Disclaimer
The following guide is an online resource for cities to understand and navigate the various funding programs included in Proposition 4 – the Safe Drinking Water, Wildfire Prevention, Drought Preparedness, and Clean Air Bond Act of 2024.
Proposition 4 qualified for the November 2024 ballot when the Legislature approved SB 867 (Allen) on July 3, 2024. Proposition 4 is a comprehensive $10 billion climate, water, and natural resources bond.
This guide will walk city officials and staff, as well as their constituency, through key provisions and the eight funding chapters included in Proposition 4. This resource does not include all funding program information or funding criteria.
Please use the included hyperlinks to navigate to the respective funding program websites for additional information, where available.
The League of California Cities prepared this guide after the Cal Cities Board of Directors took a support position on Proposition 4. For additional questions, please contact Environmental Quality Legislative Affairs Lobbyist Melissa Sparks- Kranz.
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Proposition 4 Chapters
1. Overview ................................................................................................................. 4
2. Safe Drinking Water, Drought, Flood, and Water Resilience Chapter .............. 5
3. Wildfire and Forest Resilience Chapter .............................................................. 10
4. Coastal Resilience Chapter ................................................................................ 13
5. Extreme Heat Mitigation Chapter ...................................................................... 16
6. Protect Biodiversity and Accelerating Nature-Based Climate Solutions Chapter ................................................................................................................. 18
7. Climate Smart, Sustainable, and Resilient Farms, Ranches, and Working Lands Chapter ...................................................................................................... 20
8. Park Creation and Outdoor Access Chapter ................................................... 23
9. Clean Air Chapter ................................................................................................ 25
Acronyms in this Guide
CDCSD – California Department of Community Services and Development CDFA – California Department of Food and Agriculture
CDFW – California Department of Fish and Wildlife
CEC – State Energy Resources Conservation and Development Commission CNRA – California Natural Resources Agency
CWC – California Water Commission
CalFire – California Department of Forestry and Fire Protection DAC – Disadvantaged Communities
DOC – California Department of Conservation
DOE – Department of Education
DPR – California Department of Parks and Recreation
DWR – California Department of Water Resources
OES – Office of Emergency Services
OPR – Office of Planning and Research
SDAC – Severely Disadvantaged Communities
SGC – Strategic Growth Council
SGMA – Sustainable Groundwater Management Act
SWRCB – State Water Resources Control Board
WCB – Wildlife Conservation Board
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1. Overview
Proposition 4 -– the Safe Drinking Water, Wildfire Prevention, Drought Preparedness, and Clean Air Bond Act of 2024 -– includes $10 billion to comprehensively address the varied climate impacts and challenges facing California’s current communities and future generations. The investments included in Proposition 4 aim to help communities avoid and recover from the impacts of wildfire, flood, drought, extreme heat, or other climate-related events, as well as to help restore and protect natural systems experiencing such impacts.
The following are general provisions included in Proposition 4 (beginning with Public Resources Code 90000):
• State agencies administering funding shall give priority to projects that leverage private, federal, and local funding or produce the greatest public benefit.
• State agencies administering funding may provide advanced payments in the amount of 25% to the recipient of grant-awarded projects to initiate the project in a timely manner.
• The Secretary of the Natural Resources Agency shall publish a list of all program and project expenditures not less than annually, in written form, and shall post an electronic form of the list on the agency’s internet website in a downloadable spreadsheet format.
• An eligible applicant is a public agency, local agency, nonprofit organization, special district, joint powers authority, tribe, public utility, local publicly owned utility, or mutual water company.
• At least 40% of the total funds shall be allocated for projects that provide meaningful and direct benefits to vulnerable populations or disadvantaged communities (DAC). At least 10% of the total funds shall be allocated for projects that provide meaningful and direct benefits to severely disadvantaged communities (SDAC).
• A project whose application includes the use of services of the California Conservation Corps or certified community conservation corps, as defined in Public Resources Code Section 14507.5, shall be given preference as a grant receipt to the extent feasible.
• Up to 10% of the funds available in each chapter may be allocated for technical assistance to disadvantaged communities, severely disadvantaged communities, or vulnerable populations. Funds used for providing technical assistance may exceed 10%, if the state agency administering the funding determines that there is a need for the additional funding.
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2. Safe Drinking Water, Drought,
Flood, and Water Resilience
Chapter
The water chapter includes a total of $3.8 billion
for safe drinking water, drought protection, flood
protection, and water resilience (beginning with
Public Resources Code Section 91000).
Projects funded under this chapter shall be consistent with the policies and guidelines established by the Water Resilience Portfolio, California’s Water Supply Strategy, the Central Valley Flood Protection Plan (CVFPP), and the Sustainable Groundwater Management Act (SGMA).
Clean, Safe, and Reliable Drinking Water
• Total Amount: $610 million
• Funding Type: Grants and loans (SWRCB)
• Webpage: SWRCB Grants and Loans Financial Assistance
• Purpose: To improve water quality, or provide clean, safe, and reliable drinking water, including projects that monitor and remediate perfluoroalkyl and polyfluoroalkyl substances; increase the affordability of safe drinking water, prevent, reduce, or treat groundwater contamination; water or wastewater system service extension or consolidation; address hexavalent chromium in drinking water, water shortage contingency plan projects or county wide drought projects; and Tribal drinking water infrastructure projects.
Groundwater Sustainability
• Total Amount: $386 million ($386,250,000)
• Funding Type: Project funding (DWR)
• Webpage: DWR Grants and Loans Financial Assistance
• Purpose: $193,125,000 is for projects that increase groundwater storage, improve the management and operations of groundwater storage, or for groundwater banking, and support the implementation of SGMA; and $193,125,000 is for conjunctive use and groundwater recharge projects.
Multi-Benefit Land Repurposing
• Total Amount: $200 million
• Funding Type: Project funding (DOC)
• Webpage: Multibenefit Land Repurposing Program
• Purpose: For groundwater sustainability projects that reduce groundwater use and repurpose irrigated agricultural land, provide wildlife habitat, improve drought resilience or flood management, or support the implementation of SGMA.
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Water Reuse and Recycling
• Total Amount: $386 million ($386,250,000)
• Funding Type: Grants and projects (SWRCB)
• Webpage: SWRCB Water Recycling Funding Program
• Purpose: For treatment, storage, conveyance, and distribution facilities for potable and non-potable recycling projects; dedicated distribution infrastructure to serve residential, commercial, agricultural, and industrial end user retrofit projects to allow the use of recycled water; and multiple-benefit recycled water projects that improve water quality. At least 50% local cost share is required for projects funded. Local cost sharing may be suspended or reduced for DAC or SDAC.
Water Storage
• Total Amount: $75 million
• Funding Type: Directed project funding (CWC)
• Webpage: Water Storage Investment Program (WISP)
• Purpose: For the timely completion of existing approved projects under WISP as supplemental grants to reflect the increase in costs due to inflation since the original grant applications and any increase in public benefits.
Brackish Desalination
• Total Amount: $62.5 million
• Funding Type: Upon appropriation by the Legislature
• Purpose: For capital investments in brackish desalination, contaminant and salt removal, and salinity management projects to improve California water and drought resilience; Priority shall be given to projects that use new incremental eligible renewable energy resources during operation and reduce greenhouse gas emissions associated with their construction and operation.
Water Data Management
• Total Amount: $15 million
• Funding Type: Funding to DWR and SWRCB, upon appropriation by the Legislature
• Purpose: To improve water data management and to reactivate existing stream gages and deploy new gages.
Regional Water Conveyance
• Total Amount: $75 million
• Funding Type: Competitive grants (CNRA and DWR)
• Purpose: For regional conveyance projects or repairs to existing conveyances.
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Water Conservation
• Total Amount: $75 million
• Funding Type: Project funding (DWR)
• Webpage: DWR Grants and Loans Financial Assistance
• Purpose: For projects that increase water conservation in agricultural and urban areas.
Flood Management
• Total Amount: $550 million
• Funding Type: Project funding (CNRA, and its departments, boards, and conservancies)
• Purpose: For flood management projects. Priority will be given to projects designed and implemented to achieve both flood safety and ecosystem functions, along with additional benefits. At least 40% shall benefit DACs, SDACs, or vulnerable populations. Of the funds available, $150 million is for projects in the Sacramento-San Joaquin Delta to improve existing levees to increase flood protection and improve climate resiliency, $150 million is for projects that implement the Flood Control Subventions Program, and $250 million is for projects related to the systemwide evaluation, repair, rehabilitation, reconstruction, expansion, or replacement of levees, weirs, bypasses, and facilitates of the State Plan of Flood Control.
Dam Safety and Reservoir Operations
• Total Amount: $480 million
• Funding Type: Competitive grants(DWR)
• Webpage: DWR Dam Safety and Climate Resilience Local Assistance • Purpose: For projects that enhance dam safety and reservoir operations and protect public benefits.
Multi-Benefit Urban Stormwater Management
• Total Amount: $110 million
• Funding Type: Grant funding (SWRCB)
• Webpage: SWRCB Stormwater Grant Program
• Purpose: For multi-benefit urban stormwater management projects that address flooding in urbanized areas, with preference given to natural infrastructure projects, stormwater capture and reuse, planning and implementation of low-impact development, restoration of urban streams and watersheds, debris flow mitigation, and increasing permeable surfaces to help reduce flooding.
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Integrated Regional Water Management (IRWM)
• Total Amount: $100 million
• Funding Type: Grant funding (DWR)
• Webpage: DWR IRWM Program
• Purpose: For projects related to integrated regional water management to improve climate resilience on a watershed basis and to address impacts associated with climate risk.
Watershed Restoration
• Total Amount: $335 million
• Funding Type: Upon appropriation by the Legislature
• Purpose: For projects that protect and restore rivers, wetlands, streams, lakes, and watersheds as well as improve the resilience of fish and wildlife, where projects are required to improve climate resilience, water supplies or water quality. Preference shall be given to natural infrastructure projects. Funds shall be made available for the following:
o $40 million – for projects that improve climate resiliency or protection of Los Angeles River Watershed or are consistent with the Lower Los Angeles River Revitalization Plan.
o $40 million – for projects that improve climate resiliency or protection of the Los Angeles River Watershed and are part of the revitalization plan developed by the Upper Los Angeles River and Tributaries Working Group or the Los Angeles River Master Plan.
o $50 million – shall be available to DWR’s Riverine Stewardship Program. o $25 million – shall be available to the State Coastal Conservancy for the Santa Ana River Conservancy Program.
o $25 million – for multiple-benefit urban stream and river projects under DWR’s Urban Streams Restoration Program.
o $25 million – to CNRA for projects that improve conditions on wildlife refuges and wetland habitat areas, including projects that acquire willing sellers and water conveyance rights of the federal Central Valley Project Improvement Act and the Lower Klamath National Wildlife Refuge.
o $10 million – shall be available to the Wildlife Conservation Board for the Lower American River Conservancy Program.
o $25 million – shall be available to the State Coastal Conservancy to protect and restore watersheds through the Coyote Valley Conservation Program in the County of Santa Clara.
o $25 million – shall be available to the State Coastal Conservancy to protect and restore watersheds through the West Coyote Hills Program. o $50 million – for SWRCB loans or grants that will address water quality problems arising in the California-Mexico cross-border rivers and coastal waters in the Tijuana River Valley Watershed, as described in the Tijuana River Plan and for projects consistent with the New River Redlands Regular Meeting of 10-15-24
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Water Quality, Public Health, and River Parkway Development Program.
o $20 million – shall be available to improve the climate resiliency of or for the protection of the Clear Lake Watershed.
Salton Sea
• Total Amount: $170 million
• Funding Type: Upon appropriation by the Legislature
• Webpage: CNRA Salton Sea Program
• Purpose: To implement the Salton Sea Management Program 10-Year Plan (and any revisions to the plan), or any subsequent plans, to provide air quality, public health, and habitat benefits. Of the funds, $10 million shall be available for the creation of either a Salton Sea Conservancy or the Salton Sea Authority.
Stream Protection and Enhancement
• Total Amount: $150 million
• Funding Type: Project funding (WCB)
• Webpage: WCB Grant Programs
• Purpose: For projects pursuant to the guidelines of the Stream Flow Enhancement Program, including the acquisition of water or water rights, acquisition of land that includes water rights or contractual rights to water, and short- or long-term water transfers and leases. Of the funds, $50 million shall be available for the Habitat Enhancement and Restoration Program for fishery enhancement projects and programs that support reintroducing salmon into cold water habitat in the Sacramento and San Joaquin Rivers watersheds.
Zoos and Aquariums
• Total Amount: $20 million
• Funding Type: Grant funding (CNRA)
• Purpose: Nature and climate education and research facilities, nonprofit organizations and public institutions, natural history museums, California zoos and aquariums accredited by the Association of Zoos and Aquariums, and geologic heritage sites that serve diverse populations; may be used for grant funding for buildings, equipment, structures, and exhibit galleries that present collections to promote climate, biodiversity, and cultural literacy; and projects that may support species recovery and biodiversity protection in order to advance the state’s 30x30 conservation goal. Please also see additional funding in Chapter 8.
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3. Wildfire and Forest Resilience
Chapter
The wildfire and forest resilience chapter
includes a total of $1.5 billion for wildfire
prevention, including reducing community
wildfire risk and restoring the health and
resilience of forests and landscapes (beginning
with Public Resources Code Section 91500).
Projects funded under this chapter shall be consistent with the policies and guidelines established by the California Wildfire and Forest Resilience Action Plan, and the Natural Resources Agency and the Department of Forestry and Fire Protection, if applicable.
Wildfire Mitigation
• Total Amount: $135 million
• Funding Type: Grant funding (OES)
• Webpage: OES California Wildfire Mitigation Program
• Purpose: For wildfire mitigation projects that prevent wildfires, increase resilience, maintain existing wildfire risk reduction projects, reduce the risk of wildfires to communities, or increase home or community hardening. Grants shall assist local and state agencies to leverage additional funds, including matching grants from federal agencies. Funds may be used to provide loans, rebates, direct assistance, and matching funds for projects. Projects shall benefit DACs, SDACs, or vulnerable populations; and funding shall be prioritized for wildfire mitigation from local agencies based on the Fire Risk Reduction Community list.
Wildfire Prevention
• Total Amount: $1.2 billion ($1,205,000,000)
• Funding Type: Projects and grant funding (CNRA and its departments, boards, and conservancies)
• Purpose: For projects that improve local fire prevention capacity, improve forest health and resilience, and reduce the risk of wildfire spreading into populated areas from wildlands. These funds include the following categories:
o $185 million – to DOC’s Regional Forest and Fire Capacity Program. o $170 million – to implement regional projects such as landscape-scale projects developed by forest collaboratives, and projects that implement strategies developed by state conservancies through block grants and direct appropriations by the Legislature.
o $175 million – to CalFire’s Forest Health Program for long-term forest health projects.
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o $185 million – to CalFire for local fire prevention grants and for grants to conduct workforce development for fire prevention and wildfire resiliency work.
o $25 million – to CalFire for the creation or expansion of a fire training center.
o $200 million – to CNRA and DPR for forest health and watershed improvement projects in forests and other habitats.
o $50 million – for grants to conduct fuel reduction, structure hardening, create defensible space, reforestation, or targeted acquisitions to improve forest health and fire resilience.
o For watershed improvement, forest health, biomass utilization, chaparral and forest restoration, and workforce development for the following:
▪ $33.5 million – to the Sierra Nevada Conservancy
▪ $25.5 million – to the California Tahoe Conservancy
▪ $33.5 million – to the Santa Monica Mountains Conservancy ▪ $33.5 million – to the State Coastal Conservancy
▪ $33.5 million – to the San Gabriel and Lower Los Angeles Rivers and Mountains Conservancy
▪ $25.5 million – to the San Diego Rivers Conservancy
o $15 million – to the Wildfire Conservancy to improve firefighter health and safety, advance fire attack effectiveness, and promote community resilience and awareness.
o $15 million – to the California Fire Foundation to support vegetation mitigation and fuel reduction projects, public education and outreach, personal protective equipment, specialized firefighting equipment, and firefighter health and safety.
Vegetative Waste Removal
• Total Amount: $50 million
• Funding Type: Directed project funding (DOC or CEC)
• Purpose: For projects that provide long-term capital infrastructure to use forest and other vegetative waste removed for wildfire mitigation for noncombustible uses that maximize reductions in greenhouse gas emissions, provide local air quality benefits, and increase local community resilience against climate change impacts.
Fire Detection Technology
• Total Amount: $25 million
• Funding Type: Directed state funding (CalFire)
• Purpose: For technologies that improve the detection and assessment of new fire ignitions.
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Electricity Transmission Wildfire Risk
• Total Amount: $35 million
• Funding Type: Upon appropriation by the Legislature
• Purpose: For uses that reduce wildfire risk related to electricity transmission.
Workforce Development
• Total Amount: $50 million
• Funding Type: Project or grant funding (California Conservation Corps or certified community conservation corps and nonprofit workforce organizations)
• Webpage: California Conservation Corps
• Purpose: For projects that mitigate unemployment and assist the state with the implementation of critical natural resources, transportation, energy, and housing infrastructure to promote climate resilience; or projects to prepare for, prevent, respond to, and rehabilitate following natural disasters, declared emergencies, or climate-related impacts to communities.
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4. Coastal Resilience Chapter
The coastal resilience chapter includes a total
of $1.2 billion to increase coastal and ocean
resiliency and protect coastal lands, waters,
communities, natural resources, and urban
waterfronts from sea level rise and other
climate impacts (beginning with Public
Resources Code Section 92000).
Eligible uses include, but are not limited to, projects that restore coastal wetlands and projects to address sea level rise. Projects funded under this chapter shall be consistent with the policies and guidelines established by the California Coastal Commission, DPR, the Ocean Protection Council, the State Lands Commission, the San Francisco Bay Conservation and Development Commission, and the State Coastal Conservancy, if applicable.
Coastal Resiliency
• Total Amount: $415 million
• Funding Type: Project and grant funding (State Coastal Conservancy) • Webpage: Coastal Conservancy Grants
• Purpose: For coastal resilience projects and programs to protect, restore, and increase the resilience of beaches, bays, coastal dunes, wetlands, coastal forests, watersheds, trails, and public access facilities. The funds may be allocated to any of the following:
o Grants through the Climate Ready Program.
o Projects to protect coastal lands and restore habitats, including subtidal habitats, wetlands, riparian areas, redwood forests, grasslands, oak woodlands, and other important wildlife habitats, including projects to protect and restore healthy sea otter populations.
o Natural infrastructure projects that use existing natural areas to minimize coastal flooding, erosion, and runoff.
o Projects to restore coastal land for public use on surplus land for formerly fossil-fueled powerplants.
o Lower cost coastal accommodation grants consistent with the Lower Cost Coastal Accommodations Program.
o Not less than $85 million shall be available for projects that are consistent with the San Francisco Bay Restoration Authority Act or the San Francisco Bay Area Conservancy Program, including, but not limited to, projects that address sea level rise, flood management, and wetland restoration.
Coastal and Flood Management
• Total Amount: $350 million
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• Webpage: Coastal Conservancy Grants
• Purpose: For coastal and combined flood management projects and activities on developed shoreline areas, such as areas with critical community infrastructure, including, but not limited to, transportation and port infrastructure at risk of current flooding and flooding due to sea level rise.
Funds shall be allocated to multiple-benefit projects that improve public safety, including shoreline resilience projects designed to address flooding, sea level rise, and shoreline stability that include engineering with nature or nature-based features. These funds shall be available to local agencies as matching funds for federally funded coastal flood risk management and flood risk management projects.
Marine Ecosystems
• Total Amount: $135 million
• Funding Type: Upon appropriation by the Legislature (for deposit into the California Ocean Protection Trust Fund)
• Purpose: Grants to increase resilience from the impacts of climate change.
Preference shall be given to projects that conserve, protect, and restore marine wildlife and healthy ocean and coastal ecosystems, including, but not limited to, estuarine habitat, kelp forests, eelgrass meadows, and native oyster beds, or those that maintain the state’s system of marine protected areas and support sustainable fisheries. Funding may be used to purchase and install ocean current mapping infrastructure and new maritime research infrastructure to reduce emissions. Funds may be used to establish a program with acre-based targets to advance habitat recovery projects that will contribute to protecting and restoring kelp forests, eelgrass meadows, and native oyster beds.
Sea Level Rise Mitigation
• Total Amount: $75 million
• Funding Type: Upon appropriation by the Legislature
• Purpose: For implementation of the California Sea Level Rise Mitigation and Adaptation Act of 2021.
Sea Level Rise Adaptation
• Total Amount: $50 million
• Funding Type: Directed funding (DPR)
• Webpage: DPR Coastal Resilience Program
• Purpose: To implement the Sea Level Rise Adaptation Strategy to address the impacts of sea level rise in coastal state parks, support continued access and recreational opportunities, and protect coastal natural and cultural resources.
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Fisheries Management and Ecosystems
• Total Amount: $75 million
• Funding Type: Upon appropriation by the Legislature (CNRA and CDFW) • Purpose: To protect and restore island ecosystems by mitigating the threat of island invasive species and advancing biosecurity initiatives; to advance climate-ready fisheries management by expanding opportunities for experimentation and adaptive cooperative management, modernizing electronic fisheries data management systems, and increasing the use of electronic technologies to facilitate more nimble decision-making and timely management responses under changing ocean conditions; and to support the restoration and management of kelp ecosystems.
Dam Removal
• Total Amount: $75 million
• Funding Type: Project and grant funding (State Coastal Conservancy) • Webpage: State Coastal Conservancy Grants
• Purpose: To remove outdated or obsolete dams and for related water infrastructure projects, such as increasing climate resilience, enhancing sediment supply, improving wildlife and fish passage, and modernizing related water infrastructure, including related planning, monitoring, permitting, habitat restoration, and recreational improvements.
Fish Hatcheries
• Total Amount: $25 million
• Funding Type: Directed funding (CDFW)
• Webpage: CDFW Fish Hatcheries Program
• Purpose: For hatchery upgrades and expansions and for new conservation hatcheries that increase fish production and include the latest technologies to support species conservation and reintroduction efforts necessary to support genetically diverse populations of Central Valley Chinook Salmon.
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5. Extreme Heat Mitigation Chapter
The extreme heat mitigation chapter includes a
total of $450 million to respond to severe
weather and increasing temperatures, as well as
address extreme heat and extreme heat events
in communities (beginning with Public Resources
Code Section 92500).
Projects funded under this chapter shall be consistent with the policies and guidelines established by the Protecting Californians From Extreme Heat: A State Action Plan to Build Community Resilience, and the Office of Planning and Research’s Extreme Heat and Community Resilience Program, if applicable.
Extreme Heat and Community Resilience
• Total Amount: $50 million
• Funding Type: Project funding (OPR)
• Webpage: OPR’s Extreme Heat and Community Resilience Program • Purpose: To reduce the impact of extreme heat, reduce the urban heat island effect, and build community resilience in order to strengthen communities that are vulnerable to the extreme heat impacts of climate change.
Transformative Climate Communities
• Total Amount: $150 million
• Funding Type: Project funding (SGC)
• Webpage: SGC’s Transformative Climate Communities Program • Purpose: For projects that provide local economic, environmental, and health benefits, and improve the resilience of priority populations.
Urban Greening
• Total Amount: $100 million
• Funding Type: Competitive grant funding (CNRA)
• Webpage: CNRA’s Urban Greening Program
• Purpose: For urban greening efforts intended to support projects that mitigate the urban heat island effect, rising temperatures, and extreme heat impacts. Eligible projects may include, but are not limited to, the creation and expansion of green streets and alleyways, and investments that support an expanded urban greening program that helps create green recreational parks and green schoolyards in park-poor communities.
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Urban Forests
• Total Amount: $50 million
• Funding Type: Project funding (CalFire)
• Webpage: CalFire’s Grant Programs
• Purpose: To protect or augment California’s urban forests, where projects shall contribute to mitigating the urban heat island effect and extreme heat impacts.
Community Resilience Centers
• Total Amount: $60 million
• Funding Type: Competitive grants(OES and SGC)
• Webpage: SGC’s Community Resilience Center Program
• Purpose: For the creation of strategically located community resilience centers across diverse regions of the state at eligible community facilities.
Eligible community facilities include, but are not limited to, senior and youth centers, park and recreation sites, libraries, health clinics, hospitals, schools, town halls, food banks, homeless shelters, childcare facilities, community centers, community nonprofit facilities providing essential services, places of worship, mobile sites, and fairgrounds. Grant awards shall model integrated delivery of emergency response services during disruptions, including zero- emission backup power, drinking water, clean air, cooling, food storage, shelter, telecommunications and broadband services, economic assistance, accommodation of pets, and other health protection measures and emergency resources during a disaster, state of emergency, local emergency, or de-energization event. Grants shall be prioritized to proposed centers that demonstrate involvement of community-based organizations and community residents within governance and decision-making processes.
Fairground Modifications
• Total Amount: $40 million
• Funding Type: Grant funding (CDFA)
• Webpage: CDFA’s Fairground and Community Resilience Center Program • Purpose: For fairgrounds operated by the network of California fairs for modifications or upgrades that do one or both of the following activities:
o Enhance the ability of those facilities to serve as multirole community, staging, and evacuation centers to provide community resilience benefits during a disaster, state of emergency, local emergency, or de- energization event; or
o Deploy communications and broadband infrastructure at those facilities to improve their capability to serve as multirole community, staging, and evacuation centers and enhance local telecommunications service.
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6. Protect Biodiversity and
Accelerate Nature-Based
Climate Solutions Chapter
The biodiversity protection and nature-based
climate solutions chapter includes a total of
$1.2 billion for the protection of California’s
biodiversity and to protect nature and restore
landscape health to achieve California’s
climate change goals (beginning with Public Resources Code Section 93000).
Projects funded under this chapter shall be consistent with the policies and guidelines established by the Wildlife Conservation Board, the Pathways to 30x30 Strategy, the Natural and Working Lands Climate Smart Strategy, California’s 2022 Scoping Plan for Achieving Carbon Neutrality, and the California Climate Adaptation Strategy, if applicable.
Biodiversity Protection
• Total Amount: $870 million
• Funding Type: Grant funding (WCB)
• Webpage: WCB Grant Programs
• Purpose: To protect and enhance fish and wildlife resources and habitat and achieve the state’s biodiversity goals, including activities such as land acquisition, habitat enhancement and restoration, rangeland, grazing land, and grassland protection, inland wetland conservation, ecosystem restoration on agricultural lands, climate adaptation and resiliency, Monarch butterfly and pollinator rescue, and desert and oak woodland conservation, including $180 million for WCB to improve connectivity and establish wildlife crossings and corridors; and $22 million for the restoration of Southern Ballona Creek Watershed.
Regional Conservancies
• Total Amount: $320 million
• Funding Type: Upon appropriation by the Legislature
• Purpose: To reduce the risks of climate change impacts upon communities, fish and wildlife, and natural resources, and increase public access. Funds will be allocated as follows:
o $48 million – to the Baldwin Hills Conservancy
o $29 million – to the California Tahoe Conservancy
o $11 million – to the Coachella Valley Mountains Conservancy o $29 million – to the Sacramento-San Joaquin Delta Conservancy o $48 million – to the San Diego River Conservancy
o $48 million – to the San Gabriel and Lower Los Angeles Rivers and Mountains Conservancy
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o $11 million – to the San Joaquin River Conservancy
o $48 million – to the Santa Monica Mountains Conservancy o $48 million – to the Sierra Nevada Conservancy
Tribal Nature-Based Solutions
• Total Amount: $10 million
• Funding Type: Directed funding (CNRA)
• Webpage: CNRA’s Tribal Nature-Based Solutions Program • Purpose: To fund the Tribal Nature-Based Solutions Program.
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7. Climate Smart, Sustainable,
and Resilient Farms, Ranches,
and Working Lands Chapter
The climate-smart agricultural chapter
includes a total of $300 million for improving
the climate resilience and sustainability of
agricultural lands (beginning with Public
Resources Code Section 93500).
Projects funded under this chapter shall be consistent with the policies and guidelines established by CDFA and the Natural and Working Lands Climate Smart Strategy, if applicable.
Climate Resilient Agricultural Lands
• Total Amount: $105 million
• Funding Type: Project and grant funding (CDFA)
• Webpage: CDFA’s Office of Environmental Farming and Innovation • Purpose: To improve the climate resilience of agricultural lands and ecosystem health, allocated to eligible projects, as follows:
o $65 million – Grants to promote improvements in soil health or accelerate carbon removal or soil carbon sequestration.
o $40 million – For the State Water Efficiency and Enhancement Program to promote on-farm water use efficiency with a focus on multiple-benefit projects that improve resilience to climate change and save water on California agricultural operations.
Invasive Species
• Total Amount: $20 million
• Funding Type: Upon appropriation by the Legislature
• Purpose: Funds shall be deposited in the Invasive Species Account for the purposes of funding invasive species projects and activities recommended by the Invasive Species Council of California. Preference shall be given to projects that restore and protect biodiversity and ecosystem health and consideration shall be given to geographic equity.
Farmland and Rangeland
• Total Amount: $15 million
• Funding Type: Project funding (DOC)
• Webpage: DOC’s Grant Programs
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erosion control, watershed health, water quality, or water retention. Projects shall provide multiple benefits. DOC shall give preference to projects for small- and medium-sized farms.
Sustainable Agricultural Infrastructure
• Total Amount: $90 million
• Funding Type: Grant funding (CDFA)
• Webpage: CDFA’s Grant Programs
• Purpose: For grants that benefit small and medium-sized farmers, socially disadvantaged farmers, beginning farmers, and veteran famers to increase sustainability of agricultural infrastructure and facilities that support food systems and increase market access, including:
o $20 million – for infrastructure related to certified mobile farmers markets, such as mobile farmers markets vehicles, refrigeration, and other equipment.
o $20 million – to develop year-round infrastructure for certified farmers’ markets, fishermen’s markets, or tribe-operated markets. o $20 million – for urban agriculture projects that create or expand city or suburban community farms and gardens.
o $15 million – for grants for regional farm equipment sharing. o $15 million – to advance tribal food sovereignty to grow, produce, procure, and distribute foods that reflect Native American culture and traditions and support the development of tribal producers and vendors.
Land Access for Socially Disadvantaged Farmers or Tribes • Total Amount: $30 million
• Funding Type: Directed funding/ low-interest loans (DOC) • Webpage: DOC’s Land Resource Protection Division
• Purpose: To improve land access and tenure for socially disadvantaged farmers or ranchers, tribal producers, and beginning farmers and ranchers.
Agricultural Vanpool Funding
• Total Amount: $15 million
• Funding Type: Upon appropriation by the Legislature
• Webpage: California Vanpool Authority Program
• Purpose: Funds for the California Vanpool Authority as grants for the deployment of vanpool vehicles, clean technologies, and charging and alternative fuel infrastructure, for use by low-income agricultural workers.
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Farm Research
• Total Amount: $15 million
• Funding Type: Grant funding (DOE)
• Purpose: Grants to public postsecondary educational institutions that are designated as Agricultural Experiment Stations or Agricultural Research Institutes to develop research farms to improve climate resiliency. Grants shall not exceed $1 million per institution and shall be constructed and maintained with environmentally sustainable infrastructure practices.
Farmworker Housing Energy Efficiency Upgrades
• Total Amount: $10 million
• Funding Type: Directed funding (CDCSD)
• Webpage: Farmworker Housing Component of the Low-Income Weatherization Program
• Purpose: For low-income farmworker households for no-cost energy efficiency upgrades designed to reduce greenhouse gas emissions by saving energy. These energy efficiency upgrades shall include, but are not limited to, insulation, central heating and cooling system upgrades, lighting upgrades, and window replacement.
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8. Park Creation and Outdoor
Access Chapter
The park creation and outdoor access chapter
includes a total of $700 million for the creation
and protection of parks, outdoor access, and
educational institutions and facilities (beginning
with Public Resources Code Section 94000).
Projects funded under this chapter shall be consistent with the policies and guidelines established by the Natural Resources Agency, the Outdoors for All Strategy, and the Pathways to 30x30 Strategy, if applicable.
Safe Neighborhood Parks
• Total Amount: $200 million
• Funding Type: Competitive grants (DPR)
• Webpage: Park Development and Community Revitalization Program • Purpose: For the creation, expansion, and renovation of safe neighborhood parks in park-poor neighborhoods, where not less than 10% shall be available for the rehabilitation or repurposing of existing park infrastructure and enhance user experiences or increase access, such as for individuals with disabilities. Priority shall be given to projects that provide multiple benefits, including, but not limited to, mitigating impacts of extreme heat, sea level rise, or flooding, enhancing stormwater capture, improving air quality, supporting local biodiversity, and other environmental benefits.
Outdoor and Recreational Access
• Total Amount: $200 million
• Funding Type: Directed project funding (CNRA and its departments, boards, and conservancies)
• Purpose: For the reduction of climate impacts on DACs and vulnerable populations and the creation, protection, and expansion of outdoor recreation opportunities. Eligible projects include, but are not limited to, any of the following:
o Improvements to city parks, county parks, regional parks, and open-space lands to preserve infrastructure, including natural infrastructure, to promote resilience and adaptation or the promotion and enhancement of natural resources and water conservation and efficiencies on local and regional public park lands and open-space lands.
o Funding for park-poor communities experiencing a significant loss of parks or open and recreation space resulting from climate-related infrastructure projects.
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o Multiple-benefit projects that reduce risks of exposure to toxic or hazardous materials that may increase as a result of wildfires, flooding, sea level rise, or reduced water flows to polluted bodies of water. o Improved public park access, including for individuals with disabilities. o Protection, restoration, and enhancement of the natural resource values of the state park system and projects to expand public access for disadvantaged communities, including, but not limited to, the expansion of lower cost coastal accommodation project development. o Coastal public access infrastructure for disadvantaged communities, including, but not limited to, trails, parking areas, restrooms, bicycle lanes, and transportation improvements.
o Projects for the creation and improvement of local parks to correct historic underinvestment in communities identified by the department as park deficient for active recreational infrastructure, including aquatic centers, to encourage youth health, fitness, and recreational pursuits.
State Parks and Trail Enhancement and Expansion
• Total Amount: $100 million
• Funding Type: Directed project funding (CNRA and its departments, boards, and conservancies)
• Purpose: For the protection, restoration, and enhancement of the natural resource values of the state park system and for projects to expand recreational opportunities and public access to state and public park nonmotorized trails. Projects may include enhancing and expanding existing trails and creating new trails.
State Park Maintenance
• Total Amount: $175 million
• Funding Type: Upon appropriation by the Legislature (To DPR) • Purpose: For projects to address the DPR’s backlog of deferred maintenance.
Zoos and Aquariums
• Total Amount: $25 million
• Funding Type: Grant funding (CNRA)
• Purpose: For nature and climate education and research facilities, nonprofit organizations and public institutions, natural history museums, California zoos and aquariums accredited by the Association of Zoos and Aquariums, and geologic heritage sites that serve diverse populations. Grants may be used for buildings, equipment, structures, and exhibit galleries that present collections to promote climate, biodiversity, and cultural literacy; and projects may support species recovery and biodiversity protection in order to advance the state’s 30x30 conservation goal. Please also see additional funding in Chapter 2.
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9. Clean Air Chapter
The clean air chapter includes a total of $850
million for clean energy projects (beginning
with Public Resources Code Section 94500).
Clean Energy Transmission
• Total Amount: $325 million
• Funding Type: Upon appropriation by the
Legislature
• Purpose: Funds shall be appropriated to the California Infrastructure and Economic Development Bank, the CEC, or any other entity chosen by the Legislature for the public financing of clean energy transmission projects that are necessary to meet the state’s clean energy goals to reduce or offset ratepayer costs associated with the public benefits of transmission projects.
