond be fully performed, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect.

The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Agreement or the specifications accompanying the same shall in any manner affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition.

In witness whereof, this instrument has been duly executed by the Principal and surety above named, on _______________________, 20__.
(SEAL) (SEAL)
(Contractor) (Surety)
BY:
(Signature) (Signature)
Address:
_______________________________________
________________________________________
(Seal and Notarial Acknowledgment of
Surety)
Telephone( ) ___________________________
Redlands Regular Meeting of 11-15-2022 Page 1107 of 1131 NPS-2.2 (2/22)
11 L:\ca\Agreements\Non-PSA Kirtley Construction, Inc.-FY22-0058.doc-jm EXHIBIT “C”
(
ITEM DESCRIPTION Unit of Measure Unit Price
1 Raise Sewer Manhole each $ 5,000.00
2 Uncover and Raise Sewer Manhole each $ 5,000.00
3 Repair Invert Flow Line of Manhole each $ 5,000.00
4 Repair Manhole Bench each $ 5,000.00
5 Install Manhole Bench each $ 5,000.00
6 Repair Manhole Shaft and Cone each $ 5,500.00
7 Replace Manhole Ring and Cover (City to Supply Ring & Cover) each $ 3,500.00
8 Install new Manhole (City to supply Ring & Cover) each $ 20,000.00 9 Main Sewer Line Spot Repair with 4” SDR-35 @ 3'-8'
depth per linear foot $ 16,000.00
10 Main Sewer Line Spot Repair with 4” SDR-35 @ 8'-15'
depth per linear foot $ 20,000.00
11 Main Sewer Line Spot Repair with 6” SDR-35 @ 3'-8'
depth per linear foot $ 18,000.00
12 Main Sewer Line Spot Repair with 6” SDR-35 @ 8'-15'
depth per linear foot $ 22,000.00
13 Main Sewer Line Spot Repair with 8” SDR-35 @ 3'-8'
depth per linear foot $ 20,000.00
14 Main Sewer Line Spot Repair with 8” SDR-35 @ 8'-15'
depth per linear foot $ 30,000.00
15 Main Sewer Line Spot Repair with 10” SDR-35 @ 3'-8'
depth per linear foot $ 22,000.00
16 Main Sewer Line Spot Repair with 10” SDR-35 @ 8'-15' depth per linear foot $ 35,000.00
17 Main Sewer Line Spot Repair with 12” SDR-35 @ 3'-8'
depth per linear foot $ 23,000.00
18 Main Sewer Line Spot Repair with 12” SDR-35 @ 8'-15' depth per linear foot $ 36,000.00
19 Main Sewer Line Spot Repair with 15” SDR-35 @ 3'-8'
depth per linear foot $ 25,000.00
20 Main Sewer Line Spot Repair with 15” SDR-35 @ 8'-15' depth per linear foot $ 37,000.00
21 Main Sewer Line Spot Repair with 18” SDR-35 @ 3'-8'
depth per linear foot $ 25,000.00
22 Main Sewer Line Spot Repair with 18” SDR-35 @ 8'-15' depth per linear foot $ 38,000.00
23 Main Sewer Line Spot Repair with 20” SDR-35 @ 3'-8'
depth per linear foot $ 35,000.00
24 Main Sewer Line Spot Repair with 20” SDR-35 @ 8'-15' depth per linear foot $ 46,000.00
25 Main Sewer Line Spot Repair with 24” SDR-35 @ 3'-8'
depth per linear foot $ 45,000.00
26 Main Sewer Line Spot Repair with 24” SDR-35 @ 8'-15' depth per linear foot $ 55,000.00
27 Main Sewer Line Spot Repair with 27” SDR-35 @ 3'-8'
depth
per linear foot $ 55,000.00
28 Main Sewer Line Spot Repair with 27” SDR-35 @ 8'-15' depth per linear foot $ 65,000.00
29 Main Sewer Line Spot Repair with 30” SDR-35 @ 3'-8'
depth per linear foot $ 65,000.00
Redlands Regular Meeting of 11-15-2022 Page 1108 of 1131 NPS-2.2 (2/22)
12 L:\ca\Agreements\Non-PSA Kirtley Construction, Inc.-FY22-0058.doc-jm 30 Main Sewer Line Spot Repair with 30” SDR-35 @ 8'-15' depth per linear foot $ 75,000.00
31 Main Sewer Line Spot Repair with 36” SDR-35 @ 3'-8'
depth per linear foot $ 75,000.00
32 Main Sewer Line Spot Repair with 36” SDR-35 @ 8'-15' depth per linear foot $ 85,000.00
33 Main Sewer Line Spot Repair with 48” SDR-35 @ 3'-8'
depth per linear foot $ 85,000.00
34 Main Sewer Line Spot Repair with 48” SDR-35 @ 8'-15' depth per linear foot $ 95,000.00
35 Main Sewer Line Replacement with 4” SDR-35 Pipe @ 3'- 8' depth per linear foot $ 10,000.00
