Project Insight
https://projectinsight.com
(each, a "Partner"). If you purchase through a Partner, your Product Use shall be as stated in the Order placed by Partner for you, and Partner is responsible for the accuracy of any such Order. Partners are not authorized to make any promises or commitments on Project Insight's behalf, and we are not bound by any obligations to you other than what we specify in this Agreement.
5. Authorized Users. Only the specific-named individuals for whom you have paid the required fees and whom you designate through the applicable Product ("Authorized Users") may access and use the Products. Some Products may allow you to designate different types of Authorized Users, in which case pricing and functionality may vary according to the type of Authorized User. Authorized Users may be you or your Affiliates' employees, representatives, consultants, contractors, agents, customers or other third parties who are acting for your benefit or on your behalf. All Authorized Users are required to comply with the applicable terms of this Agreement (including any future changes or amendments), along with any conditions or restrictions with respect to use of, or access to, the Products. You may increase the number of Authorized Users permitted to access your instance of the Product by placing a new Order or, in some cases, directly through the Product. In all cases, you must pay the applicable fee for the increased number of Authorized Users. You are responsible for compliance with this Agreement by all Authorized Users. All use of Products by you and your Authorized Users must be within the Product Use and solely for the benefit of you or your Affiliates. "Affiliate" means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where "control" means the power to direct the management or affairs of an entity, and "ownership" means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity
6. Service Terms.
6.1. Access to Service. Subject to the terms and conditions of this Agreement, Project Insight grants you a non-exclusive right to access and use the Service during the applicable Subscription Term (as defined below) in accordance with this Agreement, your applicable Product Use and the Documentation. If Project Insight offers client software (e.g., a desktop or mobile application) for any Service, you may use such software solely with the Service, subject to the terms and conditions of this Agreement. You acknowledge that our Service is on-line, subscription-based products and that we may make changes to the Service from time to time.
6.2. Subscription Terms and Renewals. The Service is provided on a subscription basis for a set term specified in your Order ("Subscription Term"). This Agreement will not auto-renew at the end of the Subscription Term. If you wish to continue using the Service after the current term, a new agreement or renewal order must be executed in writing by both parties prior to the expiration date. Project Insight Enterprise Plan has a five-user minimum. All other plans have no minimum user requirements. We reserve the right to adjust your pricing on each Anniversary Date of this Agreement, with at least twenty-one (21) days' prior written notice, by an amount not exceeding 5%.
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
6.3. Credentials. You must ensure that all Authorized Users keep their user IDs and passwords for the Service strictly confidential and not share such information with any unauthorized person.
User IDs are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using your accounts and passwords, and you agree to immediately notify Project Insight of any unauthorized use of which you become aware.
6.4. Your Data. "Your Data" means any data, content, video, images or other materials of any type that you upload, submit or otherwise transmit to or through the Service including any Sensitive Data as defined in Section 6.7.2 below. You will retain all right, title and interest in and to Your Data in the form provided to Project Insight. Subject to the terms of this Agreement, you hereby grant to Project Insight a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Service to you and (b) for the Service to enable you to share Your Data or interact with other people, to distribute and publicly perform and display Your Data as you (or your Authorized Users) direct or enable through the Service.
Project Insight may also access your account or instance in order to respond to your support requests.
6.5. Security. Project Insight implements security procedures to help protect Your Data from security attacks. However, you understand that use of the Service necessarily involves transmission of Your Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of Your Data lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of Your Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third-party service providers.
6.6. Storage Limits. There may be storage limits associated with a particular Service. These limits are described in the services descriptions on our websites, in the Documentation for the particular Service or on your Order. Project Insight reserves the right to charge for additional storage or overage fees at the rates specified on your Order. We may impose new, or may modify existing, storage limits for the Service at any time at our discretion, with or without notice to you.
6.7. Responsibility for Your Data.
6.7.1. General. You must ensure that your use of Service and all Your Data is at all times compliant with our Acceptable Use Policy (Addendum B) and all applicable local, state, federal and international laws and regulations ("Laws"). You represent and warrant that:
(i) you have obtained all necessary rights, releases and permissions to provide all Your Data to Project Insight and to grant the rights granted to Project Insight in this Agreement and (ii) Your Data and its transfer to and use by Project Insight as authorized by you under this Agreement do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third-party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
of any applicable privacy policies. Other than its security obligations under Section 6.5 (Security), Project Insight assumes no responsibility or liability for Your Data, and you shall be solely responsible for Your Data and the consequences of using, disclosing, storing, or transmitting it.
6.7.2. Sensitive Data. You will not submit to the Service (or use the Service to collect): (i) any personally identifiable information, except as necessary for the establishment of your Project Insight account; or (ii) any information or data that is subject to or protected under federal or state laws, rules or regulations pertinent to your specific industry (e.g. HIPPA, COPPA) collectively, "Sensitive Data". You acknowledge that Project Insight is not acting as your Business Associate or subcontractor and, notwithstanding any other provision to the contrary, Project Insight has no liability under this Agreement to you or to any third party for Sensitive Data.
6.7.3. Indemnity for Your Data. You will defend, indemnify and hold harmless Project Insight from and against any loss, cost, liability or damage, including attorneys' fees, for which Project Insight becomes liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third-party alleging that Your Data, or your use of the Service in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third-party or violates applicable law. This indemnification obligation is subject to your receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of Project Insight at your expense.
6.8. Removals and Suspension. Project Insight has no obligation to monitor any content uploaded to the Service. Nonetheless, if we deem such action necessary based on your violation of this Agreement or in response to takedown requests that we receive following our guidelines for Reporting Violations of Project Insight’s Acceptable Use Policy (Addendum C), we may (1) remove Your Data from the Service or (2) suspend your access to the Service. We will generally alert you when we take such action and give you a reasonable opportunity to cure your breach, but if we determine that your actions endanger the operation of the Service or other users, we may suspend your access immediately without notice. You will continue to be charged for the Service during any suspension period. We have no liability to you for removing or deleting Your Data from or suspending your access to any Service as described in this section.
6.9. Deletion at End of Subscription Term. We may remove or delete Your Data within a reasonable period of time (usually within six (6) months) after the termination of your Subscription Term.
6.10. Service Level Agreement (SLA).
6.10.1. Maintenance Downtime. Project Insight may schedule no more than 5 hours per week for routine maintenance, back-ups and data loads. Project Insight may or may not choose to use this time for maintenance, but scheduled downtime will not count against Project Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
Insight’s service availability commitment. Any single scheduled downtime event is typically no more than 15 minutes. Maintenance windows can be found on our website at https://projectinsight.com/system-status
6.10.2. System Availability. The Services shall be deemed “unavailable” if a customer is unable for all practical business purposes to transmit data to or receive data from the Project Insight hosting environment, provided that the inability to transmit and receive data is not due to problems with non-hosting environment equipment, services, communication lines, or other products.
Failure to meet the “Guaranteed System Availability Percentage” service levels below will result in penalties and will not be considered a breach of this SLA. Penalties will be calculated according to the following matrix if Project Insight falls below minimum service levels detailed below. All percentages exclude planned maintenance.
AVAILABILITY
Guaranteed System
Availability Percentage
99% of Total Hours Per Month (excluding planned
maintenance referenced in 6.10.1 above)
Credit to Customer’s
Account
3% of monthly fee for each 1% of the time period that
the Services are down beyond committed levels
Penalty Cap Maximum = Monthly fee
6.10.3. Credit Request and Payment Procedures. To receive a service credit, a customer must submit a request by sending an e-mail message to [email protected]. To be eligible, the customer’s credit request must (i) include the account name in the e-mail message (the account name is the one that receives Project Insight invoice); (ii) include, in the body of the e-mail, the dates and times of each incident of failure to meet availability service levels that are claimed to have experienced; (iii) include the server request logs that document the errors and corroborate the claimed outage (any confidential or sensitive information in these logs should be redacted); and (iv) be received by Project Insight within ten (10) business days after the end of the billing cycle in which the errors occurred. If the Guaranteed System Availability Percentage applicable to the month of such request is confirmed by Project Insight and is less than 99%, then Project Insight will Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
issue the service credit to the customer within one billing cycle following the month in which the error occurred. Customer’s failure to provide the request and other information as required above will disqualify the customer from receiving a service credit.
7. Software and/or Add-on Terms.
7.1. Your Software or Add-on License Rights. Subject to the terms and conditions of this Agreement, Project Insight grants you a non-exclusive, non-sublicenseable and nontransferable license to access or install and use the Software or Add-on ("License") during the applicable License Term in accordance with this Agreement, your applicable Product Use, and the Documentation. You may only use the Software or Add-on in your internal business operations including Affiliates and you shall not permit the Software or Add-on to be used for the benefit of third parties, including without limitation, used as part of a hosting service for third parties except as otherwise agreed to in writing (such as Designating Customers as Authorized Users [Addendum D]). The term of each License ("License Term") will be specified in your Order. Your License Term will end upon any termination of this Agreement. The terms "perpetual" and "no expiration date" as used on any of your internal purchase orders or other ordering mechanism, agreements or any other communication shall have no meaning. The Software and Other Products may require a license key in order to operate, which will be delivered as described in Section 10.1 (Delivery).
7.2. Number of Instances. Unless otherwise specified in your Order, for each License that you purchase, you may install one production instance of the Software or Add-on on systems owned or operated by you (or your third-party service providers so long as you remain responsible for their compliance with the terms and conditions of this Agreement). We also make available "developer" workspace/licenses free of charge for certain use cases of our Software and Add-on offerings which to allow you to deploy non-production instances for development, staging, training or QA purposes.
7.3. Your Modifications. Subject to the terms and conditions of this Agreement (including without limitation Third-Party Code in Project Insight Products [Addendum E]), you may modify your licensed copy of the Software or Other Products using available Software tools such as the REST APIs, Web Services or SDK solely for purposes of developing customizations and additional features for the Software or Other Products for the particular use of the Software or Other Products within your organization. Any modifications constitute "Your Modifications". You may use Your Modifications solely with respect to your own instances in support of your permitted use of the Software or Other Products and you may not distribute the code to Your Modifications to any third-party. You may however, post any code examples to the Project Insight Community to share with other Project Insight customers. Notwithstanding anything in this Agreement to the contrary, Project Insight has no support, warranty, indemnification or other obligation or liability with respect to Your Modifications or their combination, interaction or use with our Products. You shall indemnify, defend and hold us harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim brought against us by a third party relating to Your Modifications (including but not limited to any representations or Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
warranties you make about Your Modifications or the Software) or your breach of this Section
7.3. This indemnification obligation is subject to your receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonably necessary cooperation of Project Insight at your expense.
7.4. Attribution. In any use of the Software, you must include the following attribution to Project Insight on all user interfaces in the following format: "Powered by Project Insight," which must in every case include a hyperlink to https://projectinsight.com, and which must be in the same format as delivered in the Software.
7.5. Third-Party Code. The Software includes code and libraries licensed to us by third parties.
See Third-Party Code in Project Insight Products (Addendum E) for additional provisions regarding our use of third-party code.
8. Support. Project Insight will provide the support and maintenance services for the Products described in the Project Insight Support Policy (Addendum F) ("Support") during the period for which you have paid your applicable fees. Support is subject to the terms of the Project Insight Support Policy and will be provided during the term of this Agreement. The Project Insight Support Policy may be modified by Project Insight from time to time to reflect process improvements or changing practices. Support for Software and Other Products include access to New Releases, if and when available. "New Releases" are bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Software or Other Products that we make generally available to our customers using the Software or Other Products.
9. Consulting, Implementation, Training, and Programming Services. We will provide consulting, implementation, training and programming services purchased in an Order in accordance with the descriptions and conditions for those services set forth in the Order ("Other Services"). Project Insight shall retain all right, title and interest in and to any materials, deliverables, modifications, derivative works or developments related to any Other Services we provide ("Other Materials"). Any Other Materials provided to you may be used only in connection with the Products subject to the same use restrictions for the Products. You will reimburse Project Insight for reasonable travel and lodging expenses as incurred in providing any Other Services. Consulting, implementation, and programming services are subject to the terms of the Project Insight Professional Services Agreement (Addendum G).
10. Financial Terms.
10.1. Delivery. We will deliver the applicable license keys and instructions (in the case of Software and Other Products) or login instructions (in the case of Service) to the email addresses specified by you when we have received payment of the applicable fees. All deliveries under this Agreement will be electronic. For the avoidance of doubt, unless otherwise agreed to by both parties, you are responsible for installation of any Software or Add-on, and you acknowledge that Project Insight has no further delivery obligation with respect to the Software after delivery of the license keys and instructions.
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
10.2. Payment. You agree to pay all fees in accordance with each Order. All amounts are payable in U.S. dollars and unless otherwise specified in your Order, you will pay at the time you place your Order. Other than as expressly set forth in Section 19 (IP Indemnification by Project Insight), all amounts are non-refundable, non-cancelable and non-creditable. In making payments, you acknowledge that you are not relying on future availability of any Products beyond the current License Term or Subscription Term or any Product upgrades or feature enhancements. If you add Authorized Users during your License Term or Subscription Term, we will charge you for the increased number of Authorized Users at the then-current prevailing rates. If you have a credit card on file with us, you agree that we may bill your credit card for renewals, additional users, and unpaid fees, as applicable. If you purchase any Products through a Partner, you owe payment to the Partner as agreed between you and the Partner, but you acknowledge that we may terminate your rights to use Products if we do not receive our corresponding payment from the Partner. Project Insight reserves the right to change or modify its pricing upon each Anniversary Date of this Agreement, upon thirty (30) days prior written notice, by an amount not to exceed 5% of the then current pricing.
10.3. Taxes. Your payments under this Agreement exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Project Insight, you must pay to Project Insight the amount of such taxes or duties in addition to any fees owed under this Agreement.
Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to Project Insight any such exemption information, and Project Insight will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.
11. No-Charge Products. We may offer certain Products to you at no charge, including free accounts, trial use, and access to Beta Versions as defined below ("No-Charge Products"). Your use of NoCharge Products is subject to any additional terms that we specify and is only permitted for the period designated by us. You may not use No-Charge Products for competitive analysis or similar purposes. We may terminate your right to use No-Charge Products at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release and beta products we make available ("Beta Versions") are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Products. We make no promises that any Beta Versions will ever be made generally available. In some circumstances, we may charge a fee in order to allow you to access Beta Versions, but the Beta Versions will still remain subject to this Section 11 (No-Charge Products). All information regarding the characteristics, features or performance of Beta Versions constitutes Project Insight's Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Products, including any Support, warranty, and indemnity obligations.