Preference may be given to projects that provide multiple benefits, including, but not limited to, reducing the risk of wildfire, reducing reliance on fossil fuel plants in DACs, and reducing rate pressure, including reconductoring and other grid-enhancing technologies.
Long-Duration Energy Storage
• Total Amount: $50 million
• Funding Type: Grant or loans (CEC)
• Webpage: CEC’s Long-Duration Energy Storage Program
• Purpose: To support the Long-Duration Energy Storage Program for projects, including, but not limited to, zero-emissions distributed energy backup assets, virtual power plants, and demand-side grid support.
Off-Shore Wind Generation
• Total Amount: $475 million
• Funding Type: Project funding (CEC)
• Purpose: To support the development of offshore wind generation, including:
o Construction of publicly owned port facilities for manufacturing, assembly, staging, and integration of entitlements and components for offshore wind generation.
o Expansion and improvement of public port infrastructure to accommodate vessels involved in the installation, maintenance, and operation of offshore wind generation.
o Upgrades to port facilities.
o Projects shall be prioritized that can show matching funds or are located at staging and integration ports that have released a notice of preparation pursuant to the California Environmental Quality Act process on or before February 29, 2024.
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City Council Meeting J. 2.
DATE: 10/15/2024
TO: Honorable Mayor and City Council Members
SUBJECT: ARPA update and request for reprogramming of ARPA funds to be obligated by December 31, 2024 (City Manager Duggan)
MOTION:
If the City Council determines that the staff’s recommendation is appropriate, the following motion is provided:
I move to approve the reallocation of $1,200,000 from the approved Pandemic Response ARPA category to the approved Resident Grocery Gift Card Program to fund an additional 1,000 eligible households with a $100 per month grocery gift card for a period of 12 months.
1. RECOMMENDATION:
Staff recommends that the City Council approve the reallocation of $1,200,000 from the approved Pandemic Response, Public Health Response category to the approved Resident Grocery Gift Card Program to fund an additional 1,000 eligible households with a $100 per month grocery gift card for a period of 12 months.
DISCUSSION:
On March 11, 2021, The American Rescue Plan Act (ARPA) was signed into law, and established the Coronavirus State Fiscal Recovery Fund and Coronavirus Local Fiscal Recovery Funds, which together make up the Coronavirus State and Local Fiscal Recovery Funds (SLFRF). The program provided support to State, territorial, local, and Tribal governments in responding to the economic and public health impacts of COVID-19 and to contain impacts on communities, residents, and businesses. Redlands received a total allocation of $11,508,106 of the $350 Billion SLFRF funding through ARPA. ARPA funds must be obligated by December 31, 2024, and fully expended by December 31, 2026.
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Staff recently re-evaluated the ARPA programs approved by the City Council in 2022 utilizing the recent quarterly ARPA SLFRF report. The current status of the programs are as follows:
ASSISTANCE TO HOUSEHOLDS
Resident Grocery Gift Card Program ($100 per month grocery gift card for eligible households for a 12-month period)
$2,024,400 allocated for the first round; offering assistance to 1,687 households have completed the 12-month program
$1,680,000 allocated for the second round; offering assistance to 1,400 households who are currently enrolled as of this date The program will be fully obligated by December 2024 and fully expended by December 2026.
Utility Bill Assistance Program ($20 bi-monthly benefit to eligible households)
$450,000 allocated for a 3-year program serving up to 1,000 eligible households per year.
Additional $32,160 was allocated from remaining Premium pay funds to purchase software to support program.
210 households enrolled, with new applicants enrolling each cycle.
Program will be fully obligated by December 2024 and fully expended by December 2026.
SERVICES FOR UNHOUSED
Steps for Life Shelter Bed Program (3 shelter beds reserved each month for the City's use)
$126,750 allocated for 51 months
Program will be fully obligated by December 2024 and fully expended by June 2026.
Homeless Solutions Coordinator Position (To aid in the creation of additional housing programs or services to support long-term housing security and help residents with accessing housing and social service resources.)
$323,250 allocated.
Position is fully funded through December 2025.
Homeless Outreach Program (One year program to conduct homeless outreach)
$200,000 allocated from the remaining funds in the Premium Pay Program.
Program completed as of November 15, 2023.
BUSINESS ECONOMIC RECOVERY
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Small Business Gift Card Match Program (Bonus Bucks Program offers a 1:1 Bonus E-gift Card match to patrons with a minimum $25 purchase to be used at participating City businesses. Up to $125 may be purchased, resulting in $250 of spending.)
$548,126 allocated after reprogramming.
$1,857,000 was reprogrammed to fund Round 2 of the Food Assistance program.
$155,126 remaining for continuation of the program through December 2024.
WASTEWATER RATE REDUCTION
$1,000,000 allocated toward Wastewater Treatment Plant Upgrades.
Rate payers received a rate reduction in the wastewater rates effective July 1, 2022.
Funding is anticipated to be fully expended by December 2024.
PREMIUM PAY
Premium Program Completed (One-time benefit up to $6,500 per eligible employee)
$3,100,500 allocated.
$2,757,213.35 expended, resulting in 479 employees receiving the benefit.
Remaining funds were reallocated to the Homeless Outreach Program in July 2022 ($200,000), the Utility Bill Assistance Program in August 2022 ($32,160), and the mobile crash barrier project in October 2022 ($111,126.65).
PANDEMIC RESPONSE
Limited Term Staffing to support administration of ARPA programs $464,000 allocated for Round 1 & Round 2 of the ARPA programs Funding is anticipated to be fully expended by December 2026.
Public Health Response (Ongoing expenses to provide public health mitigation efforts for residents and staff, including administrative expenses, purchase of public health supplies, personal protective equipment, etc. through 2026)
$1,800,906 allocated
$1,275,000 remains for ongoing expenses through 2026.
Mobile Crash Barrier Project
$111,126.65 reallocated from Premium Pay funds, fully expended.
ASSISTANCE TO NONPROFITS
$200,000 allocated for $5,000 grants to eligible nonprofits, $145,000 expended, $55,000 reprogrammed to fund Round 2 of the Grocery Gift Card program.
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Since the City's ongoing expenses have been reduced in responding to the pandemic, there is approximately $1,200,000 available for reallocation from the Pandemic Response category. Staff recommends increasing the number of eligible applicants for the second round of the Grocery Gift Card Program due to its success and continued interest. If the City Council approves this recommendation, staff will begin outreach immediately to reach eligible households, focusing on senior resident households to increase numbers, bringing the new total of eligible households served to 2,400.
Additionally, if the City Council approves this recommendation, a third amendment to the agreement with Redlands Ranch Market will be brought forward to the Council for consideration to increase the total compensation of the agreement to $4,904,400. This amendment would reflect the expanded scope of services necessary to support the increased number of program participants.
The reallocation of funds and the expansion of the Grocery Gift Card Program will help address ongoing community needs and ensure that ARPA funds are utilized effectively to benefit as many residents as possible within the required obligation timeframe of December 31, 2024, with full expenditure by December 31, 2026.
SUBMITTED BY:
Janice McConnell, Assistant City Manager
RECOMMENDED BY:
Charles M. Duggan, Jr., City Manager
PREPARED BY:
Selina Sanchez, Grants Coordinator
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City Council Meeting K. 1.
DATE: 10/15/2024
TO: Honorable Mayor and City Council Members
SUBJECT: Consideration of a Memorandum of Understanding Regarding Planning and Funding of the Santa Ana Wash Wildland Trails between the City of Highland, City of Redlands and the San Bernardino Valley Water Conservation District (Development Services Director Desatnik)
MOTION(S):
If the City Council determines that staff’s recommendation is appropriate, the following motion is provided:
I move that the City Council approve and authorize the Mayor to execute the MOU Regarding Planning and Funding of the Santa Ana Wash Wildland Trails.
RECOMMENDATION:
Staff recommends the City Council approve and authorize the Mayor to execute the MOU Regarding Planning and Funding of the Santa Ana Wash Wildland Trails between the City of Highland, the City of Redlands and the San Bernardino Valley Water Conservation District.
DISCUSSION:
The Wash Plan Habitat Conservation Plan (Wash Plan HCP) is a regional land use concept that permits and relocates a series of sand and gravel mining lease areas to locations adjacent to existing mining, and creates a habitat preserve per the requirement of these permits for a number of regional land use projects, called "Covered Activities." The Wash Plan HCP has received federal approval and is in the process of obtaining permits from the California Department of Fish and Wildlife. The San Bernardino Valley Water Conservation District (Conservation District) is implementing the Wash Plan HCP to allow the development, expansion, and maintenance of facilities for both municipal and commercial entities within the Wash Plan HCP area, including those of the City, Redlands Regular Meeting of 10-15-24
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commercial entities within the Wash Plan HCP area, including those of the City, while providing protected habitat for multiple Federal and State protected species that are found within the Wash Plan HCP area.
The Trails MOU focuses on wildland trails that fall on Conservation District property, is proposed with a twenty (20) year term, and defines the respective parties' roles in permitting and allowing public access to the wildland trails over time. It designates the Conservation District as the lead agency for any environmental review or permitting that may be required apart from that already completed for the Wash Plan HCP, as well as the lead implementing and operating agency for the wildland trails.
In November 2016, the Conservation District approved the Wash Plan Trails Master Plan (Trails Plan), which describes a network of expanded trails and recreational opportunities, including approximately twenty-three (23) miles of trails joining the existing trail networks in Highland and Redlands. The 4,500- acre Santa Ana River Wash provides a large, unique open space area supporting both natural habitat and recreational opportunities for residents of the area. One of the activities of the Wash Plan HCP is the development of a trail system for pedestrians and cyclists within the Wash Plan Preserve, located north of the Santa Ana River, on land primarily owned by the Conservation District in the cities of Highland and Redlands. (Exhibits A & B of MOU) The Conservation District's implementation of the Wash Plan HCP is now proceeding to a point where trail development can begin. The City of Highland has already adopted this MOU and the Conservation District has informed Robertson’s Ready Mix, and Cemex Materials Pacific, LLC (jointly referred to as the "Miners") of the pending MOU adoption by the city. The MOU specifies funding contributions, including a one-third share contribution from the Conservation District and each Miner will contribute a one-third share from fees collected by the city or, unless otherwise mutually agreed upon, the Conservation District will directly invoice the Miners.
The MOU also creates a three-member Trails Oversight Committee consisting of one representative from each of the parties to guide maintenance and operations issues and to assist with coordination of potential future integration of trails with other regional public recreational facilities in the future.
ALTERNATIVES:
City Council may elect not to approve the action and provide alternative direction to staff.
STRATEGIC PLAN:
Not applicable.
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SUBMITTED BY:
Brian Desatnik, Development Services Director
RECOMMENDED BY:
Charles M. Duggan Jr., City Manager
REVIEWED BY:
Yvette M. Abich Garcia, City Attorney
Janice McConnell, Assistant City Manager
Christopher Boatman, Assistant City Manager
Danielle Garcia, Management Services/Finance Director
PREPARED BY:
Tricia Munoz, Development Services/Management Analyst
Fiscal Impact
Discussion:
There is no impact on the General Fund for the construction or operations of trails within the Upper Santa Ana River Wash Plan. The subject MOU specifies funding contributions from the San Bernardino Valley Water Conservation District and from the mining operators through their respective Conditional Use Permits (CUP) for areas permitted for mining under the CUP 948 - Silt Pond Quarry: RRM, Condition No. E.32 (MMP REC-01, REC-02 and REC-3); CUP 949 - East Quarry South: RRM, Condition No. E.32 (MMP REC-01, REC-02, and REC-3); CUP 950 - East Quarry North: Cemex, Condition No. E.32 (MMP REC-01, REC-02, and REC-3); CUP 951 - West Quarry: Cemex, Condition No.
E.32 (MMP REC-01, REC-02, and REC-3); CUP 952 - Alabama Street Quarry:
Cemex, Condition No. E.32 (MMP REC-01, REC-02, and REC-3); and CUP 964 - Plunge Creek Quarry: RRM, Condition No. E.32 (MMP REC-01, REC-02 and REC-3). The trails infrastructure improvement costs are estimated to be $200,000, and the annual operating and maintenance costs are estimated to be $84,000.
Attachments
Santa Ana Wash Wildland Trails MOU
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Memorandum of Understanding Regarding Planning and Funding of Santa Ana Wash Wildland Trails
by and between the City of Highland, the City of Redlands, and the San Bernardino Valley Water Conservation District
RECITALS
This “MEMORANDUM OF UNDERSTANDING REGARDING PLANNING AND FUNDING OF THE SANTA ANA WASH WILDLANDS TRAILS” (“MOU”) is entered into this 15 th day of October 2024, by and between the CITY OF HIGHLAND, (“Hig hland”), the CITY OF REDLANDS, (“Redlands”), and the SAN BERNARDINO VALLEY WATER CONSERVATION DISTRICT, (“District”). Highland and Redlands are sometimes referred to collectively hereunder as “Cities” and Highland, Redlands and District are referred to collectively as “the Parties.”. This MOU is entered into in consideration of the following:
RECITALS:
WHEREAS, Cities are both municipal corporations, and general law cities in the State of California. As such, Cities have the statutory authority to set aside, improve, operate, and maintain property for public recreational purposes, including trails. This authority draws from, inter alia, Government code section 66477, and common law municipal powers.
WHEREAS, District is a California Water Conservation District duly formed and existing under Water Code sections 74000 et seq. District has as its primary purpose the capture, spread, and recharge of water, both native and imported, over groundwater recharge facilities it owns, operates, and leases, and the stewardship of lands for compatible water supply and quality, mineral production, and the preservation of sensitive habitats.
WHEREAS, District owns substantial holdings of land within the Santa Ana River Wash. The 4,500-acre Santa Ana River Wash provides a large, unique open space area supporting both natural habitat and recreational opportunities to residents of the rapidly urbanizing East Valley. The District has initiated, and is now implementing, the Upper Santa Ana River Wash Habitat Conservation Plan ("Wash Plan") to allow development, expansion, and maintenance of facilities for both municipal and commercial entities within the Wash, including those of the District and Cities, while providing protected habitat for multiple Federal an d State protected species that are found within the Wash. District has obtained an Incidental Take Permit for the Wash Plan, which includes as one of the covered activities the establishment of trails.
WHEREAS, The Trust for Public Lands ("TFPL") recommends that parks, trails, and other outdoor recreational amenities be sited to maximize the number of community members living ten minutes or less away, by foot. With currently available trails, TFPL shows that 26% of Highland residents are within a ten-minute walk while 51% of Redlands residents are within a 10-minute walk.
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WHEREAS, the Parties, in collaboration with each other, formulated the Wash Plan Trails Master Plan (November 2016) (which was approved by the City of Highland Community Trails Committee) ("Trails Plan") to combine the Cities' legal authority to establish trails, with the District's land and conservation area management authority and existing permits, in order to expand public recreational trails as part of the long-term land uses for the Santa Ana River Wash.
The Trails Plan is incorporated into, and was reviewed with the same EIR/EIS, as the Wash Plan.
The Trails Plan describes a paved and unpaved trail system for pedestrians, street cyclists, mountain bikers and equestrian users within and adjacent to the Wash Plan Preserve located north of the Santa Ana River, within the jurisdictional boundaries of the Cities.
WHEREAS, implementation of the Trails Master Plan would substantially expand and improve the scope and range of recreational opportunities available in the Wash Plan area, and extend to all residents of the region the economic, educational, health, heritage, transportation, community involvement, and quality of life benefits that such trail systems can provide. Specifically, the Trails Master Plan proposes an interconnected system of 23.1 miles of trails, including Class 1, 1- B, 2 and 4 segments, to the existing trail networks in Highlands and Redlands. A map of such proposed trails from the Trails Plan is attached as Exhibit "A." These trails would provide legal access for pedestrians, street cycl ists, mountain bikers and equestrian users within and adjacent to the Wash Plan Preserve. Approximately 2.5 miles of trails are already built and legally accessible via public rights of way (e.g. bike lanes on paved roadways), 7 miles of trails would be opened along existing, unpaved access roads, and an additional 13 miles of paved trails would be developed by Highland, Redlands, San Bernardino County Transportation Authority, or other entities within existing or future public rights of way.
WHEREAS, some funding for the realization of the Trails Plan is already in place, and some is the subject of existing funding commitments, that have come from issuance of conditional use permits for mining activities under the Wash Plan, or from conditions of approval from other discretionary permits previously issued by the Cities, or others. However, such funding is not currently expected to be sufficient to cover all expected right of way, construction, and maintenance and operation costs of the trails n etwork, as envisioned in the Trails Plan.
WHEREAS, the Parties therefore now wish to collaborate on the final design, implementation, funding, and operation and maintenance of that portion of the trails system proposed in the Trails Plan located upon property owned by the District, or owned by the BLM but over which the District has rights including trail establishment and maintenance. These trails include Borrow Pit South, Cone Camp Road, Old Rail Line, Pole Line, and Weaver, as identified in the Trails Plan ("MOU Trails"). Such MOU Trails consist of 7.3 miles of trails, and are depicted on Exhibit "B." The Parties therefore enter this MOU to define their respective roles and responsibilities, and assure the cooperative development of a regional recreational resource for trails activity in the Santa Ana River Wash area.
NOW, THEREFORE, in consideration of all the foregoing, it is agreed among the Parties as follows:
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1. Recitals.
The recitals set forth above are true and correct and incorporated herein.
2. Term.
This MOU shall have a term of twenty (20) years from the date on which the last party executes this MOU, unless earlier terminated as set forth herein. This MOU may be extended by the Parties for up to two (2) subsequent five (5) year periods, pursuant to written amendment signed by all parties. Any party may terminate its participation in this MOU by providing the other Parties with one hundred eighty (180) days' written notice, provided, however, that termination of this MOU shall not terminate any trail funding or operating agreements the Parties, or any of them, may have entered into as of the date this MOU itself is terminated, and any such agreements shall be governed by their own termination provisions, if any. To clarify, a party's termination of the MOU shall terminate that party's funding agreement set forth in this MOU, but shall not automatically terminate any separately executed trail funding or operating agreements that the party entered into.
3. Trails Master Plan Implementation.
3.1 Role of the Parties in Trails Plan Implementation, and Trails Establishment.
The Parties intend to proceed immediately with implementation of the MOU Trails portion of the Trails Plan. This will require the establishment of trails by the respective Cities within their own jurisdictional boundaries, in part on property that will be made available for such purposes by the District. Cities shall be solely responsible for planning, permitting, construction, and implementation of the trail segments located on existing public right of way, with the exception of permits associated with Wash Plan Covered Activities, which are being pursued by the District on behalf of the Wash Plan Task Force. For MOU Trails, District will (1) contribute land and appropriate public access rights, (2) provide the permitting from any third-party agency not a party to this Agreement required for the establishment and operation of MOU Trails, (3) assist with funding for the establishment of MOU Trails, and (4) assist in MOU Trails operations and maintenance oversight. District will develop, update, and make available to Cities a GIS -based trail mapping system, with appropriate parcel information, so Cities can integrate such MOU Trails mapping with their own property and parcel map information, and so Cities can assess any third -party rights of way, or additional permitting, that may be needed for trails or MOU Trails implementation.
3.2 Funding. Two thirds of the implementation costs for the MOU Trails will be provided by the Cities, and one third will come from the District. The Parties will, as needed, provide additional design of the trails and any appurtenances or attendant improvements, and shall update cost estimates as may be appropriate for the costs listed in the Trails Plan for the contemplated trails
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facilities, from which the Parties will establish a budget and work plan for the MOU Trails implementation. Unless the Cities obtain grant funds or endowments to fund the MOU Trails, the Cities' contribution will be solely funded from those payments and deposits the Cities required be paid by holders of conditional use permits for mining activities, which funds were made a condition of approval for the purpose of development, implementation, and maintenance of trails or other public recreational activities. For the City of Highland, this was do ne by way of Conditional Use Permit CUP-007-004 (Robertson's Ready Mix) and CUP-007-005 (Cemex). The Cities shall provide an accounting of all such funds, and the District will identify funding it has available to contribute to establishment of MOU Trails and appropriate MOU Trails appurtenances and improvements. The Parties may consider potential pooling of such funds into a single account for ease of coordination and administration of the MOU Trails.
3.3 CEOA and Other Environmental Review. The Parties understand and expect that the MOU Trails contemplated by the Trails Plan have been environmentally reviewed and approved in connection with the Incidental Take Permit obtained by the Wash Plan, and apart from certification that no additional environmental review is required under 14 CCR section 15162, and do not anticipate that additional environmental review will be necessary for MOU Trails implementation. To the extent that additional review or permitting may become necessary, however, the District shall undertake lead agency responsibilities for any such additional CEQA or other environmental review for MOU Trails, unless one of the Cities requests to do so, based upon the location of the MOU Trail within their respective jurisdictions. To the extent such additional environmental processing is undertaken by the District, the Cities shall each reimburse the District for one third of such costs, either through direct invoicing, or as Issuance Costs under the Wash Plan MOU in connection with the development of the MOU Trails as a Covered Activity under the Wash Plan, provided that Highland's MOU Trials costs shall not exceed the funds it collects from Cemex and Robertson's Ready Mix pursuant to the conditional use permits referenced above. For any required future permits, the Parties presently contemplate that District will be the lead agency in connection with preparing, presenting, and procuring of such permits to completion, but agree that they will prospectively determine, on a case -by-case basis, which party is most appropriate for any given specific MOU Trails implementing project, based on its scope, timing, and staffing and budgetary matters. To the extent either of the Cities is the permitting authority for such permits, the applicable municipality shall be the applicant, and shall not charge District application, hearing, or process fees in connection with pursuit or issuance of the permit.
4. Individual Trails Project Approval Procedures.
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Prior to construction of any of the MOU Trails included in the Trails Plan, to the extent any such construction is required, and to the extent not already approved by the Cities' approval of the Trails Plan, all MOU Trail and appurtenant facilities must be approved by Redlands or Highland, depending upon whose jurisdictional boundaries the proposed project lies within. For projects that lie within both, the approval of both Cites shall be required. Such approvals shall be presented to the City Council of each of the respective Cities for consideration as a City -initiated application, and District shall not be responsible for payment of any application fees, hearing costs, or other costs ordinarily incidental to whatever form such approval usually takes under the procedures of the applicable municipality.
5. Trail Operation and Maintenance Responsibilities.
For those Trails Plan trails located within existing streets or other dedicated public rights of way (e.g., the Alabama Street Trail, Greenspot Road Trail, and Boulder Avenue/Orange Street Trail) the municipality having jurisdiction over the portion of the public right of way in which the trail is situated shall assume all costs and responsibility for trail operation, monitoring, oversight, signage, and maintenance. Such activity will be performed by the municipality in conjunction with its other street or public right of way responsibilities, with such eligible funding as the Cities may have to devote to such purposes, including potentially grants or endowment funds. For the MOU Trails, the Cities hereby contract with District as their agent for trail operation, monitoring, oversight, signage, and maintenance, and District shall assume responsibility therefor. The District shall pay for one third of the annual cost of MOU Trail maintenance activities, provided that the remaining two thirds is paid to the District by Robertson's Ready Mix and CEMEX under the terms of their existing Conditional Use Permits for mining, or paid by the Cities from deposits previously made by such parties. The District shall prepare an annual budget in accordance with the Wash Plan Wildland Trails Masterplan for review by all Parties, an d such budget shall be invoiced by the District to the Mining entities unless any party objects or requests modification. Such changes may be moderated by the Oversight Committee (as defined in Section 6). The District will be responsible for patrol and monitoring of all MOU Trails located on District-owned or operated lands, and will establish a procedure to coordinate enforcement activity on trails with the public safety or police/fire services of the Cities, to ensure safety, and to enforce applicable laws and ordinances on District-owned and operated lands.
6. Trails Oversight Committee.
Each of the Parties shall appoint one staff member representative to a Trails Oversight Committee.
The Trails Oversight Committee shall coordinate, promulgate rules and regulations for trails usage, and shall review the proposed annual budget for trails maintenance and operation if an objection is raised. It shall also address operational issues or coordination among the Parties. The Oversight Committee will coordinate on efforts needed to establish new trail facilities, make recommendations for public outreach or educational opportunities in connection with trails, promote trail use and safety, seek additional grant or other funding for trail maintenance and operation, consistent with the Trails Plan. The Trails Oversight Committee shall meet at least
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annually, and the notices for such meetings, calendaring, preparation of agenda topics, and meeting venue shall be provided by the District. The Trails Oversight Committee shall have decision making authority for trails maintenance and operational issues, and may make recommendations to the legislative bodies of any or all parties, and shall serve as a discussion forum among the Parties for trails establishment, management and use. Notwithstanding the foregoing, the final decision - making authority as to how each party funds its share of costs, shall rest with the governing body of that party. The Trails Oversight Committee shall not commit any party to expend any additional funds than what is set forth in this MOU.
7. Expansion of Trails Amenities.
The Parties intend that the Trails Plan serve as a foundational network for recreational trails in the Wash Plan area. The Parties shall jointly, and over time, pursue a strategy for exploring expansion of trail amenities supporting the Trails Plan trail network to include trailhead, parking and other amenities, provided that no such amenity shall harm or threaten the Wash Plan Preserve, or the Wash Plan Conservation Strategy, under the Wash Plan HCP and its implementing permits and agreements. The Parties, through the Trails Oversight Committee will explore partnership opportunities for trails with other public and private agencies, assess the supporting facilities necessary or convenient to support the active and safe use of all regional trails, and generate cost estimates and feasibility analyses for project to expand the scope, geographic extent, and level of use of trails. The Committee shall also assess the funding sources available for, or able to be committed to, implementation of such new trails or other facilities, and formulate plans for pursuing such grant or other funding that may be available for such uses.
8. Indemnification.
Each party shall, at is sole cost and expense, defend, hold harmless, and indemnify the others and their elected officials, officers, agents, employees, volunteers, successors, assigns and those agents serving as independent contractors in the role of public officials (collectively "Indemnitees"), from and against any and all claims, demands, damages, costs, expenses, or liability, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment of all foreseeable consequential damages (collectively "Liabilities) in law or equity, whether actual, alleged or threatened, which are dete rmined to arise out of, pertain to, or relate to the acts or omissions of indemnifying party, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agen ts, servants or employees (or any entity or individual that indemnifying party shall bear the legal liability thereof) in the performance of this Agreement. Indemnifying party shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel approved by the Indemnitee, and shall pay, proportionate to the indemnifying party's liability, all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. The indemnifying party shall reimburse the Indemnitees for such proportionate share of any and all legal expenses and costs incurred by Indemnitees in connection therewith.
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9. No Implied Covenants.
The Parties acknowledge and agree that except as specifically agreed in this MOU, no implied covenants attach to this MOU. Nothing set forth herein shall be deemed to bind any party's legislative body to approve any specific trail facility or implementing agreement. Each party retains the sole discretion to authorize the use of its own funding or other resources in connection with the planning, construction, and maintenance and operation of public recreational trails.
10. Assignment.
This MOU may not be assigned by any party without the written consent of the other Parties.
11. Jurisdiction.
This MOU shall be governed by the laws of the State of California. If a court of competent jurisdiction declares any portion of this MOU invalid, illegal, or otherwise unenforceable, the remaining provisions shall continue in full force and effect, to the extent possible consistent with the finding of invalidity. Any dispute or action to enforce any obligation under this MOU shall be filed and resol ved in a Superior Court in San Bernardino County, California. In the event of litigation arising from this MOU, each party to the MOU shall bear its own costs, including attorneys' fees.
12. Signatures.
This MOU may be signed in counterparts, each of which shall constitute an original, and such counterparts shall together constitute one and the same agreement. The Parties shall be entitled to sign and transmit an electronic signature of this MOU (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Each party providing an electronic signature agrees to promptly execute and deliver to the other party an original signed MOU upon request.
13. Amendments; Entire Agreement.
Any amendment to this MOU shall be set forth in a writing signed by all Parties. This MOU contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all other prior negotiations, understandings or contracts.
IN WITNESS WHEREOF, the Parties have caused this MOU to be executed by their duly authorized officers or representatives as of the day and year first written above.
[SIGNATURES ON NEXT PAGE]
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CITY OF HIGHLAND ("HIGHLAND")
By:___________________________
Mayor
APPROVED AS TO LEGAL FORM:
By:___________________________
City Attorney
CITY OF REDLANDS ("REDLANDS")
By:___________________________
Mayor
APPROVED AS TO LEGAL FORM:
By:____________________________
City Attorney
SAN BERNARDINO VALLEY WATER
CONSERVATION DISTRICT ("DISTRICT")
By:____________________________
President, Board of Directors
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APPROVED AS TO LEGAL FORM:
By:____________________________
General Counsel
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Coordinate System:
NAD 1983 StatePlane California V FIPS 0405 Feet
Projection: Lambert Conformal Conic
Datum: North American 1983
Source: SBVWCD. CASIL, SBVMWD
GIS Contact: Katelyn Scholle
M:\Trails\Trails MOU Figures
November 30, 2021
San Bernardino Valley
Water Conservation District
Helping Nature Store Our Water
Legend
"v Major Streams Local Trails and Connections Orange Blossom Trail 1N 16 Trail Shelton Trail
,,. , Planned Trails East Valley Corridor Bike Trail
Northfork Trail
Exhibit A: Planned Trails &
Existing Local Trails and Connections
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-15-
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Legend
Major Streams
""'-' Highways
-16-
Coordinate System:
NAO 1983 StatePlane California V FIPS 0405 Feet
Projection: Lambert Conformal Conic
Datum: North American 1983
Source: SBVWCD. CASIL, SBVMWD
GIS Contact: Katelyn Scholle
M:ITrails\Trails MOU Figures
November 30, 2021
Wildland Trails
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City Council Meeting K. 2.
DATE: 10/15/2024
TO: Honorable Mayor and City Council Members
SUBJECT: Consideration of an agreement with American Landscape and Maintenance, Inc. for turf mowing contractual services within City parks and medians for a term of three years in the amount not-to-exceed $566,624 and determine that approval of the agreement is exempt from environmental review pursuant to Section 15301(h) of the State's Guidelines implementing the California Environmental Quality Act (Facilities and Community Services Director Crocker)
MOTION(S):
If the City Council determines that staff’s recommendation is appropriate, the following motion is provided:
I move that the City Council determine approval of an agreement for turf mowing contractual services within City parks and medians is exempt from environmental review pursuant to Section 15301(h) of the State's Guidelines implementing the California Environmental Quality Act; and
1. I move to approve an agreement with American Landscape and Maintenance, Inc.
2. RECOMMENDATION:
Staff recommends that City Council approve an agreement with American Landscape and Maintenance, Inc. for turf mowing contractual services within City parks and medians for a term of three years in the amount not-to-exceed $566,624. Staff further recommends that the City Council determine approval of an agreement to provide turf mowing contractual services within City parks and medians is exempt from environmental review pursuant to Section 15301(h) of the State's guidelines implementing the California Environmental Quality Act.
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DISCUSSION:
The Facilities and Community Services Department oversees the daily maintenance of City parks and medians which includes mowing, edging, and various other maintenance services. Parks division staff perform routine maintenance and oversight of these areas in addition to utilizing outside contractual services on an as-needed basis. These additional outside services help ensure consistent maintenance and allow staff to focus on more specialized tasks within the City's park and medians.
Staff issued a Request for Proposals (RFP) in accordance with the City's procurement guidelines to provide daily maintenance of City parks and medians for the Facilities and Community Services Department. Thirty-four vendors were solicited, and seven proposals were received on May 21, 2024. A list of the proposed firms is as follows:
Firm Name Responsive
Proposer
Responsible
Proposer
Annual
Cost
Proposal
American Landscape &
Maintenance, Inc
X X X
CM Landscape X X X
Integrity Arborist &
Ecoscape, Inc
X X X
Leafwise Landscape,
LLC
X X X
Mariposa Landscapes,
Inc
X X X
RP Landscape &
Irrigation
X X X
US Landscapes, Inc - - -
A selection committee reviewed and ranked each organization based on their demonstrated competence and professional qualifications deemed necessary for the satisfactory performance of the services required in accordance with the City's procurement policies. US Landscapes, Inc. was deemed unresponsive as there was no fee proposal included. American Landscape and Maintenance, Inc. was selected as the most highly qualified firm, based on the response to the scope of work provided in the RFP.
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Approval of this agreement is categorically exempt from environmental review in accordance with Section 15301(h) as the landscape maintenance will be performed on existing public facilities.
ALTERNATIVES:
City Council may reject all bids and direct staff accordingly.
STRATEGIC PLAN:
Not Applicable.
SUBMITTED BY:
Tabitha Crocker, Facilities and Community Services Director RECOMMENDED BY:
Charles M. Duggan Jr., City Manager
REVIEWED BY:
Yvette M. Abich Garcia, City Attorney
Janice McConnell, Assistant City Manager
Christopher Boatman, Assistant City Manager
Danielle Garcia, Management Services/Finance Director
Dana Abramovitz-Daniel, Proccurement Manager
PREPARED BY:
Jocelynn Butters, Senior Administrative Assistant
Fiscal Impact
Fiscal Year: FY 2024-25
Amount: $566,654
Budgeted Y/N: Yes
Account No.: 101303.6710
Discussion:
Sufficient funding for this service is included in the Park Division's (101303) budget for Fiscal Year 2024-25 as approved by City Council. Costs associated with any future renewal terms of the agreement will be included in subsequent budget requests prepared by the Department.
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Attachments
Agreement
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I:\cmo\Agreements\American Landscape and Maintenance, Inc. FY24-0026.docx-msv3 1 AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
FOR IMPROVEMENT TO PUBLIC BUILDINGS AND GROUNDS
This agreement for the provision of landscape maintenance services at City parks, medians, and Landscape Maintenance Districts (“Agreement”) is made and entered in this 15th day of October, 2024 (“Effective Date”), by and between the City of Redlands, a municipal corporation (“City”) and American Landscape and Maintenance, Inc., a California corporation (“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 landscape maintenance services at City parks, medians, and Landscape Maintenance Districts 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 Ameri cans 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 need ed 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.
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I:\cmo\Agreements\American Landscape and Maintenance, Inc. FY24-0026.docx-msv3 2 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 A ct (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 Tabitha Crocker, Facilities and Community Services Director , 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 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 from the Effective Date of this Agreement through June 30, 202 5 (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.
ARTICLE 5 – PAYMENTS TO CONTRACTOR
5.1 The compensation for Contractor’s performance of the Services shall not exceed the amount of One Hundred Sixty-Six Thousand Six Hundred Fifty-Four Dollars ($166,654) for the Services provided during the Initial Term. The compensation for Contractor’s performance for the Services shall not exceed the amount of One Hundred Ninety Nine Thousand Nine Hundred Eighty-Five Dollars ($199,985) for the first Extended Term; and One Hundred Ninety Nine Thousand Nine Hundred Eighty Five Dollars ($199,985) for the second Extended Term, bringing the total possible amount of compensation to a not -to- exceed amount of Five Hundred Sixty-Six Thousand Six Hundred Twenty Four Dollars ($566,624). For the Initial Term and each Extended Terms, City shall pay Contractor on a time and materials basis up to the not to not-to-exceed amount in accordance with the rates Redlands Regular Meeting of 10-15-24
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I:\cmo\Agreements\American Landscape and Maintenance, Inc. FY24-0026.docx-msv3 3 specified in Exhibit “ B,” titled “Price and Fee Bid,” which is attached hereto and incorporated herein by reference.