36 Main Sewer Line Replacement with 4” SDR-35 Pipe @ 8'- 15' depth per linear foot $ 12,000.00
37 Main Sewer Line Replacement with 6” SDR-35 Pipe @ 3'- 8' depth per linear foot $ 11,000.00
38 Main Sewer Line Replacement with 6” SDR-35 Pipe @ 8'- 15' depth per linear foot $ 13,000.00
39 Main Sewer Line Replacement with 8” SDR-35 Pipe @ 3'- 8' depth per linear foot $ 12,000.00
40 Main Sewer Line Replacement with 8” SDR-35 Pipe @ 8'- 15' depth per linear foot $ 14,000.00
41 Main Sewer Line Replacement with 10” SDR-35 Pipe @
3'-8' depth per linear foot $ 13,000.00
42 Main Sewer Line Replacement with 10” SDR-35 Pipe @
8'-15' depth per linear foot $ 15,000.00
43 Main Sewer Line Replacement with 12” SDR-35 Pipe @
3'-8' depth per linear foot $ 14,000.00
44 Main Sewer Line Replacement with 12” SDR-35 Pipe @
8'-15' depth per linear foot $ 16,000.00
45 Main Sewer Line Replacement with 15” SDR-35 Pipe @
3'-8' depth per linear foot $ 20,000.00
46 Main Sewer Line Replacement with 15” SDR-35 Pipe @
8'-15' depth per linear foot $ 25,000.00
47 Main Sewer Line Replacement with 18” SDR-35 Pipe @
3'-8' depth per linear foot $ 20,000.00
48 Main Sewer Line Replacement with 18” SDR-35 Pipe @
8'-15' depth per linear foot $ 25,000.00
49 Main Sewer Line Replacement with 20” SDR-35 Pipe @
3'-8' depth per linear foot $ 30,000.00
50 Main Sewer Line Replacement with 20” SDR-35 Pipe @
8'-15' depth per linear foot $ 35,000.00
51 Main Sewer Line Replacement with 24” SDR-35 Pipe @
3'-8' depth per linear foot $ 35,000.00
52 Main Sewer Line Replacement with 24” SDR-35 Pipe @
8'-15' depth per linear foot $ 37,000.00
53 Main Sewer Line Replacement with 27” SDR-35 Pipe @
3'-8' depth per linear foot $ 35,000.00
54 Main Sewer Line Replacement with 27” SDR-35 Pipe @
8'-15' depth per linear foot $ 37,000.00
55 Main Sewer Line Replacement with 30” SDR-35 Pipe @
3'-8' depth per linear foot $ 35,000.00
56 Main Sewer Line Replacement with 30” SDR-35 Pipe @
8'-15' depth per linear foot $ 37,000.00
57 Main Sewer Line Replacement with 36” SDR-35 Pipe @
3'-8' depth per linear foot $ 35,000.00
58 Main Sewer Line Replacement with 36” SDR-35 Pipe @
8'-15' depth per linear foot $ 37,000.00
59 Main Sewer Line Replacement with 48” SDR-35 Pipe @
3'-8' depth per linear foot $ 38,000.00
Redlands Regular Meeting of 11-15-2022 Page 1109 of 1131 NPS-2.2 (2/22)
13 L:\ca\Agreements\Non-PSA Kirtley Construction, Inc.-FY22-0058.doc-jm 60 Main Sewer Line Replacement with 48” SDR-35 Pipe @
8'-15' depth per linear foot $ 40,000.00
61 Sewer Bypass Set-Up, Monitoring and Take Down daily rate $ 50,000.00 TOTAL SUM BID (1 through 61) $ 1,903,000.00
Redlands Regular Meeting of 11-15-2022 Page 1110 of 1131 NPS-2.2 (2/22)
14 L:\ca\Agreements\Non-PSA Kirtley Construction, Inc.-FY22-0058.doc-jm EXHIBIT “D”
WORKERS’ COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of the following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State. (b) By securing from the Director of Industrial Relations, a certificate of consent to self-insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his or her employees.

CHECK ONE
_____I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers’ Compensation or to undertake selfinsurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement. (Labor Code §1861).
_____I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers’ compensation laws of California. However, at any time, if I employ any person such that I become subject to the workers’ compensation laws of California, immediately I shall provide the City with a certificate of consent to self-insure, or a certification of workers’ compensation insurance.

I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct.

Kirtley Construction, Inc.

By: Date: _______ __________
Troy Kirtley, President
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