12. Restrictions. Except as otherwise expressly permitted in this Agreement, you will not: (a) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Products to a third party, (b) use the Products for the benefit of any third party, (c) Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
incorporate any Products into a product or service you provide to a third party, (d) interfere with any license key mechanism in the Products or otherwise circumvent mechanisms in the Products intended to limit your use, (e) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Products, except as permitted by law, (f) remove or obscure any proprietary or other notices contained in any Product, or (g) publicly disseminate information regarding the performance of the Products.
13. License Certifications and Audits. At our request, you agree to provide a signed certification that you are using all Products pursuant to the terms of this Agreement, including the Product Use. You agree to allow us, or our authorized agent, to audit your use of the Products. We will provide you with at least 10 days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that you have exceeded the Product Use. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you exceed your Product Use, we may invoice you for any past or ongoing excessive use, and you will pay the invoice upon receipt. This remedy is without prejudice to any other remedies available to Project Insight at law or equity or under this Agreement. To the extent we are obligated to do so, we may share audit results with certain of our third-party licensors or assign the audit rights specified in this Section to such licensors.
14. Ownership and Feedback. Products are made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as "purchase" or "sale".
Project Insight and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to the Products (including all No-Charge Products), their "look and feel", any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Project Insight, regardless if they are paid for by you, including without limitation as they may incorporate Feedback ("Project Insight Technology"). From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to Project Insight, including sharing Your Modifications or in the course of receiving Support ("Feedback"). Project Insight may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits Project Insight's right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
15. Mutual Confidentiality. Each party agrees that all code, inventions, know-how, business, technical and financial information disclosed to such party ("Receiving Party") by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure. Any Project Insight Technology and any performance information relating to the Products shall be deemed Confidential Information of Project Insight without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." EACH PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE. Nothing in this Agreement is intended to grant any rights to either party under any patent, mask work right or copyright of the other party, nor shall this Agreement grant any party any rights in or to the Confidential Information of the other party except as expressly set forth this Agreement.
16. Term and Termination. This Agreement is in effect for as long as you have a valid License Term or Subscription Term (the "Term"), unless sooner terminated as permitted in this Agreement. Either party may terminate this Agreement before the expiration of the Term if the other party materially breaches any of the terms of this Agreement and does not cure the breach within thirty (30) days after written notice of the breach. In the event of an uncured material breach, you will be entitled to a prorated refund of the unused subscription term. Either party may also terminate the Agreement before the expiration of the Term if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations. You may terminate this Agreement at any time with notice to Project Insight, but you will not be entitled to any credits or refunds as a result of convenience termination for prepaid but unused Software, Service, or Other Services. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Once the Agreement terminates, you (and your Authorized Users) will no longer have any right to use or access any Products, or any information or materials that we make available to you under this Agreement, including Project Insight Confidential Information. You are required to delete any of the foregoing from your systems as applicable (including any third-party systems operated on your behalf) and provide written certification to us that you have done so at our request. The following provisions will survive any termination or expiration of this Agreement: Sections 6.7.3 (Indemnity for Your Data), 10.2 (Payment), 10.3 (Taxes), 11 (No-Charge Products) (disclaimers and use restrictions only), 12 (Restrictions), 13 (License Certifications and Audits), 14 (Ownership and Feedback), 15 (Confidentiality), 16 (Term and Termination), 17 (Warranty Disclaimer), 18 (Limitation of Liability), 22 (Dispute Resolution), 23 (Export Restrictions), and 26 (General Provisions).
17. Warranty and Disclaimer.
17.1. Due Authority. Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if you are an entity, this Agreement and each Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
Order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.
17.2. WARRANTY DISCLAIMER. ALL PRODUCTS ARE PROVIDED "AS IS," AND PROJECT INSIGHT
AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS
OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A
PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF
STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. PROJECT INSIGHT SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS,
SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND
ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF PROJECT INSIGHT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PROJECT INSIGHT
NOR ANY OF ITS THIRD-PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR
GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY,
ACCURACY OR COMPLETENESS OF ANY PRODUCTS OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE PRODUCTS WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE PRODUCTS (OR ANY
PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCTS) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ANY
STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE PRODUCTS (OR ANY
SERVER(S) THAT MAKE A SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
18. Limitation of Liability. EXCEPT IN AN INSTANCE OF WILLFUL, ILLEGAL OR EGREGIOUS CONDUCT BY
A PARTY, NEITHER PARTY (NOR ITS SUPPLIERS) SHALL BE LIABLE FOR ANY LOSS OF USE, LOST OR
INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF
DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY
KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT,
TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NEITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER SHALL EXCEED THE AMOUNT OF INSURANCE REQUIRED BY AGREEMENT OF THE PARTIES.
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, OUR AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE PRODUCTS SHALL BE US$0. THIS SECTION 18 (LIMITATION OF LIABILITY) SHALL NOT APPLY TO (1) AMOUNTS OWED BY YOU UNDER ANY ORDERS, (2) EITHER PARTY'S EXPRESS INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, OR (3) YOUR BREACH OF SECTION 12 (RESTRICTIONS) OR COMBINING THE PRODUCTS THIRD-PARTY CODE IN PROJECT INSIGHT PRODUCTS (Addendum E). TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO SUPPLIERS OF ANY
THIRD-PARTY COMPONENTS INCLUDED IN THE PRODUCTS WILL BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER. The parties agree that the limitations specified in this Section 18 (Limitation of Liability) will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
19. IP Indemnification by Project Insight. We will defend you against any claim brought against you by a third party alleging that a Product, when used as authorized under this Agreement, infringes a United States patent or registered copyright (a "Claim"), and we will indemnify you and hold you harmless against any damages and costs finally awarded by a court of competent jurisdiction or agreed to settlement by Project Insight (including reasonable attorneys' fees) arising out of a Claim, provided that we have received from you: (a) prompt written notice of the claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the claim, including providing us a copy of the claim and all relevant evidence in your possession, custody or control; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the claim. If your use of a Product is (or in our opinion is likely to be) enjoined, if required by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure a license for your continued use of the Product in accordance with this Agreement; (ii) substitute a substantially functionally similar Product; or (iii) terminate your right to continue using the Product and refund any prepaid amounts for the terminated portion of the Subscription Term or License Term. Project Insight's indemnification obligations above do not apply: (1) if the total aggregate fees received by Project Insight with respect to your license to Software or subscription to Service in the 12 month period immediately preceding the claim is less than US$50,000; (2) if the Product is modified by any party other than Project Insight, but solely to the extent the alleged infringement is caused by such modification; (3) if the Product is used in combination with any nonProject Insight product, software or equipment, but solely to the extent the alleged infringement is caused by such combination; (4) to unauthorized use of Products; (5) to any Claim arising as a result of (y) Your Data (or circumstances covered by your indemnification obligations in Section 6.7.3 (Indemnity for Your Data)) or (z) any third-party deliverables or components contained within the Products; (6) to any unsupported release of the Software; or (7) if you settle or make any admissions with respect to a claim without Project Insight's prior written consent. THIS SECTION 19 (IP
INDEMNIFICATION BY PROJECT INSIGHT) STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY
FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY PRODUCT OR OTHER ITEMS PROVIDED BY PROJECT INSIGHT UNDER THIS AGREEMENT.
20. Publicity Rights. We may identify you as a Project Insight customer in our promotional materials.
You may request that we stop doing so by submitting an email to [email protected] at any time. Please note that it may take us up to 30 days to process your request.
21. Improving Our Products. We are always striving to improve our Products. In order to do so, we need to measure, analyze, and aggregate how users interact with our Products, such as usage patterns and characteristics of our user base. We collect and use analytics data regarding the use of our Products as described in our Privacy Policy (Addendum A).
22. Dispute Resolution.
22.1. Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the applicable laws of the State of California, USA, without giving effect to the principles of that State relating to conflicts of laws.
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
22.2. Injunctive Relief; Enforcement. Notwithstanding the provisions of Section 22.1 (Dispute Resolution and Arbitration), nothing in this Agreement shall prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
22.3. Exclusion of UN Convention and UCITA. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement regardless of when or where adopted.
23. Export Restrictions. The Products are subject to export restrictions by the United States government and import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your use of the Products. You shall not (and shall not allow any third party to) remove or export from the United States or allow the export or re-export of any part of the Products or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department's Table of Denial Orders or U.S. Treasury Department's list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You represent and warrant that (i) you are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list and (ii) that none of Your Data is controlled under the US International Traffic in Arms Regulations. The Products are restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology without the prior permission of the United States government.
24. Non-Solicitation of Employees, Contractors and Customers. We both agree not to solicit, employ or offer to employ, or form a company employing, or form a company in partnership with any employees or sub-contractors of the other for a period of one (1) year from the date of termination of this Agreement. We also both agree not to provide names of the other's employees to any recruiting agency or consulting firm. Additionally, neither of us will, without the prior written consent of the other, solicit or attempt to solicit, divert or hire away any independent contractor or consultant engaged by the other; nor solicit, attempt to solicit, divert, sell to or actively pursue (other than pursuant to a general advertisement to the public at-large) any active customer of the other party, whose name was disclosed as Confidential Information.
25. Changes to this Agreement. We may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an email to the billing or technical contact you designate in the applicable Order, posting on our website or blog, through your Project Insight account, or in the Product itself). If we modify the Agreement during your License Term or Subscription Term, the modified version will be effective upon your next renewal of a License Term, or Subscription Term, as applicable. In this case, if you object to the updated Agreement, as your Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew.
With respect to No-Charge Products, accepting the updated Agreement is required for you to continue using the No-Charge Products. You may be required to click through the updated Agreement to show your acceptance. If you do not agree to the updated Agreement after it becomes effective, you will no longer have a right to use No-Charge Products. For the avoidance of doubt, any Order is subject to the version of the Agreement in effect at the time of the Order.
26. General Provisions. Any notice under this Agreement must be given in writing. We may provide notice to you via email, or through your account. Our notices to you will be deemed given upon the first business day after we send the notice to you. You may provide notice to us by post to Project Insight, ATTN: General Counsel, 13217 Jamboree Road, Suite 468, Tustin, CA 92782 or by emailing us at [email protected]. Your notices to us will be deemed given upon our receipt. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency. You may not assign this Agreement without our prior written consent, except however, you may assign this Agreement to a purchaser of all or substantially all of your assets, a subsidiary or business unit, or a successor by merger or operation of law so long as such purchaser, subsidiary, business unit or successor agrees to be bound by the terms of this Agreement. We may assign our rights and obligations under this Agreement (in whole or in part) without your consent. The Products are commercial computer software. If you are an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Products, or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Products were developed fully at private expense. All other use is prohibited. This Agreement is the entire agreement between you and Project Insight relating to the Products and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Products or any other subject matter covered by this Agreement. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. This Agreement may not be modified or amended by you. As used herein, "including" (and its variants) means "including without limitation" (and its variants). No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. The parties are independent contractors. This Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give on party the express or implied right, power or authority to create any duty or obligation of the other party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
Metafuse, Inc, dba Project Insight (CUSTOMER)
By:
(signature)
By:
(signature)
Name: Steve West Name:
Title: CEO Title:
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
Privacy Policy (Addendum A)
Project Insight (collectively, "Project Insight" or "Metafuse" or "Metafuse, Inc." or "we" or "us" or "our") complies with the EU-U.S. Data Privacy Framework (EU-U.S. DPF) and the Swiss-U.S. Data Privacy Framework (Swiss-U.S. DPF) as set forth by the U.S. Department of Commerce. Project Insight has certified to the U.S. Department of Commerce that it adheres to the EU-U.S. Data Privacy Framework Principles (EU-U.S. DPF Principles) regarding the processing of personal data received from the European Union in reliance on the EU-U.S. DPF. Project Insight has certified to the U.S. Department of Commerce that it adheres to the Swiss-U.S. Data Privacy Framework Principles (Swiss-U.S. DPF Principles) regarding the processing of personal data received from Switzerland in reliance on the Swiss-U.S. DPF. If there is any conflict between the terms in this privacy policy and the EU-U.S. DPF Principles and/or the SwissU.S. DPF Principles, the Principles shall govern. To learn more about the Data Privacy Framework (DPF) Program, and to view our certification, please visit https://www.dataprivacyframework.gov/ We are responsible for the processing of personal data received from the EU and Swiss and then transferred to a third party acting as an agent on our behalf. We remain liable in accordance if thirdparty agents that we engage to process such personal data on our behalf do so in a manner inconsistent with the EU-U.S. Data Privacy Framework Principles, and Swiss-US DPF Principles unless we prove that we are not responsible for the event giving rise to the damage.
In accordance with the EU-U.S. Data Privacy Framework Principles, and Swiss-US DPF Principles, Project Insight is subject to the investigatory and enforcement power of the U.S. Federal Trade Commission (FTC).
In compliance with the EU-U.S. DPF, Project Insight commits to cooperate and comply with the advice of the panel established by the EU data protection authorities (DPAs) regarding unresolved complaints concerning our handling of human resources data received in reliance on the EU-U.S. DPF in the context of the employment relationship. Any complaints regarding our DPF policy should first contact Project Insight at:
Project Insight
Attn: Privacy Officer
13217 Jamboree Road, Suite 468
Tustin, CA 92782 USA
[email protected]
Project Insight has further committed to refer unresolved Data Privacy Framework complaints to JAMS, an alternative dispute resolution provider designated to address complaints and provide appropriate recourse fee of charge to the affected individual. If you do not receive timely acknowledgment of your complaint from us, or if we have not resolved your complaint, please contact or visit JAMS (https://www.jamsadr.com/DPF-Dispute-Resolution) for more information or to file a complaint.
For the purposes of this Policy, our "Services" refer to the Project Insight™ Website, Project Insight SaaS project portfolio and management solution. It does not include third-party products that you may choose to integrate with Project Insight products or services, such as third-party add-ons available in the Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
Project Insight web application add-ons listing. Please refer to the privacy policies governing third-party add-ons prior to integrating with Project Insight and remove any add-ons if you object to the third party’s use of your personal information.
Collected Information
We require customers who register to use the Services offered on our website to give us contact information, such as their name, company name, address, phone number, e-mail address, financial qualification and billing information, such as billing name and address, credit card number and the number of users within the organization that will be using the Services.
At the time you express interest in attaining additional information, or when you register for the service, we may also ask for additional information, such as title, department name, fax number, or additional company information, such as annual revenues, number of employees, or industry. Customers can opt out of providing this additional information by not entering it when asked. Customers can update or remove their information at any time by logging into the Services and editing their information within the Administration section. Customers can view their updated profiles to confirm the edits have been made.