5.2 Contractor shall submit monthly invoices to City describing the Services performed during the preceding month. Contractor’s invoices shall include a brief description of the Services performed, the dates the Services were performed, the number of hours spent and by whom.
City shall pay Contractor no later than thirty (30) days after receipt and approval by City of Contractor’s invoice.
5.3 Any n otice 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 accor dance with this section:
CITY CONTRACTOR
City Clerk Daniel Stauffer, CEO
City of Redlands American Landscape and Maintenance, Inc. 35 Cajon Street PO Box 10428
P.O. Box 3005 (mailing) San Bernardino, CA 92423
Redlands, CA 92373 [email protected]
[email protected] 909-307-1674
(909) 798-7531 909-793-1492
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 of the State of California. Contractor shall execute and provide City with Exhibit “ C,” titled “Workers’ Compensation Insurance Certification,” which is attached hereto and incorporated herein by this reference, prior to performance of the Services.
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I:\cmo\Agreements\American Landscape and Maintenance, Inc. FY24-0026.docx-msv3 4 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.
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 Redlands Regular Meeting of 10-15-24
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I:\cmo\Agreements\American Landscape and Maintenance, Inc. FY24-0026.docx-msv3 5 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, State ment 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 d eemed 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 d ata, 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.
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I:\cmo\Agreements\American Landscape and Maintenance, Inc. FY24-0026.docx-msv3 6 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 , an y 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 AMERICAN LANDSCAPE AND
MAINTENANCE, INC.
By: ___________________________ By: _________________________ Eddie Tejeda, Mayor Daniel Stauffer, CEO
ATTEST:
___________________________
Jeanne Donaldson, City Clerk
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I:\cmo\Agreements\American Landscape and Maintenance, Inc. FY24-0026.docx-msv3 7 EXHIBIT "A"
SCOPE OF SERVICES
1. GROUNDCOVER CARE
A. Turf grass Mowing:
• The Contractor shall mow all turf grass with adequately sharpened rotary type mowers as to provide a smooth and even cut without tearing of turf grass blades.
• The blade adjustment shall provide a uniform, level cut without ridges, depressions or scalping. All cool season turf grasses shall be cut with a power-driven rotary mower at a 2.5” height, and from November to February at a 2.5” – 3” height from March to October.
• Turf grass mowing heights may be adjusted by the Field Services Superintendent, or their authorized agent , during periods of turf grass renovation.
• Care shall be exercised to avoid depressions in the established grade from mowing when the soil is saturated.
• The Contractor shall submit, in writing, a mowing schedule within ten (10) days after the start of the maintenance contract. This mowing schedule shall be approved by the Field Services Superintendent or their authorized agent. Any alteration of the approved mowing schedule shall be submitted in writing to the Field Services Superintendent, or their authorized agent, for approval prior to implementation.
B. Turf Grass Edging and Trimming
• Turf grass edging and trimming shall be performed per frequency schedule at the time of mowing.
• Edging of turf grass shall be performed with a power edger containing a steel blade, the use of string trimmers (weed -eater) to edge turf areas is not a practice acceptable to the City. The use of a stick edger is acceptable.
• All turf grass adjacent to sidewalks, curbs, mowing strips, shrub beds, and where no improved surface exists, shall be edged in a neat uniform line.
• Where facilities include a softball or baseball field, the infield radius shall be edged regularly to keep radius clearly defined. Grass and weeds shall not encroach into the infield and shall be treated/removed immediately. • Trimming of turf grass shall be performed along walls, and around valve boxes, water meter boxes, backflow devices, trees, shrubs, or any structures located within the turf grass area.
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I:\cmo\Agreements\American Landscape and Maintenance, Inc. FY24-0026.docx-msv3 8 • Tree trunk protectors shall be provided and installed, at no additional cost to the City, when string trimmers are utilized for trimming around the base of trees. The City may allow a sixteen-inch (16") diameter mulch ring around trees to eliminate continual string trimming. • A four-inch (4") barren strip shall be provided, and maintained, between turf grass areas and adjacent ground cover. Edging of turf grass and ground cover shall provide uniform delineation adjacent to this barren strip.
• Trimming of plant material may be required around sprinklers to provide maximum irrigation coverage.
• All clippings and trimmings shall be removed from the work site the same day work is performed and prior to the contractor vacating the work site. • After mowing and edging is completed, all adjacent walkways and gutters shall be swept or blown clean.
• Blowing and disposing of grass clippings into the City storm drain system and/or streets shall not be permitted.
C. Turf grass Fertilization (Upon Request)
• The turf grass shall be continually fertilized a minimum of 4 x per year with additional application if needed, to provide a healthy and vigorously growing turf grass with horticultural acceptable growth and color, as determined by the Field Services Superintendent or their authorized agent.
• Fertilization shall be performed with a balanced fertilizer, consisting of a 3-1-2 ratio, at a rate of one (1) pound of actual Nitrogen per 1,000 square feet of area. Any change in the fertilizer ratio and/or rate shall be submitted in writing and approved by the Field Services Superintendent or their authorized agent, prior to usage.
• The Contractor shall notify the Field Services Superintendent or their authorized agent, in writing, five (5) working days prior to any fertilizer application. This written document shall include the following:
o Location and exact date the fertilizer application will be performed.
o Type of fertilizer and method of application to be used. • The Contractor shall immediately irrigate (staff shall be present when irrigating during the day) after each fertilizer application and repair with sod (Dwarf Fescue) any damaged areas due to fertilizer/chemical burn. • All fertilizer applications shall be performed with properly calibrated equipment to provide a uniform application.
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I:\cmo\Agreements\American Landscape and Maintenance, Inc. FY24-0026.docx-msv3 9 • Light verticutting and thatch removal of warm season turf grass (where present) shall be performed between September 30th and October 15th or as directed by the City Representative.
• Over-seeding shall be performed within two (2) days after verticutting with properly calibrated seeders. Warm season turf grass shall be over - seeded at a rate of ten (10) pounds of seed per 1,000 square feet. A 3-way dwarf type Bermuda grass seed shall be used. Seed tags shall be provided to the Field Services Superintendent or their authorized agent. Additional over-seeding shall be performed if less than 80% germination occurs within the first month.
• Top dressing shall be performed using a properly calibrated top-dressing machine and seed shall be topped with one-eight inch (1/8") of weed free topper. The topper must be approved by the Field Services Superintendent, or their authorized agent and shall not contain steer manure (City reserves the right to provide the topper needed if available and in stock).
• Reseeding of bare spots shall be performed continually throughout the year to reestablish turf to an acceptable quality. If quality does not meet the City acceptance contractor shall replace with sod (Bermuda grass, Dwarf Fescue or equal).
• The Field Services Superintendent or their authorized agent, will require the use of sod as a replacement material when deemed necessary. The Contractors shall be entitled to the wholesale cost of the sod only, provided the loss of turf grass was not due to the negligence of the Contractor. Sod shall be Bermuda grass or Dwarf Fescue.
D. Aeration (all parks)
• All turf grass shall be aerated four (4) times per year, once every quarter, starting July 1st. Aeration shall be performed with a ride on or a walk behind aerator machine which has one-half inch (1/2") to one inch (1") in diameter coring tines spaced no more than six inches (6") apart. The machine shall remove cores from the turf to a depth of 4-6”. Dragging or pulverizing of cores is acceptable.
E. Turf grass Irrigation
• All turf grass shall be adequately irrigated to maintain a healthy and attractive appearance. Irrigation runoff and over spray shall be minimized. Where possible, the turf grass irrigation shall be on a separate program from other plant material irrigation. Turf grass shall be irrigated in a method which promotes deep root growth.
• At facilities with softball and baseball infields, Irrigation shall be adjusted so as not to overlap into the infield mix. Any reports of saturated infield mix from irrigation shall be addressed immediately.
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I:\cmo\Agreements\American Landscape and Maintenance, Inc. FY24-0026.docx-msv3 10 2. SHRUB CARE
A. Pruning of Shrubs
• Shrubs shall be pruned with sharp pruning tools. Use of hedge shears to prune shrubs will not be permitted.
• Shrubs shall be continually pruned, as necessary, to prevent encroachment of passageways, walks, streets, and view of signs. Shrubs shall be tapered to provide irrigation coverage and an aesthetically pleasing landscape.
• All pruning cuts shall be one-quarter inch (1/4") above a node (bud). No projections or stubs shall be allowed to remain.
• After pruning is completed, all adjacent walkways and gutters shall be left clean. Blowing and disposing of any debris into the Storm Drain system and/or streets shall not be permitted. If found, Contractor will face liquidating damages as follows; 1st violation $ 500.00, 2nd. violation • $1000.00, 3rd. violation and thereafter $3000.00 and/or possible cancellation of contracts.
• During blooming season, vines shall be trimmed minimally so as not to remove floral display areas.
• Pruning shall be done to maintain a well-groomed, natural growth habit, and encourage air movement through shrubs.
• The Contractor shall remove all clippings the same day shrubbery is pruned and prior to vacating the work site.
• Pruning of roses (except for trailing roses) shall be accomplished using best horticultural practices. The use of hedge shears to prune roses will not be permitted. Roses shall be deadheaded as needed and shall be heavy pruned once per year.
• New plantings, once approved by the City Representative, shall take place within a week from the date reported.
B. Shrub Fertilization
• Shrubs (including roses) shall be fertilized a minimum of 3x per year or as directed by the Field Services Superintendent, or their authorized agent, with a balanced fertilizer specific for the type of plants. Roses shall be fertilized once following heavy pruning and one additional time per year.
• Foliar fertilization may be performed when appropriate and will require the approval of the City Representative.
C. Shrub Irrigation
• All shrubs shall be adequately irrigated to maintain a healthy and Redlands Regular Meeting of 10-15-24
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I:\cmo\Agreements\American Landscape and Maintenance, Inc. FY24-0026.docx-msv3 11 attractive appearance. Irrigation runoff and over spray shall be minimized. Shrubs shall be irrigated in a method which promotes deep root growth.
D. Shrub Replacement
• All damaged, diseased (untreatable) or dead shrubs shall be replaced with the same species plant material that existed (unless a disease situation is discovered affecting the specie). Shrubs shall be replaced within 7 days after being identified by the con tractor or authorized agent. Size of the replacement plant material is to be determined by the authorized agent.
The Contractor shall be responsible for the complete removal and replacement of shrubs lost due to the Contractor's faulty maintenance or negligence, as determined by the Field Services Superintendent, or their authorized agent.
• Substitutions or any plant materials must have prior written approval by the Field Services Superintendent, or their authorized agent. • Original plans and specifications may be consulted to determine correct identification of species.
• All shrubs shall be guaranteed to live and remain in a healthy condition for the duration of the contract from the date of installation, inspection and verification by the Field Services Superintendent, or their authorized agent.
• Soil build-up around the crown of shrubs shall be continuously removed.
E. Vine Maintenance
• Vines shall be trimmed as needed to promote upright growth and shall be kept attached and contained on the structure.
• All vines shall be trimmed on a as needed basis by the contractor, the standard of the City is to trim vines one block below the top of the wall, the City understands that its vines in some sites are mature and have grown over the top of the wall, the contractor shall only be responsible to trim the vines that are solicited by our residents and will have to adhere to the standards herby mentioned. No vines will be allowed to grow in newly installed wood fences or wood fence extensions (above the top of the fence or block wall). Vines shall be trimmed tight and follow horticultural standards.
3. GROUNDCOVER CARE
• Groundcovers are low growing plants that grow in colonies to form a solid mat over the surface of the ground. The plants give a flat or two - dimensional effect to the landscape, such as, but not limited to, Honeysuckle, Myoporum, Senecio, Rosemary, Lantana, Ivy (spp.) Salvia (spp.)
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I:\cmo\Agreements\American Landscape and Maintenance, Inc. FY24-0026.docx-msv3 12 A. Edging and Trimming of Groundcover
• Edging of groundcover areas shall be performed monthly or as needed. • All groundcover adjacent to sidewalks, curbs, mowing strips, or where no improved surface exists, shall be edged in a neat, uniform line. • All groundcover shall be continually trimmed at the drip line of all shrubs.
• All groundcover shall be continually trimmed along walls, valve boxes, water meter boxes, backflow devices, or other structures located within the groundcover area as determined by the Field Services Superintendent, or their authorized agent. Thinning of groundcover may be required around sprinklers to provide maximum irrigation coverage. • All clippings and trimmings shall be removed from the work site in a legal manner the same day work is performed and prior to the Contractor vacating the work site.
• After edging or trimming, the Contractor shall clean all adjacent sidewalks or gutters.
B. Renovation of Groundcover Areas
• Groundcover planting shall be thinned and pruned for the health of the planting and the appearance of the site, or as required by the Field Services Superintendent or their authorized agent.
C. Replanting of Groundcover Areas
• Replanting shall be required to maintain the continuity of the groundcover areas that die back after awarding the contract. • Labor and replacement material costs shall be incurred by the Contractor.
D. Groundcover Irrigation
• All groundcover areas shall be adequately irrigated to maintain a healthy and attractive appearance.
• Irrigation runoff and overspray shall be minimized.
E. Groundcover Fertilization
• The groundcover shall be fertilized during growing season, minimum 1x per year, to provide a healthy and vigorously growing ground cover with horticultural acceptable growth and appearance, as determined by the Field Services Superintendent or their authorized agent. • Fertilizing shall be performed with a balanced fertilizer, consisting of a 1-1-1 ratio, at a rate of one pound (1 lb.) of actual Nitrogen per 1,000 square feet. Any change in the fertilizer ratio and/or rate shall be Redlands Regular Meeting of 10-15-24
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I:\cmo\Agreements\American Landscape and Maintenance, Inc. FY24-0026.docx-msv3 13 submitted in writing and approved by the Field Services Superintendent or their authorized agent, prior to usage.
• The Contractor shall immediately irrigate after each fertilizer application. • All fertilizer applications shall be performed with properly calibrated equipment to provide a uniform application.
• The Contractor shall notify the Field Services Superintendent or their authorized agent, in writing, five (5) working days prior to any fertilizer application. This written document shall include the location and exact date the fertilizer application will be performed, type of fertilizer and method of application to be used.
4. IRRIGATION INSPECTION
• The Contractor shall initially inspect and familiarize themselves with the entire irrigation system at all work sites and identify all needed repairs. • Required repairs shall be submitted to the Field Services Superintendent or their authorized agent, in a written statement within two (2) weeks after the start date of the Maintenance Contract. If a written statement, which documents required repairs, is not received by the authorized agent, within the stated timeframe, the entire system shall be inter preted as fully operational, and deemed acceptable by the Contractor and will become his sole responsibility to maintain. The City shall review and verify all submitted problems, repairs may be completed by the following methods:
• The Contractor shall file a monthly statement with his invoice certifying that all irrigation systems are functioning properly. If the Contractor fails to submit this statement, the invoice will be rejected until such date the statement is received.
• The Contractor shall inspect the operation of the irrigation system on a weekly basis for any malfunctions. In addition to regular testing, all irrigation systems shall be tested and inspected as necessary when damage is suspected, observed or reported.
• All system malfunctions, damage and obstructions shall be recorded, reported to the Field Services Superintendent or their authorized agent , and corrective action taken.
5. IRRIGATION MAINTENANCE AND REPAIRS
A. The Contractor shall maintain all irrigation systems, at no additional cost to the City, in such a way as to:
• Guarantee proper coverage and full working capability. • Make whatever adjustments may be necessary to prevent over spray or excessive runoff into street rights -of-way or other areas not meant to be irrigated.
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I:\cmo\Agreements\American Landscape and Maintenance, Inc. FY24-0026.docx-msv3 14 • The Contractor shall repair or replace at no additional cost inoperable irrigation equipment to maintain a fully operational system, including but not limited to, pressure pipes from the water meter to the control valves, all irrigation non pressurized pip es, all manual and automatic valves, filters, basket strainers, pressure regulators, sprinkler heads, irrigation clamps and stakes, anti -drain valves, quick couplers, electrical wiring from the controller to the solenoid valves, emitters, drippers, valve boxes, controllers, valve markers, batteries, fittings and risers shall be the same as to removed manufacturer items unless prior approval has been granted by City representative in writing.
• Maintenance includes, but is not limited, tightening loose fittings and packing nuts; flushing sprinkler heads, pipes, nozzles, valves, filters, strainers, and backflow devices; adjusting sprinkler heads for proper coverage and to avoid irrigating hardscape including softball and baseball infield radius; anti -drain valves and pressure regulators, adjusting and lubricating controllers; and cleaning drip emitters, replace batteries for battery operated valves and maintain solar operated valves, relocation of irrigation mainline or lateral lines due to tree placements and roots.
B. Irrigation repairs shall be made within the following time limits:
• Mainline irrigation breaks shall be repaired within two (2) hours of identification or notification. All other irrigation repairs shall be made within one (1) day of identification or notification.
• Replacement of irrigation components shall match existing, or equivalent. Substitutions must be approved by the Field Services Superintendent or their authorized agent, in writing prior to installation.
6. WATER CONSERVATION
• The Contractor shall turn off all irrigation systems during periods of rainfall and/or times when suspension of irrigation is desirable to conserve water while remaining within the guidelines of good horticulturally acceptable maintenance practices.
• The Contractor shall comply with all City of Redlands Ordinances and/or Resolutions, which relate to water conservation.
7. CONTROLLER PROGRAMMING
A. Adequate soil moisture will be determined by programming the automatic sprinkler controllers as follows:
• Whenever possible, automatic irrigation shall be programmed to operate between the hours of 9:00 P.M. to 8:00 A.M. The Contractor shall be responsible for reprogramming controller during inclement weather to conserve water.
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I:\cmo\Agreements\American Landscape and Maintenance, Inc. FY24-0026.docx-msv3 15 • Consideration must be given to the soil conditions, seasonal temperatures, wind conditions, humidity, runoff and erosion potential, and the relationship of conditions which affect day and night watering. • Extremely close attention shall be paid to the demands of the plants as influenced by their exposure to sun or shade. Also, the variation in the size of plants, as well as varietal differences must be considered. • The irrigation system will be controlled by the contractor in such a way as not to cause an excessively wet area which could interfere with the Contractor's ability to mow all turf grass.
• The Contractor, at the request of the Field Services Superintendent or their authorized agent, shall submit a copy of the irrigation schedule for each individual controller. This information is to be readily available upon request or available at the controller.
B. All landscape and turf areas shall be irrigated as required maintaining adequate growth and appearance with a schedule most conducive to plant growth.
8. IRRIGATION CONTROLLER
A. The Contractor shall maintain controller as-builts (controller charts) inside each controller cabinet where available.
B. All controller enclosures shall receive a granular chemical application as needed to prevent pest infestation. Any damages resulting from any insect infestation due to failure to apply the chemical shall be repaired/replaced by the contractor (no expense to the City).
C. Controllers and dome antennas shall be inspected and cleaned by the contractor 4 x per year and report damages or maintenance needs.
9. WEED CONTROL
• Weeds are defined in the dictionary as: “A wild plant growing where it is not wanted and in competition with cultivated plants." When classified by their gross morphological features, weeds are broken down into three major categories: grasses, sedges, and broadleaf weeds. Full control of these 3 categories of weeds will be achieved with a combination of selective and non -selective herbicides as well as mechanical removal. Weeds should not be visible.
• All areas within the specified maintenance area, including but not limited to, turf grass, shrub and ground cover areas, planters, tree wells, landscape areas, and softball/baseball infields shall be kept free of weeds at all times. • Weed removal shall consist of complete removal of all weeds, including top growth and roots. Weed control shall be performed as needed.
• Weeds shall be controlled either by hand, mechanical or chemical methods; however, the Field Services Superintendent or their authorized agent , may restrict the use of chemical weed control in certain areas.
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I:\cmo\Agreements\American Landscape and Maintenance, Inc. FY24-0026.docx-msv3 16 10. DISEASE AND PEST CONTROL
• The Contractor shall regularly inspect all landscaped areas for the presence of disease, snail, insect or rodent infestation. The Contractor shall report any applied treatments within their next monthly billing. The Contractor shall identify the disease, snail, insect or rodent and specify control measures to be taken. The Contractor shall implement control measures, exercising extreme caution in the application of all spray materials, dust or other materials utilized.
• Approved control measures shall be continued until the disease, snail, insect or rodent is controlled to the satisfaction of the Field Services Superintendent or their authorized agent. The Contractor shall utilize all safeguards necessary during disease, snail, insect or rodent control operations to ensure safety of the public and the employees of the Contractor.
• The Contractor shall perform, at their sole expense, the following services:
o All work involving the use of chemicals will be accomplished by a State of California licensed pest control operator. A written recommendation by a person possessing a valid California Pest Control Advisor License for each chemical used is required prior to chemical application where required by law. o All chemicals requiring a special permit for their use must be registered by the Contractor with the County Agricultural Commissioner's Office and a permit obtained with a copy to the Field Services Superintendent or their authorized agent, prior to use.
o A copy of all forms submitted to the County Agricultural Commissioner shall be given to the Field Services Superintendent or their authorized agent , on a monthly basis.
11. USE OF CHEMICALS
• The Contractor shall submit a list of all chemical herbicides, pesticides, and rodenticides proposed for use under this contract for approval by the Field Services Superintendent or their authorized agent with the signed contract. Materials included on this list shall be limited to chemicals approved by the State of California Department of Food and Agriculture and shall include the exact brand name and generic formulation. The use of any chemical on the list shall be based on the recommendations of a California State Licensed Pest Control Advisor where required by law. • The use of chemicals shall conform to the current San Bernardino County Agriculture Commissioner regulations. No chemical herbicide, rodenticide or pesticide shall be applied until its use is approved, in writing, by the Field Services Superintendent or their authorized agent as appropriate for the purpose and area proposed. • Required spray equipment will consist of at least one (1) medium spray rig of 100 - gallon (minimum) capacity or more and backpack sprayers provided for each crew performing chemical landscape maintenance.
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I:\cmo\Agreements\American Landscape and Maintenance, Inc. FY24-0026.docx-msv3 17 12. TURF BROADLEAF WEEDS
• Control of broadleaf weeds shall include proper notification with chemicals to be used, date, and time to the Field Services Superintendent or their authorized agent prior to starting date for approval.
13. LITTER
• All areas in the work sites shall be kept free of, but not limited to, the following items:
bottles, glass, broken glass, cans, paper, cardboard, metallic items, feces, leaves, tumbleweeds and other debris on a daily basis.
• The Contractor shall promptly remove from the work area all debris generated by their performance and dispose of the debris in a legal manner. The City does not allow any dumping of debris generated by your daily work in City facilities. • Hazardous waste as well as homeless belongings shall not be picked up. Contractor shall contact City Representative to arrange proper disposal by City forces.
14. TRASH CONTAINERS & DUMPSTER ENCLOSURES
• Contractors shall remove all litter, replace liners as needed, and check the condition of the trash container and hardware. Containers shall be replaced as needed (City to provide). Contractor shall use liners that are a minimum of 1.5 mil and be clear or black in color. Trash container shall be inspected daily, seven days per week. • Trash containers shall be painted at least once per year as directed by the Field Services Superintendent or their authorized agent . Contractor to provide labor and material.
Container holders should be set so that the bottom of the container is 12” from the surface of the ground. Bent or broken container holders must be repaired, reset or replaced ASAP.
• Dumpster enclosures will be kept weed and debris free. Odors and excessive staining must be addressed by power washing the affected area. Vandalism should be reported promptly. If locks need to be replaced, please reach out to your Authorized Representative.
15. TABLES AND BENCHES
• All tables and benches shall be inspected daily for any unsafe conditions. Any tightening of loose nuts and bolts shall be reported to City staff by the contractor. Any repairs needed above and beyond tightening of loose nuts and bolts shall be reported to the City promptly.
16. GRAFFITI
• The Contractor shall contact City Representative to report graffiti.
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I:\cmo\Agreements\American Landscape and Maintenance, Inc. FY24-0026.docx-msv3 18 17. GENERAL
A. Trash Removal
• Remove all trash and accumulated debris from the work sites daily. In addition, any type of feces is also to be removed from the walkways, turf or ground cover areas and dumpster areas.
B. Policing of Areas
• All maintained areas shall be policed based on frequencies.
C. Curb and Gutter Maintenance
• The Contractor is responsible for removal of all weeds and grass growing in and around the curb and gutter area monthly. The Contractor is responsible for ensuring the roadway is cleared of all dirt and debris within four (4) feet of the curb and gutter in all areas adjacent to maintenance responsibilities.
D. Walkway Maintenance
• Walkways shall be cleaned immediately following mowing and edging and cleaned by use of power sweeping or blower equipment. All walkway cracks and expansion joints shall be maintained weed and grass free at all times.
E. Drain Maintenance
• All drains and catch basins shall be kept free of siltation and debris at all times. All V-ditches and drainage areas shall be kept clean and edged weekly by the Contractor. Cleaning of drain basins shall be done monthly, Contractor shall inspect weekly to make sure that grates are secured, if missing, Contractor shall replace at City's expense. Damaged grates due to Contractor's operations shall be replaced at Contractors expense.
F. Removal of Leaves
• Accumulation of leaves shall be removed from all designated landscape areas on a monthly basis and under trees once per month or more as needed.
18. REPAIR AND SERVICE OF WALKWAYS AND MISCELLANEOUS
IMPROVEMENTS
• Walkways and Service Roads - All walkways and service roads, if any, shall be maintained by the Contractor so as to keep the integrity of the walking or driving surface in a safe, unimpaired condition.
• The Contractor will not be responsible for total replacement of roadways or walkways as a result of normal deterioration but will be required to replace all improvements damaged by his negligence.
• It will be the responsibility of the Contractor to repair or replace miscellaneous improvements such as signs and mowing strips, or any other structural improvements within the work sites, unless otherwise specified. The Contractor shall be entitled to additional compensation for these services as stated. The contractor shall communicate any improvements needed prior to repairs to the Field Services Superintendent, or their authorized agent, for proper approvals.
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I:\cmo\Agreements\American Landscape and Maintenance, Inc. FY24-0026.docx-msv3 19 19. MULCH
Mulch beds shall be replenished 2 times per year.
20. DECOMPOSED GRANITE/GRASS PAVER AREA
Contractor shall be responsible to drag with cocoa mat or similar and rake all decomposed granite areas monthly and to replenish displaced or missing material at his own cost as needed.
Moistening the material and use of a mechanical compactor is required when backfilling DG areas. Decomposed granite areas are to keep a grading that is acceptable and safe to walk on.
In the event of inclement weather, the City will compensate the contractor for the replacement of material for damage created by the storm.
21. MONUMENT SIGNS
Contractor shall be responsible to keep the monument signs free of litter, debris, silt and cobwebs.
The Contractor shall be responsible to paint (if needed) areas that have a painted surface a minimum of once per year. The Contractor shall keep shrubs and vegetation edged and trimmed to a height that displays the complete wording on the monument.
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I:\cmo\Agreements\American Landscape and Maintenance, Inc. FY24-0026.docx-msv3 20 EXHIBIT “B”
FEE SCHEDULE
Description Monthly Fee Annual Fee
Locations of City Median and LMDs – Full-
Service Landscape Maintenance (may include
mowing)
Includes Irrigation Technician (8 hours per week)
$3,299.13 $39,589.51
Description Cost Per Mow Annual Fee
(38 Mows)
Locations of City Parks – Mowing Service Only $4,220.92 $160,394.98
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I:\cmo\Agreements\American Landscape and Maintenance, Inc. FY24-0026.docx-msv3 21 EXHIBIT “C”
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 self-insurance in accordance with the provisions of that Code, and I will comply wit h 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.
AMERICAN LANDSCAPE AND MAINTENANCE, INC.
By: Date: ____________________
Daniel Stauffer, CEO
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City Council Meeting K. 3.
DATE: 10/15/2024
TO: Honorable Mayor and City Council Members
SUBJECT: Consideration of a First Amendment to the Professional Services Agreement with ALS Group USA, Corp. to revise the annual compensation to $109,000, with options to extend for two (2) additional one-year terms, for a total potential amount not-to-exceed $327,000 and determine that approval of a First Amendment to the Professional Services Agreement with ALS Group USA, Corp. 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 to determine that approval of a First Amendment to the Professional Services Agreement with ALS Group USA, Corp. 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 the City Council approve of the First Amendment to the Professional Services Agreement with ALS Group USA, Corp.
2. RECOMMENDATION:
Staff recommends that the City Council determine that approval of the First Amendment to the Professional Services Agreement with ALS Group USA, Corp. is exempt from environmental review pursuant to Section 15061(b)(3) of the State's guidelines implementing the California Environmental Quality Act.
Staff also recommends that the City Council approve the First Amendment to the Professional Services Agreement with ALS Group USA, Corp.
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DISCUSSION:
The State of California and the U.S. Environmental Protection Agency (EPA) are currently revising regulations related to emerging contaminants, such as perfluoroalkyl substances (PFAS) and microplastics, in drinking water supplies and wastewater streams. Local agencies are required to monitor for the presence of these pollutants in accordance with mandated sampling and analysis standards. Subsequently, City Council approved a Professional Services Agreement with ALS Group USA, Corp. (ALS) to provide sampling and analysis services on an as-needed basis in July 2024. The original Agreement included an initial term of one year, two optional one-year extension terms, and an annual compensation not-to-exceed $34,000. The original Agreement scope of work included very limited PFAS sampling and analysis. Since then, the State and EPA have finalized the emerging contaminant regulations, which now include comprehensive sampling and analysis requirements for public water systems. In order to comply with this new mandate, it is necessary to amend the ALS Agreement to significantly increase the PFAS sampling and analysis frequency. The cost for sampling and analysis required for mandated PFAS monitoring is $750 per sampling site. The City has a total of twenty-five (25) sampling points, including eighteen (18) sites mandated by the Federal EPA and seven (7) sites designated for special studies required for the Water Division's operations. This sampling and analysis will occur every quarter, adding an additional $75,000 in costs to fulfill this requirement over the next four (4) quarters. The First Amendment increases the annual Agreement not-to-exceed amount to $109,000, which increases the total potential Agreement value to $327,000. Approval of the First Amendment is exempt from environmental review pursuant to Section 15061(b)(3) of the State's guidelines implementing the California Environmental Quality Act since it has no potential to create a significant effect on the environment.
ALTERNATIVES:
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
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REVIEWED BY:
Albert Maldonado, Special Counsel
Janice McConnell, Assistant City Manager
Danielle Garcia, Management Services/Finance Director
PREPARED BY:
Jungjoon Park, Laboratory Manager
Fiscal Impact
Fiscal Year: FY 24/25
Revenue Generating: N
Appropriation Required Y/N: N
Amount: $85,500
Budgeted Y/N: Y
Account No.: 501900
Discussion:
There is no fiscal impact associated with this action. Sufficient funding is included in the FY 24/25 Water Service (501900) budget.
Fiscal Year: FY 24/25
Revenue Generating: N
Appropriation Required Y/N: N
Amount: $23,500
Budgeted Y/N: Y
Account No.: 521900
Discussion:
There is no fiscal impact associated with this action. Sufficient funding is included in the FY 24/25 Wastewater Service (521900) budget.
Attachments
Executed Agreement - ALS Group USA Corp. (Reference)
First Amendment ALS
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1 I:\cmo\Agreements\First Amendment ALS Group USA, Corp. FY24-0038.docx-ms
FIRST AMENDMENT TO AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This first amendment (“First Amendment”) to the agreement for Laboratory Sampling and Analytical S ervices (“Agreement”), dated 2nd day of July, 2024 , by and between the City of Redlands, a municipal corporation and a general law city (“City”), and ALS Group USA, Corp., a Texas Corporation (“Consultant”), is made and entered into this 15th day of October, 2024.
RECITALS
WHEREAS, it is the desire of the City and Consultant to amend their existing Agreement, specifically Total compensation in Article 5, Section 5.1 to increase the amount of compensation for Initial and Extended Terms in order to pay for increased frequency of perfluoroalkyl substances (PFAS) sampling and analysis services.
NOW, THEREFORE, for good and valuable consideration in the receipt of which is hereby acknowledged City and Consultant agree as follows:
AGREEMENT
Section 1. Article 5 of the Agreement, entitled “Payments to Consultants,” Section 5.1 of the Agreement is hereby amended to read as follows:
“5.1 The compensation for Consultant’s performance of the Services shall not exceed the amount of One Hundred Nine Thousand Dollars ($109,000) for the Services provided during the Initial Term. Should this Agreement be extended, the compensation for Consultant’s performance for the Services shall not exceed the amount of One Hundred Nine Thousand Dollars ($109,000) for the first Extended Term; and One Hundred Nine ($109,000) for the second Extended Term, bringing the total possible amount of compensation to a not -to-exceed amount of Three Hundred Twenty-Seven Thousand Dollars ($327,000). For the Initial Term and each Extended Term, City shall pa y Consultant on a time and materials basis up to the not to not -to-exceed amount in accordance with the rates specified in Exhibit “B,” titled “Price and Fee Bid,” which is attached hereto and incorporated herein by this reference. Furthermore, the Unit Pr ice set forth in Exhibit “B” shall be increased July 1 of each calendar year, by an amount reasonably equal to the percentage change in the Consumer Price Index – All Urban Users (Riverside – San Bernardino – Ontario) over the prior year.”
Section 2. All other provisions of the Agreement shall remain unchanged by th is First Amendment and in effect.
Section 3. The recital s above are true and correct and are hereby incorporated herein by this reference.
Section 4. This First Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment, to be effective as of October 15th, 2024.
CITY OF REDLANDS ALS Group USA, Corp.
________________________________ By: ________________________________ Eddie Tejeda, Mayor Javier Robbles, Laboratory Director
ATTEST:
__________________________________
Jeanne Donaldson, City Clerk
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City Council Meeting K. 4.
DATE: 10/15/2024
TO: Honorable Mayor and City Council Members
SUBJECT: Consideration of an agreement with CelPlan Technologies, Inc to provide a new video management solution including wireless network infrastructure equipment and maintenance services for an initial term of $1,158,006.29, with an option for four additional extension terms, bringing the total compensation during the initial term and four extension terms to an amount not-to-exceed $2,131,048.93 and determine that approval of the Professional Services Agreement with Cel Plan Technologies, Inc is exempt from environmental review pursuant to Section 15061(b)(3) of the State’s guidelines implementing the California Environmental Quality Act (Management Services/Finance Director Garcia) MOTION(S):
If the City Council determines that staff’s recommendation is appropriate, the following motions are provided:
I move to determine that approval of the Professional Services Agreement with Cel Plan Technologies, Inc 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 to approve the agreement with CelPlan Technologies, Inc to provide a new video management solution for the City including wireless network infrastructure equipment and maintenance services for an initial term of $1,158,006.29, with an option for four additional extension terms, bringing the total compensation during the initial term and four extension terms to an amount not-to-exceed $2,131,048.93.
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RECOMMENDATION:
Staff recommends City Council approve the agreement with CelPlan Technologies, Inc to provide a new video management solution for the City including wireless network infrastructure equipment and maintenance services for an initial term of $1,158,006.29, with an option for four additional extension terms, bringing the total compensation during the initial term and four extension terms to an amount not-to-exceed $2,131,048.93. In addition, staff recommends that the City Council determine that approval of this agreement is exempt from environmental review pursuant to Section 15061 (b)(3) of the State’s guidelines implementing the California Environmental Quality Act.
DISCUSSION:
The existing public safety camera system has been in production for over fifteen years. It is a critical tool that bolsters crime prevention, enhances evidence collection and investigations, and provides real-time monitoring of public spaces. The system has become increasingly unreliable due to its unsupported status, which poses significant risks including potential security gaps and operational challenges. The system’s outdated technology hampers the ability to effectively monitor and respond to security incidents.
In conjunction with replacing the public safety camera system, it is crucial to upgrade the wireless network infrastructure that provides the connectivity for the system throughout the City. The current wireless network does not meet the demands of modern security solutions, which require high-speed, reliable connectivity.
In March 2024, the IT division released a request for proposals (RFP) in search of a replacement for the video management system, including network hardware, camera equipment, and software. Part of the RFP included a provision that the new public safety camera system be compatible with an access control system, which the City currently lacks. Access control systems regulate who can enter different buildings or parts of a building, using tools like keycards or codes to ensure only authorized people gain access. A review committee composed of both IT and Police department staff reviewed and ranked the proposals. The committee selected the top three proposals and invited those firms to come and provide an in-person demonstration of their solution.
It was determined that CelPlan Technologies, Inc (CelPlan) provided the highest ranked proposal and software solution. Not only is the proposed solution, Genetec, a world-wide leader in security systems, but CelPlan also presented a state-of-the-art wireless network design approach which addressed additional concerns of the solicitation.
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The current public safety camera system is accessible only by police personnel.
Other departments and facilities have disparate camera systems and these have posed a challenge from a management perspective due to dealing with various manufacturers and vendors. The new public safety camera system will allow scalability in which cameras at all City facilities can eventually be tied into one single platform. This system can also serve as a single management interface for building access control throughout all City facilities.
Given the size and number of cameras throughout the City, this will be a phased project spanning multiple years. The initial phase will involve project planning and design, followed by server and software procurement and staging. Up to 100% of the wireless infrastructure and 30% of the cameras will be replaced in the first year. The subsequent years will include replacing the remaining cameras and regular maintenance and support of the system, with a 2.5% cost increase during years 2-4.
Furthermore, approval of the agreement is exempt from environmental review pursuant to Section 15061(b)(3) of the State’s guidelines implementing the California Environmental Quality Act (CEQA) as the activity will not have a significant effect on the environment.
ALTERNATIVES:
City Council may choose to reject, modify or table the proposed purchase.
However, the purchase is recommended given the current system is out of support and equipment is in dire need of replacement.
STRATEGIC PLAN:
N/A
SUBMITTED BY:
Danielle Garcia, Management Services/Finance Director
RECOMMENDED BY:
Charles M. Duggan Jr., City Manager
REVIEWED BY:
Albert Maldonado, Special Counsel
Janice McConnell, Assistant City Manager
Rachel Tolber, Chief of Police
Dana Abramovitz-Daniel, Procurement Manager
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PREPARED BY:
Eric Owens, Information Technology Manager
Fiscal Impact
Fiscal Year: FY2024-25
Revenue Generating: No
Appropriation Required Y/N: No
Amount: $2,131,048.93
Budgeted Y/N: Y
Account No.: 604900
Discussion:
The total cost of the agreement across the Initial and Extended Terms is as follows:
Initial Term (Implementation/System Replacement): $1,158,006.29 First Extended Term (Maintenance & Support): $231,751.31 Second Extended Term (Maintenance & Support): $241,021.36 Third Extended Term (Maintenance & Support): $247,046.90 Fourth Extended Term (Maintenance & Support): $253,223.07 The total dollar amount of this agreement is an amount not-to-exceed $2,131,048.93. Funding for the Initial Term and First Extended Term is included in the Adopted FY 2025 & 2026 DoIT Budget. Funding for subsequent years will be included in future budget requests by the department.
Attachments
Agreement with CelPlan Technologies, Inc
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AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of Video Management System Replacement (“Agreement”) is made and entered in this 15th day of October, 2024 (“Effective Date”), by and between the City of Redlands, a mun icipal corporation (“City”) and CelPlan Technologies Inc, a Virginia corporation. (“Consultant”). City and Consultant are sometimes individually referred to herein as a “Party” and, together, as the “Parties.” In consideration of the mutual promises contained herein, City and Consultant agree as follows:
ARTICLE 1 – ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide a Video Management System Replacement that will include design installation, configuration, and maintenance services for City (the “Services”).
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant 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 practici ng professional consultants in the industry providing like and similar types of Services.
ARTICLE 2 – SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit “A,” titled “Scope of Servi ces,” which is attached hereto and incorporated herein by this reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the performance of this A greement including, but not limited to , any applicable State prevailing wage laws.
ARTICLE 3 – RESPONSIBILITIES OF CITY
3.1 City designates Danielle Garcia, Management Services Department Director , 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 Consultant shall perform and complete the implementation services in a prompt and diligent manner in accordance with the schedule set forth in Exhibit “B,” titled “Project Schedule,” which is attached hereto and incorporated herein by 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 four (4) additional one-year terms (each, an “Extended Redlands Regular Meeting of 10-15-24
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Term”), on the same terms and conditions, by providing written notice to Consultant at least thirty (30) days prior to the expiration of the Initial Term or any Extended Term.
4.3 If Consultant’s Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to Cit y, consistent with City Council-adopted policy for the same. It shall be the obligation of Consultant to obtain a copy of such policy from City staff.
ARTICLE 5 – PAYMENTS TO CONSULTANT
5.1 Compensation: The compensation for Consultant’s performance of the Services shall not exceed the amount of One Million One Hundred Fifty-Eight Thousand Six Dollars and Twenty Nine Cents ($1,158,006.29) for the Services provided during the Initial Term. This agreement may be extended by four (4) one -year terms (Extended Terms). Should this Agreement be extended, the compensation for Consultant’s performance for the Services shall not exceed the amount of Two Hundred Thirty-One Thousand Seven Hundred Fifty- One Dollars and Thirty One Cents ($231,751.31) for the first Extended Term ; Two Hundred Forty-One Thousand Twenty-One Dollars and Thirty Six Cents ($241,021.36) for the second Extended Term; Two Hundred Forty-Seven Thousand Forty-Six Dollars and Ninety Cents ($247,046.90) for the third Extended Term; and Two Hundred Fifty-Three Thousand Two Hundred Twenty-Three Dollars and Seven Cents ($253,223.07) for the fourth Extended Term, bringing the total possible amount of compensation to a not -to- exceed amount of Two Million One-Hundred Thirty-One Thousand Forty-Eight Dollars and Ninety Three Cents ($2,131,048.93). For the Initial Term and each Extended Term, City shall pay Consultant 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 “Schedule of Values,” which is attached hereto and incorporated herein by this reference.
5.2 Consultant shall submit monthly invoices to City describing the Services performed during the preceding month. Consultant’s invoices shall include a brief description of the Services performed, the dates the Services were performed, the number of hours spent and by whom, and a description of reimbursable expenses related to the Services. City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant’s invoice.
5.3 Any n otice 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 fir st 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:
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CITY: CONSULTANT:
City Clerk Paulo Leite, Chief Operating Officer
City of Redlands CelPlan Technologies, Inc.
35 Cajon Street 1920 Association Dr.
P.O. Box 3005 (mailing) Reston, Virgina 20191
Redlands, CA 92373 4th Floor
[email protected] [email protected]
Phone: (909) 798-7531 Phone: (703) 259-4025
ARTICLE 6 – INSURANCE AND INDEMNIFICATION
6.1 The following insurance coverage required by this Agreement shall be maintained by Consultant for the duration of its performance of the Services. Consultant shall not perform any Services unless and until the required insurance listed below is obtained by Consultant.
Consultant 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 Consultant is self-insured or exempt from the workers’ compensation laws of the State of California. Consultant shall execute and provide City with Exhibit “G,” titled “Workers’ Compensation Insurance Certification,” which is attached hereto and incorporated herein by this reference, prior to performance of the Services.
B. Comprehensive General L iability 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. Consultant shall secure and maintain professional liability insurance throughout the term of this Agreement in the amount of One Million Dollars ($1,000,000) per claim made.
D. Business Auto L iability 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 Consultant owned vehicles used in connection with Consultant’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.
E. Consultant is expressly prohibited from assigning or subcontracting any of the Services without the prior written consent of City. In the event of mutual agreement by the Redlands Regular Meeting of 10-15-24
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Parties to assign or subcontract a portion of the Services, Consultant shall add such assignee or subcontractor as an additional insured to the insurance policies req uired hereby and provide City with the insurance endorsements prior to any Services being performed by the assignee or subcontractor.
6.2 Consultant shall defend, indemnify and hold harmless City and its elected and appointed officials, employees and agents from and against any and all claims, losses or 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, Consultant, or its officers, employees and agents in performing the Services.
ARTICLE 7 – CONFLICTS OF INTEREST
7.1 Consultant 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 Consultant’s Services. Consultant 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 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant:
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.
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 s pecified in City’s Conflict of Interest Code under Government Code section 87302.
7.3 In the event City determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fair Political Practices Commission Form 700, State ment of Economic Interests , with the City Clerk’s office pursuant to the written instructions provided by the City Clerk.
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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 fe es for the use of in - house counsel by a Party.
8.2 Consultant shall not assign any of the Services, except with the prior written approval of City and in s trict 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, result in City’s immediate termination of this Agreement.
8.3 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor. Neither City nor any its agents shall have control over the conduct of Consultant or Consultant’s employees, except as herein set forth. Consultant shall supply all necessary tools and instrumentalities required to perform the Services. Assigned personnel employed by Consultant are for its account only, and in no event shall Consultant or personnel retained by it be deem ed to have been employed by City or engaged by City for the account of, or on behalf of City. Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Consultant 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 Consultant of City’s intent to terminate. If this Agreement is terminated by City, an adjustment to Consultant’s compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed S ervices, and (2) any payment due Consultant at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Consultant. Upon receipt of a termination notice, Consultant 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 Consultant in performing the Services. Consultant shall be compensated on a pro-rata basis for Services completed up to the date of termination.
8.5 Consultant 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 Consultant pursuant to this Agreement. Such books shall be available at reasonable times for examination by City at the office of Consultant.
8.6 This Agreement, including the Exhibit “D,” titled “Exclusions,” Exhibit “E,” titled “Standard Support Terms, Structure, and Procedure,” and Exhibit “F,” titled “Genetec Global & Privacy Policy,” are incorporated herein by reference, and represents the entire Redlands Regular Meeting of 10-15-24
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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, an y amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant.
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 Consultant have signed in confirmation of this Agreement.
CITY OF REDLANDS CELPLAN TECHNOLOGIES, INC
By: ___________________________ By: ______________________________ Eddie Tejeda, Mayor Paulo Leite, Chief Operating Officer
ATTEST:
___________________________
Jeanne Donaldson, City Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
1 Video Management System (VMS) Replacement for City of Redlands The City of Redlands aims to enhance its public safety and security infrastructure by replacing its existing, disparate video management systems with a unified, city-wide solution. The project will involve the design, installation, configuration, and maintenance of a new wireless camera system integrated with a robust VMS platform. The new system will provide comprehensive video surveillance coverage across the city, improve incident response capabilities, and offer a user-friendly interface for monitoring and management. The project will also ensure future integration with an access control system (ACS) to further enhance security measures.
2 Project Objectives
The core objectives of this project are as follows:
2.1 Consolidate and Upgrade:
Replace the existing camera system with a single, integrated Citywide Genetec Software Solution
The project will implement Genetec Security Center as the core software platform for the Video Management System (VMS). Genetec Security Center is a unified security platform that blends IP video surveillance, access control, and automatic license plate recognition (ALPR) into a single intuitive interface. Key features of Genetec Security Center include:
• Omnicast: The IP video management system of Security Center, providing seamless management of digital video, audio, and data across any IP network. • Synergis: The IP access control system (ACS) that will allow for future integration and unified security operations – for future. • Advanced reporting and analytics capabilities to support efficient incident response and investigation.
• Scalable architecture to support the city's growing needs. • Robust cybersecurity features to protect the integrity and confidentiality of surveillance data.
2.2 Wireless Network Hardware
The project will involve the replacement (up to 100%) of the existing wireless network infrastructure with state-of- the-art equipment from Ubiquiti, Mikrotik, Mimosa, and Cambium Networks.
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2.3 Camera Upgrades
The project will involve the replacement (up to 30%) of the existing camera network infrastructure with state-of- the-art equipment from Axis and Hanwha.
2.4 VMS Hardware Infrastructure
To support the new Genetec Security Center VMS, the project will deploy new server hardware from Dell Technologies:
• Dell PowerEdge Rack Servers for primary VMS operations for high-capacity, reliable video storage
• We will be re-using the existing network infrastructure where available and applicable for connectivity from City; any new required networking equipment will be additional to the scope of work
2.5 Comprehensive Coverage:
Provide reliable in place upgrade of existing infrastructure with proposed video surveillance system across public areas, critical infrastructure, and other designated locations throughout the city.
2.6 Enhanced Security:
Improve public safety and security by deterring crime, aiding in investigations, and facilitating rapid response to incidents with newer high resolution and multisensory cameras and higher reliability and higher bandwidth wireless equipment.
2.7 Efficient Incident Management:
Streamline incident response and investigation processes for law enforcement and city officials through improved access to video evidence and data though an IP driven Genetec Video Management System – Security Center.
2.8 User-Friendly Interface:
Implement the Genetec VMS platform that is intuitive and easy to use for monitoring, management, and retrieval of video footage.
2.9 Future-Proofing:
Ensure the system is scalable and adaptable to future needs, including integration with an access control (ACS) and automated license plate recognition (ALPR) systems.
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3 Project Tasks
The project encompasses the following key deliverables:
3.1 Comprehensive System Design
3.1.1 Evaluate Existing Infrastructure:
• Conduct a thorough assessment of the current camera systems, network infrastructure, and user requirements to develop a comprehensive migration plan. The assessment will include documenting the brand, model, warranty, and capabilities of each existing camera, as well as identifying any undocumented routes, links, and credentials. The goal is to establish a clear baseline understanding of the current environment to inform the design and migration strategy.
3.1.2 Detailed Specifications:
• Provide detailed technical specifications for all hardware and software components, including cameras, wireless equipment, servers, storage, and VMS software. The specifications will ensure that all components are compatible and meet the city's performance and security requirements. This detailed planning will help prevent scope creep and ensure that the project stays on track. The proposed solution will utilize the Genetec Security Center platform, which includes the Omnicast VMS for video management.
3.1.3 Wireless Network Design:
• Design a robust and scalable wireless/mesh network infrastructure to support the camera system, ensuring reliable connectivity and bandwidth. The network design will leverage Cambium PMP 450v point- to-multipoint radios in the 6GHz band for high-bandwidth backhaul links and Ubiquiti, Mikrotik, and Mimosa point-to-point and point-to – Multipoint radios for additional connectivity where needed. The design will consider factors such as coverage area, signal strength, and potential interference to ensure optimal performance. This design phase emphasizes the importance of proactively addressing potential risks and challenges.
3.1.4 IP Network Design:
Develop an IP network design and addressing scheme that accommodates the new camera system and integrates with the existing city network infrastructure. The IP network design will ensure seamless communication between cameras, servers, and user workstations. This integration highlights the need for effective communication and coordination between different project elements.
3.1.5 Milestone for Payment: Contract Signature/Design Review (30%) • - This milestone triggers the first payment upon successful completion of the system design and approval by the City. It signifies the completion of a major project phase Redlands Regular Meeting of 10-15-24
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and ensures that the design meets the city's expectations before proceeding with further implementation.
3.2 Hardware Procurement and Installation
3.2.1 Camera Installation:
• Supply and install approximately 50 IP cameras from a total of 166 cameras, strategically positioned throughout the city, corresponding to up to 30% of existing cameras as needed to ensure compatibility and optimal coverage. The camera installation will include proper mounting, alignment, and configuration to ensure optimal image quality and coverage. This phase emphasizes the importance of quality control and ensuring that the installed equipment meets the project's specifications.
3.2.2 Network Deployment:
• Install wireless/mesh network equipment, including access points, antennas, and other necessary components, to establish a reliable communication network for the camera system. The network deployment will adhere to industry best practices and comply with all relevant regulations. This phase highlights the importance of adhering to technical standards and regulatory requirements. Up to 100% of the existing wireless network will be replaced to ensure compatibility and optimal performance with the new VMS solution
3.2.3 Infrastructure Implementation:
• Install power supplies, grounding systems, and other infrastructure elements to support the camera and network installations. Customer to provide mounting structures and continuous 120VAC power. The infrastructure implementation will be carried out safely and efficiently, minimizing disruption to the city's operations. This phase underscores the need for careful planning and execution to avoid delays and ensure the project's success.
3.2.4 VMS Implementation:
• Deploy the Genetec Omnicast VMS software and associated server infrastructure, ensuring adequate storage capacity and processing power to handle the video data.
New Dell servers will be procured and configured to host the VMS software and provide reliable storage for video recordings. The VMS implementation will include configuring the server, installing the software, and setting up storage solutions. This phase emphasizes the importance of proper configuration and testing to ensure the system's functionality and reliability.
3.2.5 Milestone for Payment: Equipment Delivery (20%) – • This milestone triggers the second payment upon successful delivery and verification of all necessary hardware and software components. It ensures that the city receives the agreed-upon equipment before making further payments.
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3.2.6 Milestone for Payment: Start of Installation (20%) – • This milestone triggers the third payment upon commencement of the physical installation of cameras, network equipment, and other infrastructure elements. It marks the transition from planning and procurement to the actual implementation phase.
3.3 System Configuration
3.3.1 VMS Configuration:
• Configure the VMS software according to the city's specific requirements, including camera settings, recording schedules, and user access levels. The configuration will ensure that the VMS operates optimally and meets the city's surveillance objectives.
This phase highlights the importance of customizing the system to meet the specific needs and workflows of the city's users.
3.3.2 User Management:
• Set up user accounts, access rights, and monitoring views based on the roles and responsibilities of different city departments and personnel. User accounts and permissions will be configured to maintain data security and control access to sensitive information. This aspect emphasizes the importance of data security and access control in a surveillance system.
3.3.3 Storage Management:
• Implement storage policies that define retention periods for video footage based on camera location and importance, ranging from 3 to 24 months. The storage policies will ensure that video data is retained for the required duration while optimizing storage utilization. This phase reflects the need for efficient data management and balancing storage requirements with cost considerations.
3.4 Integration
3.4.1 Camera Integration:
• Integrate existing compatible cameras into the new VMS platform, ensuring seamless access to live and recorded video feeds from all cameras. The integration process will involve configuring the VMS to recognize and communicate with the existing cameras. This phase emphasizes the importance of integrating legacy systems and maximizing the value of existing investments.
3.4.2 ACS Integration (future SOW):
• Ensure the VMS platform is capable of future integration with an access control system (ACS), allowing for centralized management of both video surveillance and access control functions. The VMS will be selected and configured to support seamless integration with an ACS when the city decides to implement one. This future integration capability reflects the importance of scalability and adaptability in Redlands Regular Meeting of 10-15-24
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a long-term technology solution.
3.5 Training
3.5.1 Administrator Training:
• Provide comprehensive training to designated city staff on the configuration, management, and maintenance of the VMS system. The administrator training will cover advanced topics such as system configuration, user management, and troubleshooting. This training emphasizes the importance of knowledge transfer and empowering city staff to manage the system effectively.
3.5.2 End-User Training:
• Conduct multiple training sessions for end-users from various city departments, covering system operation, video retrieval, and basic troubleshooting. The end-user training will focus on practical skills and knowledge required for day-to-day use of the system. This training ensures that all users can utilize the system efficiently and confidently.
3.5.3 Training Materials:
• Deliver all necessary training materials, including user manuals, quick reference guides, and system documentation, to ensure users can effectively utilize the system.
The training materials will serve as a valuable reference for users after the training sessions are completed. The acceptance testing will involve both functional and performance tests to ensure the system operates as intended and meets the city's expectations. The successful completion of this phase will mark the formal acceptance of the system by the city.
3.5.4 Milestone for Payment: Training (20%)
• This milestone triggers the fourth payment upon completion of the first training session.
3.6 Project Acceptance and Completion
3.6.1 Acceptance Testing:
• The acceptance testing is jointly executed between CelPlan and Customer’s staff to test each system component and functionality creating an eventual punch list that needs to be resolved by CelPlan ASAP. Once the pending items on the punch list are resolved, the project is completed and delivered to the Customer for normal operation along with all related documentation.
3.6.2 As-Built Documentation:
• Provide detailed as-built documentation, including network diagrams, equipment inventories, and configuration settings, to facilitate future maintenance and upgrades. The as-built documentation will serve as a valuable reference for future system modifications and troubleshooting. This documentation ensures that the city has a clear and accurate record of the installed system.
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3.6.3 System Documentation:
• Deliver comprehensive system documentation and user guides, covering all aspects of system operation, maintenance, and troubleshooting. The system documentation will empower city staff to operate and maintain the system independently. This documentation promotes knowledge transfer and self-sufficiency, reducing the city's reliance on external support.
3.6.4 Milestone for Payment: Completion (10%)
• This milestone triggers the final payment upon successful completion of all project deliverables, including acceptance testing and documentation. It signifies the official handover of the system to the city.
3.7 Project Management
3.7.1 Dedicated Project Manager:
• Assign a dedicated project manager to oversee all aspects of the project, ensuring effective communication, coordination, and timely execution of tasks. The project manager will be the primary point of contact for the city and will ensure that the project is completed on time, within budget, and to the required quality standards. The project manager's role is crucial in ensuring the project's overall success and maintaining alignment with the city's goals and expectations.
3.7.2 Progress Reporting:
• Provide regular status reports to the city, detailing project progress, milestones achieved, and any potential issues or risks. The project manager will provide transparent and timely updates to the city, ensuring they are informed of the project's status and any potential challenges. Regular progress reporting fosters trust and transparency, keeping the city engaged and informed throughout the project lifecycle.
3.7.3 Project Meetings:
• Conduct regular project meetings with city representatives to discuss progress, address any concerns, and ensure alignment with project objectives and timelines.
The project meetings will foster collaboration and ensure that the project remains on track and meets the city's evolving needs. These meetings provide a forum for open communication and collaboration, ensuring that the project stays aligned with the city's vision.
3.8 Ongoing Support
3.8.1 Warranty:
• Provide a one-year warranty on all installed equipment, covering any defects in materials or workmanship. The warranty will give the city peace of mind, knowing that any issues with the equipment will be addressed promptly. This warranty demonstrates the commitment to quality and provides assurance to the city that the system will be supported in the initial period after deployment.
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3.8.2 Technical Support:
• Offer 24/7 technical support services to address any system issues or user inquiries promptly. The 24/7 technical support will ensure that any problems are resolved quickly, minimizing system downtime and disruptions. This ongoing support ensures that the city has access to expert assistance whenever needed, maximizing system uptime and user satisfaction.
3.8.3 Preventative Maintenance:
• Conduct regular preventative maintenance visits to ensure optimal system performance and identify any potential problems before they cause disruptions.
Preventative maintenance will help to identify and address potential issues before they escalate, reducing the risk of system failures and costly repairs. This proactive approach to maintenance helps to extend the system's lifespan and ensure its continued reliability.
3.8.4 Software Updates:
• Provide software updates and patches as needed to address security vulnerabilities, improve system functionality, and enhance performance. Regular software updates will help to protect the system from cyber threats and ensure it continues to meet the city's evolving needs. This ongoing support ensures that the system remains secure and up to date with the latest technological advancements.
3.8.5 Milestone for Payment: Maintenance and Support - Annual (100%) • This milestone triggers annual payments for ongoing maintenance and support services, ensuring the system's continued operation and optimal performance. This payment structure aligns the vendor's interests with the city's, incentivizing them to provide high-quality support and maintenance to ensure the system's longevity.
3.9 Final Project Report
3.9.1 Work Summary:
• Document all completed work, including a detailed description of the installed camera system, network infrastructure, and VMS configuration. The final project report will serve as a valuable reference for the city, documenting the project's scope, deliverables, and achievements. This documentation provides a comprehensive record of the project for future reference and audits.
3.9.2 Equipment Inventory:
• Provide a comprehensive inventory of all installed equipment, including make, model, serial number, and location. The equipment inventory will facilitate future maintenance, upgrades, and replacements. This inventory ensures that the city has a clear and organized record of its assets.
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3.9.4 Performance Metrics:
• Summarize the results of acceptance testing and provide system performance metrics to demonstrate the effectiveness and reliability of the new VMS solution.
The performance metrics will provide evidence of the system's effectiveness in meeting the city's security and surveillance objectives. This reporting helps to quantify the project's success and demonstrate the value delivered to the city.
This project scope of work outlines the key deliverables and responsibilities for the successful implementation of the City of Redlands' VMS replacement project. The project aims to provide a unified, reliable, and user-friendly video surveillance solution that enhances public safety, improves incident response, and supports future integration with an access control system. The project will be executed in accordance with industry best practices and project management principles, ensuring timely completion, cost-effectiveness, and high-quality deliverables.
The proposed solution will leverage the Genetec Security Center platform, incorporating the Omnicast VMS for video management and the Synergis system for future access control integration. The wireless network infrastructure will be built using Cambium PMP 450v and Mimosa radios, providing high-bandwidth and reliable connectivity. New Dell servers will be deployed to host the VMS software and store video data. The project will replace 100% of the existing wireless network and up to 30% of the existing cameras, ensuring compatibility and optimal performance with the new VMS solution.
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EXHIBIT "B"
PROJECT SCHEDULE
Find below an initial project schedule describing the expected timeline for each task during project implementation. During project review, a detailed schedule shall be created incorporating the sequence and priority of implementation based on the Customer’s requirements.
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EXHIBIT "C"
SCHEDULE OF VALUES
Find below the schedule of values during project implementation and maintenance and support phases. Note that the payment dates are tied to project completion milestones as illustrated on the Project Schedule in Exhibit B:
Total project price:
Table 1 Project Implementation
Project Implementation and Maintenance Year 1
Description Itemization Amounts
Materials (taxable) $534,339.69
Cameras $132,992.62
Infrastructure $401,347.07
Materials (non-taxable) $61,740.06
Software $61,740.06
Professional Services $313,030.26
Design/Engineering $36,639.00
Installation $195,195.36
Installation Cost $77,044.65
Project Management Cost $4,151.25
MSP Y1 $208,820.81
Tax $40,075.48
Total $1,158,006.29
Maintenance and Support Subsequent Years
Description Amounts
Materials (non-taxable) $12,489.46
MSP $219,261.85
Total Annual Subsequent Years $231,751.31
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Table 2 Schedule of Values
Project Implementation and Maintenance Year 1
Milestone Description Percentage Materials
(taxable)
Materials (non-
taxable)
Professional
Services
Tax Total
M1 Contract
Signature/Design
Review
30% $160,301.91 $18,522.02 $93,909.08 $12,022.64 $284,755.64 M2 Equipment
Delivery
20% $106,867.94 $12,348.01 $62,606.05 $8,015.10 $189,837.10 M3 Start of
Installation
20% $106,867.94 $12,348.01 $62,606.05 $8,015.10 $189,837.10 M4 Training 20% $106,867.94 $12,348.01 $62,606.05 $8,015.10 $189,837.10 M5 Completion 10% $53,433.97 $6,174.01 $31,303.03 $4,007.55 $94,918.55 MSP Y1 Maintenance and
Support - Annual
100% $0.00 $0.00 $208,820.81 $0.00 $208,820.81
Total $1,158,006.29
Maintenance and Support Subsequent Years
Milestone Description Percentage Materials
(taxable)
Materials
(non-taxable)
Professional
Services Tax Total
MSP Y2 Maintenance and Support -
Annual 100% $0.00 $12,489.46 $219,261.85 $0.00 $231,751.31 MSP Y3 Maintenance and Support -
Annual 100% $0.00 $12,489.46 $228,531.90 $0.00 $241,021.36 MSP Y4 Maintenance and Support -
Annual 100% $0.00 $12,489.46 $234,557.44 0.00 $247,046.90 MSP Y5 Maintenance and Support -
Annual 100% $0.00 $12,489.46 $240,733.61 0.00 $253,223.07
Notes on Pricing:
1. Validity: This proposal is valid for 180 days from the due date of the proposal.
2. Payment Terms: Proposal pricing is based on CelPlan’s standard payment terms (Net 30) as follows:
a. 30% upon Contract Signature/Design Review
b. 20% upon Equipment Delivery
c. 20% at the Start of Installation
d. 20% upon Training
e. 10% upon Completion
f. 100% of Annual Maintenance and Support
3. Charges: Services, maintenance, and software charges (including applicable taxes) are based on items provided as part of the baseline proposal. Charges may need to be adjusted based on selected options, if applicable.
4. Assumptions: The statement of work and assumptions outlined in this proposal apply to this offer; any changes to these assumptions may impact the price or offer accordingly.
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5. Equipment Counts and Installation: Final equipment counts, and installation services will be determined jointly with the customer during the design review.
6. Customer-Provided Equipment: Workstations and monitors will be provided and configured by the customer.
7. Warranty: The entire system includes standard and extended equipment manufacturer’s warranty. An optional Maintenance Support Plan can be offered and acquired by the customer, limited to parts provided by CelPlan Technologies for the purchased period.
8. Maintenance Support Plan (MSP): The MSP is an end-to-end service that includes troubleshooting, labor, parts, and equipment needed to keep the system operational.
9. The MSP is offered as a Maintenance and Support line item on the pricing form.
10. Remote Access Requirement: The maintenance and support terms, including the proposed price, assume that CelPlan will have remote access to troubleshoot all systems. This is a mandatory requirement.
11. Liability Disclaimer: CelPlan will not take any responsibility for damage due to misuse, mishandling, accidents, purposely inflicted damage, vandalism, natural disasters, etc., from the time of delivery to the customer site, regardless of system acceptance. The customer is responsible for appropriate insurance or repair/replacement costs. CelPlan will charge the customer for any repair and/or replacement components, and associated services.
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EXHIBIT “D”
EXCLUSIONS
6 Exclusions
6.1 Exclusions and Additional Terms:
• Equipment Damages: Any damages to equipment are not covered. • Permits: The cost of permits is not covered under this proposal. • Project Delays: Delays outside of the vendor’s control are not covered and will be charged on an hourly basis.
6.2 Maintenance and Support Plan (MSP) Exclusions:
• Non-CelPlan Components: For any issues reported that do not pertain to CelPlan -provided components or equipment maintained by CelPlan, the Customer will be charged at standard or overtime hourly rates, with a minimum charge of four (4) hours.
• Exclusions from Maintenance: The scope of maintenance services excludes damage or loss resulting from natural disasters, weather-related events, accidents, theft, intentional damage, lightning, vandalism, electrical services, and the installation of pole hardware.
• Liability Disclaimer: CelPlan disclaims any liability for damage resulting from misuse, mishandling, accidents, intentional acts, vandalism, natural disasters, or other causes from the time of notice of completion of services. The Customer is fully responsible for the cost of appropriate insurance coverage and any repair or replacement expenses. CelPlan will invoice the Customer for the cost of repair and/or replacement components, as well as associated services.
6.3 System Assumptions:
• The system design assumes the reuse of existing network components and other city infrastructure that were originally part of the security network or city network. This assumption is made to optimize resources and reduce costs for the city by avoiding the purchase of new equipment. Any equipment that is currently in place and can be effectively reused is expected to be available and in working condition. If the existing equipment cannot be reused, additional costs for new resources may be incurred.
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EXHIBIT “E”
STANDARD SUPPORT TERMS, STRUCTURE, AND PROCEDURE
7 Standard Support Terms, Structure and Procedure
7.1 Maintenance and Support Terms
7.1.1 Maintenance Plan Summary
Celplan’s Standard Comprehensive Maintenance and Support Plan includes the following main features:
• Warranty of all CelPlan-provided equipment during maintenance period • On-site (corrective) services
• Complete technical support service for all maintenance activities (phone calls, emails, visits, repairs, equipment rentals)
• Replacement parts
• Maintenance of local spares (at discretion of CelPlan) • Preventative maintenance (inspection, cleaning)
• Software patches and upgrades (if applicable)
• Remote network health monitoring and diagnostics services (based on availability of VPN and suitable remote access)
7.1.2 Preventative Maintenance
CelPlan will perform weekly remote monitoring and diagnostics of the network to assure overall systems health (including verification of system bandwidth, redundant component failures - such as hard-drives, switches, power supply units, and UPS). If problems are detected, CelPlan will create a case number and report the Customer about the detected problem, and our resolution plan.
Secondly, CelPlan shall also perform periodic (annual at minimum) system field checks. Additionally, once per year, CelPlan shall perform a camera (lens) cleaning service for the CelPlan provided outdoor cameras.
CelPlan shall perform Software/Firmware updates on all components as required (semi-annually at minimum, if applicable).
7.1.3 Problem Reporting
A 24x7 customer service number and email address are available to report issues and create incident tickets. Detailed problem reporting procedure will be provided to the Customer at contract signature.
7.1.4 Problem Resolution Tracking
Based on received problem report, a case number will be assigned to the incident reported for mutual tracking purposes, with an acknowledgement provided to the Customer’s assigned points of contact.
Upon problem acknowledgement, the problem level will be assessed, upon which a resolution plan will be defined, and communicated to the Customer. Upon problem resolution, a notification of problem closure will be provided to assigned points of contact with the Customer.
7.1.5 Problem Definition
Using a tiered problem structure, we recognize three major categories of problems as follows:
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• Level 1: Emergency problems, including overall network outage or server outage, and backhaul outage.
• Level 2: Problems affecting a portion of the network, with lack of access to camera(s). • Level 3: Minor problems, affecting one camera unit, or a servicing requirement that does not immediately affect operation (such as failures in redundant components of the network).
7.1.6 Response Time
Adjusted to the problem level, the following standard response time targets are provided. In addition, case by case, CelPlan will collaborate as much as possible to adjust the response time to specific Customer needs in terms problem resolution and response time.
• Level 1: CelPlan targets to start on-line / remote diagnostics and resolution services within 4 business hours from problem reporting. In parallel, if required, CelPlan targets to mobilize the field team to target 24 business hour resolution.
• Level 2: CelPlan targets to start on-line / remote diagnostics and resolution services within 8 business hours from problem reporting. In parallel, if required, CelPlan targets to mobilize the field team and resolve within the next 2 business days.
• Level 3: CelPlan will provide problem acknowledgement within 8 business hours, and targets to start on- line / remote diagnostics and resolution services within 2 business days from problem reporting. In parallel, if required, CelPlan targets to mobilize the field team within 4 business days. • Level 4: Third party related interruptions. Resolution time shall be identified on a case-by case basis.
7.1.7 Escalation Procedure
In addition to the standard support structure, CelPlan provides a (multi-tier) reporting escalation procedure to provide flexibility for specific cases, and immediately address problems or concerns regarding maintenance.
7.1.8 Spares and Equipment Replacement
Several spare items may be maintained locally or proximity of maintained site(s) at CelPlan’s discretion.
7.1.9 Exceptions
For any reported problems not pertaining to CelPlan provided components or CelPlan maintained equipment the customers will be charged standard / overtime hourly rates with minimum 4-hour charge.
Maintenance excludes natural disasters, weather related damages, accidents, theft, inflicted damages, lightning, and vandalism.
CelPlan will not take any responsibility for damage due to misuse, mishandling, accidents, purposely inflicted damage, vandalism, natural disaster, etc., from time of notice of completion. The Customer will be responsible for cost or provisioning of appropriate insurance or repair/replacement costs. We will charge the Customer for the repair and/or replacement components, and associated services.
7.2 Procedure
Call support phone number(s) (see page 3) to explain the problem (during business hours).
Depending on importance/urgency, 1st tier and/or 2nd tier number(s) can be used. (Leaving message is optional.)
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e-mail to [email protected] to describe the problem.
CelPlan targets to acknowledge receipt of the request with a phone call and/or email within the subsequent 4 business hours.