Project Insight uses the information that we collect to set up Services for individuals and their organizations. We may also use the information to contact customers to discuss customer interest in our company, the Services that we provide, and to send information regarding our company or partners, such as promotions and events. Customers are asked to provide an email address when registering for the Service to receive a username and password. We may email information regarding updates to the Service or company or may also send a customer newsletter.
We share information, including personal information, with our third-party service providers that we use to provide hosting for and maintenance of our Websites, application development, backup, storage, payment processing, analytics and other services for us. These third-party service providers may have access to or process your personal information for providing these services for us. We do not permit our third-party service providers to use the personal information that we share with them for their marketing purposes or for any other purpose than relating to the services they provide to us.
Our customers will be using the Services to host data and information ("Data"). Project Insight will not review, share, distribute, print, or reference any such Data except as provided in a Services Agreement, or as may be required by law. Individual records may at times be viewed or accessed only for providing customer support, research a suspected violation of a Services Agreement, or as may be required by law. Customers are responsible for maintaining the confidentiality and security of their user registration and password.
Project Insight may also collect certain information from visitors to, and customers of the website, such as Internet addresses. This information is logged to help diagnose technical problems, and to administer our Services for continuous quality improvement. We may also track and analyze non-identifying and aggregate usage and volume statistical information from our visitors and customers and provide such information to third parties.
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
Cookies and other tracking technologies from your use of the Services When you interact with your Services, we strive to make that experience easy and meaningful. When you come to your Services, our web server sends a cookie to your computer. Cookies are files that web browsers place on a computer's hard drive and are used to tell us whether customers and visitors have visited the website previously.
Standing alone, cookies do not identify you personally. They merely recognize your browser. Unless you choose to identify yourself to us, either by responding to a promotional offer, opening an account, or registering for a 'trial period,' you remain anonymous to us. Cookies come in two forms: session and persistent-based. Session cookies exist only during an online session. They disappear from your computer when you close your browser software or turn off your computer. Persistent cookies remain on your computer after you have closed your browser or turned off your computer. They include such information as a unique identifier for your browser.
Project Insight uses session cookies containing encrypted or encoded information including your username and session ID. This information allows us to process your online transactions and requests.
Session cookies help us make sure you are who you say you are after you have logged in and are required to use the Services. Project Insight uses persistent cookies that only we can read and use, to identify the fact that you are our customer or prior Project Insight website visitor (whatever the case may be). We are especially careful about the security and confidentiality of the information stored in persistent cookies. For example, we do not store account numbers or passwords in persistent cookies.
Users who disable their web browsers' ability to accept cookies will be able to browse our website but will not be able to successfully use our Services.
We use Local Storage such to store content information and preferences. Web browsers offer their own management tools for preventing Local Storage access.
Log Files from use our Services
As is true with most websites and services, we gather certain information automatically and store it in log files. This information includes internet protocol addresses, browser, internet service provider, referring/exit pages, operating system, date/time stamp, and click stream data as well as certain personal information such as username, user email address and other information that may be included in open text fields. Our Services log files are subject to the same strict data security policies and procedures as apply to our Services. We may combine this automatically collected log information with other information we collect about you. We do this to improve the Services that we offer you, to improve marketing, analytics, or Services functionality.
Analytics information from your use of our Services
We collect analytics information when you use our Services to help us improve them. We partner with a third party to manage our advertising on other sites. Our third-party partner may use technologies such as cookies to gather information about your activities on our website and other sites to provide you with advertising based upon your browsing activities and interests. If you wish to not have this information used for serving your interest-based ads, you may opt-out by clicking http://preferencesmgr.truste.com/ (or if located in the European Union click https://youronlinechoices.eu/). Please note this does not opt you out of being served ads and you will continue to receive generic ads.
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
In our Services, analytics information may consist of the feature and function of the Service being used, the associated domain name, the username and IP address of your Agent or End-User (which may include personal information if the personal information was incorporated into the username) and additional information required to detail the operation of the function and which parts of a Service are being affected. The analytics information we collect may include elements of Service Data related to the function the end-user is performing. As such, the analytics information we collect may include personal information or sensitive business information.
Communications with Project Insight
When you send an email or other communication to us, including support requests for our Services, we may collect the personal information that you provide us and may use it to process your inquiries, respond to your requests and improve our Services. You and your agents may receive occasional marketing communications regarding our products and Services. You can opt out of receiving marketing communications. Please contact [email protected] or follow the unsubscribe instructions included in our marketing communications to opt-out.
Blogs and Public Forums
Our Services offer publicly accessible blogs or community forums. Information provided in these areas are read, collected, and used by others who access them. You may request removal of your personal information from these pages by contacting [email protected]. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why.
Subscriber Testimonials/Comments/Reviews/Feedback
From time to time, we post subscriber testimonials on our website that may contain personal information. We obtain your consent to post names along with your testimonials. If you wish to update or delete your testimonial, contact us at [email protected].
Referrals
If you choose to use our referral service to tell another person about our Services, we will ask you for that person's name and email address. We will contact this person inviting him or her to visit our website or speak to us on the phone and will store this information for sending emails, tracking the success of our referral program and other marketing activities. Referred individuals can opt-out of receiving marketing communications from us by contacting us at [email protected] or following the unsubscribe instructions included in our marketing communications.
Other Submissions
We collect other information, including personal information, that you submit to our Services or as you participate in certain interactive features of our Services, participate in surveys, contests, promotions, sweepstakes, activities or events, apply for a job, request customer support, communicate with us via third-party social media sites or otherwise communicate with us. Any information, including personal information that you submit through our Services could be visible to the public unless submitted via a secure area in the Services.
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
Social Media
Our Services include social media features, such as the Facebook Like button and the Share This button, a Twitter Tweet This button, etc. or interactive mini-programs that run on our Services. These features may collect your Internet protocol address, which page you are visiting on our Services, and may set a cookie to enable the feature to function properly. Social media features are either hosted by a third party or hosted directly on our Services. Your interactions with these features are governed by the privacy statement of the company providing it.
Single Sign-On
You can log into some of our Services using single sign-in services. These services will authenticate your identity, provide you the option to share certain personal information (such as your name and email address) with us. Some of these services give you the option to post information about your activities on our Services to your profile page to share with others within your network.
Third-Party Sites
The Services may contain links to other websites. These websites could contain links that users input in the system as well. Project Insight is not responsible for the privacy practices or the content of these other websites. Customers and visitors will need to check the privacy statements of these other websites to understand their policies. Customers and visitors who access a linked site may be disclosing their private information. It is the responsibility of the user to keep such information private and confidential.
How We Use Personal Information
General Uses:
We use the personal information that we collect for a variety of purposes. To:
• Provide, operate, maintain, analyze, improve and promote our Services and tailor our Services to our subscribers' needs;
• Enable you and your end users to access and use our Services; • Process and complete transactions, and send you related information, including purchase confirmations and invoices;
• Communicate with you, including responding to your comments, questions, and requests; providing customer service and support;
• Provide you with information about services, features, surveys, newsletters, offers, promotions, contests and events;
• Provide other news or information about us and our select partners; and sending you technical notices, updates, security alerts, and support and administrative messages; • Monitor and analyze trends, usage, and activities in connection with our Services and for marketing or advertising purposes;
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
• Investigate and prevent fraudulent transactions, unauthorized access to our Services, and other illegal activities; and
• For other purposes about which we notify you.
Analysis of our Websites and Services
As indicated above, we use the information we collect (including log and configuration data) to understand how our Services are being configured and used, how they can be improved, and to develop new services, features and functionality.
Sharing Personal Information
Third-party service providers
We share information, including personal information, with our third-party service providers (such as credit card processors, managed hosting providers, sub-processors of Service Data, and technology partners) to provide the necessary hardware, software, networking, storage, and other services that we use to operate our Services and maintain a high-quality user experience. We do not permit our service providers to use the personal information that we share with them for their marketing purposes or for any other purpose than the services they provide to us.
We are responsible for the processing of personal data received from the EU and then transferred to a third party acting as an agent on our behalf. We remain liable in accordance if third-party agents that we engage to process such personal data on our behalf do so in a manner inconsistent with the EU-U.S.
Data Privacy Framework Principles, unless we prove that we are not responsible for the event giving rise to the damage. If you wish to limit or restrict the use or sharing/disclosure of your personal information, you can email us at [email protected].
Other Services:
You may choose to make use of Other Services in conjunction with our Services. Other Services are third-party products, applications, services, software, products, networks, systems, directories, websites, databases and information which our Services link to, or which you may connect to or enable in conjunction with the Services, including, without limitation, Other Services which may be integrated directly into your account to which you grant access privileges to your account. When access is granted, certain information in your account is shared with the third party, including personal information.
Project Insight does not control the policies and procedures of these Other Services even though the Other Services may be available through our Services. This Policy does not cover the collection or use of information, including personal information, by Other Services, and we urge you to consider the privacy policies governing these Other Services.
Compliance with Laws and Law Enforcement Requests:
We disclose personal information to respond to subpoenas, court orders, or legal process, or to establish or exercise our legal rights or defend against legal claims. We may also share such information if we believe it is necessary to investigate, prevent, or take action regarding illegal activities, suspected Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
fraud, situations involving potential threats to the physical safety of any person, violations of our Service Agreement(s), or as otherwise required by law.
In accordance with the EU-U.S. Data Privacy Framework Principles, Project Insight is subject to the investigatory and enforcement powers of the U.S. Federal Trade Commission (FTC).
Security
Our Services have security measures in place to help protect against the loss, misuse, and alteration of the data under our control. Please read our Cloud Security Statement for details.
Opt-Out Policy
Project Insight offers its visitors and customers a means to choose how we may use information provided. If, at any time after registering for information or ordering Services, you change your mind about receiving information from us or about sharing your information with third parties, send us a request specifying your new choice. Simply send your request by email to [email protected] or easily unsubscribe using the link provided in each email.
Accessing, Updating & Removing Your Information
Customers maintain the right to access, update or change registration information by editing the user(s) or organization record. Some updates and removal procedures will require customer administration rights to the Services and may require further assistance from Support Services when deactivation of a user account or organization is required. Accounts managed by organizations and account administrators may be controlled by that organization and/or administrator as to how information is retained and deleted. To update a user profile or organization record, log on to your Service to do so. To update billing information, please call 949-476-6499.
Business Transactions
Project Insight may assign or transfer this Policy, and your account and related information and data, including any personal information, to any person or entity that acquires all our or substantially all our business, stock or assets of, or with whom we merge.
Questions
Any questions regarding this Policy should be directed to [email protected].
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
Acceptable Use Policy (Addendum B)
Here at Project Insight, our mission is to make your work life better! To do this, we need to keep our products and Services running smoothly, quickly, and without distraction. For this to happen, we need help from you, our customers and users. We need you not to misuse or abuse our products and Services.
To describe exactly what we mean by "misuse" or "abuse" – and help us identify such transgressions and react accordingly – we've created this Acceptable Use Policy. Under this policy, we reserve the right to remove content that is inconsistent with the spirit of the guidelines, even if it's something that is not forbidden by the letter of the policy. In other words, if you do something that isn't listed here verbatim, but it looks or is similar to something listed here, we may still remove it.
You'll see the word "Services" a lot throughout this page. That refers to all websites owned or operated by Project Insight such as projectinsight.com, support.projectinsight.com, and any related websites, sub-domains and pages, as well as any hosted Services operated by Project Insight such as the Project Insight SaaS application, Project Insight dedicated hosted application, and any add-ons (see Project Insight Customer Agreement).
Use your judgment, and let's create a solid community so we can all keep doing great things. You can find all the legal fine print at the bottom of this page.
Here's what we won't allow:
Disruption
• Compromising the integrity of our systems. This could include probing, scanning, or testing the vulnerability of any system or network that hosts our Services. • Tampering with, reverse-engineering, or hacking our Services, circumventing any security or authentication measures, or attempting to gain unauthorized access to the Services, related systems, networks, or data.
• Modifying, disabling, or compromising the integrity or performance of the Services or related systems, network or data.
• Deciphering any transmissions to or from the servers running the Services. • Overwhelming or attempting to overwhelm our infrastructure by imposing an unreasonably large load on our systems that consume extraordinary resources (CPUs, memory, disk space, bandwidth, etc.), such as:
• Using "robots," "spiders," "offline readers," or other automated systems to send more request messages to our servers than a human could reasonably send in the same period of time by using a normal browser.
• Going far beyond the use parameters for any given service as described in its corresponding documentation.
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
Wrongful activities
• Misrepresentation of yourself or disguising the origin of any content (including by "spoofing", "phishing", manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with us or any third party). • Using the Services to violate the privacy of others, including publishing or posting other people's private and confidential information without their express permission, or collecting or gathering other people's personal information (including account names or information) from our Services.
• Using our Services to stalk, harass, or post direct, specific threats of violence against others. • Using the Services for any illegal purpose, or in violation of any laws (including without limitation data, privacy, and export control laws).
• Accessing or searching any part of the Services by any means other than our publicly supported interfaces (for example, "scraping").
• Using meta tags or any other "hidden text" including Project Insight's or our suppliers' product names or trademarks.
• Use the Services to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software.
Inappropriate communications
• Using the Services to generate or send unsolicited communications, advertising, chain letters, or spam.
• Soliciting our users for commercial purposes, unless expressly permitted by Project Insight. • Disparaging Project Insight or our partners, vendors, or affiliates. • Promoting or advertising products or Services other than your own without appropriate authorization.
Inappropriate content
• Posting, uploading, sharing, submitting, or otherwise providing content that:
• Infringes Project Insight's or a third party's intellectual property or other rights, including any copyright, trademark, patent, trade secret, moral rights, privacy rights of publicity, or any other intellectual property right or proprietary or contractual right. • You don't have the right to submit.
• Is deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful to minors, pornographic (including child pornography, which we will remove and report to law enforcement, including the National Center for Missing and Exploited Children), indecent, harassing, hateful.
• Encourages illegal or tortious conduct or that is otherwise inappropriate.
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
• Attacks others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition.
• Contains viruses, bots, worms, scripting exploits, or other similar materials. • Is intended to be inflammatory.
• Could otherwise cause damage to Project Insight or any third party.
In this Acceptable Use Policy, the term "content" means: (1) any information, data, text, software, code, scripts, music, sound, photos, graphics, videos, messages, tags, interactive features, or other materials that you post, upload, share, submit, or otherwise provide in any manner to the Services and (2) any other materials, content, or data you provide to Project Insight or use with the Services.