CelPlan to provide a status update and plan for resolution within 24 hours.
CelPlan or partner field personnel will notify the monitoring staff (by phone) before field visits to notify such visit. Once the resolution is achieved, CelPlan will provide a phone call or email in order to provide the completion status.
In situations where vandalism is suspected and/or reported, the procedure is for our field team to remove the parts and send them to the manufacturer for full assessment and then based on their report a recommendation (and eventual quote) is sent to the customer where an approval is required for CelPlan’s team to replace/reinstall components or complete nodes.
7.2 CelPlan Support
Main CelPlan support line is available 24/7:
Phone numbers: (877)840-0734 or (703)259-4040
• Email address: [email protected]
7.3 CelPlan Escalation Procedure
For emergencies and report of structural support problems, the following additional CelPlan contacts are provided: Paulo Leite (COO): (703)259-4025 / [email protected] Leonhard Korowajczuk (CEO/CTO): (703)259-4022 / [email protected] Redlands Regular Meeting of 10-15-24
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EXHIBIT “F”
GENETEC GLOBAL & PRIVACY POLICY
7.4 Genetec Global Privacy
At Genetec, we are committed to protecting our customers’ personal data. This document will help you understand how we collect, manage and use their and their users’ personal data as part of our provision of our products and services to you.
In essence, we (Genetec Inc., together with our affiliates, licensors, partners and contractors, including their respective successors and assigns, referred to as “Genetec”, “we”, “us” or “our”) need to collect certain personal data about our customer (either you as an individual, or the legal entity that you represent, or for the benefit of which you are agreeing to these terms and have the full power and authority to bind contractually, as applicable; referred to as “Customer”, “you”, “your” or “yours”) in order to be able to provide such Customer and/or its employees or other authorized users acting on its behalf (each a “user”) with our products. We promise to work hard to preserve the integrity and the security of Customer’s information (including that of its users) under our control. We will only use Customer’s data in a manner consistent with this privacy policy, and will not share it with anyone for any other purpose.
In this document, the expression “personal data” means any information relating to an identified or an identifiable natural person. Such information may include, for example, the person’s name, address, contact information (such as telephone numbers or email addresses), age, and gender. We further use the term “product” to refer to any product, service, solution or other offering made available by Genetec.
WE STRONGLY ENCOURAGE YOU TO CAREFULLY READ THIS DOCUMENT. YOUR (INCLUDING YOUR USERS’) USE OF OUR PRODUCTS WILL MEAN THAT YOU ARE AWARE OF THE
COLLECTION, STORAGE, USE AND DISCLOSURE OF PERSONAL DATA IN THE MANNER DESCRIBED IN THIS DOCUMENT.
1. Why we need to collect personal data
We need to collect certain personal data to better understand Customer’s needs and preferences, and to provide our products to Customer and its users. Additionally, we may rely on such personal data to contact Customer regarding Customer’s Genetec™ account, upcoming changes, improvements, software updates and upgrades, as well as to improve the effectiveness of our offerings, to conduct research, analysis and other business activities, as further explained in this privacy policy. In any event, the personal data will not be used, made available or otherwise disclosed for purposes other than those specified herein, unless we obtain Customer’s prior approval or are required to do so by law.
2. What kind of personal data may be concerned
General
We make available a variety of products, any combination of which may be procured by Customer.
Consequently, the scope and nature of information collected by us varies based on the products used by Customer. In any case, we access and collect personal data only to the extent necessary to ensure that Customer can access and use the products that it has procured. We may further collect information to identify and associate Customer with its Genetec account. This includes Customer’s name, contact information, including mailing address, email addresses of certain users entitled to access and use the products for or on behalf of Customer, as well as other unique identifiers attributed to Customer (including its users) by us or by other service provider, as the case may be.
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disclose certain personal data to us when you contact us, or when you choose to store certain personal data in our products as part of your use of such offerings.
Please refer to relevant product privacy sheets for more information on the personal data that is collected and processed by us in relation to such product.
Personal data collected in relation to our products
Generally, our products may be grouped in four categories: on-premise software, cloud services, hybrid products and mobile applications. Below, you will find an overview of the type of information that may be collected and processed by us in relation to your use of our products. However, we encourage you to refer to the relevant product privacy sheet to better understand what information may be collected and processed by us in relation to your use of such product.
The first category combines our software products that are installed on infrastructure provided by or on behalf of Customer. In these cases, all personal data remains stored in the Customer’s systems, and will not be shared with Genetec. Customer may, however, for its convenience, choose to enable the automated modules – known as the Genetec Update Service (GUS) and the System Availability Monitor (SAM) – which would respectively allow Customer, among other things, to receive automated software and firmware updates, security notifications, and other relevant nonmarketing content, and monitor the status of their physical security infrastructure. These modules, when enabled, will monitor and send to our systems information pertaining to the configuration, status and health of software and hardware associated with your installation of our on-premise products.
The second category groups cloud products that are hosted on systems made available by us. The extent of personal data that may be collected and processed by us as part of our cloud products will vary based on the type of cloud product being used.
Our hybrid products category represents products that are generally installed on infrastructure provided by or on behalf of Customer (with all of the personal data being hosted on-premise, as outlined above), but additionally require an internet connection to ensure that Customer holds a valid subscription to use such hybrid product.
We may also make available certain mobile applications to Customer in relation to its use of our products.
Generally, our mobile applications are an extension of Customer’s other Genetec products. Our mobile applications only collect and send to our systems a limited set of information, which includes hardware and operating system information, web browser version, certain anonymous usage data, as well as the mobile device’s geographic location. All other information remains stored on the mobile device or in the relevant Genetec product.
Personal data collected in relation to Customer accounts When you create a customer account with us in association with any Genetec product, we will require you to submit to us certain personal data to identify you (including your users) as the holder of such customer account, but also to protect information associated with your customer account from unauthorized disclosure. Such personal data may include, but is not limited to, Customer full name, user full name, address, contact information, you Genetec account username and password. It is your responsibility to provide all necessary information to and obtain all relevant approvals and consents from all your users in relation to their access and use of our products.
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When Customer contacts us, whether by phone, chat, email, through our websites or otherwise, we may keep a record of such communications to help solve issues that Customer might be dealing with, but also for training, quality assurance and statistical purposes, as well as to improve our products. Please note that we may aggregate personal data to generate various performance, analytical and statistical data, as well as to develop new products. When we do so, we ensure that such information becomes anonymized and may no longer be associated with an identifiable individual.
Personal data collected via our websites
When you visit our websites, we may collect certain information automatically from your device. In some countries, including countries in the European Economic Area, this information may be considered personal data under applicable data protection laws. Specifically, the information we collect automatically may include information like your IP address, device type, unique device identification numbers, browser- type, preferences, broad geographic location (e.g. country or city-level location) and other technical information. We may also collect information about how your device has interacted with our Website, including the pages accessed and links clicked. Collecting this information enables us to better understand the visitors who come to our website, where they come from, and what content on our website is of interest to them. We use this information for our internal analytics purposes and to improve the quality and relevance of our website to our visitors.
Some of this information may be collected using cookies and similar tracking technology (collectively, “Cookies”). We use cookies to collect and use personal data about you. For further information about the types of Cookies we use, why, and how you can control Cookies, please see our Cookie Notice.
3. Who may have access to personal data
At Genetec, we recognize and respect the importance of protecting our customer’s personal data. Keeping personal data in strict confidence is a core part of our commitment to service excellence. We do not sell or rent any personal data to any third party. However, to provide Customer with our products, we may share Customer’s personal data with our affiliated companies, parent entities and subsidiaries, for internal business purposes, as well as with our partners acting on our behalf in relation to the provision of such products.
As many other service providers, we use third party partners’ help in some aspects of our business operations, which, in some cases, involves processing or handling of Customer’s personal data. However, before we do so, we take appropriate measures to safeguard personal data, and to ensure that it is used only in a manner consistent with this privacy policy.
These measures also include protecting personal data within our organization. Such information may only be accessible by those employees, agents, representatives and contractors of Genetec who need to know such information as part of their duties. We further ensure that our employees, agents, representatives and contractors perform their duties in a way compatible with the terms and conditions described in this document.
We may be required to disclose information that we have on Customer and its users (including its and their personal data) to governing and law enforcement authorities, including where required by law, a court order, or by other legal obligations that we may have in any jurisdiction.
4. How we protect personal data
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We work diligently to maintain administrative, technical and physical controls consistent with industry best practices to protect Customer’s personal data against unauthorized access or use. We leverage industry-leading technologies, including server authentication and data encryption, to protect personal data during transit over the internet and at rest.
5. Where personal data may be processed
While our global headquarters are based in Montreal, Canada, Genetec, together with our partners and affiliated companies, operate in various locations worldwide. As a result, we may store or otherwise process personal data in many places around the world, including outside the state, province or country where Customer is located, in which case personal data may become subject to foreign laws, and, therefore, may be available to the governing authorities under local laws and regulations. We will use various legal and contractual means to ensure that data transfers are done in compliance with applicable laws and industry best practices.
In certain cases, we may enable Customer to choose the location of data centers where we will store Customer’s personal data. Please note that the availability of choice of data center locations varies based on the product, as well as on Customer’s geographical location.
If Customer is a resident of the European Union (EU) or the European Economic Area (EEA), we make sure that his/her personal data is transferred to third countries outside the EU/EEA that are deemed "adequate" by the European Commission (a list of adequate countries is available here). Alternatively, where your personal data is not sent to a country that provides adequate protection, we will put in place appropriate safeguards to ensure that your personal data remains protected while it is being processed outside the EU/EEA in accordance with applicable privacy laws. These appropriate safeguards may include signing the European Commission’s Standard Contractual Clauses with the group entity, third party service provider or partner outside the EU/EEA with whom we share your personal data. For further information about transfers of personal data, please refer to the “How to contact us” section below.
6. Keeping personal data accurate and up-to-date
We rely considerably on your personal data to ensure that we provide Customer with the best possible experience. It is, therefore, important that your personal data available to us remains up to date. As such, if you notice that the information that we have on Customer in our files is no longer accurate or is incomplete, we strongly encourage you to contact us with the most current information. Not doing so may, in some cases, affect our capacity to deliver to our products. Note that before updating Customer’s personal data, we may ask you to verify your identity before we can act on the request.
7. Retention of personal data
Customer’s personal data will be stored in accordance with our retention policies and processes. We will keep Customer’s information only for as long as it is necessary for us to fulfill our obligations. Thereafter, we will put necessary efforts to permanently dispose of your personal data, unless we are required to keep it for legitimate business or legal purposes.
8. Legal basis for processing personal data
The legal basis for collecting and using the personal data described above will depend on the personal data concerned and the specific context in which we collect it. However, we will normally collect personal data from you only where we have your consent to do so, where we need the personal data to perform a contract with you or to comply with applicable laws, or where the processing is in our legitimate interests and not overridden by your data protection interests or fundamental rights and freedoms.
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If we ask you to provide personal data to comply with a legal requirement or to perform a contact with you, we will make this clear at the relevant time and advise you whether the provision of your personal data is mandatory or not (as well as of the possible consequences if you do not provide your personal data).
Similarly, if we collect and use your personal data in reliance on our legitimate interests (or those of any third party), we will make clear to you at the relevant time what those legitimate interests are.
In other situations, Customer (including its users) must always give us clear consent for the collection, use and processing of personal data in order for us to do so. This can be done in several ways, for example, by phone, chat, email, by click of a button, or other similar means.
Occasionally, a Customer may give us access to, or provide us with, additional personal data which may be necessary to enable us to provide our products to Customer. This may, for example, happen when Customer chooses to enable a relevant feature in a product. In such case, we will treat such personal data in accordance with the terms of this privacy policy and the applicable laws.
When Customer procures or uses our products, Customer acknowledges and agrees that Customer has the necessary authority and all relevant consents (including those that may be required from its uses) to transfer such personal data to us, and allow us to treat such personal data in accordance with this privacy policy.
9. Minors
The products that we provide are not intended for individuals below the age of 18. If you are under 18, please do not provide your personal information to us.
10. Openness and accountability
Within Genetec, our privacy team is responsible for our security and privacy-related matters, including the application of this privacy policy. He and his team oversee training of our staff to ensure security compliance and to raise privacy awareness. Security, transparency and integrity are among the key values at Genetec. We will gladly answer any questions or concerns that you may have with respect to your privacy or the security of your personal data, or if they wish to request a correction of your personal data in our custody or control. Please do not hesitate to reach us by visiting the “contact us” section of our website.
11. Your data protection rights
You have the right to request access to, and obtain a copy of, your personal data. You may also request that any personal data that is inaccurate or incomplete be rectified or completed. Note however that, in some cases, we may not be able to provide you access to your personal data. This may occur when providing such access would be likely to impact the privacy or the security of a third party, or for other valid reasons in accordance with applicable laws. In these events, we will advise you in writing of the grounds of our decision.
Under certain legal conditions (for example, where the personal data is no longer needed to achieve the purposes for which the information was initially collected) you may request that your personal data be erased. In addition, you may object to the processing of your personal data, ask us to restrict processing of your personal data or request portability of your personal data under certain legal conditions.
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In situations, other than those outlined above in this section, where the processing of your personal data is based on your consent, you have the right to withdraw your consent at any time. Please note, however, that withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect processing of your personal data conducted in reliance on other lawful processing grounds (such in relation to your account or use of your products under a contract).
You also have the right to opt-out of electronic marketing communications that we may send you at any time and free of charge. You may exercise this right by clicking on the “unsubscribe”, “opt-out” or other similar links in the marketing e-mails that we may send you. To opt-out of other forms of marketing (such as postal marketing or telemarketing), please contact us using the contact details provided under the “How to contact us” heading below. However, we may still contact you using your contact information for example to share important technical or functional information relating to your account or use of our products.
If we are unable to resolve an issue to your satisfaction, you may choose to request assistance from, or submit a complaint to, the privacy authorities, such as the Privacy Commissioner of Canada, who may be contacted at 1-800-282-1376
You may exercise any of the rights described above at any time by contacting us as described under the “How to contact us” section below. We will respond to your request in accordance with applicable data protection laws.
12. How to contact us
If you have any questions, concerns or complaints about this privacy policy, or the way we process your personal data, or if you want to exercise your rights as described above, please contact our Data Protection Officer and our privacy team by email at [email protected], or by postal mail at the following address:
2280 AlfredNobel Blvd., Suite 400, Montreal, QC, H4S 2A4, Canada. .
13. Updates to this privacy policy
Continuous improvement of our products is key to our goal to providing our customers with the most innovative and relevant solutions. We, therefore, continuously implement new technologies and improving our processes, software and services, which may require us to update this privacy policy from time to time, without prior notice. However, if we make any major changes to our privacy practices, we will publish a relevant notice on our corporate website.
The revised version of this document terms will take effect as soon as it is made available on our website with regards to all new customers. If any revision to this policy outlines any material changes to the way that we use or otherwise process any personal data, we will provide a more prominent notice.
Where applicable, we will also provide Customer with instructions on how to opt in to or opt out from our new products, or communications. Note that some aspects of our products may not be available to Customer if Customer chooses to opt out from certain communications.
This privacy policy has been last updated on December 4, 2019. Please note that this version takes into account the provisions of Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
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7.5 Genetec Privacy Policy
Product Privacy Sheet - Genetec™ Security Center
This document is a supplement to the Genetec Privacy Policy and applies to the following Genetec product: Genetec™ Security Center.
December 4, 2019
This document is a supplement to the Genetec Global Policy available above (Section 7.4) and applies to the following Genetec Product (the “Product”): Genetec™ Security Center.
Overview
As part of your use of the Product, you (either you as an individual, or the legal entity that you represent, as applicable; referred to as “you”, “your” or “yours”), or your users, may upload, receive or generate certain information or data (“Data”). This document outlines what type of Data is concerned and to what extent Genetec (also referred to as “we”, “us” or “our”) may access, store, use or otherwise process (referred to as “processing”, “process” or other similar words) your Data.
Deployment environment
Please keep in mind that the Product deployment environment may impact the scope of Data processing. It is therefore essential to determine how the Product will be deployed in order to fully understand the implications of Data access.
The deployment in a “Local Environment” means that the Product is deployed in an infrastructure not provided by Genetec, all Data is stored in the data hosting systems and servers provided by you and is not made available to Genetec except as outlined in this document.
The deployment in a “Cloud Environment” means that the Product is deployed in the hosting environment provided by Genetec (and hosted by Microsoft Azure in its secure Azure data centers). The environment will normally contain the data of other Genetec customers, but each customer’s respective Data is logically segregated so that no one single customer may see or access other customers’ Data. Your Data will not be visible to any other customer using their instance of the Product from the same Cloud Environment.
When the Product is provided in a combination of a Cloud Environment and a Local Environment, we refer to such deployment as a Hybrid Environment. In these cases, the accessibility of the Data will vary according to the design of the deployed Product. Please refer to the description of Data use cases above to determine how such Data will be processed by us.
What type of Data will be captured by the
Product? Common components
Directory
The Security Center Director (“Directory”) is the component of the Product that manages all system configurations, settings and other Data listed below, which will all remain in the Product until it is deleted.
User Data: The Directory is responsible for the authentication of all user connections and, as such, will capture user identifiers to uniquely identify authorized users. This includes their name, e-mail address, and contact information that is configured in the Product. Additionally, the Product keeps a record of all user activities as part of its audit trail, which may also include changes to the system configuration made by each Redlands Regular Meeting of 10-15-24
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user. By default, this Data is stored for a period of 90 days, but you may disable its capture.
Usage Data: The Directory captures certain non-personal statistical and usage Data, such as the user action type, the type of capture (manual or automatic), and so forth. Usage Data does not contain any of your personal or confidential Data.
System configuration: Various Data regarding your configuration settings will be captured by the Product through the Directory, such as the operating system language used, your Product identification, the version of the Genetec products installed on your device, and so forth.
GUS and SAM
The Product includes two connected services that you may enable at your discretion: GUS and SAM.
The first, the Genetec Update Service (GUS), enables you to update your Product when a new release becomes available to you. Among other things, GUS allows you to receive automated software and firmware updates, security notifications and other relevant non marketing content. To do so, GUS collects Data about your system usage, comprised of directories, roles, units, entities that you have in your security system and their availability (up and down times), which does not contain any personal information.
The second, the System Availability Monitor (SAM), allows your system administrators (which may include your system integrator) to have a general overview of the status and availability of any security systems connected to the Product. To do so, SAM will use the same Data as collected by GUS to compile statistics on the availability and health of the Product, such as the uptime percentage, the average time between errors and the average time an entity takes to come back online. SAM requires an active subscription to Genetec Advantage program to operate.
To facilitate proactive support and improve communication, GUS and SAM are configured to allow Genetec to receive Data described above by default. You may choose to enable GUS and SAM on an anonymous basis, meaning that all the Data submitted to Genetec will be kept in an aggregate manner with the like Data from other Genetec customers and we will not be able to identify you as the source of such Data. You may also select to disable GUS and SAM, in which case no Data will be collected. Please note, however, that these last two options might limit some of the respective service’s capabilities.
Optional components
As the Product is a modular platform, you need to obtain a license to use one or more of its optional components to fully leverage the capabilities of the Product. The Data collected by the Product will vary depending on the component covered by your license, as described below.
Omnicast™
Omnicast™ is our video management system, the core function of which is to record and enable you to manage video footage from your connected cameras. Omnicast™ is only available for deployment in Local Environments and, as such, none of the Data listed below will be made available to Genetec.
Video recording and metadata: The Product captures video recording from each camera enrolled in the Product, including the associated metadata, including timestamps, geolocation, and so forth.
Device Data: The Product will also capture Data on the connected cameras, such as their respective name and model. This information will also be used by the Product to recommend and make available to you firmware updates available for such cameras, where the feature is supported.
AutoVu™
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AutoVu™ is our automatic license plate recognition system. AutoVu™ works natively with our AutoVu™ Sharp cameras. These cameras are designed to capture relevant Data allowing you to use them with AutoVu™, Genetec Patroller™ and/or Genetec Motoscan™ systems. To provide protection against system or network failures, these devices are designed to capture, and store internally, license plate identification, images and metadata (including timestamps and the geolocation) until such Data is offloaded.
Below is a list of the Data collected and stored as part of your use of AutoVu™, irrespective of the infrastructure in which you deploy the Product. AutoVu™ systems are available for deployments in Local, Cloud or Hybrid Environments. Additionally, the Data collected as described below is stored according to the retention periods you define, which may vary depending on the type of Data.
License plate identification: The Product will capture and recognise all license plate identification to enable you to geographically locate the vehicle identified using the Product. This includes the license plate number and the state / province / country of issuance.
Images and metadata: The Product further captures images of a vehicle identified using the Product, as well as the associated image metadata, such as the vehicle’s make and model, its speed, relative motion and the like. This may include images of the license plate of the vehicle, the vehicle itself and images of the surrounding areas, which may include images of individuals passing by at the time the images were captured.
Device Data: The Product captures device Data on the AutoVu™ Sharp cameras connected to your AutoVu™ system, including the name and model of the connected cameras. The Product will further capture unique device identifiers on devices used to capture the Data of the vehicle identified using the Product, which may include unique identifiers of cameras, computers, sensors and other hardware or software used to capture and process such Data as part of the use of the Product.
Event Data: Based on your configuration of the Product, it will use the license plate identification, images and metadata (as described above), as well as the time when the captured event occurred and its geolocation to generate Data related to the event, such as parking sessions information and parking ticket transactions.
You may also choose to import additional Data into the Product, such as permit lists and hot lists. With this imported Data, you can further configure the Product to handle events to include whether a vehicle is being looked for or not, whether a permit is valid or not, the capacity of the parking lot visited, descriptive information of vehicles you are looking for, and so forth.
Genetec Patroller™ and Genetec Motoscan™
Just like AutoVu™, Genetec Patroller™ and Genetec Motoscan™ are our specialized license plate recognition software. However, Genetec Patroller™ is intended for in vehicle deployments only, while Genetec Motoscan™ is intended for deployments on scooters and similar mobile vehicles. Genetec Patroller™ and Genetec Motoscan™ may connect to your instance of AutoVu™ but are designed to be autonomous and disconnected. Depending on your needs, you can therefore choose to store all Data locally, until offloaded into AutoVu™.
License plate Data: The Product will capture the same license plate Data as captured by AutoVu™ and described above.
Event Data: The Product will capture the same event Data as captured by AutoVu™ and described above.
Configuration settings: The Product will collect various information regarding its settings, such as whether the Product is configured for traffic or law enforcement purposes, and the version of the Genetec Patroller™ used.
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IP address: Finally, the Product will share its IP address with your instance of AutoVu™, and vice-versa, to ensure that the two systems interconnect to enable you to offload your Data from Genetec Patroller™ to AutoVu™.
Synergis™
Synergis™ is our access control system and allows you to control people access and flow on your site.
Permanent users and visitor Data: To allow you to configure access rights, the Product will collect various Data about the individuals to whom you grant such access rights, whether they are permanent users (such as your employees or contractors) or visitors. This includes the first and last name of these individuals, as well as any other attributes that you choose to enter to identify a person. Depending on your choice, these custom fields may include personal Data. This Data will be stored in the Product until you decide to delete it.
Access history: The Product will collect Data regarding the access history of a permanent user or a visitor, such as the places visited, the check-in and check-out time, if an access was denied or granted and the reason for the denied access, and so forth. By default, access history Data will be kept in the Product for a period of 90 days, but you may choose a different retention period.
Device Data: To leverage the Product and associate access rights with entry points, various Data related to the devices and the physical location they control will be collected, such as the name and model of the door sensors, the name of the access control readers, the format of the access cards, the door name, the name of an area or a zone, and so forth.
Federation™
Federation™ allows you to connect multiple Security Center installation instances that you use to secure your premises into a single virtual system. Federation™ allows you to use individual instances of Security Center to view, manage and control remotely other compatible Security Center installation instances forming part of your virtual system.
Federation™ does not store any Data, but solely allows remote access and transfer of your Data between interconnected Security Center instances forming part of your security infrastructure. However, certain Data related to your federated systems will be retained in the Directory of your local Security Center system, such as the name of your connected cameras, and other non-personal Data. In the case of Synergis™, a copy of your Permanent users and visitors Data (as defined above) will also be stored in the Directory. The retention period for this Data is configured by you.
Genetec Citigraf™
Genetec Citigraf™ enables you to connect sensors and other data sources to have a centralized view of your operations. It solely allows remote access to Data from connected sources and is not designed to store any of that Data. Genetec Citigraf™ may, however, allow you to retain the geolocation and timestamps for events that you choose to track to improve event searching capabilities.
Genetec Citigraf™ is only available for deployment in Local Environments. Genetec Mission Control™
Genetec Mission Control™ is our collaborative decision management system. Available for deployment only in Local Environments, Genetec Mission Control™ remotely accesses Data from connected sensors and security devices to guide your security team to follow your organization-specific processes when an event (such as an incident) occurs.
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Genetec Mission Control™ allows remote access to Data from connected sources and is not designated to store any of that source Data.
Incident Data: To allow for efficient incident management, the Product will collect various Data related to each captured incident, including the time at which it occurred and the source of the event. This Data will be retained in the Product for a period of 90 days by default, but you may choose to define a different retention period.
Operator performance Data: You can further monitor the performance of your operators and the actions taken to resolve the incident. As such, the Product will therefore retain the time to response and the time to resolution to each incident. Plus, the Product allows you to pre-set questions to be answered by your operators and provides a section should you or your operations wish to add comments in relation to a specific incident. This Data will be retained in the Product for a period of 90 days by default, but you may choose to define a different retention period.
Sipelia™
Sipelia™ allows you to make, receive and manage session initiation protocol (SIP) based voice and video calls over a network.
Audio/Video recording and metadata: To allow you to manage your calls, either to answer them, forward them or put them on hold, the Product will capture various Data related to the calls received. This includes the audio and video recording of the call, the call start and end time, the call type, the call state, and so forth.
By default, this Data will be kept for a period of 30 days, but you may choose a different retention period.
The Product also allows you to solely retain video or audio content, or none, as part of your retention configuration.
Device information: The Product captures Data related to the devices connected to it, such as the name of the intercom, the intercom extension, and so forth. This Data is captured to allow you to generate reports based on your needs.
Third-Party Software and Plugins
The Product further allows you to connect to compatible third-party software, hardware and plugins in order to import Data into the Product. Therefore, depending on your configuration and these third parties’ policies, your Data may be accessible to them. In this event, such access is subject to their own terms and conditions and is expressly excluded from the scope of this document.
The same applies to the various add-ons that you can procure to complement the Product, which are not covered by this document.
Data access
Your Data may be accessed only by the authorized system administrators (which may include your system integrator) and users with appropriate access privileges, as defined by you.
To the extent that you deploy the Product in a Local Environment, no Data will be made available to Genetec, except for GUS and SAM, when enabled.
To the extent that you deploy the Product in our Cloud Environment, your Data will be processed in our data centers in the manner described in this document. A limited number of our employees will have access to your Data to enable us to provide you with the service.
To that extent that Genetec provides support to you with regards to the Product, our support team will only have access to information that you submit to us as part of your support request or to which you decide to grant us access through the Product. As such, in certain cases, we may ask you to share additional Redlands Regular Meeting of 10-15-24
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information with us to be able to respond to your request for support. Unless otherwise stated in this document, Genetec employees will not have access to your Data.
Data ownership
You will always remain the owner of your Data. You are fully responsible for the content of your Data, which includes obtaining all rights, consents, authorizations and other approvals from all relevant third parties which may be necessary for you to make available your Data to us as part of your use of the Product, and for us to process your Data in accordance with the terms of our privacy policy and this document.
This document has been last updated on December 4, 2019. The latest version of this document may be found at www.genetec.com/legal/pps-gsc. We invite you to subscribe to the legal notifications in our Email Subscription Center to, among other things, be notified of any major changes to this document.
Leonhard Korowajczuk (CEO/CTO): (703)259-4022 / [email protected]
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EXHIBIT "G"
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 self-insurance in accordance with the provisions of that Code, and I will comply with suc h 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.
CELPLAN TECHNOLOGIES, INC
By:________________________________ Date: ___________________ Paulo Leite, Chief Operations Officer
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City Council Meeting K. 5.
DATE: 10/15/2024
TO: Honorable Mayor and City Council Members
SUBJECT: Consideration of an Agreement with Tyler Technologies, Inc. for five years, for an amount not to exceed $586,526, for Software Maintenance and Support of the City's Enterprise Resource Planning System (Management Services/Finance Director Garcia) MOTION(S):
If the City Council determines that staff’s recommendation is appropriate, the following motion is provided:
I move that the City Council approve an agreement with Tyler Technologies, Inc. for an amount not to exceed $586,526, for software maintenance and support of the City’s existing Financial Accounting and Human Resource Management System.
RECOMMENDATION:
Staff recommends that the City Council approve an agreement with Tyler Technologies, Inc. for an amount not to exceed $586,526 for software maintenance and support of the City’s existing financial accounting and human resource management system.
DISCUSSION:
In 2019, the City procured a new financial accounting and human resource management system from Tyler Technologies, Inc. (Tyler). Tyler's Enterprise Resource Planning (ERP) Software system includes major functions within finance administration and purchasing as well as functions within human resources. These functions include general ledger accounting, accounts payable, project & grant accounting, budgeting, purchasing, capital assets, payroll, and human capital management. The ERP system also includes content/document management, reporting & analytics, and a financial statement builder.
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builder.
Since this purchase in 2019, Tyler has provided software maintenance and support to City staff through the previous software and implementation services agreement. Payment of the annual invoice ensures access to routine software updates and technical support. Tyler’s ERP has become an integral part of the everyday functions of the City of Redlands, and without such support services, the system could be rendered unusable.
As with many other software applications in use by the City, this software is proprietary. Support and maintenance services are only available from the software manufacturer, making this a sole source procurement.
The attached agreement provides for five years, with Year 1 maintenance and support fees totaling $106,146, and with Tyler contracting to not increase annual support and maintenance fees by more than five percent (5%) per year for four (4) one (1) year renewal terms. This brings the potential maximum value of the agreement to $586,526.
ALTERNATIVES:
City Council may choose to reject, modify, or table the proposed agreement.
However, this agreement is recommended in order to maintain the City's ERP system.
STRATEGIC PLAN:
N/A
SUBMITTED BY:
Danielle Garcia, Management Services/Finance Director
RECOMMENDED BY:
Charles M. Duggan Jr., City Manager
REVIEWED BY:
Albert Maldonado, Special Counsel
Janice McConnell, Assistant City Manager
Dana Abramovitz-Daniel, Procurement Manager
PREPARED BY:
Valerie Abrego, Management Analyst
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Fiscal Impact
Fiscal Year: FY 2024-25
Revenue Generating: N/A
Appropriation Required Y/N: No
Amount: $586,526.00
Budgeted Y/N: Yes
Account No.: 604900
Discussion:
The first year of annual maintenance for this system totals $106,146.45, and each subsequent term will be limited to an increase of no more than 5% of this amount. Funding for this expense was included in the FY 2024-25 budget for Management Services/DoIT. Funding for subsequent years’ maintenance will be included in future budget requests for Management Services.
Attachments
Agreement with Tyler Technologies
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1 LICENSE AND SERVICES AGREEMENT
This License and Services Agreement is made between Tyler Technologies, Inc. and the City of Redlands, a municipal corporation.
WHEREAS, Client and Tyler were parties to an agreement dated April 16, 2019 (the “License Agreement”), under which Tyler granted Client a limited license to the Tyler Software known as Enterprise Resource Planning;”
WHEREAS, under the License Agreement Client’s perpetual licenses to the Tyler Software listed above are fully paid for;
WHEREAS, under the License Agreement Tyler also provided Client maintenance and support services, subject to annual maintenance and support fees;
WHEREAS, Tyler and Client desire to terminate the License Agreement and replace it with this Agreement effective April 16, 2024, to restate the terms of its license grant and, on a term beginning April 16, 2024, for Tyler to provide and Client to receive and pay for continued maintenance and support services from Tyler as set forth in the Investment Summary under the terms of this Agreement;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth in this Agreement, Tyler and Client agree as follows:
SECTION A – DEFINITIONS
• “Agreement” means this License and Services Agreement. • “Business Travel Policy” means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B.
• “Client” means the City of Redlands, California.
• “Defect” means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our then-current Documentation.
• “Defined Named Users” means the maximum number of named users that are authorized to use the Enterprise Permitting & Licensing labeled modules identified in the Investment Summary, if any.
• “Developer” means a third party who owns the intellectual property rights to Third Party Software.
• “Documentation” means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation.
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2 • “Effective Date” means April 16, 2024.
• “Force Majeure” means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us. • “Investment Summary” means the agreed upon cost proposal for the software, products, and services attached as Exhibit A.
• “Invoicing and Payment Policy” means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit B.
• “Maintenance and Support Agreement” means the terms and conditions governing the provision of maintenance and support services to all of our customers. A copy of our current Maintenance and Support Agreement is attached as Exhibit C. • “Order Form” means an ordering document that includes a quote or investment summary and specifying the items to be provided by Tyler to Client, including any addenda and supplements thereto.
• “Support Call Process” means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C.
• “Third Party Hardware” means the third party hardware, if any, identified in the Investment Summary.
• “Third Party Products” means the Third Party Software and Third Party Hardware. • “Third Party SaaS Services” means software as a service provided by a third party, if any, identified in the Investment Summary.
• “Third Party Services” means the third party services, if any, identified in the Investment Summary.
• “Third Party Software” means the third party software, if any, identified in the Investment Summary.
• “Third Party Terms” means, if any, the end user license agreement(s) or similar terms for the Third Party Products or other parties’ products or services, as applicable, and attached as indicated at Exhibit D.
• “Tyler” means Tyler Technologies, Inc., a Delaware corporation. • “Tyler Software” means our proprietary software, including any integrations, custom modifications, and/or other related interfaces identified in the Investment Summary and licensed by us to you through this Agreement.
• “we”, “us”, “our” and similar terms mean Tyler.
• “you” and similar terms mean Client.
SECTION B – SOFTWARE LICENSE
1. License Grant and Restrictions.
1.1 We continue to grant to you a license to use the Tyler Software for your internal business purposes only, in the scope of the internal business purposes disclosed to us as of the Effective Date. You may make copies of the Tyler Software for backup and testing purposes, so long as such copies are not used in production and the testing is for internal use only. Your rights to use the Tyler Software are perpetual but may be revoked if you do not comply with the terms of this Agreement.
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3 1.2 Without limiting the terms of Section 2.1, you understand and agree that the Tyler Software set forth in the Investment Summary as subscription or software as a service (“SaaS”) do not include perpetual rights. If you do not pay the required annual fee in accordance with the Invoicing and Payment Policy, your right to use the applicable Software will be suspended unless and until payment in full has been made. Tyler Software provided as SaaS is subject to the Tyler SaaS Services Terms and Service Level Agreement in Exhibit E.
1.3 The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only.
1.4 You may not: (a) transfer or assign the Tyler Software to a third party; (b) reverse engineer, decompile, or disassemble the Tyler Software; (c) rent, lease, lend, or provide commercial hosting services with the Tyler Software; or (d) publish or otherwise disclose the Tyler Software or Documentation to third parties.
1.5 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement.
1.6 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer.
1.7 Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/about- us/compliance, and in the event of any change in our status, will comply with applicable notice requirements.
1.8 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties. We own the title, copyright, and other intellectual property rights in the Tyler Software and the Documentation. The Tyler Software is licensed, not sold.
2. License Fees. There shall be no further license fees owed by you for the Tyler Software you licensed purchased under the Initial Agreement. Should you license additional Tyler Software through this Agreement or by subsequent amendment thereto, you agree to pay us the license fees in the amounts set forth in the applicable Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy.
3. Limited Warranty. We warrant that the Tyler Software will be without Defect(s) as long as you have a Maintenance and Support Agreement in effect. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect as set forth in the Maintenance and Support Agreement.
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4 SECTION C – PROFESSIONAL SERVICES
1-A. The parties acknowledge that, as of the Effective Date, this Agreement does not include professional services. If professional services are sought in the future, they will be subject to the terms and conditions of this Section C as well as the remainder of this Agreement:
1. Services. We will provide you the various implementation-related services itemized in the Investment Summary and the applicable Statement of Work, if any.
2. Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours.
3. Additional Services. The Investment Summary contains the scope of services and related costs (including programming and/or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days from the date of the quote.
4. Cancellation. If you cancel services less than three (3) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) daily fees associated with cancelled professional services if we are unable to reassign our personnel and (b) any non-refundable travel expenses already incurred by us on your behalf. We will make all reasonable efforts to reassign personnel in the event you cancel within three (3) weeks of scheduled commitments.
5. Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with industry standards. In the event we provide services that do not conform to this warranty, we will re-perform such services at no additional cost to you.
6. Site Access and Requirements. At no cost to us, you agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us as of the Effective Date, and thereafter as mutually agreed to by you and us. You further agree to provide a reasonably suitable environment, location, and space for the installation of the Tyler Software and any Third Party Products, including, without limitation, sufficient electrical circuits, cables, and other reasonably necessary items required for the installation and operation of the Tyler Software and any Third Party Products.
7. Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with us to schedule the implementation-related services outlined in this Agreement. We will not be liable Redlands Regular Meeting of 10-15-24
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5 for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such cooperation and assistance (either through action or omission).
8. Background Checks. For at least the past twelve (12) years, all of our employees have undergone criminal background checks prior to hire. All employees sign our confidentiality agreement and security policies.
SECTION D – MAINTENANCE AND SUPPORT
If you have purchased ongoing maintenance and support services, and continue to make timely payments for them according to our Invoicing and Payment Policy, we will provide you with maintenance and support services for the Tyler Software under the terms of our standard Maintenance and Support Agreement.
If you have opted not to purchase ongoing maintenance and support services for the Tyler Software, the Maintenance and Support Agreement does not apply to you. Instead, you will only receive ongoing maintenance and support on the Tyler Software on a time and materials basis. In addition, you will:
(i) receive the lowest priority under our Support Call Process; (ii) be required to purchase new releases of the Tyler Software, including fixes, enhancements and patches;
(iii) be charged our then-current rates for support services, or such other rates that we may consider necessary to account for your lack of ongoing training on the Tyler Software; (iv) be charged for a minimum of two (2) hours of support services for every support call; and
(v) not be granted access to the support website for the Tyler Software or the Tyler Community Forum.
SECTION E – THIRD PARTY PRODUCTS
To the extent there are any Third Party Products set forth in the Investment Summary, the following terms and conditions will apply:
1. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have purchased any, for the price set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy.
2. Third Party Software. Upon payment in full of the Third Party Software license fees, you will receive a non-transferable license to use the Third Party Software and related documentation for your internal business purposes only. Your license rights to the Third Party Software will be governed by the Third Party Terms.
2.1 We will install onsite the Third Party Software. The installation cost is included in the installation fee in the Investment Summary.
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6 2.2 If the Developer charges a fee for future updates, releases, or other enhancements to the Third Party Software, you will be required to pay such additional future fee.
2.3 The right to transfer the Third Party Software to a replacement hardware system is governed by the Developer. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance from us associated with such transfer.
3. Third Party Products Warranties.
3.1 We are authorized by each Developer to grant or transfer the licenses to the Third Party Software.
3.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and clear title to the Third Party Hardware.
3.3 You acknowledge that we are not the manufacturer of the Third Party Products. We do not warrant or guarantee the performance of the Third Party Products. However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third Party Products.
4. Third Party Services. If you have purchased Third Party Services, those services will be provided independent of Tyler by such third-party at the rates set forth in the Investment Summary and in accordance with our Invoicing and Payment Policy.
5. Maintenance. If you have a Maintenance and Support Agreement in effect, you may report defects and other issues related to the Third Party Software directly to us, and we will (a) directly address the defect or issue, to the extent it relates to our interface with the Third Party Software; and/or (b) facilitate resolution with the Developer, unless that Developer requires that you have a separate, direct maintenance agreement in effect with that Developer. In all events, if you do not have a Maintenance and Support Agreement in effect with us, you will be responsible for resolving defects and other issues related to the Third Party Software directly with the Developer.
SECTION F – INVOICING AND PAYMENT; INVOICE DISPUTES
1. Invoicing and Payment. We will invoice you for all fees set forth in the Investment Summary per our Invoicing and Payment Policy, subject to Section F(2).
2. Invoice Disputes. If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice.
You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all Redlands Regular Meeting of 10-15-24
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7 services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so.
SECTION G – TERMINATION
1. Termination. This Agreement may be terminated as set forth below. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/or services you have received, or we have incurred or delivered, prior to the effective date of termination.
Disputed fees and expenses in all terminations other than your termination for cause must have been submitted as invoice disputes in accordance with Section F(2).
1.1 For Cause. If you believe we have materially breached this Agreement, you will invoke the Dispute Resolution clause set forth in Section I(3). You may terminate this Agreement for cause in the event we do not cure, or create a mutually agreeable action plan to address, a material breach of this Agreement within the thirty (30) day window set forth in Section I(3).
1.2 Force Majeure. Either party has the right to terminate this Agreement if a Force Majeure event suspends performance of this Agreement for a period of forty-five (45) days or more.
1.3 Lack of Appropriations. If you should not appropriate or otherwise receive funds sufficient to purchase, lease, operate, or maintain the software or services set forth in this Agreement, you may unilaterally terminate this Agreement upon thirty (30) days written notice to us. You will not be entitled to a refund or offset of previously paid license and other fees. You agree not to use termination for lack of appropriations as a substitute for termination for convenience.
SECTION H – INDEMNIFICATION, LIMITATION OF LIABILITY AND INSURANCE
1. Intellectual Property Infringement Indemnification.
1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.
1.2 Our obligations under this Section H(1) will not apply to the extent the claim or adverse final judgment is based on your: (a) use of a previous version of the Tyler Software and the claim would have been avoided had you installed and used the current version of the Tyler Software, and we provided notice of that requirement to you; (b) combining the Tyler Software with any product or device not provided, contemplated, or approved by us; (c) altering or modifying the Tyler Software, including any modification by third parties at your direction or otherwise permitted by you; (d) use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties; or (e) willful infringement, including use of the Tyler Software after we notify you to discontinue use due to such a claim.
1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for Redlands Regular Meeting of 10-15-24
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8 you the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement.
1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non-infringing; (c) replace it with a functional equivalent; or (d) terminate your license and refund the license fees paid for the infringing Tyler Software, as depreciated on a straight-line basis measured over seven (7) years from the date the Tyler Software was originally licensed. We will pursue those options in the order listed herein. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims.
2. General Indemnification.
2.1 We will indemnify and hold harmless you and your agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by our negligence or willful misconduct; or (b) our violation of PCI DSS requirements or a law applicable to our performance under this Agreement. You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.
2.2 To the extent permitted by applicable law, you will indemnify and hold harmless us and our agents, officials, and employees from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for (a) personal injury or property damage to the extent caused by your negligence or willful misconduct; or (b) your violation of a law applicable to your performance under this Agreement.
We will notify you promptly in writing of the claim and will give you sole control over its defense or settlement. We agree to provide you with reasonable assistance, cooperation, and information in defending the claim at your expense.
3. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT AND TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT UNDERSTANDS AND AGREES THAT TYLER DISCLAIMS ANY LIABILITY FOR ERRORS THAT RELATE TO USER ERROR.
4. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
OUR LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A THEORY
OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO
YOUR ACTUAL DIRECT DAMAGES, NOT TO EXCEED THE THEN-CURRENT ANNUAL MAINTENANCE AND SUPPORT FEE. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS
AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE MAXIMUM
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9 SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE
FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS H(1) AND H(2).
5. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Insurance. During the course of performing services under this Agreement, we agree to maintain the following levels of insurance: (a) Commercial General Liability of at least $1,000,000 per occurrence and $2,000,000 annual aggregate; (b) Automobile Liability of at least $1,000,000 combined single limit; (c) Professional Liability of at least $1,000,000 per claim made and $2,000,000 annual aggregate; (d) Workers Compensation complying with applicable statutory requirements; and (e) Excess/Umbrella Liability of at least $5,000,000. We will add you as an additional insured to our Commercial General Liability and Automobile Liability policies, which will automatically add you as an additional insured to our Excess/Umbrella Liability policy as well. We will provide you with copies of certificates of insurance.
SECTION I – GENERAL TERMS AND CONDITIONS
1. Additional Products and Services. You may purchase additional products and services at the rates set forth in the Investment Summary for twelve (12) months from the Effective Date, and thereafter at our then-current list price, by executing a mutually agreed addendum. If no rate is provided in the Investment Summary, or those twelve (12) months have expired, you may purchase additional products and services at our then-current list price, also by executing a mutually agreed addendum.
The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum.
2. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for twelve (12) months from the Effective Date.
3. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will convene within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, then the parties shall participate in non-binding mediation in an effort to resolve the dispute. If the dispute remains unresolved after mediation, then either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures.
4. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will Redlands Regular Meeting of 10-15-24
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10 reimburse us for such taxes. If you have a valid direct-pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes, both federal and state, as applicable, arising from our performance of this Agreement.
5. Nondiscrimination. We will not discriminate against any person employed or applying for employment concerning the performance of our responsibilities under this Agreement. This discrimination prohibition will apply to all matters of initial employment, tenure, and terms of employment, or otherwise with respect to any matter directly or indirectly relating to employment concerning race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individual's ability to perform the duties of a particular job or position, height, weight, marital status, or political affiliation. We will post, where appropriate, all notices related to nondiscrimination as may be required by applicable law.
6. E-Verify. We have complied, and will comply, with the E-Verify procedures administered by the U.S.
Citizenship and Immigration Services Verification Division for all of our employees assigned to your project.
7. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld.
8. Binding Effect; No Assignment. This Agreement shall be binding on, and shall be for the benefit of, either your or our successor(s) or permitted assign(s). Neither party may assign this Agreement without the prior written consent of the other party; provided, however, your consent is not required for an assignment by us as a result of a corporate reorganization, merger, acquisition, or purchase of substantially all of our assets.
9. Force Majeure. Except for your payment obligations, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event.
10. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third Party Terms.
11. Entire Agreement; Amendment. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and representations, whether written, oral, expressed, implied, or statutory. Purchase orders submitted by you, if any, are for your internal administrative purposes only, and the terms and conditions contained in those purchase orders will have no force or effect. This Agreement may only be modified by a written amendment signed by an authorized representative of each party.
12. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law.
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11 13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non-enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non-enforcement prevent such party from enforcing each and every term of this Agreement thereafter.
14. Independent Contractor. We are an independent contractor for all purposes under this Agreement.
15. Notices. All notices or communications required or permitted as a part of this Agreement, such as notice of an alleged material breach for a termination for cause or a dispute that must be submitted to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of proof of email delivery; or (d) if not actually received, five (5) days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested) affixed and addressed to the other party at the address set forth on the signature page hereto or such other address as the party may have designated by proper notice. The consequences for the failure to receive a notice due to improper notification by the intended receiving party of a change in address will be borne by the intended receiving party.
16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and promotional materials.
17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties.
Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that:
(a) is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents;
(b) a party can establish by reasonable proof was in that party's possession at the time of initial disclosure;
(c) a party receives from a third party who has a right to disclose it to the receiving party; or (d) is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law.
18. Business License. In the event a local business license is required for us to perform services hereunder, you will promptly notify us and provide us with the necessary paperwork and/or contact information so that we may timely obtain such license.
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12 19. Governing Law. This Agreement will be governed by and construed in accordance with the laws of your state of domicile, without regard to its rules on conflicts of law.
20. Multiple Originals and Authorized Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature. Each party represents to the other that the signatory set forth below is duly authorized to bind that party to this Agreement.
21. Cooperative Procurement. To the maximum extent permitted by applicable law, we agree that this Agreement may be used as a cooperative procurement vehicle by eligible jurisdictions. We reserve the right to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing, to the scope and circumstances of that cooperative procurement.
22. Data & Insights Solution Terms. Your use of certain Tyler solutions includes Tyler’s Data & Insights data platform. Your rights, and the rights of any of your end users, to use Tyler’s Data & Insights data platform is subject to the Data & Insights SaaS Services Terms of Service in Exhibit F. By signing a Tyler Agreement or Order Form, or accessing, installing, or using any of the Tyler solutions listed at the linked terms, you certify that you have reviewed, understand, and agree to said terms.
23. Contract Documents. This Agreement includes the following exhibits:
Exhibit A Investment Summary
Exhibit B Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Exhibit C Maintenance and Support Agreement
Schedule 1: Support Call Process
Exhibit D Third Party Terms
Exhibit E Tyler SaaS Services Terms
Schedule 1: Service Level Agreement
Exhibit F Data & Insights SaaS Services Terms of Service Exhibit G ThinPrint Terms
Exhibit H DocOrigin Terms
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13 IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Agreement as of the date(s) set forth below.
Tyler Technologies, Inc. City of Redlands, California
By: By:
Name: Name: Eddie Tejeda
Title: Title: Mayor
Date: Date:
Address for Notices: Address for Notices:
Tyler Technologies, Inc. City of Redlands
One Tyler Drive 300 E. State Street, Suite 690
Yarmouth, ME 04096 Redlands, CA 92373
Attention: Chief Legal Officer Attention: ______________________________
Attest: _________________________________
Jeanne Donaldson, City Clerk
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Exhibit A
1 Exhibit A
Investment Summary
The following Investment Summary details the software, products, and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date, despite any expiration date in the Investment Summary that may have lapsed as of the Effective Date.
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Exhibit A
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Exhibit A
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Exhibit A
3 Redlands Regular Meeting of 10-15-24
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Exhibit A
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Exhibit A
5 Redlands Regular Meeting of 10-15-24
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Exhibit B
1 Exhibit B
Invoicing and Payment Policy
We will provide you with the software and services set forth in the Investment Summary. Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.
Invoicing: We will invoice you for the applicable license and services fees in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in the Agreement.
1. Tyler Software.
1.1. License Fees: License fees are invoiced as follows: 100% on the Effective Date.
1.2. Maintenance and Support Fees: Year 1 maintenance and support fees are due on the Effective Date.
1.3. SaaS & Subscription Fees: Year 1 SaaS (including hosting) fees and subscription fees are due on the Effective Date. Your annual SaaS fees and subscription fees for the initial year one term are set forth in the Investment Summary. Upon expiration of the initial term, your annual SaaS fees and subscription fees will be at our then-current rates.
1.4. Tyler will not increase annual maintenance and SaaS fees by more than five percent (5%) per year for four (4) one (1) year renewal terms.
2. Other Tyler Software and Services.
2.1. Implementation and Other Professional Services (including training): Implementation and other professional services (including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary.
2.2. Consulting Services: If you have purchased any Business Process Consulting services, if they have been quoted as fixed-fee services, they will be invoiced 50% upon delivery of the best practice recommendations, by module, and 50% upon delivery of custom desktop procedures, by module. If you have purchased any Business Process Consulting services and they are quoted as an estimate, then we will bill you the actual services delivered on a time and materials basis.
2.3. Conversions: Fixed-fee conversions are invoiced 50% upon initial delivery of the converted data, by conversion option, and 50% upon Client acceptance to load the converted data into Live/Production environment, by conversion option. Where conversions are quoted as estimated, we will bill you the actual services delivered on a time and materials basis.
2.4. Requested Modifications to the Tyler Software: Requested modifications to the Tyler Software are invoiced 50% upon delivery of specifications and 50% upon delivery of the applicable modification. You must report any failure of the modification to conform to the specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed. You may still report Defects to us as set forth in the Maintenance and Support Agreement.
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Exhibit B
2 2.5. Other Fixed Price Services: Except as otherwise provided, other fixed price services are invoiced as delivered, at the rates set forth in the Investment Summary. For the avoidance of doubt, where “Project Planning Services” are provided, payment will be due upon delivery of the Implementation Planning document.
3. Third Party Products and Hardware.
3.1. Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced when we make it available to you for downloading.
3.2. Third Party Software Maintenance: The first year maintenance fee for the Third Party Software is invoiced when we make it available to you for downloading. Subsequent annual maintenance fees for Third Party Software are invoiced annually, in advance, at then-current rates, upon each anniversary thereof.
3.3. Hardware: Third Party Hardware costs, if any, are invoiced upon delivery.
3.4. Hardware Maintenance: The first year maintenance fee for Hardware is invoiced upon delivery of the hardware. Subsequent annual maintenance fees for hardware are invoiced annually, in advance, at then-current rates, upon each anniversary thereof.
3.5. Third Party Services: Fees for Third Party Services, if any, are invoiced as delivered, along with applicable expenses, at the rates set forth in the Investment Summary. For the avoidance of doubt, Finite Matters will invoice Client directly for any services fees for Pattern Stream.
3.6. Third Party SaaS: Third Party SaaS Services fees, if any, are invoiced annually, in advance, commencing with availability of the respective Third Party SaaS Services. Pricing for the first year of Third Party SaaS Services is indicated in the Investment Summary. Pricing for subsequent years will be at the respective third party’s then-current rates.
4. Transaction Fees. Unless paid directly by an end user at the time of transaction, per transaction (order, call, message, etc.) fees are invoiced on a quarterly basis. Fees are indicated in Exhibit A and may be increased by Tyler upon notice of no less than thirty (30) days.
5. Expenses. The service rates in the Investment Summary do not include travel expenses. Expenses for Tyler delivered services will be billed as incurred and only in accordance with our then-current Business Travel Policy, plus a 10% travel agency processing fee. Our current Business Travel Policy is attached to this Exhibit B at Schedule 1. Copies of receipts will be provided upon request; we reserve the right to charge you an administrative fee depending on the extent of your requests.
Receipts for miscellaneous items less than twenty-five dollars and mileage logs are not available.
Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date. We prefer to receive payments electronically. Our electronic payment information is available by contacting [email protected].
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Exhibit B
Schedule 1
1 Exhibit B
Schedule 1
Business Travel Policy
1. Air Travel
A. Reservations & Tickets
The Travel Management Company (TMC) used by Tyler will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee’s total trip duration and the fare is within $100 (each way) of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee’s total trip duration, the connecting flight should be accepted.
Employees are encouraged to make advanced reservations to take full advantage of discount opportunities. Employees should use all reasonable efforts to make travel arrangements at least two (2) weeks in advance of commitments. A seven (7) day advance booking requirement is mandatory.
When booking less than seven (7) days in advance, management approval will be required.
Except in the case of international travel where a segment of continuous air travel is six (6) or more consecutive hours in length, only economy or coach class seating is reimbursable. Employees shall not be reimbursed for “Basic Economy Fares” because these fares are non-refundable and have many restrictions that outweigh the cost-savings.
B. Baggage Fees
Reimbursement of personal baggage charges are based on trip duration as follows:
• Up to five (5) days = one (1) checked bag
• Six (6) or more days = two (2) checked bags
Baggage fees for sports equipment are not reimbursable.
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Exhibit B
Schedule 1
2 2. Ground Transportation
A. Private Automobile
Mileage Allowance – Business use of an employee’s private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations.
Employees who have been designated a home office should calculate miles from their home.
B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost, convenience, and the specific situation reasonably require their use. When renting a car for Tyler business, employees should select a “mid-size” or “intermediate” car. “Full” size cars may be rented when three or more employees are traveling together. Tyler carries leased vehicle coverage for business car rentals; except for employees traveling to Alaska and internationally (excluding Canada), additional insurance on the rental agreement should be declined.
C. Public Transportation
Taxi or airport limousine services may be considered when traveling in and around cities or to and from airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included in the per diem rates and will not be reimbursed separately.
D. Parking & Tolls
When parking at the airport, employees must use longer term parking areas that are measured in days as opposed to hours. Park and fly options located near some airports may also be used. For extended trips that would result in excessive parking charges, public transportation to/from the airport should be considered. Tolls will be reimbursed when receipts are presented.
3. Lodging
Tyler’s TMC will select hotel chains that are well established, reasonable in price, and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as AAA should be noted in their travel profiles so that the employee can take advantage of any lower club rates.
“No shows” or cancellation fees are not reimbursable if the employee does not comply with the hotel’s cancellation policy.
Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately.
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Exhibit B
Schedule 1
3 Employees are not authorized to reserve non-traditional short-term lodging, such as Airbnb, VRBO, and HomeAway. Employees who elect to make such reservations shall not be reimbursed.
4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status within the continental U.S. are in accordance with the federal per diem rates published by the General Services Administration.
Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel expenses. Per diem rates are available at www.gsa.gov/perdiem.
Per diem for Alaska, Hawaii, U.S. protectorates and international destinations are provided separately by the Department of State and will be determined as required.
A. Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below.
Departure Day
Depart before 12:00 noon Lunch and dinner
Depart after 12:00 noon
Return Day
Dinner
Return before 12:00 noon Breakfast
Return between 12:00 noon & 7:00 p.m. Breakfast and lunch Return after 7:00 p.m.* Breakfast, lunch and dinner
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as follows:
Breakfast 15%
Lunch 25%
Dinner 60%
B. Same Day Travel
Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m.*
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner.
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Exhibit B
Schedule 1
4 5. Internet Access – Hotels and Airports
Employees who travel may need to access their e-mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee’s hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at airports are not reimbursable.
6. International Travel
All international flights with the exception of flights between the U.S. and Canada should be reserved through TMC using the “lowest practical coach fare” with the exception of flights that are six (6) or more consecutive hours in length. In such event, the next available seating class above coach shall be reimbursed.
When required to travel internationally for business, employees shall be reimbursed for photo fees, application fees, and execution fees when obtaining a new passport book, but fees related to passport renewals are not reimbursable. Visa application and legal fees, entry taxes and departure taxes are reimbursable.
The cost of vaccinations that are either required for travel to specific countries or suggested by the U.S. Department of Health & Human Services for travel to specific countries, is reimbursable.
Section 4, Meals & Incidental Expenses, and Section 2.b., Rental Car, shall apply to this section.
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Exhibit C
1 Exhibit C
Maintenance and Support Agreement
We will provide you with the following maintenance and support services for the Tyler Software.
Capitalized terms not otherwise defined will have the meaning assigned to such terms in the Agreement.
1. Term. We provide maintenance and support services on an annual basis. The initial term commences on the Effective Date and remains in effect for one (1) year. The City will have the option to renew the Agreement for four (4) additional one (1 )- year terms unless terminated in writing by either party at least thirty (30) days prior to the end of the then current term. Client may indicate its desire to renew this Maintenance and Support Agreement by paying the applicable renewal invoices issued by Tyler.
2. Maintenance and Support Fees. Your year 1 maintenance and support fees for the Tyler Software are listed in the Investment Summary, and your payment obligations are set forth in the Invoicing and Payment Policy. We reserve the right to suspend maintenance and support services if you fail to pay undisputed maintenance and support fees within thirty (30) days of our written notice. We will reinstate maintenance and support services only if you pay all past due maintenance and support fees, including all fees for the periods during which services were suspended.
3. Maintenance and Support Services. As long as you are not using the Help Desk as a substitute for our training services on the Tyler Software, and you timely pay your maintenance and support fees, we will, consistent with our then-current Support Call Process:
3.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to resolve Defects in the Tyler Software (subject to any applicable release life cycle policy); provided, however, that if you modify the Tyler Software without our consent, our obligation to provide maintenance and support services on and warrant the Tyler Software will be void;
3.2 provide support during our established support hours;
3.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software, if any, in order to provide maintenance and support services;
3.4 provide you with a copy of all releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and
3.5 provide non-Defect resolution support of prior releases of the Tyler Software in accordance with any applicable release life cycle policy.
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Exhibit C
2 4. Client Responsibilities. We will use all reasonable efforts to perform any maintenance and support services remotely. Currently, we use a third-party secure unattended connectivity tool called Bomgar, as well as GotoAssist by Citrix. Therefore, you agree to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services. We will, at our option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we cannot resolve a support issue remotely, we may be required to provide onsite services. In such event, we will be responsible for our travel expenses, unless it is determined that the reason onsite support was required was a reason outside our control. Either way, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment reasonably necessary for us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you also maintain a VPN for backup connectivity purposes.
5. Hardware and Other Systems. If you are a self-hosted customer and, in the process of diagnosing a software support issue, it is discovered that one of your peripheral systems or other software is the cause of the issue, we will notify you so that you may contact the support agency for that peripheral system. We cannot support or maintain Third Party Products except as expressly set forth in the Agreement.
In order for us to provide the highest level of software support, you bear the following responsibility related to hardware and software:
(a) All infrastructure executing Tyler Software shall be managed by you; (b) You will maintain support contracts for all non-Tyler software associated with Tyler Software (including operating systems and database management systems, but excluding Third-Party Software, if any); and
(c) You will perform daily database backups and verify that those backups are successful.
6. Other Excluded Services. Maintenance and support fees do not include fees for the following services: (a) initial installation or implementation of the Tyler Software; (b) onsite maintenance and support (unless Tyler cannot remotely correct a Defect in the Tyler Software, as set forth above); (c) application design; (d) other consulting services; (e) maintenance and support of an operating system or hardware, unless you are a hosted customer; (f) support outside our normal business hours as listed in our then-current Support Call Process; or (g) installation, training services, or third party product costs related to a new release. Requested maintenance and support services such as those outlined in this section will be billed to you on a time and materials basis at our then current rates. You must request those services with at least one (1) week’s advance notice.
Current Support Call Process. Our current Support Call Process for the Tyler Software is attached to this Exhibit C as Schedule 1.
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Exhibit C
Schedule 1
1 Exhibit C
Schedule 1
Support Call Process
Support Channels
Tyler Technologies, Inc. provides the following channels of software support for authorized users*:
(1) On-line submission (portal) – for less urgent and functionality-based questions, users may create support incidents through the Tyler Customer Portal available at the Tyler Technologies website.
A built-in Answer Panel provides users with resolutions to most “how-to” and configuration- based questions through a simplified search interface with machine learning, potentially eliminating the need to submit the support case.
(2) Email – for less urgent situations, users may submit emails directly to the software support group.
(3) Telephone – for urgent or complex questions, users receive toll-free, telephone software support.
* Channel availability may be limited for certain applications.
Support Resources
A number of additional resources are available to provide a comprehensive and complete support experience:
(1) Tyler Website – www.tylertech.com – for accessing client tools, documentation, and other information including support contact information.
(2) Tyler Search -a knowledge based search engine that lets you search multiple sources simultaneously to find the answers you need, 24x7.
(3) Tyler Community –provides a venue for all Tyler clients with current maintenance agreements to collaborate with one another, share best practices and resources, and access documentation. (4) Tyler University – online training courses on Tyler products.
Support Availability
Tyler Technologies support is available during the local business hours of 8 AM to 5 PM (Monday – Friday) across four US time zones (Pacific, Mountain, Central and Eastern). Tyler’s holiday schedule is outlined below. There will be no support coverage on these days.
New Year’s Day Labor Day
Martin Luther King, Jr. Day Thanksgiving Day
Memorial Day Day after Thanksgiving
Independence Day Christmas Day
For support teams that provide after-hours service, we will provide you with procedures for contacting support staff after normal business hours for reporting Priority Level 1 Defects only. Upon receipt of such a Defect notification, we will use commercially reasonable efforts to meet the resolution targets set forth below.
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Exhibit C
Schedule 1
2 We will also make commercially reasonable efforts to be available for one pre-scheduled Saturday of each month to assist your IT staff with applying patches and release upgrades, as well as consulting with them on server maintenance and configuration of the Tyler Software environment.
Incident Handling
Incident Tracking
Every support incident is logged into Tyler’s Customer Relationship Management System and given a unique case number. This system tracks the history of each incident. The case number is used to track and reference open issues when clients contact support. Clients may track incidents, using the case number, through Tyler’s Customer Portal or by calling software support directly.
Incident Priority
Each incident is assigned a priority level, which corresponds to the Client’s needs. Tyler and the Client will reasonably set the priority of the incident per the chart below. This chart is not intended to address every type of support incident, and certain “characteristics” may or may not apply depending on whether the Tyler software has been deployed on customer infrastructure or the Tyler cloud. The goal is to help guide the Client towards clearly understanding and communicating the importance of the issue and to describe generally expected response and resolution targets in the production environment only.
References to a “confirmed support incident” mean that Tyler and the Client have successfully validated the reported Defect/support incident.
Priority
Level Characteristics of Support Incident Resolution Targets* 1 Critical
Support incident that causes (a)
complete application failure or
application unavailability; (b)
application failure or unavailability in
one or more of the client’s remote
location; or (c) systemic loss of
multiple essential system functions.
Tyler shall provide an initial response to Priority Level 1 incidents within one (1) business hour of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents or provide a
circumvention procedure within one (1) business
day. For non-hosted customers, Tyler’s responsibility
for lost or corrupted data is limited to assisting the
Client in restoring its last available database.
2 High
Support incident that causes (a)
repeated, consistent failure of
essential functionality affecting more
than one user or (b) loss or corruption
of data.
Tyler shall provide an initial response to Priority Level 2 incidents within four (4) business hours of receipt of the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents or provide a
circumvention procedure within ten (10) business
days. For non-hosted customers, Tyler’s
responsibility for loss or corrupted data is limited to assisting the Client in restoring its last available
database.
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Exhibit C
Schedule 1
3 Priority
Level Characteristics of Support Incident Resolution Targets* 3 Medium
Priority Level 1 incident with an
existing circumvention procedure, or
a Priority Level 2 incident that affects
only one user or for which there is an
existing circumvention procedure.
Tyler shall provide an initial response to Priority Level 3 incidents within one (1) business day of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents without the need for a
circumvention procedure with the next published
maintenance update or service pack, which shall
occur at least quarterly. For non-hosted customers,
Tyler’s responsibility for lost or corrupted data is
limited to assisting the Client in restoring its last
available database.
4 Non-
critical
Support incident that causes failure of
non-essential functionality or a
cosmetic or other issue that does not
qualify as any other Priority Level.
Tyler shall provide an initial response to Priority Level 4 incidents within two (2) business days of receipt of
the incident. Once the incident has been confirmed,
Tyler shall use commercially reasonable efforts to
resolve such support incidents, as well as cosmetic
issues, with a future version release.
*Response and Resolution Targets may differ by product or business need
Incident Escalation
If Tyler is unable to resolve any priority level 1 or 2 defect as listed above or the priority of an issue has elevated since initiation, you may escalate the incident to the appropriate resource, as outlined by each product support team. The corresponding resource will meet with you and any Tyler staff to establish a mutually agreeable plan for addressing the defect.
Remote Support Tool
Some support calls may require further analysis of the Client’s database, processes or setup to diagnose a problem or to assist with a question. Tyler will, at its discretion, use an industry-standard remote support tool. Tyler’s support team must have the ability to quickly connect to the Client’s system and view the site’s setup, diagnose problems, or assist with screen navigation. More information about the remote support tool Tyler uses is available upon request.
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Exhibit D
1 Exhibit D
Third Party Terms
ThinPrint Terms. Your use of Tyler Forms software and forms is subject to the End User License Agreement terms for ThinPrint Engine, ThinPrint License Server, and Connected Gateway set forth in Exhibit G. By signing a Tyler Agreement or Order Form, or accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood, and agree to such terms.
DocOrigin Terms. Your use of Tyler Forms software and forms is subject to the DocOrigin End User License Agreement set forth in Exhibit H. By signing a Tyler Agreement or Order Form including Tyler forms software or forms, or accessing, installing, or using Tyler Forms software or forms, you agree that you have read, understood, and agree to such terms.
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Exhibit E
1 Exhibit E
Tyler SaaS Services Terms
Tyler SaaS Services (also referred to as Hosting Services) for the Tyler Software will be provided subject to the following terms and conditions. Unless expressly stated herein, these terms apply to the Tyler Software included in the Order Form but are subject to comparable terms in the Base Agreement, with the Base Agreement governing in the event of conflict.
Section A — Definitions
▪ “Base Agreement” means the agreement executed by you and Tyler to which you are adding Tyler SaaS Services through signature upon an Order Form. For the avoidance of doubt, a Base Agreement is not an agreement signed by an entity Tyler acquired.
▪ “Data” means your data necessary to utilize the Tyler Software. ▪ “Data Storage Capacity” means the contracted amount of storage capacity for your Data identified in the Investment Summary.
▪ “Defined Users” means the number of users that are authorized to use the SaaS Services. The Defined Users for the Base Agreement are as identified in the Investment Summary. ▪ “Effective Date” means, for the purposes of these Tyler SaaS Services Terms, the date of signature on the Order Form.
▪ “Hosting Fees” means the fees for the SaaS Services identified in the Investment Summary. Hosting Fees may also be referred to as SaaS Fees.
▪ “Order Form” means an ordering document that includes a quote, investment summary or invoice and specifying the SaaS Services and related items to be provided hereunder that is entered into between Client and Tyler, including any addenda and supplements thereto. ▪ “SaaS Services” means software as a service consisting of system administration, system management, and system monitoring activities that Tyler performs for the Tyler Software, and includes the right to access and use the Tyler Software, receive maintenance and support on the Tyler Software, including Downtime resolution under the terms of the SLA, and Data storage and archiving. SaaS Services may also be referred to as Hosting Services. SaaS Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting or other professional services.
▪ “SLA” means the Service Level Agreement. A copy of our current SLA is attached hereto as Schedule 1.
▪ “Tyler” means Tyler Technologies, Inc., a Delaware corporation. ▪ “we”, “us”, “our” and similar terms mean Tyler.
▪ “you” and similar terms mean Client.
Section B — SaaS Services Applicable to Tyler Software
1. Rights Granted. We grant to you the non-exclusive, non-assignable limited right to use the SaaS Services solely for your internal business purposes for the number of Defined Users only. The Tyler Software will be made available to you according to the terms of the SLA. You acknowledge that we have no delivery obligations and we will not ship copies of the Tyler Software as part of the SaaS Services. You may use the SaaS Services to access updates and enhancements to the Tyler Software, as further described in the Base Agreement.
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Exhibit E
2 2. Hosting Fees. You agree to pay us the annual Hosting Fees. Those amounts are payable as set forth in Section D below, subject to any payment terms included in the Order Form. The Hosting Fees are based on the number of Defined Users and amount of Data Storage Capacity. You may add additional users or additional data storage capacity at then-current rates. In the event you regularly and/or meaningfully exceed the Defined Users or Data Storage Capacity, we reserve the right to charge you additional fees commensurate with the overage(s).
3. Ownership.
a. We retain all ownership and intellectual property rights to the SaaS Services, the Tyler Software, and anything developed by us under the Base Agreement.
b. The Documentation is licensed to you and may be used and copied by your employees for internal, non-commercial reference purposes only.
c. You retain all ownership and intellectual property rights to the Data. You expressly recognize that except to the extent necessary to carry out our obligations contained in the Base Agreement, we do not create or endorse any Data used in connection with the SaaS Services.
4. Restrictions. You may not: (a) make the Tyler Software or Documentation resulting from the SaaS Services available in any manner to any third party for use in the third party’s business operations; (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the SaaS Services; (c) access or use the SaaS Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; or (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the SaaS Services, Tyler Software, or Documentation available to any third party other than as expressly permitted by the Base Agreement.