Without affecting any other remedies available to us, Project Insight may permanently or temporarily terminate or suspend a user's account or access to the Services without notice or liability if Project Insight (in its sole discretion) determines that a user has violated this Acceptable Use Policy.
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
Reporting Violations of Project Insight’s Acceptable Use Policy (Addendum C)
Project Insight respects the rights of copyright and trademark holders, as described in this policy. This policy is incorporated by reference into the Project Insight Customer Agreement (the "Agreement").
Any capitalized terms used but not defined below have the meanings in the Agreement or our Acceptable Use Policy (Addendum B), as applicable, except where otherwise noted.
General Acceptable Use Violations
If you believe in good faith that any content or user behavior on our Services violates Project Insight’s Acceptable Use Policy (excluding trademark or copyright issues, which are addressed separately), please notify us by writing to [email protected] or at the notice address listed in your Agreement with Project Insight. Your report should include:
1) A detailed description of the content or conduct believed to be in violation of our Acceptable Use Policy;
2) The location of the content or conduct, such as a specific URL or description of the feature or area within the Services where the violation occurred;
3) The basis of your concern, including why you believe the content or behavior violates the Acceptable Use Policy;
4) A statement that the information provided in your notice is accurate and made in good faith.
Upon receiving your notice, Project Insight will promptly review the reported content or behavior.
Where appropriate, we will notify the party involved and may take any action we deem necessary, which may include removing content or limiting or terminating access to the Services.
Copyright Specific Violations
Project Insight does not allow copyright infringing activities on Project Insight's Services or websites (our "Websites"). We will remove a party's data or content from our Websites if properly notified that such data or content infringes on another's copyright rights. Project Insight has a policy of terminating, in appropriate circumstances, the accounts of parties who repeatedly infringe copyright holders' copyrights. You are a "repeat infringer" if, on more than two occasions, you have been notified of infringing activity or have had Your Data or Content removed from our Websites. Project Insight also reserves the right to terminate Your accounts suspected of infringing copyrights upon the first incident without further notice, at our sole discretion. If you believe that any content in our Websites violates your copyright, you should notify Project Insight's copyright agent in writing pursuant to the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512(c)(3). The contact information for Project Insight's copyright agent is at the bottom of this section.
In order for Project Insight to take action, you must do the following in your notice:
(1) provide your physical or electronic signature;
(2) identify the copyrighted work that you believe is being infringed, or, if multiple copyrighted works are covered by the notice, a representative list of such works; (3) identify the item that you think is infringing and which is to be removed or access to which is to be disabled, and include sufficient information about where the material is located (including which website) so that Project Insight can find it (such as the item's URL); Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
(4) provide Project Insight with a way to contact you (such as address, telephone number, or email); (5) provide a statement that you believe in good faith that the item identified as infringing is not authorized by the copyright owner, its agent, or the law to be used by Project Insight; and (6) provide a statement that the information you provide in your notice is • accurate, true and correct and that
• under penalty of perjury, you are the copyright owner or are authorized to act on behalf of the copyright owner whose work is allegedly being infringed.
We will promptly notify the alleged infringer that you have claimed ownership of the rights in this content and that we have complied with your takedown notice for the content.
Here is the contact information for Project Insight's copyright agent:
Project Insight
Attn: Copyright Agent
E-Mail: [email protected]
Trademark and Branding Violations
If you are a trademark owner and you believe in good faith that any content on our Websites or infringes on your trademark rights, please inform us in writing [email protected] or at the notice address for Project Insight indicated in the Agreement. Your notice must include:
(1) Identification of the trademark(s) claimed to have been infringed, and, if registered with the United States Patent and Trademark Office or similar foreign entity, the registration number of the mark(s); (2) Identification of the material claimed to be infringing and information sufficient to permit Project Insight to locate the material, such as the specific URL where the trademark appears on the Websites; (3) A statement that the complaining party has a good faith belief that use of the trademark in the manner complained of is an infringement of the rights granted under United States and/or foreign trademark law;
(4) A statement that the information in the letter is:
• accurate, and
• under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the allegedly infringed trademark; and
Upon receipt of a notice containing the above information, Project Insight will promptly notify the party who provided the allegedly infringing content and will promptly remove or cause to be removed the allegedly infringing content.
We reserve the right to reclaim usernames on behalf of businesses or individuals that hold legal claim or trademark on those usernames. Accounts using business names and/or logos to mislead others may be permanently suspended.
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
Designating Customers as Authorized Users (Addendum D)
This is a supplement to the Project Insight Customer Agreement (the "Agreement") and is included in the Agreement. Any capitalized terms used but not defined below have the meanings in the Agreement.
The purpose of this supplement is to allow your customers to be Authorized Users, subject to the terms below.
1. If you designate any of your customers as Authorized Users, you will be responsible for their use of the Software or Service as you would be for any other Authorized User. Accordingly, you must require them to comply with the applicable terms of the Agreement (including this supplement), including any conditions or restrictions with respect to use of, or access to, the Software or Service.
2. For the avoidance of doubt, allowing your customers to be Authorized Users does not mean that you may distribute, resell, or OEM any Software or Service, or make the products available to your customers on a standalone basis. Rather, it means only that your customers may access your instance of the Software or Service in order to support their use of your own products and services that are unrelated to the Software or Service ("Your Products").
3. You may not charge your customers for any use of the Software or Service itself, but may charge your customers as part of an overall program that includes access to your instance of the Software or Service.
4. Project Insight will not have any direct or indirect liability or obligation to any of your customers. For the avoidance of doubt, your customers are not parties to, or third-party beneficiaries under, the Agreement.
5. You will defend, indemnify and hold harmless Project Insight from and against any loss, cost, liability or damage, including attorneys' fees, for which Project Insight becomes liable arising from or relating to any claim brought against us by your customers arising out of their use of the Software or Service through you.
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
Third-Party Code in Project Insight Products (Addendum E) This is a supplement to the Project Insight Customer Agreement (the "Agreement") and is included in the Agreement. Any capitalized terms used but not defined below have the meanings in the Agreement.
The Products contain code and libraries that we license from third parties. Some of these licenses require us to flow certain terms down to you.
1. Third-Party Code in the Products.
1.1. The Products include components that we license commercially from third-parties ("ThirdParty Components"). For the avoidance of doubt, all of the restrictions for the Products in the Agreement also apply to Third Party Components. Third Party Components are also subject to some additional requirements as set forth below.
1.2. You may use Third Party Components only in conjunction with, as part of, and through the Products as provided by Project Insight. You may not install, access, configure or use any Third Party Components (including any APIs, tools, databases or other aspects any Third Party Components) separately or independently of the rest of the Product, whether for production, technical support or any other purposes, or otherwise attempt to gain direct access to any portions of the Third Party Components, or permit anyone else (including your customers) to do any of these things.
1.3. You understand that the applicable Third-Party Component Licensor retains all ownership and intellectual property rights to the Third-Party Component. Third Party Component Licensors (and any other third-party licensors of any components of the Products) are intended third party beneficiaries of the Agreement with respect to the items they license and may enforce the Agreement directly against you. However, to be clear, Third-Party Component Licensors do not assume any of Project Insight's obligations under the Agreement.
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
Project Insight Support Policy (Addendum F)
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
Project Insight Professional Services Agreement (Addendum G) This Project Insight Professional Services Agreement ("PSA") is between you ("you", "your", or "Customer"), and Metafuse Incorporated dba Project Insight ("Project Insight" or "us" or "we" or "our").
If you agree to this PSA not as an individual but on behalf of your company, then "Customer" or "you" or "your" means your company, and you are binding your company to this PSA and represent and warrant that you have all necessary authority to do so.
This PSA sets forth the terms under which Project Insight will provide you with certain professional services described on order forms (including online orders) referencing this PSA ("Order Forms" and such services, "Services"). Services are provided on an item-by-item basis for the Subscription Term or License Term designated in the Project Insight Customer Agreement. This PSA governs Customer's initial purchase of Services as well as any future purchases made by Customer. The PSA also includes any Project Insight policies or documents attached to or referenced in this document, as well as any Order Forms entered into by the Parties.
This PSA is separate from the Project Insight Customer Agreement that Project Insight has with its end users (as may be modified by Project Insight from time to time, regarding the use of Project Insight Products (the "Products").
This PSA does not have to be signed in order to be binding. You indicate your acceptance of the terms by clicking on the "I agree" (or similar button) that is presented to you at the time of your order or by signing an Order Form
1. Services and Deliverables. During the applicable Term, Project Insight agrees to use diligent efforts to render the Services by the delivery dates specified on the applicable Order Form, if any. Subject to Section 4 (Project Insight Products) below, any reports, recommendations or other deliverables provided by Project Insight to you as part of the Services are "Deliverables". Project Insight grants you a worldwide, royalty-free, non-exclusive license to use the Deliverables internally in connection with the applicable Products.
2. Customer Materials. Customer agrees to provide Project Insight with reasonable access to Customer materials, personnel, equipment or facilities (including without limitation Customer's instances of the Products) to the extent such access is necessary for the performance of Services. To the extent that Customer does not timely provide the foregoing access required for Project Insight to perform the Services or deliver the Deliverables, Project Insight shall be excused from performance until such items are provided. Customer hereby grants Project Insight a limited right to use any Customer materials provided to Project Insight in connection with the Services (the "Customer Materials") solely for the purpose of performing the Services for Customer. Customer owns and will retain ownership (including all intellectual property rights) in and to the Customer Materials (subject to Project Insight's ownership of any underlying Products, service descriptions, documentation, and underlying technology ("Project Insight Technology").
3. Ownership of Deliverables and Feedback. Project Insight owns and will retain ownership (including all intellectual property rights) in and to the Deliverables and any modifications, improvements and derivative works thereof (including any such materials to the extent incorporating any Feedback). If Customer provides any feedback, comments, suggestions, ideas, description of processes, or other Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
information to Project Insight about or in connection with the Products, Deliverables or Services, including without limitation any ideas, concepts, know-how or techniques contained therein ("Feedback"), then Project Insight owns and will retain ownership (including all intellectual property rights) in and to the Feedback for any purpose, without any compensation to Customer or any restriction or obligation on account of intellectual property rights or otherwise. For clarity, no Feedback will be deemed Customer's Confidential Information, and nothing in this PSA, including without limitation Section 9 (Confidential Information), limits Project Insight's right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
4. Project Insight Products. For the avoidance of doubt, the rights to and delivery and use of any Project Insight Technology (including any Product) is governed by the terms of the Project Insight Customer Agreement and not the terms of this PSA, and, even if listed in an Order Form, no Project Insight Technology (including any Product updates, upgrades, patches and bug fixes) shall be considered a Deliverable hereunder. Customer acknowledges that the Services are being purchased separately from any Product licenses or subscriptions and that no such license or subscription is being provided or offered under this PSA. Fees for the Services are separate from any fees paid for Products, and Customer's payment obligations hereunder are not contingent on the purchase or use of any Product.
5. Payment.
5.1. Payment. Customer will pay Project Insight the amounts and at the times set forth on the applicable Order Form. Customer agrees to reimburse Project Insight for reasonable travel, lodging and meal expenses incurred while performing the Services at any location other than Project Insight's site. Project Insight will invoice Customer for expenses incurred and at Customer's request and expense, Project Insight will provide copies of receipts for which charges are incurred. All payments are non-refundable and all payment obligations non-cancellable. Payments shall be made in U.S. dollars per the Project Insight invoice. Customer will be responsible for all taxes, withholdings, duties and levies in connection with the Services (excluding taxes based on the net income of Project Insight). Upon termination, all payments for Services shall be accelerated and become immediately due and payable. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
6. Term and Termination. This PSA takes effect on the Effective Date and, unless earlier terminated in accordance with this Section 6, remains in effect until expiration or termination of the Subscription Term or License Term. The "Effective Date" of this PSA is the date which is the earlier of (a) Customer's initial receipt of Services or (b) the effective date of the first Order Form referencing this PSA. Either party may terminate this PSA or any Order Form if the other party: (i) fails to cure any material breach of this PSA within thirty (30) days after written notice of such breach; (ii) ceases operation without a successor; or (iii) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days thereafter). Sections 3 (Ownership of Deliverables and Feedback), 4 (Project Insight Products), 5.2 (Payment) (but only with respect to orders placed during the term hereof), 7 (Warranty Disclaimer), 8 (Limitation of Liability), 9 (Confidential Information), 10 (Publicity), 11 (Dispute Resolution; Governing Law), 14 (Assignment) and 15 (General) will survive any termination or expiration of this PSA. Unless termination is for Customer's breach, Customer's right under Section 1 (Services and Deliverables) to use Deliverables shall survive so long as Customer has a valid right under Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
the Project Insight Customer Agreement to use the applicable Product and provided that Customer remains in compliance with the applicable use restrictions and confidentiality obligations in Sections 1 and 9 herein.
7. Warranty Disclaimer. ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROJECT INSIGHT
EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. LIMITATION OF LIABILITY.
8.1. Waiver of Consequential Damages. TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER PROJECT
INSIGHT NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY
MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
8.2. Liability Cap. TO THE FULLEST EXTENT ALLOWED BY LAW, PROJECT INISGHT'S AND ITS THIRD-PARTY
SUPPLIERS' ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO PROJECT INSIGHT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM AROSE.
9. Confidential Information. Each party agrees that all code, inventions, know-how, business, technical and financial information disclosed to such party ("Receiving Party") by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure. Any Project Insight Technology and any performance information relating to the Products shall be deemed Confidential Information of Project Insight without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." EACH PARTY
MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE. Nothing in this Agreement is intended to grant any rights to either party under any patent, mask work right or copyright of the other party, nor shall this Agreement grant Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
any party any rights in or to the Confidential Information of the other party except as expressly set forth this Agreement.
10. Dispute Resolution; Governing Law.
10.1. Dispute Resolution; Arbitration. In the event of any controversy or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of 60 days, any unresolved controversy or claim arising out of or relating to this Agreement shall proceed to binding arbitration under the American Arbitration Association in accordance with its Commercial Mediation Procedures. The parties shall seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there shall be three (3) arbitrators: one selected by each party, and a third selected by the first two. Arbitration will take place in Orange County, California (USA), or online if all parties agree. All negotiations and arbitration proceedings pursuant to this Section will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be English.
10.2. Governing Law; Jurisdiction. This PSA will be governed by and construed in accordance with the applicable laws of the State of California, USA, without giving effect to the principles of that State relating to conflicts of law. Each party irrevocably agrees that any legal action, suit or proceeding that is not otherwise subject to the arbitration provisions of Section 10.1 (Dispute Resolution; Arbitration) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal court in Orange County, California, USA, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Orange County, California, USA, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. Notwithstanding the foregoing, Project Insight may bring a claim for equitable relief in any court with proper jurisdiction.
10.3. Injunctive Relief; Enforcement. Notwithstanding the provisions of this Section 10, nothing in this PSA shall prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
10.4. Exclusion of UN Convention and UCITA. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this PSA. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this PSA regardless of when or where adopted.
11. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this PSA (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency.
12. Subcontractors. Project Insight may use the services of subcontractors for performance of Services under this PSA, provided that Project Insight remains responsible for (a) compliance of any such Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
subcontractor with the terms of this PSA and (b) for the overall performance of the Services as required under this PSA.
13. Assignment. Customer may not assign this PSA without the prior written consent of Project Insight (which consent will not be unreasonably withheld, except however, you may assign this Agreement to a purchaser of all or substantially all of your assets, a subsidiary or business unit, or a successor by merger or operation of law so long as such purchaser, subsidiary, business unit or successor agrees to be bound by the terms of this Agreement. Project Insight may assign its rights and obligations under this PSA in whole or in part without consent of Customer. Any permitted assignee shall be bound by the terms and conditions of this PSA.
14. General. This PSA is the entire agreement between you and Project Insight relating to the Services and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Services or any other subject matter covered by this PSA. If any provision of this PSA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. No supplement, modification, or amendment of this PSA shall be binding, unless executed in writing by a duly authorized representative of each party to this PSA. As used herein, "including" (and its variants) means "including without limitation" (and its variants). If either party to this PSA breaches any provision of this PSA relating to Confidential Information or intellectual property rights, there may not be an adequate remedy available solely at law; therefore, an injunction, specific performance or other form of equitable relief or monetary damages or any combination thereof may be sought by the injured party to this PSA. No failure or delay by the injured party to this PSA in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. The parties are independent contractors. This PSA shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give one party the express or implied right, power or authority to create any duty or obligation of the other party. Any notice, report, approval or consent required or permitted under this PSA will be in writing to the address specified on the Order Form or such other address as may be given in writing by either party to the other.
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight
https://projectinsight.com
AUTHORIZATION
Signature: Date:
Print Name:
Company:
Signature: Date:
Print Name:
Company:
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight by Metafuse, Inc.
5281 California Ave, Suite 220, Irvine, CA 92617
https://projectinsight.com
SOW for RFP #12-033 - Enterprise Project Management (EPM) Software Project Insight
5281 California Ave, Suite 220
Irvine, CA 92617
Mathew Sparkes
(602) 376-8795
[email protected]
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight by Metafuse, Inc.
5281 California Ave, Suite 220, Irvine, CA 92617
https://projectinsight.com
Introduction
This Statement of Work (SOW) defines the scope of work, deliverables, timeline, and responsibilities of both Project Insight and the City of Roseville for the implementation of the Enterprise Project Management (EPM) Software. This solution will centralize project management processes, streamline operations, and provide enhanced project visibility across various City departments.
Scope of Work
Project Insight will provide the City of Roseville with a comprehensive EPM solution to improve project lifecycle management, resource planning, reporting, and integration with existing systems (including Oracle Fusion Cloud). The system will include core functionalities for project management, portfolio management, resource allocation, budgeting, and reporting.
The key components of the scope include:
• Discovery & Planning: Requirements gathering, system review, and configuration plan. • Configuration & Integration: Customization and integration of Project Insight with Oracle Fusion Cloud and other systems.
• Training & Testing: Role-based training for key City staff and User Acceptance Testing (UAT). • Go-Live & Support: Post-launch monitoring, ongoing support, and system optimization.
Objectives
• Provide a unified platform for managing projects across multiple City departments. • Ensure seamless integration with the City’s existing Oracle Fusion Cloud system and other thirdparty applications. • Facilitate real-time visibility into project data, resource allocation, and project performance. • Ensure a smooth transition to the new system with comprehensive user adoption strategies.
Project Deliverables
Phase 1: Discovery & Planning
• Conduct interviews with key stakeholders.
• Review existing systems and identify integration points. • Develop a project plan with timelines, milestones, and resource allocation.
Phase 2: Configuration & Integration
• Configure Project Insight to meet the City’s specific needs. • Integrate Project Insight with Oracle Fusion Cloud and other third-party systems using APIs and data export options.
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight by Metafuse, Inc.
5281 California Ave, Suite 220, Irvine, CA 92617
https://projectinsight.com
• Set up user roles, workflows, dashboards, and security settings.
Phase 3: Training & Testing
• Provide role-based, hands-on training for City staff. • Conduct User Acceptance Testing (UAT) to validate the system setup. • Address any issues identified during UAT.
Phase 4: Go-Live & Support
• Launch the system and provide post-launch monitoring. • Ensure that City staff is fully supported with troubleshooting and adjustments. • Provide ongoing support through the Customer Success team.
Timeline and Work Schedule
Phase Task Duration Assigned Staff
Discovery & Planning Requirements
gathering and system
review
4-8 weeks Account Manager,
Success Manager, and
Lead Architect
Configuration &
Integration
Customization and
Oracle Fusion Cloud
Enterprise integration
setup
12-15 weeks Account Manager,
Success Manager, Lead
Architect, and
Integration Specialist
Training & Testing User training and UAT 4-9 weeks Account Manager, Success Manager,
Customer Support and
Training Specialist
Go-Live & Support System launch and
monitoring
4-8 weeks Account Manager,
Success Manager,
Customer Support and
Lead Architect
Total Project Timeline 24-40 weeks
Project Deliverables
Project Insight will be responsible for:
• Delivering the EPM solution and all associated configuration and integration tasks. • Providing training, support, and customer success management. • Ensuring the system is fully operational and integrated with City systems.
City of Roseville will be responsible for:
• Providing access to relevant systems, including Oracle Fusion Cloud. • Participating in discovery sessions and providing feedback during UAT. • Ensuring key stakeholders are available for training and testing.
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight by Metafuse, Inc.
5281 California Ave, Suite 220, Irvine, CA 92617
https://projectinsight.com
Work Schedule Costs:
• Discovery & Planning: 100 hours, $22,500
• Configuration & Integration: 220 hours, $49,500
• Training & Testing: 150 hours, $33,750
• Go-Live & Support: 30 hours, $6,750
Total Project Cost: $112,500 (excluding optional services).
Optional services, such as additional advisory support from Baker Tilly, are available for an additional cost, as outlined in the cost proposal.
Acceptance Criteria
• Successful completion of all phases within the agreed-upon timeline. • The system must meet the specified requirements, including integration with Oracle Fusion Cloud.
• Successful completion of User Acceptance Testing with City staff. • Project sign-off by the City of Roseville after successful go-live and post-launch support.
Acceptance Criteria
Project Insight will manage change through a structured process, including:
• Clear communication plans.
• User adoption strategies, including training and continuous support. • Risk management plans to mitigate any integration or operational issues during the implementation.
Acceptance Criteria
Project Insight is committed to providing the City of Roseville with a robust, scalable, and future-proof Enterprise Project Management solution that integrates seamlessly with existing systems and streamlines project management processes across departments. The implementation will ensure greater efficiency, real-time visibility, and improved decision-making capabilities for the City’s project managers and other stakeholders.
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight by Metafuse, Inc.
5281 California Ave, Suite 220, Irvine, CA 92617
https://projectinsight.com
Project Insight Escalation Process
Project Insight
5281 California Ave, Suite 220
Irvine, CA 92617
Mathew Sparkes
(602) 376-8795
[email protected]
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight by Metafuse, Inc.
5281 California Ave, Suite 220, Irvine, CA 92617
https://projectinsight.com
Submit a Support Ticket
• All support issues should be submitted through our official ticketing system for proper tracking, prioritization, and resolution.
• Submit tickets here: Project Insight Support at [email protected] Ticket Triage and Initial Response
• Our team reviews and triages incoming tickets.
• Tickets are prioritized based on severity and business impact in alignment with our Service Level Agreement (SLA).
• You will receive an acknowledgment and estimated response time.
Classification Description Response Time Resolution Time 1 – Critical • Business critical function is
down
• Major impact to Customer’s
business
• No workarounds exists
As soon as possible,
using reasonable
commercial efforts, but
no more than 1 hour
24 hours
2 – Major • Business critical function is
impaired or degraded
• There are time-sensitive issues
that impact ongoing
production
• Workaround exists, but it is
only temporary
4 hours 2 days
3 – Minor • Non-critical function down or
impaired
• Does not have significant
current production impact
• Performance is degraded
1 business day 4 weeks
4 – Low • Non-critical function down or
impaired
• No business impact
• Generic service enhancements
1 business day Mutual agreed
timeframe based
on prioritization
Monitoring and Resolution
• Our support team actively works on the issue while maintaining consistent communication with the submitter.
• Our platform is actively monitored and has maintained 99.99% uptime for over 15 years, ensuring that critical issues are identified and resolved quickly. • Updates are provided via the ticket system until resolution is achieved.
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Project Insight by Metafuse, Inc.
5281 California Ave, Suite 220, Irvine, CA 92617
https://projectinsight.com
Success Manager Access
• The city has direct access to its assigned Success Manager via phone and email for support coordination, product guidance, and follow-up.
• The Success Manager acts as your internal advocate within Project Insight.
Escalation Path
• For high-priority or unresolved issues, the escalation path includes direct access to senior leadership:
o Director of Development – Technical escalation and resolution authority. o Executive Team Member – Strategic and high-impact issue resolution. • Contact details (email and direct phone numbers) for both will be provided in advance.
Post-Resolution Review (If Needed)
• For escalated issues or incidents of major impact, a post-resolution review will be conducted. • The Success Manager will document findings and work with the city to prevent recurrence.
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
Proposed Payment Schedule
Roseville & Project Insight
Phase of
Project
Payment on Percentage of
Implementation
Cost
Percentage of
licenses
Kickoff – PMO Contract
Execution/PO
0% 0%
Discovery &
Planning
End of
Discovery &
Planning
Phase
20% 10%
Configuration End of
Configuration
Phase
44% 20%
Development End of
Development
Phase
30% 20%
Training &
Testing
End of
Training & UAT
Phase
10% 20%
Go-Live &
Support
End of
operation,
sign off on go
live
6% 30%
Docusign Envelope ID: 18069B73-E599-4B4C-9268-48AB81A60C5E
City Council
Communication
Meeting Date: 9/3/2025
Item #: VII.4
File #: 0709-01
Item ID: 2025-597
Title: HOUSING AUTHORITY/CITY COUNCIL – Quarterly Status Update, 2nd Qtr 2025 Contact: Danielle OConnell 916-774-5277 [email protected]
SUMMARY
Staff recommends City Council, acting as the Roseville Housing Authority Board, receive a status report on the Housing Authority’s Housing Choice Voucher Program for the 2nd Quarter of 2025. This report is for informational purposes only and has no impact on the City's General Fund.
RECOMMENDATION
The City Council, acting as the Roseville Housing Authority Board, is not required to take any action on this item. This quarterly report is for informational purposes only.
BACKGROUND
Pursuant to the bylaws of the Roseville Housing Authority (RHA), the City Council, acting as the governing board for the Housing Authority, holds its quarterly meeting on the first Wednesday of March, June, September, and December, or as soon as possible thereafter. Staff has prepared the following status report regarding lease-up activity for the Housing Choice Voucher (HCV) Program. The HCV Program provides income-qualified households in Roseville and Rocklin with rental assistance using funding from the U.S. Department of Housing and Urban Development (HUD). This assistance is utilized at rental units that meet program-specific housing standards, are owned by a willing property owner, and are within Roseville or Rocklin city limits. This rental assistance ensures that the household can afford to live in safe and decent housing. During the second quarter of 2025, RHA provided rental assistance to a total of 861 households. This included 692 vouchers in Roseville, 149 in Rocklin, and 20 in other jurisdictions. The total exceeds RHA’s authorized limit, as well as the attached quarterly voucher program summary, due to vouchers that have ported into RHA from other housing authorities. These port-in vouchers are not counted toward RHA’s official voucher allocation, as the originating housing authority retains financial responsibility for the tenant’s housing assistance.
RHA is authorized to provide 845 households with HCV rental assistance. Included in the total vouchers are several special voucher types, including:
• 37 Emergency Housing Vouchers (EHV) providing rental assistance to individuals and families who are experiencing homelessness or at risk of experiencing homelessness; • 75 vouchers allocated specifically for families on the waiting list with a head-of-household or partner that are non-elderly and disabled (NED vouchers); • 43 Mainstream vouchers that assist households who have a non-elderly head of household or partner with a disability and are transitioning out of institutional or other segregated settings, are currently homeless, or at risk of becoming homeless; and • 100 Veterans Affairs Supportive Housing (VASH) vouchers for veteran households that come via referral from the Department of Veterans Affairs (VA) and assist them with paperwork, searching
for housing and staying housed; and
• 20 Foster Youth to Independence (FYI) vouchers that assist former foster youth, ages 18 to 24, as they transition out of foster care and are homeless or at risk of becoming homeless.
In April, RHA staff hosted an outreach booth at the Placer County Child and Family Resources Fair held at the Maidu Community Center. The event offered an exciting mix of activities and services designed to support families and promote community well-being. Local organizations shared essential resources on childcare, educational opportunities, and community support services. Attendees also took part in complimentary workshops offering practical parenting advice and health-related guidance, with sessions covering internet safety, healthy living habits, and effective parenting techniques.
In May, RHA received the 2025 Excellent Veterans Affairs Medical Centers (VAMC) Partnership Award, a federal honor presented by the U.S. Department of Housing and Urban Development (HUD). This award recognizes outstanding collaboration between local housing agencies and VAMCs in their efforts to support homeless veterans. RHA was selected for its exemplary execution of the HUD-Veterans Affairs Supportive Housing (HUD-VASH) program. Notable accomplishments include:
• Leasing 85 of 100 VASH vouchers, with the remaining 15 recently distributed to veterans actively seeking housing; and
• Expanding landlord participation, which significantly increased access to stable housing for veterans.
In May, RHA was also recognized as a High Performer under the U.S. Department of Housing and Urban Development’s Section 8 Management Assessment Program (SEMAP) for the 21st consecutive year. This distinction highlights RHA’s exceptional performance in administering the Housing Choice Voucher (HCV) program and consistently meeting HUD’s key operational benchmarks.