5. SaaS Services.
a. Our SaaS Services are audited at least yearly in accordance with the AICPA’s Statement on Standards for Attestation Engagements (“SSAE”) No. 18. We have attained, and will maintain, SOC 1 and SOC 2 compliance, or its equivalent, for so long as you are timely paying for SaaS Services. Upon execution of a mutually agreeable Non-Disclosure Agreement (“NDA”), we will provide you with a summary of our compliance report(s) or its equivalent. Every year thereafter, for so long as the NDA is in effect and in which you make a written request, we will provide that same information.
b. You will be hosted on shared hardware in a Tyler data center or in a third-party data center. In either event, databases containing your Data will be dedicated to you and inaccessible to our other customers.
c. Our Tyler data centers have fully-redundant telecommunications access, electrical power, and the required hardware to provide access to the Tyler Software in the event of a disaster or component failure. In the event any of your Data has been lost or damaged due to an act or omission of Tyler or its subcontractors or due to a defect in Tyler’s software, we will use best commercial efforts to restore all the Data on servers in accordance with the architectural design’s capabilities and with the goal of minimizing any Data loss as greatly as possible. In no case shall the recovery point objective (“RPO”) exceed a maximum of twenty-four (24) hours from declaration of disaster. For purposes of this subsection, RPO represents the maximum tolerable period during which your Data may be lost, measured in relation to a disaster we declare, said declaration will not be unreasonably withheld. d. In the event we declare a disaster, our Recovery Time Objective (“RTO”) is twenty-four (24) hours. For purposes of this subsection, RTO represents the amount of time, after we declare a disaster, within which your access to the Tyler Software must be restored. e. We conduct annual penetration testing of either the production network and/or web application to be performed. We will maintain industry standard intrusion detection and prevention systems to monitor malicious activity in the network and to log and block any such activity. We will provide you with a written or electronic record of the actions taken by us in the Redlands Regular Meeting of 10-15-24
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Exhibit E
3 event that any unauthorized access to your database(s) is detected as a result of our security protocols. We will undertake an additional security audit, on terms and timing to be mutually agreed to by the parties, at your written request. You may not attempt to bypass or subvert security restrictions in the SaaS Services or environments related to the Tyler Software.
Unauthorized attempts to access files, passwords or other confidential information, and unauthorized vulnerability and penetration test scanning of our network and systems (hosted or otherwise) is prohibited without the prior written approval of our IT Security Officer. f. We test our disaster recovery plan on an annual basis. Our standard test is not client-specific.
Should you request a client-specific disaster recovery test, we will work with you to schedule and execute such a test on a mutually agreeable schedule. At your written request, we will provide test results to you within a commercially reasonable timeframe after receipt of the request.
g. We will be responsible for importing back-up and verifying that you can log-in. You will be responsible for running reports and testing critical processes to verify the returned Data. h. We provide secure Data transmission paths between each of your workstations and our servers. i. Tyler data centers are accessible only by authorized personnel with a unique key entry. All other visitors to Tyler data centers must be signed in and accompanied by authorized personnel. Entry attempts to the data center are regularly audited by internal staff and external auditors to ensure no unauthorized access.
j. Where applicable with respect to our applications that take or process card payment data, we are responsible for the security of cardholder data that we possess, including functions relating to storing, processing, and transmitting of the cardholder data and affirm that, as of the Effective Date, we comply with applicable requirements to be considered PCI DSS compliant and have performed the necessary steps to validate compliance with the PCI DSS. We agree to supply the current status of our PCI DSS compliance program in the form of an official Attestation of Compliance, which can be found at https://www.tylertech.com/about- us/compliance, and in the event of any change in our status, will comply with applicable notice requirements.
Section C — SaaS Term and Termination of SaaS Services
1. Term. Unless otherwise stated in an Order Form, the term for Tyler SaaS Services will commence on the first day of the first month following the Effective Date and will remain in effect until the end of the then-current annual maintenance and support term for the Tyler Software provided pursuant to the Base Agreement. Thereafter, Client will have the option to renew the SaaS term for four (4) additional one (1) year terms at our then-current Hosting Fees unless terminated in writing by either party at least sixty (60) days prior to the end of the then-current term. Client may indicate its desire to renew the SaaS term by paying the applicable renewal invoices issued by Tyler. Your right to access or use the SaaS Services will terminate at the end of the term for SaaS Services.
2. Failure to Pay Hosting Fees. You acknowledge that continued access to the SaaS Services is contingent upon your timely payment of the Hosting Fees. If you fail to timely pay the Hosting Fees, we may discontinue the SaaS Services and deny your access to the Tyler Software. We may also terminate the Base Agreement if you don’t cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate.
Section D — Payment of Fees
1. Hosting Fees. Hosting Fees are invoiced in advance, beginning with the commencement of the SaaS Term as defined above. Subsequent annual Hosting Fees are invoiced annually, in advance. Your fees for each subsequent year will be set at our then-current rates.
2. Transaction Fees. To the extent your Base Agreement or Order Form includes transaction fees, Tyler will invoice those on a quarterly basis. Transaction fees may be updated upon advance notice.
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Exhibit E
4 Schedule 1 — Service Level Agreement
I. Agreement Overview
This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It outlines the information technology service levels that we will provide to you to ensure the availability of the application services that you have requested us to provide. All other support services are documented in the Support Call Process.
II. Definitions. Except as defined below, all defined terms have the meaning set forth in the Agreement.
Actual Attainment: The percentage of time the Tyler Software is available during a calendar quarter, calculated as follows: (Service Availability – Downtime) ÷ Service Availability.
Client Error Incident: Any service unavailability resulting from your applications, content or equipment, or the acts or omissions of any of your service users or third-party providers over whom we exercise no control.
Downtime: Those minutes during Service Availability, as defined below, when all users cannot launch, login, search or save primary data in the Tyler Software. Downtime does not include those instances in which only a Defect is present.
Emergency Maintenance Window: (1) maintenance that is required to patch a critical security vulnerability; (2) maintenance that is required to prevent an imminent outage of Service Availability; or (3) maintenance that is mutually agreed upon in writing by Tyler and the Client.
Planned Downtime: Downtime that occurs during a Standard or Emergency Maintenance window.
Service Availability: The total number of minutes in a calendar quarter that the Tyler Software is capable of receiving, processing, and responding to requests, excluding Planned Downtime, Client Error Incidents, denial of service attacks and Force Majeure.
Standard Maintenance: Routine maintenance to the Tyler Software and infrastructure. Standard Maintenance is limited to five (5) hours per week.
III. Service Availability
a. Your Responsibilities
Whenever you experience Downtime, you must make a support call according to the procedures outlined in the Support Call Process. You will receive a support case number. b. Our Responsibilities
When our support team receives a call from you that Downtime has occurred or is occurring, we will work with you to identify the cause of the Downtime (including whether it may be the result of Planned Downtime, a Client Error Incident, denial of service attack or Force Majeure). We will also work with you to resume normal operations.
c. Client Relief
Our targeted Attainment Goal is 100%. You may be entitled to credits as indicated in the Client Relief Schedule found below. Your relief credit is calculated as a percentage of the SaaS fees paid for the calendar quarter.
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Exhibit E
5 In order to receive relief credits, you must submit a request through one of the channels listed in our Support Call Process within fifteen days (15) of the end of the applicable quarter. We will respond to your relief request within thirty (30) day(s) of receipt.
The total credits confirmed by us will be applied to the SaaS Fee for the next billing cycle. Issuing of such credit does not relieve us of our obligations under the Agreement to correct the problem which created the service interruption.
Client Relief Schedule
Actual Attainment Client Relief
99.99% - 99.70% Remedial action will be taken
99.69% - 98.50% 2% of SaaS Fees paid for applicable month
98.49% - 97.50% 4% of SaaS Fees paid for applicable month
97.49% - 96.50% 6% of SaaS Fees paid for applicable month
96.49% - 95.50% 8% of SaaS Fees paid for applicable month Below 95.50% 10% of SaaS Fees paid for applicable month
IV. Maintenance Notifications
We perform Standard Maintenance during limited windows that are historically known to be reliably low-traffic times. If and when maintenance is predicted to occur during periods of higher traffic, we will provide advance notice of those windows and will coordinate to the greatest extent possible with you.
Not all maintenance activities will cause application unavailability. However, if Tyler anticipates that activities during a Standard or Emergency Maintenance window may make the Tyler Software unavailable, we will provide advance notice, as reasonably practicable, that the Tyler Software will be unavailable during the maintenance window.
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Exhibit F
1 Exhibit F
Data & Insights SaaS Services Terms of Service
This Data & Insights SaaS Services Terms of Services governs your use of the following solutions:
Property & Recording
▪ Assessment Connect
▪ Open Assessment
Enterprise Permitting & Licensing
▪ Enterprise Permitting & Licensing Business Management Feeds ▪ Enterprise Permitting & Licensing Community Development Feeds ▪ Community Development Executive Insights
▪ Enterprise Permitting & Licensing Advanced Automation with Executive Insights ▪ Enterprise Analytics and Reporting with Executive Insights ▪ Business Management Executive Insights
▪ Enterprise ERP Revenue Insights
▪ Citizen Connect
▪ Economic Intelligence
Enterprise ERP
▪ Enterprise ERP Analytics & Reporting w Executive Insights ▪ Enterprise ERP Financial Insights - Bundled
▪ Enterprise ERP Payroll & HR Insights
▪ Capital Project Explorer
▪ Citizen Connect
▪ Data & Insights Open Data
▪ Open Finance
▪ Economic Intelligence
▪ Executive Insights, ERP
Courts & Justice
▪ Court Analytics
▪ eFile Analytics
▪ Probation Analytics/Supervision Analytics
▪ Pre-trial Analytics
Public Safety
▪ Public Safety Analytics
▪ Law Enforcement Explorer
▪ Citizen Connect
▪ Law Enforcement Analytics
▪ Performance Dashboards
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Exhibit F
2 WHEREAS, Tyler has designed, developed, purchased or configured certain computer software systems which Tyler has designated as Data & Insights SaaS Services and has used such software in support of commercial and government programs; and
WHEREAS, Client desires to acquire from Tyler and Tyler wishes to grant to Client a non-exclusive license to use the Data & Insights SaaS Services as further defined, permitted, conditioned, and restricted below.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, and in consideration of covenants and obligations hereinafter set forth, the Parties agree to be bound by the terms and conditions as follows:
These Data & Insights SaaS Services Terms of Service govern the use and license rights associated with the Data & Insights SaaS Services. The parties are referred to herein individually as Party or collectively as Parties.
Capitalized terms used in these Data & Insights SaaS Services Terms of Service but not defined herein are defined in the Base Agreement or other agreement with us governing your use of the Tyler software and services.
Section A — Definitions
▪ “Base Agreement” means the agreement executed by you and Tyler to which you are adding Data & Insights SaaS Services through signature upon an Order Form. For the avoidance of doubt, a Base Agreement is not an agreement signed by an entity Tyler acquired. ▪ “API” means application-programming interface.
▪ “Client Data” means data, datasets, files, information, content and links uploaded or provided by Client through the use of the Data & Insights SaaS Services but excluding Third-Party Services. ▪ Confidential Information” means nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., Social Security numbers) and trade secrets, each as defined by applicable state law. ▪ “Data & Insights Agreement” means this Data & Insights SaaS Services Terms of Service and any special conditions agreed to by the Parties and included in the Order Form. ▪ “Data & Insights SaaS Services” means the Data & Insights off the shelf, cloud-based software service and related services, including support services, as specified under this Data & Insights SaaS Services Terms of Service. Data & Insights SaaS Services do not include support of an operating system or hardware, support outside of our normal business hours, or training, consulting, or other professional services.
▪ “Data Storage” means the contracted amount of storage capacity for your Client Data. ▪ “Dataset” means physical collection of information, typically modeled as a table of rows and columns of data.
▪ “Effective Date” means the date subscription start date identified in the Order Form or Purchase Order. ▪ “External API Calls” means any request made by a user that is not logged in against a SaaS Service. ▪ “Monthly Active Users” or "Users" used interchangeably, means a user that is logged in and accesses the Data & Insights SaaS Services.
▪ “Order Form” or "Purchase Order" means an ordering document, referencing or including a Quote or Investment Summary, specifying the Data & Insights SaaS Services and any Professional Services to be provided hereunder that is entered into between Client and Tyler, including any addenda and supplements thereto.
▪ "Quote" or "Investment Summary" means an estimate provided by Tyler for the SaaS Services or Professional Services.
▪ “Third-Party Data” means an aggregated dataset solution by a third-party data provider and shall be treated as Confidential Information.
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Exhibit F
3 ▪ “Third-Party Data Purpose” means to use the Third-Party Data alone or in conjunction with other intelligence, data, or logic for internal modeling, targeting, measurement, and internal reporting solely for the benefit of the Client.
▪ “Third-Party Services” means if any, third-party web-based services, content, or platforms, including but not limited to third party stock photos and third-party map location services, which are available at no additional charge to you through the Data & Insights SaaS Services. ▪ “Updates” means any enhancements, additions, new releases, bug fixes, patches, modifications or other error corrections of or to the SaaS Software or Third-Party Data licensed to Client that Tyler generally makes available free of charge to licensees of the solutions. ▪ “we”, “us”, “our” and similar terms mean Tyler.
▪ “you” and similar terms mean Client.
Section B — Data & Insights SaaS Services
1. Rights Granted. As of the Effective Date, Tyler grants to Client the non-exclusive, non-assignable limited right to use the SaaS Services on a subscription basis according to the terms of the Base Agreement and this Data & Insights Agreement. The SaaS Services will be made available to Client according to the terms of the applicable Service Level Agreement. Client may use the SaaS Services to access Updates and enhancements to the SaaS Services, as described in herein. Unless otherwise terminated, Client’s right to access or use the SaaS Services will terminate at the end of the subscription period defined in the Order Form or Base Agreement, as applicable.
2. SaaS Fees and Usage Limits. Client agrees to pay the fees identified in the Order Form in accordance with Tyler’s Invoicing and Payment Policy. Client acknowledges that continued access to the Data & Insights SaaS Services is contingent upon your timely payment of SaaS Fees. If you fail to timely pay the SaaS Fees, we may discontinue your access to the Data & Insights SaaS Services. We may also terminate this Data & Insights Agreement if you don’t cure such failure to pay within forty-five (45) days of receiving written notice of our intent to terminate. During the subscription period, Tyler reserves the right to exercise the usage limits set forth in the Order Form. If Client exceeds the contractual usage limits, Tyler may work with Client to seek to reduce Client’s usage so that it conforms to that limit. If Client is unable or unwilling to abide by a contractual usage limit, or if Client wishes to increase usage limits, it will require a written contract amendment, modification, or Client will execute an Order Form for increased usage limits.
3. Ownership and Reservation of Rights.
a. This Data & Insights Agreement does not provide Client with title or ownership of the Data & Insights SaaS Services, or Third-Party Data, but only a right of limited use as further delineated herein. The SaaS Services, other services, workflow processes, user interface, designs, and other technologies provided by Tyler pursuant to this Data & Insights Agreement are the proprietary property of Tyler and its licensors. All right, title and interest in and to such items, including all associated intellectual property rights, remain only with Tyler. Tyler reserves all rights unless otherwise expressly granted in this Data & Insights Agreement. Client may not remove or modify any proprietary marking or restrictive legends from items or services provided under this Agreement. Third-Party Data vendors also retain ownership, title and all rights and interest, including, without limitation, Intellectual Property Rights in and to their own respective software, data, and documentation.
b. When Client uploads or provides Client Data through the use of the Data & Insights SaaS Services, Client grants to Tyler a non-exclusive, worldwide, royalty-free, sub-licensable, and transferable license during the subscription period to use, reproduce, publicly display, distribute, modify, create derivative works of, index, and translate the Client Data as needed in response to, and as directed by, a User’s use of the Data & Insights SaaS Redlands Regular Meeting of 10-15-24
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Exhibit F
4 Services and as needed for the compliance of this Data & Insights Agreement and for the purpose of providing analytics to a User.
c. Tyler may access and develop derivative data assets and insights based on combined, aggregated, anonymized views of Client Data, that Client has not made publicly available, for the purposes of providing new features and functionality, and performing aggregated statistical analysis by providing benchmarks and models. d. Client retains all ownership and intellectual property rights to the Client Data. Client expressly recognizes that except to the extent necessary to carry out our obligations contained in this Data & Insights Agreement, Tyler does not create or endorse any data used in connection with the Data & Insights SaaS Services. e. If Client provides feedback, information, and/or or suggestions about the Data & Insights SaaS Services, or any other services provided hereunder, then Tyler (and those it allows to use its technology) may use such feedback, information, and/or suggestions under a royalty-free, paid-up, and irrevocable license without obligation to Client.
4. Restrictions.
a. You may not: (a) except as explicitly provided for herein, make the Data & Insights SaaS Services or Documentation resulting from the Data & Insights SaaS Services available in any manner to any third party for use in the third party’s business operations; (b) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Data & Insights SaaS Services; (c) access or use the Data & Insights SaaS Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to us; (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Data & Insights SaaS Services or Documentation available to any third party other than as expressly permitted by this Data & Insights Agreement; (e) use the Data & Insights SaaS Services to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third party rights; (f) interfere with or disrupt the integrity or performance of the Data & Insights SaaS Services (including without limitation, vulnerability scanning, penetration testing or other manual or automated simulations of adversarial actions, without Tyler’s prior written consent); or (g) attempt to gain unauthorized access to the Data & Insights SaaS Services or its related systems or networks.
b. Client acknowledges and understands that the Data & Insights SaaS Services are not designed to serve as the system of record and shall not be used in a manner where the interruption of the Data & Insights SaaS Services could cause personal injury (including death) or property damage. The Data & Insights SaaS Services are not designed to process or store data protected under the Family Education Rights and Privacy Act (“FERPA”), data from Criminal Justice Information Services (“CJIS”), or other sensitive data, and by using the Data & Insights SaaS Services, Client acknowledges and agrees that Client is using the Data & Insights SaaS Services at Client’s own risk and that Client is solely responsible for use of data with the Data & Insights SaaS Services in any manner that is contrary to the uses for which the Data & Insights SaaS Services are designed and offered for use in this Agreement. If Client intends to use the Data & Insights SaaS Services to store or transmit Protected Health Information (PHI), then the Parties will scope the additional usage and it will require a written contract amendment and will include a mutually agreeable Business Associate Agreement.
c. Although we have no obligation to screen, edit or monitor the Client Data or Public User content posted on Data & Insights SaaS Services, if, in our reasonable judgment, we discover your use of the Data & Insights SaaS Services threatens the security, integrity, Redlands Regular Meeting of 10-15-24
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Exhibit F
5 stability, or availability of the Data & Insights SaaS Services, or is otherwise in violation of this Data & Insights Agreement, we may temporarily suspend the Data & Insights SaaS Services, or User access thereto. Unless Client has conducted penetration testing or unscheduled performance testing, Tyler will use commercially reasonable efforts to provide Client with notice and an opportunity to remedy such violation or threat prior to such suspension. Any penetration testing or unscheduled performance testing conducted by Client will result in immediate suspension of the Data & Insights SaaS Services.
5. Access and Usage by Internal Client Users and Contractors. You may allow your internal users and third party contractors to access the Data & Insights SaaS Services and any technical or policy controls, in compliance with the terms of this Data & Insights Agreement, which access must be for your sole benefit. You are responsible for the compliance with this Data & Insights Agreement by your internal users and contractors.
6. Your Responsibilities. Client (a) must keep its passwords secure and confidential; (b) is solely responsible for all activity occurring under its account; (c) must use commercially reasonable efforts to prevent unauthorized access to its account and notify Tyler promptly of any such unauthorized access; (d) may use the Data & Insights SaaS Services only in accordance with the Documentation; and (e) shall comply with all federal, state and local laws, regulations and policies of Client, as to its use of the Data & Insights SaaS Services, Client Data, and instructions to Tyler regarding the same.
7. Client Data Backup. The data on the Data & Insights Platform is a copy of Client Data. Any laws and regulations governing Client for retention of Client Data remains Client’s responsibility. CLIENT IS SOLELY RESPONSIBLE FOR BACKING UP CLIENT DATA unless otherwise specially agreed in writing between Tyler and Client in the Tyler hosting Agreement.
8. Return of Client Data. Upon request, Tyler will make the Data & Insights SaaS Services available to Client to export Client Data for a period of sixty (60) days following the termination of this Data & Insights Agreement. After such sixty (60) day period has expired, we have no obligation to maintain Client Data and may destroy the Client Data.
9. Data Security Measures. In order to protect your Confidential Information, we will: (a) implement and maintain all reasonable security measures appropriate to the nature of the Confidential Information including without limitation, technical, physical, administrative and organizational controls, and will maintain the confidentiality, security and integrity of such Confidential Information; (b) implement and maintain industry standard systems and procedures for detecting, mitigating, and responding to attacks, intrusions, or other systems failures and regularly test or otherwise monitor the effectiveness of the safeguards' key controls, systems, and procedures; (c) designate an employee or employees to coordinate implementation and maintenance of its Security Measures (as defined below); and (d) identify reasonably foreseeable internal and external risks to the security, availability, confidentiality, and integrity of Confidential Information that could result in the unauthorized disclosure, misuse, alteration, destruction or other compromise of such information, and assess the sufficiency of any safeguards in place to control these risks (collectively, Security Measures). Client acknowledges and agrees that Tyler’s obligations with respect to Security Measures is subject to Client Restrictions herein.
10. Notice of Data Breach. If Tyler knows that Confidential Information has been accessed, disclosed, or acquired without proper authorization and contrary to the terms of this Data & Insights Agreement, we will alert Client of any such data breach in accordance with applicable law, and take such actions as may be necessary to preserve forensic evidence and return the Data & Insights SaaS Services to standard operability. If so required, Tyler will provide notice in accordance with applicable federal or State data breach notification laws.
11. Confidentiality. In the absence of a corresponding provision in the Base Agreement, the following provision shall apply:
Each party agrees that it will not disclose any Confidential Information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or Redlands Regular Meeting of 10-15-24
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Exhibit F
6 agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Data & Insights Agreement. This obligation of confidentiality will not apply to information that:
a. is in the public domain, either at the time of disclosure or afterwards, except by breach of this Data & Insights Agreement by a party or its employees or agents; b. a party can establish by reasonable proof was in that party's possession at the time of initial disclosure;
c. a party receives from a third party who has a right to disclose it to the receiving party; or d. is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Data & Insights Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law.
Section C — Warranty
1. SaaS Services Warranty. Tyler warrants to Client that the functionality or features of the Data & Insights SaaS Services will substantially perform as communicated to Client in writing, or their functional equivalent, but Tyler has the right to update functionality. The support policies may change but will not materially degrade during the term. Tyler may deprecate features upon at least 30 days’ notice to Client, but Tyler will use commercially reasonable efforts to support the previous features for at least 6 months following the deprecation notice. The deprecation notice will be posted at https://support.socrata.com.
Section D — Third-Party Services
1. Third -Party Services. Client may be provided with access and usage of Third-Party Services through use of the Data & Insights SaaS Services. Client may use the Third-Party Services at Client’s election, but Client must agree to such Third-Party Service contracts if Client chooses to use those Third-Party Services. Third-Party Services will be solely governed by such Third-Party Service contracts and use may include separate fees and charges. Client will have access to the following Third-party Services for use within the software, however, the availability of any of these services is subject to change:
▪ Getty Images: Within the platform’s perspective story tool, customers have access to a library of images available for use in their story pages, terms and conditions located at http://www.gettyimages.com/connectterms.
▪ Mapbox: Within the platform’s visualization suite, the current mapping visualizations are powered by Mapbox, terms and conditions located
at https://www.mapbox.com/legal/tos.
▪ Mapquest: Geocoding provider that matches user-provided addresses with geographic coordinates for display on map visualizations terms and conditions located at http://hello.mapquest.com/terms-of-use/.
2. Disclaimer. You acknowledge that we are not the provider of any Third-Party Services. We do not warrant or guarantee the performance of the Third-Party Services.
Section E — Term
1. Term. Unless the Data & Insights SaaS Services are acquired through a Base Agreement with a defined term for SaaS Services (in which case that term shall apply), the initial term of the Data & Insights Agreement is forth in the Order Form. Unless expressly indicated otherwise in the Order Form, Client will have the option to renew this Data & Insights Agreement and the subscription to the Data & Insights SaaS Services for four (4) additional one (1) year renewal terms unless terminated in writing by either party at least sixty (60) days prior to the end of the then-current renewal term. Client may indicate its desire to renew this Data & Insights Agreement and the subscription to the Data & Insights SaaS Services by paying the applicable renewal invoices issued by Tyler. Your right to access or use the Data & Insights SaaS Services or Third-Party Data will terminate at the end of this Data & Insights Agreement.
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Exhibit F
7 Section F — Limitation of Liability
1. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS DATA & INSIGHTS AGREEMENT
AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT
LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. WHILE TYLER TAKES REASONABLE PHYSICAL, TECHNICAL AND
ADMINISTRATIVE MEASURES TO SECURE THE DATA & INSIGHTS SAAS SERVICES, TYLER DOES NOT GUARANTEE THAT THE DATA & INSIGHTS SAAS SERVICES CANNOT BE COMPROMISED. YOU
UNDERSTAND THAT THE DATA & INSIGHTS SAAS SERVICES MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
2. LIMITATION OF LIABILITY. Unless the Data & Insights SaaS Services are acquired through a Base Agreement with a Limitation of Liability clause (in which case that term shall apply), OUR LIABILITY FOR
DAMAGES ARISING OUT OF THIS DATA & INSIGHTS AGREEMENT, WHETHER BASED ON A THEORY OF
CONTRACT OR TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, SHALL BE LIMITED TO YOUR
ACTUAL DIRECT DAMAGES, NOT TO EXCEED THE THEN-CURRENT ANNUAL DATA & INSIGHTS SAAS FEES PAYABLE BY YOU. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PRICES SET FORTH IN THIS DATA & INSIGHTS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY AND TO THE
MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, THE EXCLUSION OF CERTAIN DAMAGES, AND EACH SHALL APPLY REGARDLESS OF THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY REMEDY. THE
FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO THE INDEMNIFICATION OBLIGATIONS UNDER THE AGREEMENT.
3. EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Section G — Additional Terms and Conditions for Data & Insights SaaS Services With Open Data Functionality
1. Tyler may make certain other Tyler Applications available to Client. The use of Open Assessment, Data & Insights Citizen Connect, Data & Insights Capital Project Explorer, Data & Insights Citizen Connect, Data & Insights Open Data, Data & Insights Open Finance, Open Finance, and/or X-Connect Applications, either alone or in connection with the Data & Insights SaaS Services, is governed by this Data & Insights Agreement and the Agreement. Client must also comply with the following terms and conditions when using the above named Applications.
2. The Data & Insights SaaS Services may provide you with functionality to make all or part of Client Data available to the general public through one or more public facing websites. If the functionality is provided, then Client determines which Client Data is shared publicly, and Client is solely responsible for determining the online terms of use and licenses relative to the use by public users (“Public User”) of Client Data, and the enforcement thereof. Client is responsible to ensure all Users comply with the terms and conditions of this Amendment. Once an internal user makes Client Data publicly available using the Data & Insights SaaS Services, Tyler has no control over a Public User’s use, distribution, or misuse of Client Data. Tyler has no liability or obligation to indemnify for such usage. If the Data & Insights SaaS Services provide you with this functionality, then Users have the ability within the Data & Insights SaaS Services to remove the public permissions applied to Client Data.
3. Tyler reserves the right to develop derivative data assets based on Client Data that exists in the public domain. Tyler may use, index, disclose, commercialize, and transfer the derivative data assets for any lawful purpose, including but not limited to: aggregating and summarizing data; normalizing, standardizing and concatenating data to create new regional or national data assets; and developing key performance indicators and benchmarks.
4. APIs. The Data & Insights SaaS Services may provide access to the applicable application-programming interface (“API”) as part of the Data & Insights SaaS Services under the terms of this Data & Insights Redlands Regular Meeting of 10-15-24
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Exhibit F
8 Agreement. Subject to the other terms of this Data & Insights Agreement and if the Data & Insights SaaS Services provides access to the APIs, Tyler grants Client a non-exclusive, nontransferable, terminable license to interact only with the SaaS Services as allowed by the current APIs. a. Client may not use the APIs in a manner--as reasonably determined by Tyler--that exceeds the purposes defined in the Amendment Investment Summary, constitutes excessive or abusive usage, or fails to comply with any part of the APIs. If any of these occur, Tyler can suspend or terminate Client’s access to the APIs on a temporary or permanent basis. b. Tyler may change or remove existing endpoints or fields in API results upon at least 30 days’ notice to Client, but Tyler will use commercially reasonable efforts to support the previous version of the APIs for at least 6 months from deprecation notice. Tyler may add new endpoints or fields in API results without prior notice to Client. c. The APIs may be used to connect the SaaS Services to certain hosted or on premise software applications not provided by Tyler (“Non-Tyler Applications”). Client is solely responsible for development, license, access to and support of Non-Tyler Applications, and Client’s obligations under this Data & Insights Agreement are not contingent on access to or availability of any Non-Tyler Application.
d. Any open source code provided is provided as a convenience to you. Such open source code is provided AS IS and is governed by the applicable open source license that applies to such code; provided, however, that any such open source licenses will not materially interfere or prohibit Client’s limited right to use the SaaS Services for its internal business purposes.
Section H — Additional Terms and Conditions for Third-Party Data Vendor Solutions/Applications
1. Tyler may make certain Third-Party Data Vendor Applications available to Client. The use of Tyler Recovery Insights, Economic Intelligence, Small Business Revenue Metrics, Mobility Metrics, Consumer Spending Metrics, and/or Small Business Revenue Metrics either alone or in connection with the Data & Insights SaaS Services is governed by this Data & Insights Agreement and the Agreement. Client must also comply with the following terms and conditions when using the above mentioned Applications.
2. License Grant for Third-Party Data. Any use of Third-Party Data shall be limited to the Third-Party Data Purpose. Third-Party Data vendors also retain ownership, title and all rights and interest, including, without limitation, Intellectual Property Rights in and to their own respective software, data, and documentation.
3. Restrictions for Third-Party Data.
a. Client shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Third-Party Data, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Third-Party Data; (iii) re-identify, reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Third-Party Data, in whole or in part; (iv) remove any proprietary notices from the Third-Party Data; (v) use the Third-Party Data in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable Law; or (vi) make Third-Party Data available to for use or access to anyone other than Client.
b. Client shall not publicly publish the dashboards that contain the Third-Party Data, but Client may publicly publish visualizations from the aggregate summary data. c. Client shall not remove any copyright or other proprietary notice or legend contained or included in Third-Party Data.
d. Client expressly permits Tyler to share with the Third-Party Data providers Client’s name, subscription term dates, applicable costs and fees for the Third-Party Data SKU(s) that Client subscribes to.
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Exhibit F
9 e. Upon termination of the Agreement, or of a subscription that contains Third-Party Data, Client shall remove and destroy all copies of Third-Party Data. f. If any Third-Party Data is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing the Agreement; Client will give Tyler prompt notice and otherwise perform the functions required by applicable law.
g. Client shall not use the Third-Party Data to attempt to identify behavior of a known individual for any reason.
h. Client acknowledges and agrees that if the Third-Party Data includes SafeGraph data, up to .05% of the data will be salted data or seeds used to fingerprint the data provided to Client.
4. Updates. Tyler may in its sole discretion provide Updates to the Third-Party Data or replace with functionally equivalent.
5. Third-Party Data Warranty. TYLER DOES NOT WARRANT THE CORRECTNESS, COMPLETENESS, OR
CURRENTNESS OF THE THIRD-PARTY DATA OR THAT THE FUNCTIONS PERFORMED BY THE THIRD-PARTY DATA WILL MEET CLIENT’S REQUIREMENTS, THAT THE THIRD-PARTY DATA WILL BE ERROR FREE, OR THAT ALL THIRD-PARTY DATA DEFECTS ARE CORRECTABLE. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, THE THIRD-PARTY DATA IS PROVIDED “AS IS”.
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Exhibit G
1 Exhibit G
ThinPrint Terms
These Terms govern
• the use of thinprint.com, ThinPrint, and,
• any other related Agreement or legal relationship with the Owner in a legally binding way. Capitalized words are defined in the relevant dedicated section of this document.
The User must read this document carefully.
Nothing in these Terms creates any relationship of employment, agency, or partnership between the involved parties.
Thinprint.com, ThinPrint is provided by:
ThinPrint GmbH
Alt-Moabit 91a
10559 Berlin
Germany
Email address of the data protection officer: [email protected] Owner contact email: [email protected]
The following documents are incorporated by reference into these Terms:
• End-user license agreement
• Eula appendix third party licenses (https://www.thinprint.com/en/legal-docs/#thirdparty-licenses) • ThinPrint Hub Terms (https://www.thinprint.com/en/legal-docs/#hardware) • Sales Partner Program Terms (https://www.thinprint.com/en/legal-docs/#tespp) • Legal Bases for the Privacy Policy and Subprocessors of ThinPrint GmbH (https://www.thinprint.com/en/legal-docs/#privacypolicy-exhibit) • Data Processing Addendum of ThinPrint GmbH (https://www.thinprint.com/en/legal-docs/#dpa)
What the User should know at a glance
• The Service/thinprint.com, ThinPrint is only intended for Users that do not qualify as Consumers, such as Business Users.
• The right of withdrawal only applies to European Consumers.
TERMS OF USE
Unless otherwise specified, the terms of use detailed in this section apply generally when using thinprint.com, ThinPrint.
Single or additional conditions of use or access may apply in specific scenarios and in such cases are additionally indicated within this document.
By using thinprint.com, ThinPrint, Users confirm to meet the following requirements:
• Users may not qualify as Consumers;
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Exhibit G
2 Content on thinprint.com, ThinPrint
Unless where otherwise specified or clearly recognizable, all content available on thinprint.com, ThinPrint is owned or provided by the Owner or its licensors.
The Owner undertakes its utmost effort to ensure that the content provided on thinprint.com, ThinPrint infringes no applicable legal provisions or third-party rights. However, it may not always be possible to achieve such a result.
In such cases, without prejudice to any legal prerogatives of Users to enforce their rights, Users are kindly asked to preferably report related complaints using the contact details provided in this document.
Access to external resources
Through thinprint.com, ThinPrint Users may have access to external resources provided by third parties. Users acknowledge and accept that the Owner has no control over such resources and is therefore not responsible for their content and availability.
Conditions applicable to any resources provided by third parties, including those applicable to any possible grant of rights in content, result from each such third parties’ terms and conditions or, in the absence of those, applicable statutory law.
Acceptable use
Thinprint.com, ThinPrint and the Service may only be used within the scope of what they are provided for, under these Terms and applicable law.
Users are solely responsible for making sure that their use of thinprint.com, ThinPrint and/or the Service violates no applicable law, regulations or third-party rights.
Therefore, the Owner reserves the right to take any appropriate measure to protect its legitimate interests including by denying Users access to thinprint.com, ThinPrint or the Service, terminating contracts, reporting any misconduct performed through thinprint.com, ThinPrint or the Service to the competent authorities – such as judicial or administrative authorities - whenever Users engage or are suspected to engage in any of the following activities:
• violate laws, regulations and/or these Terms;
• infringe any third-party rights;
• considerably impair the Owner’s legitimate interests; • offend the Owner or any third party.