In June, RHA staff attended the second annual Sierra Workforce Summit hosted at Sierra College. This dynamic half-day event convened leaders from business, education, government, and community organizations to engage in strategic dialogue around workforce development in Placer County. The Summit delivered a wealth of insights, from updates on federal policy to innovative employer–education collaborations and inspiring student success stories.
HUD requires each housing authority to either maintain at least a 95% lease-up rate for its voucher allocation or use at least 95% of its annual budget authority to remain in compliance. The lease-up rate for a calendar year cannot exceed 100% of its allocation of vouchers (per voucher type), and/or expend 100% of its annual budget allocation for the program. Agencies leasing up or expending 98% or more of its allocated vouchers and/or budget can reach high-performing status. RHA continues to meet HUD program requirements for high-performing status through 100% expenditure of its annual budget allocation. The attached table provides a monthly summary of RHA’s voucher programs for the second quarter of 2025.
FISCAL IMPACT
This Housing Authority Quarterly Status Report does not create any additional cost to the City’s General Fund.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. The Roseville Housing Authority Quarterly Report meets the above criteria and is not subject to CEQA. No additional environmental review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
1. Ensure a safe and healthy community
3. Enhance economic vitality
Respectfully Submitted,
Danielle OConnell, Housing Analyst
Melissa Anguiano, Economic Development Director
ATTACHMENTS:
1. 2nd Quarter vouchers
REVIEWERS:
Danielle OConnell, Economic Development Department - Housing Created/Initiated - 8/13/2025 Trisha Isom, Economic Development Department - Housing Approved - 8/14/2025 Melissa Anguiano, Economic Development Department Approved - 8/15/2025 Gretchen Hakala, City Attorney Department Approved - 8/18/2025 Katrina Six, City Clerk Department Approved - 8/18/2025 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 8/20/2025 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 8/20/2025 Michelle Sheidenberger, City Attorney Department Approved - 8/21/2025 Dominick Casey, City Manager Department - City Manager Approved - 8/21/2025 Katrina Six, City Clerk Department Final Approval - 8/22/2025
Actual
Lease-up
of FYI
22-HUD
FYI (20)
Actual Leaseup of
Mainstream
12-HUD
Mainstream
(43)
Jan-25 575 570 75 75 51 100 1 20 42 43 38 38
Feb-25 575 570 75 75 57 100 1 20 39 43 38 38
Mar-25 572 570 75 75 56 100 1 20 36 43 38 38
Apr-25 573 570 75 75 55 100 3 20 38 43 38 38
May-25 580 570 75 75 57 100 3 20 37 43 37 37
Jun-25 575 570 75 75 58 100 4 20 37 43 37 37
YTD Total 3450 3420 450 450 334 600 13 120 229 258 226 226 YED % Leased
2025
Actual
Lease-up of
Regular
10-HUD
Regular
(570)
Actual Leaseup of NonElderly
Disabled
5-HUD NonElderly
Disabled
(75)
Actual
Lease-up
of VASH
11-HUD
VASH
(100)
Actual
Leaseup of
EHV
21-HUD
Emergency
Housing Vouchers
(EHVs) (50)
100.9% 100.0% 55.7% 10.8% 88.8% 100.0% Page 158 of 452
City Council
Communication
Meeting Date: 9/3/2025
Item #: VII.5
File #: 0900-03
Item ID: 2025-574
Title: Cirby Substation Switchgear Replacement Civil Construction Project – Notice of Completion
Contact: Austin Kurth 916-774-5661 [email protected]
SUMMARY
Staff recommends approval of the Notice of Completion for the Cirby Substation Switchgear Replacement Civil Construction Project. The total amount of the contract with Interstate Construction, Inc. was $248,280 and was funded by the Electric Department's capital improvement project budget in the Electric Fund. Staff have made final inspection of this project and have found the civil improvement work complete in accordance with the improvement plans and City specifications.
RECOMMENDATION
Staff recommends that the City Council accept the Cirby Substation Switchgear Replacement Civil Construction Project as complete and adopt a resolution authorizing the Electric Utility Director to execute the Notice of Completion.
BACKGROUND
On August 21st, 2024, the City awarded a contract to Interstate Construction, Inc. for the construction of civil improvements at Cirby substation. The work consisted of demolition of existing concrete foundations and adding new foundations, conduit and associated materials. This work allowed for the replacement of end-of-life 12 kV switchgear. Construction was completed at a total cost of $248,280.
FISCAL IMPACT
The total amount of the contract with Interstate Construction, Inc. was $248,280 and was funded by the Electric Department's capital improvement project budget in the Electric Fund.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. The notice of completion meets the above criteria and is not subject to CEQA. No additional environmental review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
6. Deliver exceptional City services
4. Invest in well-planned infrastructure and growth
Respectfully Submitted,
Austin Kurth, Power Engineer
Daniel Beans, Electric Utility Director
ATTACHMENTS:
1. Resolution 25-284
2. Notice of Completion
3. Map
REVIEWERS:
Austin Kurth, Electric Department - Engineering Created/Initiated - 8/8/2025 Chris Porter, Electric Department - Engineering Approved - 8/13/2025 Shawn Matchim, Electric Department - All Approved - 8/15/2025 Daniel Beans, Electric Department - All Approved - 8/15/2025 Gretchen Hakala, City Attorney Department Approved - 8/18/2025 Katrina Six, City Clerk Department Approved - 8/18/2025 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 8/20/2025 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 8/21/2025 Michelle Sheidenberger, City Attorney Department Approved - 8/21/2025 Dominick Casey, City Manager Department - City Manager Approved - 8/21/2025 Katrina Six, City Clerk Department Final Approval - 8/22/2025
RESOLUTION NO. 25-284
ACCEPTING THE PUBLIC WORK KNOWN AS THE CIRBY SUBSTATION
SWITCHGEAR REPLACEMENT CIVIL CONSTRUCTION PROJECT, APPROVING THE “NOTICE OF COMPLETION”, AND AUTHORIZING THE ELECTRIC UTILITY
DIRECTOR TO EXECUTE SAID NOTICE ON BEHALF OF THE CITY OF ROSEVILLE BE IT RESOLVED by the City Council of the City of Roseville as follows:
1. The “Notice of Completion” on file in the City Clerk’s Department relative to that public work known as Cirby Substation Switchgear Replacement Civil Construction Project, has been approved and the public work accepted.
2. The Electric Utility Director is hereby authorized and directed to execute said Notice on behalf of the City of Roseville.
PASSED AND ADOPTED by the Council of the City of Roseville this ____ day of _____________________, 2025, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
_________________________________
City Clerk
RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:
CITY CLERK
CITY OF ROSEVILLE
311 VERNON STREET
ROSEVILLE, CA 95678
Exempt from recording fees
Pursuant to Gov’t Code §27383
NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN that the public work of improvement known as the Project was completed and
accepted by the City of Roseville on . The location is
situated in the City of Roseville, County of Placer, State of California and is indicated on the attached map, marked as Exhibit “A” and incorporated herein by this reference. The real property herein described is owned by the City of Roseville, 311 Vernon Street, Roseville CA 95678.
The direct/general contractor on said project was .
The surety on said project was
.
___________________________________
City of Roseville
Owner
ATTEST:
________________________________ _
Carmen Avalos, City Clerk
State of California )
County of Placer )
I, , being first duly sworn, depose and say: I am the
of the City of Roseville, a municipal
corporation in the State of California, owner of the property described in the above Notice. I am duly authorized to make this verification for and on behalf of the City of Roseville. I have read the Notice of Completion and know its contents and the facts stated therein are true. ___________________________________
City of Roseville
State of California )
County of Placer )
Subscribed and sworn to (or affirmed) before
me on this _____ day of ,
20___,
proved to me on the basis of satisfactory
evidence to be the person(s) who appeared
before me.
____________________________________
Place Notary Seal and/or Stamp Above Signature of Notary Public A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
Cirby Substation Switchgear Replacement Civil Construction Exhibit A – Substation Location
City Council
Communication
Meeting Date: 9/3/2025
Item #: VII.6
File #: 0900-02 & 1004-01
Item ID: 2025-596
Title: Solid Waste Recycling Site Creekview Lot 26 - Grant Deed Contact: Rana Moore 916-774-5581 [email protected]
SUMMARY
Staff recommends acceptance of a Grant Deed of Land offered on the Final Map of Creekview Large Lot Subdivision in order to facilitate the construction of the Creekview Solid Waste Recycling Site. The action requested has no fiscal impact to the City.
RECOMMENDATION
Staff recommends that the City Council take the following actions:
1. Adopt the attached resolution accepting the Grant Deed of Lot 26 for the purpose of a Solid Waste Recycling Site as shown on the Final Map of Creekview Large Lot Subdivision, Subdivision No. PL 18-0190, recorded on June 1, 2020, in Book EE of Maps, at Page 97, in the Office of the County Recorder of Placer County;
2. Authorize the City Manager to execute any and all other documents as may be necessary to effectuate the recordation and enforcement of this acceptance; and
3. Authorize the City Clerk or her designee to record the Resolution of Acceptance and the Grant Deed at the Recorder’s Office of Placer County.
BACKGROUND
The Creekview Specific Plan (CSP) was adopted by the City on September 19, 2012. As part of the Development Agreement, the City negotiated for a parcel to be dedicated to the City for a solid waste recycling site where the City may place collection bins for cardboard, containers, or other high volume recyclable materials for public convenience.
Since most of the residential homes in the CSP are constructed, or are under construction, and the Creekview Phase 2 Grading Plan Developer has graded the site to meet its obligations, staff has determined that it would benefit the City to take ownership of the Creekview Solid Waste Recycling property. The City would then have the option to develop the site to provide residents a nearby location to leave their recyclable materials.
FISCAL IMPACT
There is no fiscal impact to the City's General Fund associated with this approval.
ENVIRONMENTAL REVIEW
Development of the recycling center and conveyance of Lot 26 for that purpose was previously evaluated in the Creekview Specific Plan EIR (certified September 19, 2012, SCH No. 2008032017), and identified in the associated Creekview Specific Plan. Conveyance and construction of the recycling center is within
the scope of the project covered by the Creekview Specific Plan EIR. As discussed in the Specific Plan EIR, the EIR provides environmental analyses of community infrastructure and facilities, including parks, pedestrian bridges, bike trails, and the recycling center to the extent applicable. Because the project is consistent with the Creekview Specific Plan and EIR, no new effects would be expected to occur and all applicable mitigation measures from the Creekview Specific Plan EIR will be implemented during the design and construction of the recycling center. Because the proposed project meets the requirements identified in Section 15183 of the State CEQA Guidelines, no additional CEQA review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
6. Deliver exceptional City services
4. Invest in well-planned infrastructure and growth
Respectfully Submitted,
Rana Moore, Senior Engineer
Sean Bigley, Environmental Utilities Director
ATTACHMENTS:
1. Resolution 25-290
2. Grant Deed
REVIEWERS:
Rana Moore, Environmental Utilities Department - Technical Services Created/Initiated - 8/13/2025 Brian Craighead, Environmental Utilities Department - Solid Waste Approved - 8/13/2025 Sean Bigley, Environmental Utilities Department - Solid Waste Approved - 8/13/2025 Gretchen Hakala, City Attorney Department Approved - 8/19/2025 Katrina Six, City Clerk Department Approved - 8/19/2025 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 8/21/2025 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 8/21/2025 Michelle Sheidenberger, City Attorney Department Approved - 8/21/2025 Dominick Casey, City Manager Department - City Manager Approved - 8/21/2025 Katrina Six, City Clerk Department Final Approval - 8/22/2025
RESOLUTION NO. 25-290
ACCEPTING A GRANT DEED AND AUTHORIZING THE CITY MANAGER TO
EXECUTE THE DEED AND ANY OTHER DOCUMENTS REQUIRED TO EFFECTUATE
THE RECORDATION AND ENFORCEMENT OF THIS ACCEPTANCE
WHEREAS, the Creekview Specific Plan (CSP) was adopted by the City on September 19, 2012, and as part of the development agreement, the City negotiated for a parcel to be dedicated to the City for a solid waste recycling site; and WHEREAS, since most of the residential homes in the CSP are constructed, or are under construction, Staff has determined that it would benefit the City to take ownership of the Creekview Solid Waste Recycling property thereby providing residents within Sierra Vista a nearby location to dispose of their recyclable materials; and WHEREAS, staff recommends that the City accept the Grant Deed of lot 26 as shown on the Final Map of Creekview Large Lot Subdivision, Subdivision No. PL 18-0190, recorded on June 01, 2020, in Book EE of Maps, at Page 97, in the Office of the County Recorder of Placer County, as described in Exhibit A and depicted on Exhibit B of the Grant Deed.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Roseville that said Grant Deed for lot 26 as shown on the Final Map of Creekview Large Lot Subdivision, Subdivision No. PL 18-0190, recorded on June 01, 2020, in Book EE of Maps, at Page 97, in the Office of the County Recorder of Placer County, is hereby accepted.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Grant Deed and any other documents required to effectuate the recordation and enforcement of this acceptance.
BE IT FURTHER RESOLVED that the City Clerk is hereby directed to record the Resolution of Acceptance and Grant Deed at the Placer County Recorder’s Office, and is hereby authorized to execute, record, transmit, file, or anything else determined by the City Clerk to be necessary to effectuate the purposes hereof.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of __________________________, 20__, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
___________________________
City Clerk
City Council
Communication
Meeting Date: 9/3/2025
Item #: VII.7
File #: 0800-02
Item ID: 2025-598
Title: Urban Water Management Plan and Water Management Plan 2025 Updates – Professional Services Agreement
Contact: Janice Gainey 916-774-5535 [email protected]
SUMMARY
Staff recommends approval and award of a professional services agreement to Water Works Engineers, LLC in the amount of $194,399 for 2025 updates to the Urban Water Management Plan (UWMP) and Water Management Plan (WMP). The UWMP is required by the California Urban Water Management Planning Act, as codified in Section 10610 et seq., of the California Water Code and the Department of Water Resources’ guidebook. The WMP is required by the Central Valley Improvement Act of 1992 and Section 210(b) of the Reclamation Reform Act of 1982, which requires certain entities that enter into a water service or repayment contract with the Bureau of Reclamation to prepare and submit to Reclamation a Water Management Plan. Funding for this project is from the Water Operations Fund.
RECOMMENDATION
Staff recommends that the City Council adopt a resolution to approve a Professional Services Agreement with Water Works Engineers, LLC, for the Urban Water Management Plan and Water Management Plan Updates Project and authorize the City Manager to execute it on behalf of the City.
BACKGROUND
The Urban Water Management Planning (UWMP) Act was originally established by Assembly Bill 797 on September 21, 1983. Passage of the UWMP Act was a recognition by state legislators that water is a limited resource, and a declaration that efficient water use and conservation would be actively pursued throughout the state. The primary objective of the UWMP Act is to direct urban water suppliers to develop an UWMP which provides a framework for long-term water supply planning, and documents how urban water suppliers are carrying out their long-term resource planning responsibilities to ensure adequate water supplies are available to meet existing and future water demands. UWMPs are required to be updated every five years and the Roseville City Council adopted the 2020 plan on June 16, 2021.
Additionally, the Central Valley Improvement Act of 1992 and Section 210(b) of the Reclamation Reform Act of 1982 require certain entities that enter into a water service or repayment contract with the Bureau of Reclamation to prepare and submit to the Bureau of Reclamation a Water Management Plan (WMP). This WMP is required to be updated every five years and Roseville’s City Council approved the 2022 plan on December 21, 2022. Even though the WMP was updated less than five years ago, completing both the UWMP and the WMP as a joint effort allows EU to leverage a consolidated approach to completing both these plans as much of the research required, and data contained within these two plans overlap. This method of completing both plans at the same time provides a cost-effective approach.
The City published a Request for Proposals (RFP #08-166) for professional services on June 3, 2025, to support the UWMP and WMP Updates Project.
On July 2, 2025, one (1) consultant submitted a proposal for professional services for the Project. The proposal was evaluated by Environmental Utilities Department staff, and it was determined that it demonstrated a high level of professional experience and team qualifications to complete the work. Water Works will provide the labor, equipment and materials required to complete the project.
FISCAL IMPACT
The Professional Services Agreement with Water Works Engineers, LLC is $194,399 and is funded from the Water Operations Fund.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) only applies to projects which have the potential to cause a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. (CEQA Guidelines §15061(b)(3)).
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
4. Invest in well-planned infrastructure and growth
Respectfully Submitted,
Janice Gainey, Principal Engineer
Sean Bigley, Environmental Utilities Director
ATTACHMENTS:
1. Resolution 25-283
2. Professional Services Agreement
REVIEWERS:
Janice Gainey, Environmental Utilities Department - Water Created/Initiated - 8/13/2025 George Hanson, Environmental Utilities Department - Water Approved - 8/13/2025 Sean Bigley, Environmental Utilities Department - Solid Waste Approved - 8/13/2025 Gretchen Hakala, City Attorney Department Approved - 8/18/2025 Katrina Six, City Clerk Department Approved - 8/18/2025 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 8/21/2025 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 8/21/2025 Michelle Sheidenberger, City Attorney Department Approved - 8/22/2025 Dominick Casey, City Clerk Department Approved - 8/22/2025 Katrina Six, City Clerk Department Final Approval - 8/22/2025
RESOLUTION NO. 25-283
APPROVING A PROFESSIONAL SERVICES AGREEMENT, BY AND BETWEEN THE
CITY OF ROSEVILLE AND WATER WORKS ENGINEERS, LLC, AND AUTHORIZING
THE CITY MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE WHEREAS, a professional services agreement for the 2025 updates to the Urban Water Management Plan, by and between the City of Roseville and Water Works Engineers, LLC, has been reviewed by the City Council; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said professional services agreement is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2025, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk
[B:\City Attorney\COUNCIL COMMUNICATIONS\Water Works PSA.docx;07/31/2025]
PROFESSIONAL SERVICES AGREEMENT
Urban Water Management Plan and Water Management Plan 2025 Updates THIS AGREEMENT is made and entered into this ___ day of ________________, 20__, by and between the City of Roseville, a municipal corporation (“CITY”), and Water Works Engineers, LLC, an Arizona limited liability company (“CONSULTANT”); and W I T N E S S E T H:
WHEREAS, CITY desires professional services consisting of 2025 updates to the Urban Water Management Plan and Water Management Plan; and
WHEREAS, CONSULTANT has prepared a proposal in response to RFP #08-166 dated July 2, 2025, which describes the scope of work to be performed by CONSULTANT, the budget for the work, and the schedule for performance of the work; and WHEREAS, CONSULTANT is qualified and experienced to provide such professional services.
NOW, THEREFORE, the parties agree as follows:
1. Services. CONSULTANT shall perform, at the direction of CITY, the scope of services as described in EXHIBIT “A,” attached hereto and incorporated herein by this reference.
2. Compensation. For its services provided hereunder, CONSULTANT shall be compensated on a time and expense basis in accordance with the budget estimate as described in
[B:\City Attorney\COUNCIL COMMUNICATIONS\Water Works PSA.docx;07/31/2025] 2 EXHIBIT “B,” attached hereto and incorporated herein by this reference. Total compensation shall not exceed one hundred ninety-four thousand, three hundred ninety-nine dollars ($194,399).
CONSULTANT shall submit one monthly invoice for its services. Such invoices shall be delineated by task, the person performing the services, and the hourly rate, which shall be stated in time increments of not greater than one tenth (1/10) hours. CITY shall pay invoices within thirty (30) days after receipt, if the services specified in the invoice have been satisfactorily completed.
3. Indemnification. To the fullest extent allowed by law, CONSULTANT agrees to indemnify, including the cost to defend CITY, and its officers, agents, employees and volunteers from any and all claims, demands, costs or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT and its agents in the performance of services under this contract, but this indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by CITY or the agents, servants, or independent contractors who are directly responsible to CITY, or arising from the active negligence of CITY. Notwithstanding any terms of this section, indemnification and defense obligations shall conform to California Civil Code Section 2782.8.
CONSULTANT agrees to defend and indemnify CITY if, despite the parties intent and practice, any venue, agency, or court with competent jurisdiction determines that CONSULTANT and/or any of its agents, officers, employees, volunteers, independent contractors, or subcontractors, are characterized as employee(s) of CITY.
CONSULTANT’s responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by
[B:\City Attorney\COUNCIL COMMUNICATIONS\Water Works PSA.docx;07/31/2025] 3 law. The defense and indemnity obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement.
4. Insurance. CONSULTANT agrees to continuously maintain, in full force and effect, the following minimum policies of insurance during the term of this Agreement.
COVERAGE LIMITS OF LIABILITY
Workers’ Compensation Statutory
Commercial General Liability $1,000,000 each occurrence $2,000,000 aggregate
Personal Injury:
$1,000,000 each occurrence
$2,000,000 aggregate
Automobile Liability $1,000,000 combined single limit
Professional Liability (errors and $1,000,000 per claim omissions) $2,000,000 aggregate
a. Form. CONSULTANT shall submit a certificate evidencing such coverage for the period covered by this Agreement in a form satisfactory to Risk Management and the City Attorney, prior to undertaking any work hereunder. Any insurance written on a claims made basis is subject to the approval of Risk Management and the City Attorney. b. Additional Insureds. CONSULTANT shall also provide a separate endorsement form or section of the policy showing CITY, its officers, agents, employees and volunteers as additional insureds for each type of coverage, except for Workers’ Compensation and Professional Liability. Such insurance shall specifically cover the contractual liability of CONSULTANT. The additional insured coverage under the CONSULTANT’s policy shall be primary and noncontributory, as evidenced by a separate endorsement or section of the policy, and shall not seek contribution from CITY’s insurance or self-insurance. In addition, the
[B:\City Attorney\COUNCIL COMMUNICATIONS\Water Works PSA.docx;07/31/2025] 4 additional insured coverage shall be at least as broad as the Insurance Services Office (“ISO”) CG 20 01 Endorsement. Any available insurance proceeds in excess of the specified minimum insurance coverage requirements and limits shall be available to the additional insureds.
Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the full coverage and maximum limits of any insurance proceeds available to the named insureds, whichever is greater. c. Cancellation/Modification. CONSULTANT shall provide ten (10) days written notice to CITY prior to cancellation or modification of any insurance required by this Agreement.
d. Umbrella/Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and excess insurance. Any excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract) before CITY’s own insurance shall be called upon to protect it as a named insured. e. Subcontractors. CONSULTANT agrees to include in its contracts with all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor’s work.
Furthermore, CONSULTANT shall require its subcontractors to agree to be bound to CONSULTANT and CITY in the same manner and to the same extent as CONSULTANT is bound to CITY under this Agreement. Additionally, CONSULTANT shall obligate its subcontractors to comply with these same provisions with respect to any tertiary subcontractor, regardless of tier. A copy of CITY’s indemnity and insurance provisions will be furnished to the subcontractor or tertiary subcontractor upon request.
[B:\City Attorney\COUNCIL COMMUNICATIONS\Water Works PSA.docx;07/31/2025] 5 f. Self-Insured Retentions. All self-insured retentions (“SIR”) must be disclosed to Risk Management for approval and shall not reduce the limits of liability.
Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements. The failure to exercise this right shall not constitute a waiver of such right.
g. Waiver of Subrogation. CONSULTANT hereby agrees to waive subrogation which any insurer of CONSULTANT may acquire from CONSULTANT by virtue of the payment of any loss under a Workers Compensation, Commercial General Liability or Automobile Liability policy. All Workers Compensation, Commercial General Liability and Automobile Liability policies shall be endorsed with a waiver of subrogation in favor of CITY, its officers, agents, employees and volunteers for all worked performed by CONSULTANT, its employees, agents and subcontractors.
h. Liability/Remedies. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve CONSULTANT of liability in excess of such coverage, nor shall it preclude CITY from taking such other actions as are available to it under any other provisions of this Agreement or law.
5. Records. CONSULTANT and its subcontractors shall maintain all files and records relating to the services performed hereunder during the term of this Agreement and for a period of not less than one (1) year after the date of termination or expiration. Provided, however, that in the event of litigation or settlement of claims arising from the performance of this Agreement, CONSULTANT and its subcontractors shall maintain all files and records until such litigation, appeals or claims are resolved. Duly authorized representatives of CITY shall
[B:\City Attorney\COUNCIL COMMUNICATIONS\Water Works PSA.docx;07/31/2025] 6 have right of access during normal business hours and after reasonable notice to CONSULTANT’s and subcontractors’ files and records relating to the services performed hereunder and may review and copy the files and records at appropriate stages during performance of the services and during the one (1) year period following termination or expiration of this Agreement. CONSULTANT shall include this provision in its contracts with all subcontractors.
6. Time is of the Essence. Time is of the essence of this Agreement.
7. Prevailing Wages. When applicable, for purposes of this Agreement, CONSULTANT and its subcontractors shall comply with all applicable prevailing wage laws, e.g., but not limited to, California Labor Code Sections 1770 et seq. In accordance with said Section 1775, CONSULTANT shall forfeit as a penalty to the City two hundred dollars ($200) for each calendar day or portion thereof for each worker paid less than the prevailing rates for such work or craft in which such worker is employed for any work done on-site under the Agreement by CONSULTANT or by any subcontractor in violation of the provisions of the Labor Code and in particular, Labor Code Sections 1770 to 1780, inclusive. In addition to said penalty and pursuant to said Section 1775, the difference between such stipulated prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the stipulated prevailing wage shall be paid to each worker by CONSULTANT or the applicable subcontractor.
Pursuant to the provisions of California Labor Code Section 1773, the contracting department has identified the source, stated below, of the general prevailing rate of wages applicable to the site to be done, for straight time, overtime, and holiday work. The holiday wage rate listed shall be applicable to all holidays recognized in the collective bargaining
[B:\City Attorney\COUNCIL COMMUNICATIONS\Water Works PSA.docx;07/31/2025] 7 agreement of the particular craft, classification or type of worker concerned. These wage rates may be obtained from the State Department of Industrial Relations and/or the following website address: http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm.
Pursuant to Labor Code Section 1773.2, general prevailing wage rates set forth above, which forms a part of this Agreement, shall be posted by CONSULTANT at a prominent place at the work site. Prevailing wage rates to be posted at the work site will be furnished by the contracting department. The possibility of wage increases is one of the elements to be considered by CONSULTANT in determining its proposal and will not under any circumstances be considered as the basis of a claim against CITY or the Agreement.
8. Compliance with Laws. CONSULTANT shall comply with all federal, state and local laws, ordinances and policies as may be applicable to the performance of services under this Agreement.
9. Ability to Perform. CONSULTANT agrees and represents that it has the time, ability and professional expertise to perform the services required under this Agreement.
10. Public Contracts: Conflicts of Interest. CONSULTANT’s duties and services under this Agreement shall not include preparing or assisting CITY with any portion of the CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications.
CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all
[B:\City Attorney\COUNCIL COMMUNICATIONS\Water Works PSA.docx;07/31/2025] 8 conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Agreement.
11. Governing Agreement. In the event of any conflict between this Agreement and its EXHIBITS, the provisions of this Agreement shall govern. In the event of any conflict between any of the EXHIBITS, the provisions of the first in order of attachment shall govern.
12. The Levine Act Disclosure. The Levine Act (Govt. Code, Section 84308) requires a Party (and its agent(s), if any) to a Proceeding before the City of Roseville that involves any action or consideration related to their contract, license, permit, or other entitlement for use, to disclose any campaign contributions made to CITY elected or appointed officers totaling more than $250 within the twelve (12) months prior to the CITY decision and while a proceeding is pending, and includes certain prohibitions on contribution activity thereafter. If applicable campaign contributions have been made by CONSULTANT and/or its agent(s), CONSULTANT is responsible for compliance, including for its disclosure obligations, if any, as further described at:
https://www.roseville.ca.us/government/departments/city_clerk/transparency/levine_act.
13. Assignment. CONSULTANT is employed to perform unique personal services.
CONSULTANT shall not assign this Agreement without the prior written consent of CITY.
CONSULTANT shall not employ or otherwise incur any obligation to pay other specialists or experts for services in connection with this Agreement, without prior written consent of CITY.
14. Independent Contractor. CONSULTANT, inclusive of its agents, officers, employees, volunteers, independent contractors, and subcontractors, shall act as an independent contractor, and covenants and agrees that it will conduct itself consistent with such status, that it
[B:\City Attorney\COUNCIL COMMUNICATIONS\Water Works PSA.docx;07/31/2025] 9 will neither hold itself out as, nor claim to be, an officer or employee of CITY by reason of this Agreement.