“Tell-a-friend”
Thinprint.com, ThinPrint gives Users the opportunity to receive advantages if, as a result of their recommendation, any new User purchases a Product offered on thinprint.com, ThinPrint.
In order to take advantage of this offer, Users may invite others to purchase the Products on thinprint.com, ThinPrint by sending them a tell-a-friend code provided by the Owner. Such codes can only be redeemed once.
If upon purchase of the Products on thinprint.com, ThinPrint any of the persons invited redeems a tell-a-friend code, the inviting User shall receive the advantage or benefit (such as: a price reduction, an additional service feature, an upgrade etc.) specified on thinprint.com, ThinPrint.
Tell-a-friend codes may be limited to specific Products among those offered on thinprint.com, ThinPrint.
The Owner reserves the right to end the offer at any time at its own discretion.
While no general limitation applies to the number of persons that can be invited, the amount of advantage or benefit that each inviting User can receive, may be limited.
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Exhibit G
3 Software license
Any intellectual or industrial property rights, and any other exclusive rights on software or technical applications embedded in or related to thinprint.com, ThinPrint are held by the Owner and/or its licensors.
Subject to Users’ compliance with and notwithstanding any divergent provision of these Terms, the Owner merely grants Users a revocable, non-exclusive, non-sublicensable and non-transferable license to use the software and/or any other technical means embedded in the Service within the scope and for the purposes of thinprint.com, ThinPrint and the Service offered.
This license does not grant Users any rights to access, usage or disclosure of the original source code. All techniques, algorithms, and procedures contained in the software and any documentation thereto related is the Owner’s or its licensors’ sole property.
All rights and license grants to Users shall immediately terminate upon any termination or expiration of the Agreement.
Without prejudice to the above, under this license Users may download, install, use and run the software on the permitted number of devices which fulfill the technical requirements specified in the relevant section of thinprint.com, ThinPrint.
The Owner reserves the right to release updates, fixes and further developments of thinprint.com, ThinPrint and/or its related software. Users may need to download and install such updates to continue using thinprint.com, ThinPrint and/or its related software.
However, in order to get access to completely new versions or releases of the software Users may need to purchase a separate license.
The User may download, install, use and run the software on unlimited devices.
However, it may not be permitted to run the software on more than one device at a time.
Notwithstanding the foregoing, the User undertakes to immediately delete any copies of the software upon the expiry of the license under which such software is provided to the User.
API usage terms
Users may access their data relating to thinprint.com, ThinPrint via the Application Program Interface (API). Any use of the API, including use of the API through a third-party product/service that accesses thinprint.com, ThinPrint, is bound by these Terms and, in addition, by the following specific terms:
• the User expressly understands and agrees that the Owner bears no responsibility and shall not be held liable for any damages or losses resulting from the User’s use of the API or their use of any third-party products/services that access data through the API.
TERMS AND CONDITIONS OF SALE
Paid Products
Some of the Products provided on thinprint.com, ThinPrint, as part of the Service, are provided on the basis of payment.
The fees, duration and conditions applicable to the purchase of such Products are described below and in the dedicated sections of thinprint.com, ThinPrint.
Product description
Prices, descriptions or availability of Products are outlined in the respective sections of thinprint.com, ThinPrint and are subject to change without notice.
While Products on thinprint.com, ThinPrint are presented with the greatest accuracy technically possible, representation on thinprint.com, ThinPrint through any means (including, as the case may be, graphic material, Redlands Regular Meeting of 10-15-24
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Exhibit G
4 images, colors, sounds) is for reference only and implies no warranty as to the characteristics of the purchased Product.
The characteristics of the chosen Product will be outlined during the purchasing process.
Purchasing process
Any steps taken from choosing a Product to order submission form part of the purchasing process.
The purchasing process includes these steps:
• Users must choose the desired Product and verify their purchase selection. • After having reviewed the information displayed in the purchase selection, Users may place the order by submitting it.
Order submission
When the User submits an order, the following applies:
• The submission of an order determines contract conclusion and therefore creates for the User the obligation to pay the price, taxes and possible further fees and expenses, as specified on the order page.
• In case the purchased Product requires an action from the User, such as the provision of personal information or data, specifications or special wishes, the order submission creates an obligation for the User to cooperate accordingly.
• Upon submission of the order, Users will receive a receipt confirming that the order has been received.
All notifications related to the described purchasing process shall be sent to the email address provided by the User for such purposes.
Prices
Users are informed during the purchasing process and before order submission, about any fees, taxes and costs (including, if any, delivery costs) that they will be charged.
Prices on thinprint.com, ThinPrint are displayed:
• either exclusive or inclusive of any applicable fees, taxes and costs, depending on the section the User is browsing.
Methods of payment
Information related to accepted payment methods is made available during the purchasing process.
Some payment methods may only be available subject to additional conditions or fees. In such cases related information can be found in the dedicated section of thinprint.com, ThinPrint.
All payments are independently processed through third-party services. Therefore, thinprint.com, ThinPrint does not collect any payment information – such as credit card details – but only receives a notification once the payment has been successfully completed. The User may read the privacy policy of thinprint.com, ThinPrint to learn more about the data processing and Users’ rights regarding their data.
If a payment through the available methods fails or is refused by the payment service provider, the Owner shall be under no obligation to fulfill the purchase order. If a payment fails or is refused, the Owner reserves the right to claim any related expenses or damages from the User.
Retention of Product ownership
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Exhibit G
5 Until payment of the total purchase price is received by the Owner, any Products ordered shall not become the User’s property.
Retention of usage rights
Users do not acquire any rights to use the purchased Product until the total purchase price is received by the Owner.
Delivery
Delivery of digital content
Unless otherwise stated, digital content purchased on thinprint.com, ThinPrint is delivered via download on the device(s) chosen by Users.
Users acknowledge and accept that in order to download and/or use the Product, the intended device(s) may be required to meet the technical requirements specified on thinprint.com, ThinPrint.
Users acknowledge and accept that the ability to download the purchased Product may be limited in time and space.
Contract duration
Trial period
Users have the option to test thinprint.com, ThinPrint or selected Products during a limited and non-renewable trial period, at no cost. Some features or functions of thinprint.com, ThinPrint may not be available to Users during the trial period.
Further conditions applicable to the trial period, including its duration, will be specified on thinprint.com, ThinPrint.
The trial period shall end automatically and shall not convert into any paid Product unless the User actively purchases such paid Product.
Subscriptions
Subscriptions allow Users to receive a Product continuously or regularly over time. Details regarding the type of subscription and termination are outlined below.
Open-ended subscriptions
Paid subscriptions begin on the day the payment is received by the Owner.
In order to maintain subscriptions, Users must pay the required recurring fee in a timely manner. Failure to do so may cause service interruptions.
Termination of open-ended subscriptions
Open-ended subscriptions may be terminated at any time by sending a clear and unambiguous termination notice to the Owner using the contact details provided in this document, or — if applicable — by using the corresponding controls inside this Application.
Terminations shall take effect 7 days after the notice of termination has been received by the Owner.
User rights
Right of withdrawal
Unless exceptions apply, the User may be eligible to withdraw from the contract within the period specified below (generally 14 days), for any reason and without justification. Users can learn more about the withdrawal conditions within this section.
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Exhibit G
6 Who the right of withdrawal applies to
Unless any applicable exception is mentioned below, Users who are European Consumers are granted a statutory withdrawal right under EU rules, to withdraw from contracts entered into online (distance contracts) within the specified period applicable to their case, for any reason and without justification.
Users that do not fit this qualification, cannot benefit from the rights described in this section. The Consumer shall only be liable to the Seller for any diminution in the value of the goods resulting from handling the goods in a manner other than that necessary to acquaint him with the nature, characteristics and functionality of the goods.
Exercising the right of withdrawal
To exercise their right of withdrawal, Users must send to the Owner an unequivocal statement of their intention to withdraw from the contract.
To this end, Users may use the model withdrawal form available from within the “definitions” section of this document. Users are, however, free to express their intention to withdraw from the contract by making an unequivocal statement in any other suitable way. In order to meet the deadline within which they can exercise such right, Users must send the withdrawal notice before the withdrawal period expires.
When does the withdrawal period expire?
Effects of withdrawal
Users who correctly withdraw from a contract will be reimbursed by the Owner for all payments made to the Owner, including, if any, those covering the costs of delivery.
However, any additional costs resulting from the choice of a particular delivery method other than the least expensive type of standard delivery offered by the Owner, will not be reimbursed.
Such reimbursement shall be made without undue delay and, in any event, no later than 14 days from the day on which the Owner is informed of the User’s decision to withdraw from the contract. Unless otherwise agreed with the User, reimbursements will be made using the same means of payment as used to process the initial transaction. In any event, the User shall not incur any costs or fees as a result of such reimbursement.
Liability and indemnification
Indemnification
The User agrees to indemnify and hold the Owner and its subsidiaries, affiliates, officers, directors, agents, co- branders, partners and employees harmless from and against any claim or demand — including but not limited to lawyer's fees and costs — made by any third party due to or in relation with any culpable violation of these Terms, third-party rights or statutory provisions connected to the use of the Service by the User or its affiliates, officers, directors, agents, co-branders, partners and employees to the extent allowed by applicable law.
Limitation of liability
Unless otherwise explicitly stated and without prejudice to applicable law, Users shall have no right to claim damages against the Owner (or any natural or legal person acting on its behalf).
This does not apply to damages to life, health or physical integrity, damages resulting from the breach of material contractual obligations such as any obligation strictly necessary to achieve the purpose of the contract, and/or damages resulting from intent or gross negligence, as long as thinprint.com, ThinPrint has been appropriately and correctly used by the User.
Unless damages have been caused by way of intent or gross negligence, or they affect life, health or physical integrity, the Owner shall only be liable to the extent of typical and foreseeable damages at the moment the contract was entered into.
In particular, within the limits stated above, the Owner shall not be liable for:
• any losses that are not the direct consequence of a breach of the Terms by the Owner; Redlands Regular Meeting of 10-15-24
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Exhibit G
7 • any loss of business opportunities and any other loss, even indirect, that may be incurred by the User (such as, but not limited to, trading losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, etc.); • damages or losses resulting from interruptions or malfunctions of thinprint.com, ThinPrint due to acts of force majeure, or unforeseen and unforeseeable events and, in any case, independent of the will and beyond the control of the Owner, such as, but not limited to, failures or disruptions of telephone or electrical lines, the Internet and / or other means of transmission, unavailability of websites, strikes, natural disasters, viruses and cyber attacks, interruptions in the delivery of products, third-party services or applications;
• any damage, prejudice or loss occurring due to viruses or other malware contained in or connected to files available for download from the internet or via thinprint.com, ThinPrint. Users are responsible for implementing sufficient security measures – such as anti-viruses and firewalls to prevent any such infection or attack and for securing backup copies of all data or information exchanged via or uploaded to thinprint.com, ThinPrint.
Notwithstanding the above, the following limitation applies to all Users not qualifying as Consumers:
In any event of liability, the compensation may not exceed the total payments that have been, will be or would be received by the Owner from the User based on the contract over a period of 12 months, or the period of the duration of the Agreement, if shorter.
Australian Users
Limitation of liability
Nothing in these Terms excludes, restricts or modifies any guarantee, condition, warranty, right or remedy which the User may have under the Competition and Consumer Act 2010 (Cth) or any similar State and Territory legislation and which cannot be excluded, restricted or modified (non-excludable right). To the fullest extent permitted by law, our liability to the User, including liability for a breach of a non-excludable right and liability which is not otherwise excluded under these Terms of Use, is limited, at the Owner’s sole discretion, to the re- performance of the services or the payment of the cost of having the services supplied again.
US Users
Disclaimer of Warranties
Thinprint.com, ThinPrint is provided strictly on an “as is” and “as available” basis. Use of the Service is at Users’ own risk. To the maximum extent permitted by applicable law, the Owner expressly disclaims all conditions, representations, and warranties — whether express, implied, statutory or otherwise, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, or non- infringement of third-party rights. No advice or information, whether oral or written, obtained by the User from the Owner or through the Service will create any warranty not expressly stated herein.
Without limiting the foregoing, the Owner, its subsidiaries, affiliates, licensors, officers, directors, agents, co- branders, partners, suppliers and employees do not warrant that the content is accurate, reliable or correct; that the Service will meet Users’ requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at Users' own risk and Users shall be solely responsible for any damage to Users’ computer system or mobile device or loss of data that results from such download or Users’ use of the Service.
The Owner does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and the Redlands Regular Meeting of 10-15-24
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Exhibit G
8 Owner shall not be a party to or in any way monitor any transaction between Users and third-party providers of products or services.
The Service may become inaccessible or it may not function properly with Users’ web browser, mobile device, and/or operating system. The owner cannot be held liable for any perceived or actual damages arising from Service content, operation, or use of this Service.
Federal law, some states, and other jurisdictions, do not allow the exclusion and limitations of certain implied warranties. The above exclusions may not apply to Users. This Agreement gives Users specific legal rights, and Users may also have other rights which vary from state to state. The disclaimers and exclusions under this agreement shall not apply to the extent prohibited by applicable law.
Limitations of liability
To the maximum extent permitted by applicable law, in no event shall the Owner, and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees be liable for:
• any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service; and • any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or User account or the information contained therein; • any errors, mistakes, or inaccuracies of content;
• personal injury or property damage, of any nature whatsoever, resulting from User access to or use of the Service;
• any unauthorized access to or use of the Owner’s secure servers and/or any and all personal information stored therein;
• any interruption or cessation of transmission to or from the Service; • any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Service; • any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or
• the defamatory, offensive, or illegal conduct of any User or third party. In no event shall the Owner, and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees be liable for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount paid by User to the Owner hereunder in the preceding 12 months, or the period of duration of this agreement between the Owner and User, whichever is shorter.
This limitation of liability section shall apply to the fullest extent permitted by law in the applicable jurisdiction whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if the User has been advised of the possibility of such damage.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, therefore the above limitations or exclusions may not apply to the User. The terms give User specific legal rights, and User may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under the terms shall not apply to the extent prohibited by applicable law.
Indemnification
The User agrees to defend, indemnify and hold the Owner and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees harmless from and against any and all claims or demands, damages, obligations, losses, liabilities, costs or debt, and expenses, including, but not limited to, legal fees and expenses, arising from
• User’s use of and access to the Service, including any data or content transmitted or received by User;
• User’s violation of these terms, including, but not limited to, User’s breach of any of the representations and warranties set forth in these terms; Redlands Regular Meeting of 10-15-24
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Exhibit G
9 • User’s violation of any third-party rights, including, but not limited to, any right of privacy or intellectual property rights;
• User’s violation of any statutory law, rule, or regulation; • any content that is submitted from User’s account, including third party access with User’s unique username, password or other security measure, if applicable, including, but not limited to, misleading, false, or inaccurate information;
• User’s wilful misconduct; or
• statutory provision by User or its affiliates, officers, directors, agents, co-branders, partners, suppliers and employees to the extent allowed by applicable law.
Common provisions
No Waiver
The Owner’s failure to assert any right or provision under these Terms shall not constitute a waiver of any such right or provision. No waiver shall be considered a further or continuing waiver of such term or any other term.
Service interruption
To ensure the best possible service level, the Owner reserves the right to interrupt the Service for maintenance, system updates or any other changes, informing the Users appropriately.
Within the limits of law, the Owner may also decide to suspend or discontinue the Service altogether. If the Service is discontinued, the Owner will cooperate with Users to enable them to withdraw Personal Data or information and will respect Users' rights relating to continued product use and/or compensation, as provided for by applicable law.
Additionally, the Service might not be available due to reasons outside the Owner’s reasonable control, such as “force majeure” events (infrastructural breakdowns or blackouts etc.).
Service reselling
Users may not reproduce, duplicate, copy, sell, resell or exploit any portion of thinprint.com, ThinPrint and of its Service without the Owner’s express prior written permission, granted either directly or through a legitimate reselling programme.
Privacy policy
To learn more about the use of their Personal Data, Users may refer to the privacy policy of thinprint.com, ThinPrint.
Intellectual property rights
Without prejudice to any more specific provision of these Terms, any intellectual property rights, such as copyrights, trademark rights, patent rights and design rights related to thinprint.com, ThinPrint are the exclusive property of the Owner or its licensors and are subject to the protection granted by applicable laws or international treaties relating to intellectual property.
All trademarks — nominal or figurative — and all other marks, trade names, service marks, word marks, illustrations, images, or logos appearing in connection with thinprint.com, ThinPrint are, and remain, the exclusive property of the Owner or its licensors and are subject to the protection granted by applicable laws or international treaties related to intellectual property.
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Exhibit G
10 Changes to these Terms
The Owner reserves the right to amend or otherwise modify these Terms at any time. In such cases, the Owner will appropriately inform the User of these changes.
Such changes will only affect the relationship with the User from the date communicated to Users onwards.
The continued use of the Service will signify the User’s acceptance of the revised Terms. If Users do not wish to be bound by the changes, they must stop using the Service and may terminate the Agreement.
The applicable previous version will govern the relationship prior to the User's acceptance. The User can obtain any previous version from the Owner.
If legally required, the Owner will notify Users in advance of when the modified Terms will take effect.
Assignment of contract
The Owner reserves the right to transfer, assign, dispose of by novation, or subcontract any or all rights or obligations under these Terms, taking the User’s legitimate interests into account. Provisions regarding changes of these Terms will apply accordingly.
Users may not assign or transfer their rights or obligations under these Terms in any way, without the written permission of the Owner.
Contacts
All communications relating to the use of thinprint.com, ThinPrint must be sent using the contact information stated in this document.
Severability
Should any provision of these Terms be deemed or become invalid or unenforceable under applicable law, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect.
US Users
Any such invalid or unenforceable provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent. These Terms constitute the entire Agreement between Users and the Owner with respect to the subject matter hereof, and supersede all other communications, including but not limited to all prior agreements, between the parties with respect to such subject matter. These Terms will be enforced to the fullest extent permitted by law.
EU Users
Should any provision of these Terms be or be deemed void, invalid or unenforceable, the parties shall do their best to find, in an amicable way, an agreement on valid and enforceable provisions thereby substituting the void, invalid or unenforceable parts.
In case of failure to do so, the void, invalid or unenforceable provisions shall be replaced by the applicable statutory provisions, if so permitted or stated under the applicable law.
Without prejudice to the above, the nullity, invalidity or impossibility to enforce a particular provision of these Terms shall not nullify the entire Agreement, unless the severed provisions are essential to the Agreement, or of such importance that the parties would not have entered into the contract if they had known that the provision would not be valid, or in cases where the remaining provisions would translate into an unacceptable hardship on any of the parties.
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Exhibit G
11 Governing law
These Terms are governed by the law of the place where the Owner is based, as disclosed in the relevant section of this document, without regard to conflict of laws principles.
Prevalence of national law
However, regardless of the above, if the law of the country that the User is located in provides for higher applicable consumer protection standards, such higher standards shall prevail.
Venue of jurisdiction
The exclusive competence to decide on any controversy resulting from or connected to these Terms lies with the courts of the place where the Owner is based, as displayed in the relevant section of this document.
Exception for Consumers in Europe
The above does not apply to any Users that qualify as European Consumers, nor to Consumers based in the United Kingdom, Switzerland, Norway or Iceland.
US Users
Surviving provisions
This Agreement shall continue in effect until it is terminated by either thinprint.com, ThinPrint or the User. Upon termination, the provisions contained in these Terms that by their context are intended to survive termination or expiration will survive, including but not limited to the following:
• the User’s grant of licenses under these Terms shall survive indefinitely; • the User’s indemnification obligations shall survive for a period of five years from the date of termination;
• the disclaimer of warranties and representations, and the stipulations under the section containing indemnity and limitation of liability provisions, shall survive indefinitely.
Definitions and legal references
Latest update: March 07, 2024
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Exhibit H
1 Exhibit H
DocOrigin Terms
ATTENTION: THE SOFTWARE PROVIDED UNDER THIS AGREEMENT IS BEING LICENSED TO YOU BY ECLIPSE CORPORATION WSL, A FLORIDA PROFIT CORPORATION (THE "ECLIPSE CORPORATION"), AND IS NOT BEING SOLD. THIS SOFTWARE IS PROVIDED UNDER THE FOLLOWING AGREEMENT THAT SPECIFIES WHAT YOU MAY DO
WITH THE SOFTWARE AND CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES. DocOrigin SOFTWARE LICENSE IMPORTANT-READ CAREFULLY: This End-User License Agreement ("Agreement" or “EULA”) is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as "You" and/or “Your”) and Eclipse Corporation for the DocOrigin software product that accompanies this EULA, including any associated media, printed materials and electronic documentation (the "Software"). The Software also encompasses any software updates, add-on components, web services and/or supplements that may be provided to you or made available to you after the date you obtain the initial copy of the Software to the extent that such items are not accompanied by a separate license agreement or terms of use. By installing, copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install, access or use the Software; instead, you should remove the Software from all systems and receive a full refund. IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT
AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.
1. LICENSE TERMS
1.1 In this Agreement a “License Key” means any license key, activation code, or similar installation, access or usage control codes, including serial numbers digitally created and or provided by Eclipse Corporation ,designed to provide unlocked access to the Software and its functionality.
1.2 Evaluation License. Subject to all of the terms and conditions of this Agreement, Eclipse Corporation grants You a limited, royalty-free, non-exclusive, non-transferable license to download and install a copy of the Software from www.docorigin.com on a single machine and use it on a royalty-free basis for no more than 120 days from the date of installation (the “Evaluation Period”). You may use the Software during the Evaluation Period solely for the purpose of testing and evaluating it to determine if You wish to obtain a commercial, production license for the Software. This evaluation license grant will automatically end on expiry of the Evaluation Period and you acknowledge and agree that Eclipse Corporation will be under no obligation to renew or extend the Evaluation Period. If you wish to continue using the Software You may, on payment of the applicable fees, upgrade to a full license (as further described in section 1.3 below) on the terms of this Agreement and will be issued with a License Key for the same. If you do not wish to continue to license the Software after expiry of the Evaluation Period, then You agree to comply with the termination obligations set out in section [7.3] of this Agreement. For greater certainty, any document generated by you under an evaluation license will have a ‘spoiler’ or watermark on the output document. Documents generated by DocOrigin software that has a valid license key file also installed will not have the ‘spoiler’ produced. You are not permitted to remove the watermark or ‘spoiler’ from documents generated using the software under an evaluation license.
1.3 Development and Testing Licenses. Development and testing licenses are available for purchase through authorized distributors and resellers of Eclipse Corporation only. Subject to all of the terms and conditions of Redlands Regular Meeting of 10-15-24
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2 this Agreement, Eclipse Corporation grants You, a perpetual (subject to termination by Eclipse Corporation due to your breach of the terms of this Agreement), non-exclusive, non-transferable, worldwide non-sub license able license to download and install a copy of the Software from www.docorigin.com on a single machine and use for development and testing to create collateral deployable to Your production system(s). You are not entitled to use a development and testing license for live production purposes.
1.4 Production Licenses. Production licenses are available for purchase through authorized distributors and resellers of Eclipse Corporation only. Subject to all of the terms and conditions of this Agreement, Eclipse Corporation grants You, a perpetual (subject to termination by Eclipse Corporation due to your breach of the terms of this Agreement), non-exclusive, non-transferable, worldwide non-sub license able license to use the Software in accordance with the license type purchased by you as set out on your purchase order as further described below. For greater certainty, unless otherwise agreed in a purchase order concluded with an approved distributor of the Software, and approved by Eclipse Corporation, the default license to the Software is a per-CPU license as described in A. below: A. Per-CPU. The total number of CPUs on a computer used to operate the Software may not exceed the licensed quantity of CPUs. For purposes of this license metric: (a) CPUs may contain more than one processing core, each group of two (2) processing cores is consider one (1) CPU., and any remaining unpaired processing core, will be deemed a CPU. (b) all CPUs on a computer on which the Software is installed shall be deemed to operate the Software unless You configure that computer (using a reliable and verifiable means of hardware or software partitioning) such that the total number of CPUs that actually operate the Software is less than the total number on that computer. Virtual Machines (“VM’s”) are considered as a server. Installing and configuring the software on multiple VM’s requires one license per VM server. An enterprise license is available upon request. Pricing varies based on the size of the company. These “Per-CPU” Licenses in Section 1.4(A.) do not include the maintenance and support services provided pursuant to Section 3 of this Agreement. B. Per-Document. This is defined as a fee per document based on the total number of documents generated annually by merging data with a template created by the Software. The combined data and template produce documents of one or more pages. A document may contain 1 or more pages. For instance, a batch of invoices for 250 customers may contain 1,000 pages, this will be counted as 250 documents which should correspond to 250 invoices. These “Per-Document” Licenses in Section 1.4(A.) do include the maintenance and support services provided pursuant to Section 3 of this Agreement subject to annual payment by You to Eclipse Corporation and subject to the terms and provisions set forth in Section 3 of this Agreement.
1.5 Disaster Recovery License. You may request a Disaster Recovery license of the Software for each production license You have purchased as a failover in the event of loss of use of the production server(s). This license is for disaster recovery purposes only and under no circumstance may the disaster recovery license be used for production simultaneously with a production license with which it is paired.
1.6 Backup Copies. After installation of the Software pursuant to this EULA, you may store a copy of the installation files for the Software solely for backup or archival purposes. Except as expressly provided in this EULA, you may not otherwise make copies of the Software or the printed materials accompanying the Software.
1.7 Third-Party Software License Rights. If a separate license agreement pertaining to an item of third-party software is: delivered to You with the Software, included in the Software download package, or referenced in any material that is provided with the Software, then such separate license agreement shall govern Your use of that item or version of Third-Party Software. Your rights in respect to any third-party software, third-party data, third-party software or other third-party content provided with the Software shall be limited to those rights necessary to operate the Software as permitted by this Agreement. No other rights in the Software or thirdparty software are granted to You.
2. LICENSE RESTRICTIONS Any copies of the Software shall include all trademarks, copyright notices, restricted rights legends, proprietary markings and the like exactly as they appear on the copy of the Software originally provided to You. You may not remove or alter any copyright, trademark and/or proprietary notices marked on any part of the Software or related documentation and must reproduce all such notices on all authorized copies of the Software and related documentation. You shall not sublicense, distribute or otherwise make the Software available to any third party (including, without limitation, any contractor, franchisee, agent or dealer) without Redlands Regular Meeting of 10-15-24
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3 first obtaining the written consent and agreement of (a) Eclipse Corporation to that use, and (b) such third party to comply with this Agreement. You further agree not to (i) rent, lease, sell, sublicense, assign, or otherwise transfer the Software to anyone else; (ii) directly or indirectly use the Software or any information about the Software in the development of any software that is competitive with the Software, or (iii) use the Software to operate or as a part of a time-sharing service, outsourcing service, service bureau, application service provider or managed service provider offering. You further agree not to reverse engineer, decompile, or disassemble the Software.
3. UPDATES, MAINTENANCE AND SUPPORT
3.1 During the validity period of Your License Key, You will be entitled to download the latest version of the Software from the DocOrigin website (www.docorigin.com). You will be entitled to use of any updates provided to You and shall be governed by the terms and conditions of this Agreement. Eclipse Corporation reserves the right at any time to not release or to discontinue release of any Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.
3.2 On expiry of your maintenance and support contract, you will have the right to continue using the current version(s) of the Software which you downloaded prior to the date of expiry of your License Key. However, you will need to renew maintenance and support in order to receive a new License Key that will unlock the more current version(s) of the Software. For greater certainty, if you attempt to use an expired License Key to download the latest version of the Software, the Software will revert to being a locked, evaluation copy of that version of the Software.
4. INTELLECTUAL PROPERTY RIGHTS. This EULA does not grant you any rights in connection with any trademarks or service marks of Eclipse Corporation or DocOrigin. All title and intellectual property rights in and to the Software, the accompanying printed materials, and any copies of the Software are owned by Eclipse Corporation or its suppliers. All title and intellectual property rights in and to the content that is not contained in the Software, but may be accessed through use of the Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. If this Software contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation.
5. DISCLAIMER OF WARRANTIES. TO THE GREATEST EXTENT PERMITTED BY LAW, THE LICENSED SOFTWARE AND TECHNICAL SUPPORT PROVIDED BY ECLIPSE CORPORATION HEREUNDER ARE PROVIDED ON AN "AS IS" BASIS
AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR
ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE,
REGARDING THEM OR ANY OTHER PRODUCT OR SERVICE PROVIDED UNDER THIS AGREEMENT OR IN
CONNECTION WITH THIS AGREEMENT BY ECLIPSE CORPORATION ECLIPSE CORPORATION DISCLAIM ANY
IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ECLIPSE CORPORATION DOES
NOT REPRESENT OR WARRANT THAT THE SOFTWARE SHALL MEET ANY OR ALL OF YOUR PARTICULAR
REQUIREMENTS, THAT THE SOFTWARE WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR THAT ALL ERRORS OR DEFECTS IN THE SOFTWARE CAN BE FOUND OR CORRECTED. In certain jurisdictions, some or all of the provisions in this Section may not be effective or the applicable law may mandate a more extensive warranty in which case the applicable law will prevail over this Agreement.
6. INDEMNIFICATION & LIMITATIONS OF LIABILITY.
6.1 Eclipse Corporation shall have the sole discretion and option to choose defend and/or settle, any claims, actions, allegations or proceedings against You to the extent arising out of or relating to misappropriation or infringement by the Software of any third party’s proprietary or intellectual property right (“Claims”), or the sole discretion and option to choose enter into any settlement amounts agreed by Eclipse Corporation; subject to the conditions that, You shall notify Eclipse Corporation promptly of any Claims against You, and You agree to permit Eclipse Corporation, at its sole discretion and option, to control the defense and settlement of such Redlands Regular Meeting of 10-15-24
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4 Claims and You agree to assist Eclipse Corporation, in defending or settling such Claims. Eclipse Corporation shall not be liable for any settlement amounts entered into by You without Eclipse Corporation’s prior written approval. If Eclipse Corporation has reason to believe that it would be subject to an injunction or continuing damages based on the Software, then Eclipse Corporation may (and if Eclipse Corporation or any of its customers or third party software suppliers is subject to an injunction or continuing damages based on the Software), then notwithstanding any other provision in this Agreement, Eclipse Corporation shall be entitled to either modify the Software to make it non-infringing and/or remove the misappropriated material, replace the Software or portion thereof with a service or materials that provide substantially the same functionality or information, or, if neither of the foregoing is commercially practicable, require You to cease using the Software and Eclipse may refund to You (a) a pro rata portion of any one (1) time fees (based on a three (3) year, straight- line depreciation schedule from the date of payment), and (b) any fees that have been pre-paid by You but are unused. The foregoing notwithstanding, Eclipse Corporation shall have no liability for a claim of infringement or misappropriation to the extent caused by (i) the combination of the Software with any other service, software, data or products not provided or approved by Eclipse Corporation; or (ii) the use of any material provided by You or any end users, (iii) any breach by You of this Agreement. THE FOREGOING IS ECLIPSE CORPORATION’S
SOLE AND EXCLUSIVE LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. TO THE GREATEST EXTENT
PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ECLIPSE CORPORATION BE LIABLE TO YOU OR ANY OTHER
PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL
DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, LEGAL EXPENSES, LOSS OF BUSINESS, LOSS OF
PROFITS, LOSS OF REVENUE, LOST OR DAMAGED DATA, LOSS OF COMPUTER TIME, COST OF SUBSTITUTE GOODS
OR SERVICES, OR FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSSES
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ECLIPSE CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, OR SUCH LOSSES OR DAMAGES ARE FORESEEABLE.
6.2 You agree to indemnify, defend and hold harmless Eclipse Corporation from and against all damage, loss, cost, expense or liability (including reasonable attorney’s fees) arising out of a claim by a third party against Eclipse Corporation based upon Your use and/or misuse of the Software. You agree to indemnify, defend and hold harmless Eclipse Corporation harmless from any loss or damages to Eclipse Corporation related to, or associated you’re Your customizations, updates and/or corrections to the Software. You agree to indemnify and hold harmless Eclipse Corporation, and defend at Your expense, any action brought against Eclipse Corporation, its officers, directors, employees, shareholders, legal representatives, agents, successors and assigns to the extent that it is based on a claim that the customizations, updates and/or corrections developed by You infringing any intellectual property rights of any third parties.
6.3 THE ENTIRE LIABILITY OF ECLIPSE CORPORATION AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE
SOFTWARE AND TECHNICAL SUPPORT AND ANY OTHER PRODUCTS OR SERVICES SUPPLIED BY ECLIPSE
CORPORATION IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF
THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR
NEGLIGENCE, WILL BE LIMITED IN THE AGGREGATE TO THE AMOUNTS PAID BY YOU FOR THE SOFTWARE, TECHNICAL SUPPORT OR SERVICES GIVING RISE TO THE CLAIM.
6.4 THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER
OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY, NEITHER ECLIPSE
CORPORATION NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD GRANT THE RIGHTS GRANTED IN THIS AGREEMENT.
7. TERM AND TERMINATION
7.1 The term of this Agreement will begin on download of the Software and, in respect of an Evaluation License, shall continue for the Evaluation Period, and in respect of all other license types defined in Section 1, shall continue for as long as You use the Software, unless earlier terminated sooner under this section 7.
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5 7.2 Eclipse Corporation may terminate this Agreement in the event of any breach by You if such breach has not been cured within thirty (30) days of notice to You. No termination of this Agreement will entitle You to a refund of any amounts paid by You to Eclipse Corporation or its applicable distributor or reseller or affect any obligations You may have to pay any outstanding amounts owing to Eclipse Corporation or its distributor.
7.3 Your rights to use the Software will immediately terminate upon termination or expiration of this Agreement. Within thirty (30) days of termination or expiration of this Agreement, You shall purge all Software and all copies thereof from all computer systems and storage devices on which it was stored, and certify such to Eclipse Corporation.
8. GENERAL PROVISIONS
8.1 No Waiver. No delay or failure in exercising any right under this Agreement, or any partial or single exercise of any right, will constitute a waiver of that right or any other rights under this Agreement. No consent to a breach of any express or implied term set out in this Agreement constitutes consent to any subsequent breach, whether of the same or any other provision.
8.2 Severability. If any provision of this Agreement is, or becomes, unenforceable, it will be severed from this Agreement and the remainder of this Agreement will remain in full force and effect.
8.3 Assignment. You may not transfer or assign this Agreement (whether voluntarily, by operation of law, or otherwise) without Eclipse Corporation ’s prior written consent. Eclipse Corporation may assign this Agreement at any time without notice. This Agreement is binding upon and will inure to the benefit of both parties, and their respective successors and permitted assigns.
8.4 Governing Law and Venue. The interpretation and enforcement of this Agreement will be governed by the laws of the State of Alabama, without giving effect to the conflict of laws rules thereof. The parties hereto consent to the jurisdiction of any state or federal court holding in either Birmingham or Bessemer, Jefferson County, Alabama or in the U.S. District Court for the Alabama Northern District ("Venue"). The parties, to the extent permitted by applicable law, waive any objection based on Venue or forum non conveniens with respect to any action instituted in any such court so identified and agree that such court shall be the exclusive Venue for any action under this Agreement, or concerning or relating to the relationship between the parties.
8.5 Entire Agreement. This Agreement is the entire understanding and agreement between You and Eclipse Corporation with respect to the subject matter hereof, and it supersedes all prior negotiations, commitments and understandings, verbal or written, and purchase order issued by You. This Agreement may be amended or otherwise modified by Eclipse Corporation from time to time and the most recent version of the Agreement will be available on the Eclipse Corporation website https://eclipsecorp.us/eula/.
Last Updated: April 12, 2024
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