CONSULTANT and CITY agree that: (a) CONSULTANT is free from the control and direction of CITY in connection with the performance of the work; (b) CONSULTANT is providing services directly to CITY; (c) CONSULTANT has and will maintain at all relevant times a business license; (d) CONSULTANT maintains a business location that is separate from CITY; (e) CONSULTANT is customarily engaged in an independently established business of the same nature as that involved in the work performed hereunder; (f) CONSULTANT actually contracts with other businesses to provide the same or similar services and maintains a clientele without restrictions from CITY; (g) CONSULTANT advertises and holds itself out to the public as available to provide the same or similar services; (h) CONSULTANT provides its own tools, vehicles, and equipment to perform the services; (i) CONSULTANT has negotiated its own rates; (j) CONSULTANT set its own hours and location of work in accomplishing CITY’s oncall needs; and (k) CONSULTANT has the right to control the manner and means of accomplishing the result desired and exercises its own expert independent judgement.
15. Representations and Warranties. CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working for CONSULTANT, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY shall have the right to terminate as void this Agreement, without liability, or, in its discretion, to deduct from the
[B:\City Attorney\COUNCIL COMMUNICATIONS\Water Works PSA.docx;07/31/2025] 10 Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.
16. Successors in Interest. This Agreement shall be binding upon the heirs, successors, executors, administrators and assigns of the respective parties hereto.
17. Copyright, Ownership and Use of Materials. All tangible material (“Material”) created or delivered pursuant to this Agreement is considered a work made for hire under the Copyright Act. To the extent such Material does not qualify as a work made for hire, CONSULTANT hereby assigns to CITY all right, title, and interest, including but not limited to all copyrights, in all Material created by CONSULTANT in its performance under this Agreement. Material constitutes the scope of work outlined in Exhibit A and attached hereto, and all written and other tangible expressions, including but not limited to, drawings (including computer aided drawings), papers, documents, reports, surveys, renderings, exhibits, sketches, maps, models, prints, paintings or photographs, in any and all media or formats in which such materials have been created or are maintained. All Material furnished by CONSULTANT is, and shall remain, the property of CITY.
CONSULTANT shall execute any documents necessary to effectuate such assignment.
In the event that CONSULTANT uses, employs, designates, or retains any person or entity who is not an employee of CONSULTANT, to perform any work required of it pursuant to this Agreement, CONSULTANT shall require said person or entity to execute an agreement containing the preceding paragraph.
18. Termination of Agreement. The City may terminate this Agreement without cause by giving CONSULTANT ten (10) days advance written notice from the City Manager.
CONSULTANT may terminate this Agreement without cause by giving CITY thirty (30) days
[B:\City Attorney\COUNCIL COMMUNICATIONS\Water Works PSA.docx;07/31/2025] 11 advance written notice. In the event of termination through no fault of CONSULTANT, CITY shall compensate CONSULTANT for services performed as of the date of termination, upon the release to CITY of all Material hereunder, in any and all media or formats in which such materials have been created or are maintained. CITY retains the right to receive and use any Material, notwithstanding any termination or any dispute regarding the amount to be paid.
19. Attorney’s Fees; Venue; Governing Law. If either party commences any legal action against the other party arising out of this Agreement or the performance hereof, the prevailing party in such action shall be entitled to recover its reasonable litigation expenses, including but not limited to, court costs, expert witness fees, discovery expenses, and attorney’s fees. Any action arising out of this Agreement shall be brought in Placer County, California, regardless of where else venue may lie. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
20. Modification. This Agreement and each provision contained herein may be waived, amended, supplemented or eliminated only by mutual written agreement of the parties.
21. Severability. If any of the provisions contained in this Agreement are for any reason held invalid or unenforceable, such holding shall not affect the remaining provisions or the validity and enforceability of the Agreement as a whole.
22. Notices. Any notices to parties required by this Agreement shall be delivered personally or mailed, U.S. first class postage prepaid, addressed as follows:
CITY OF ROSEVILLE CONSULTANT
Janice Gainey Mike Fisher
City of Roseville Water Works Engineers, LLC
2005 Hilltop Circle 2260 Douglas Blvd., Ste. 105
Roseville, CA 95747 Roseville, CA 95661
[B:\City Attorney\COUNCIL COMMUNICATIONS\Water Works PSA.docx;07/31/2025] 12 Either party may amend its address for notice by giving notice to the other party in writing.
23. Integrated Agreement. This is an integrated agreement and contains all of the terms, considerations, understanding and promises of the parties. It shall be read as a whole.
IN WITNESS WHEREOF, the City of Roseville, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attested to by its City Clerk under the authority of Resolution No. ______, adopted by the Council of the City of Roseville on the ___ day of ____________, 20__, and CONSULTANT has caused this Agreement to be executed.
CITY OF ROSEVILLE, a WATER WORKS ENGINEERS, LLC, an
municipal corporation Arizona limited liability company BY: _______________________________ BY: _______________________________ DOMINICK CASEY its: _______________________________
City Manager
and
ATTEST:
BY: _______________________________
its: _______________________________
BY: _______________________________
CARMEN AVALOS
City Clerk
[SIGNATURES CONTINUED ON NEXT PAGE]
Joseph Riess Managing Member Michael J Fisher Managing Member Page 188 of 452 [B:\City Attorney\COUNCIL COMMUNICATIONS\Water Works PSA.docx;07/31/2025] 13 APPROVED AS TO FORM:
BY: _______________________________
MICHELLE SHEIDENBERGER
City Attorney
APPROVED AS TO SUBSTANCE:
BY: _______________________________
SEAN BIGLEY
Environmental Utilities Director
[B:\City Attorney\COUNCIL COMMUNICATIONS\Water Works PSA.docx;07/31/2025] EXHIBIT “A”
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Cover Letter | i
COVER LETTER
July 2, 2025
City of Roseville
Attn: City Clerk Department
311 Vernon Street
Roseville, CA 95678
RE: Proposal for Professional Services to Prepare Urban Water Management Plan and Water Management Plan Updates 2025 (RFP #08-166)
Dear Distinguished Members of the Selection Committee:
Water Works Engineers LLC (Water Works) is pleased to submit one (1) electronic copy of our Proposal for Urban Water Management Plan and Water Management Plan Updates 2025. We have also included one (1) one (1) electronic copy of the cost proposal in a separate file.
Water Works has professional engineers with extensive prior experience in Urban Water Management Planning and Water System Regulatory Compliance. In addition to preparing and executing the previous 2020 Urban Water Management Plan (UWMP) and 2022 Water Management Plan (WMP) for the City of Roseville, Water Works has specific history and familiarity with the City’s water supplies, demand, infrastructure and operations. Using these experiences as a guide, we have thoroughly reviewed the request for proposal and have proposed a comprehensive, high quality approach. We propose a compact team, with the experience and availability to cost effectively execute the required services by focusing our team’s efforts on the key deliverables necessary for each phase of work.
Our team’s recent experience specific to the City’s processes makes us confident we will perform the services and adhere to the requirements described in this RFP and execute the project within the City’s budget. As you read through our proposal, you will find the following themes that make us confident we can meet the City’s objectives. ✓ Project Understanding – We are already identifying, analyzing and developing solutions to approach the update of the City’s regulatory water management plans in the most efficient way possible, meeting the submission deadlines and providing high quality documents. Leveraging experience with City procedures, data, and regulatory reporting, our Water Works team will be able to hit the ground running and begin close coordination with City staff to move the project forward promptly. • Schedule...timely completion and submission of these document updates is critical to ensuring continued adherence to state law as well as the terms of Roseville’s federal water supply contract through the Central Valley Water Project. Working interactively with the City’s Water Efficiency, Engineering, Operations and Maintenance staff from data collection through final document publication will promote an expedited schedule by proactively addressing questions and ensuring we are all on the same page moving forward.
• Data Collection…this project may appear to be a pair of simple document updates, however there is a large quantity of data, calculations, and projections which comprise the final products. Having worked extensively with the Water Utility’s reporting data and Roseville’s previous plan updates, our WWE team Mike Fisher, PE
2260 Douglas Blvd., Suite 105
Roseville, CA 95661
(916) 521-9200
[email protected]
Colleen Boak, PE
760 Cypress Ave., Suite 201
Redding, CA 96001
(530) 356-5105
[email protected]
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Cover Letter | ii
is uniquely positioned to work through the data collection and documentation process – requesting only that which is needed above and beyond data we have from recent Water Utility projects, and building on work already completed by City staff to streamline these iterations of the plan updates. We will utilize a minimum amount of City staff’s time and resources, coordinating efficiently where additional data or information is needed, and ensure this project is executed smoothly and with the least possibly disruption to ongoing utility management efforts.
• Review and Submission… Our team understands the importance of structuring this project to accommodate a proper review and comment period for each document draft by City staff, in addition to the public meeting and City Council processes. WWE will complete the required tasks with sufficient time to accommodate comments, discussion, and revisions as necessary for each of the two Plans. Water Works will support City staff in the preparation for and presentation of the documents to the public and City Council as necessary, along with all other required public and agency notifications. Completion of all necessary project steps and submission of these updated documents by their respective due dates is of the utmost importance. The 2025 Urban Water Management Plan will be complete and submitted to the Department of Water Resources by the regulatory deadline of July 1, 2026, with the Water Management Plan update and submission to follow in 2027 (encompassing data through the end of 2026), according to the terms of the City’s CVP water supply contract. Our WWE team will ensure the correct processes, procedures and schedules for these submissions are accomplished. ✓ Approach – Our approach will utilize the 2020 Urban Water Management Plan and 2022 Water Management Plan, leveraging our staff’s long history with the City of Roseville, and working expeditiously to complete necessary analyses and data collection. Water Works will work collaboratively with City staff to reflect the new and innovative strategies for water operations and infrastructure management implemented since the last document updates. Following the updated guidance and final version of the UWMP Guidebook to be published in 2025, our team will bring the Urban Water Management Plan up to the newest standards, facilitating forward strategy and planning for resource management across the Water Utility’s many facets.
The Water Management Plan will likewise be updated to reflect Roseville’s most recent executed contract for CVP supplies, and the same new resource management strategies outlined in the UWMP. At key milestones, we will facilitate workshops that present the City a detailed update and invite dynamic and collaborative revisions, ensuring we are all on the same page and have a clear path forward for the final documents. ✓ Management / Team– Colleen Boak, Project Manager is an experienced, hands-on, highly technical project leader. Colleen will be the main point of contact for this project, both technically and administratively. Ms.
Boak has assembled a compact, qualified, efficient and immediately available team with the additional resources of our entire firm to draw from should the project demand. ✓ Commitment – We commit to you that the individual staff members identified herein as our core team are the individuals you will be working with and are available to begin work immediately. Mr. Fisher, as a Managing Member of Water Works Engineers, can assure you that this is a top priority project for our firm and we will dedicate the resources, experience, and qualifications as needed to meet and exceed City objectives and expectations.
If you have any questions or would like any additional information, please contact Colleen or Mike. We look forward to working with the City to deliver this project smoothly and efficient.
Very Truly Yours,
WATER WORKS ENGINEERS, LLC Michael J Fisher, P.E. Colleen Boak, P.E.
Principal In Charge Senior Project Manager
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pg. 11
TAB C: PROJECT APPROACH
Through our pre-proposal research, supported by our previous and current experience with similar work, we have developed a project approach and work plan that will provide a proactive, flexible and collaborative process that will ensure successful project completion. Our project approach is built on the recognition that considerable City time and resources goes into annual data collection and forward looking planning efforts, in preparation for these planning document updates, and efficiency can be gained by collaborating and leveraging this effort. Now it is time put pen to paper and work through the existing Urban Water Management Plan and Water Management Plan, bringing them up to speed with the innovations and forward progress made over the last five years. The following summarizes our approach:
Work Plan
The following services will be provided by the Water Works’ project team for the 2025 Urban Water Management Plan and 2027 Water Management Plan Update:
Task 1 –Project Management
Under this subtask, Project Manager Colleen Boak will monitor and track the project budget and schedule to ensure that all deadlines are met and that the project budget is not exceeded. Ms. Boak will coordinate with the City’s project team to address items such as schedule progress, billing rate, and current issues of concern on at least a monthly basis. Ms. Boak will prepare and submit monthly progress reports to the City Project Manager along with the monthly invoice, addressing any concerns or questions about the path forward at that time.
The following will be performed under this task:
1) Project Communication and Control
a) Coordination of all project team activities
b) Communication of project progress and issues to the City’s Project Manager c) Adherence to the project schedule and regular check-in calls with City staff to ensure the project is proceeding as expected
d) Cost tracking of all engineering activities and active cost control of fees. 2) Quality Assurance/Quality Control
a) Employ Water Works’ Quality Assurance/ Quality Control Policy for each deliverable, ensuring the highest quality documents are presented to City staff for review. b) Ensure quality control steps and review occur at each step along the way. 3) Meetings and Presentations
a) Kickoff meeting to discuss project approach, timeline, communication protocols, and opportunities for efficiency
b) Biweekly meetings to touch base on project status, data needs, plan review workshops and discuss any other project support matters
c) Present the UWMP and WMP documents to City staff each in a separate technical presentation with Power Point presentation files prepared for each
d) Note: Presentation of the UWMP to the public and City Council for adoption is included in a subsequent task.
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pg. 12
Meetings • Project Kickoff Meeting (remote or in-person if desired) • Monthly check-ins via conference call with the City Project Manager to review budget, schedule and next steps.
• Bi-weekly check-in meetings
• Assumed 2 technical presentation meetings via Teams with Power Point slides, one for each document update to summarize the completed documents Deliverables • Monthly Progress Narratives and Invoice
• Preparation of meeting agendas and minutes
• Assumed one (1) technical presentation of completed UWMP overview with Power Point slides
• Assumed one (1) technical presentation of completed WMP overview with Power Point slides
Task 2 – Data Collection and Review
WWE is familiar with the City’s 2020 Urban Water Management Plan as well as the most recently published 2022 Water Management Plan. We will work with City staff to identify areas within these plans where current City practices, infrastructure, policy, or planning may have shifted within the last 5 years.
WWE will keep abreast of discussions, webinars, and updates published by the Department of Water Resources as they work toward finalization of updated guidance for the 2025 Urban Water Management Plan update. This guidance document is currently anticipated to be published approximately 1 year in advance of the due date for 2025 Urban Water Management Plan submissions (July 1, 2026) which will allow plenty of time to assess and address new requirements within that guidance document. It is assumed in this proposal that DWR’s guidance document will be published before October 1, 2025. We also assume that the document requirements will be largely similar to past iterations, without the requirement for new UWMP chapters or other new and significant topics of analysis. If the guidance document is found to contain significant changes or new areas of analysis, additional scope may need to be addressed with a separate task order. Similarly, if DWR publishes the guidance document later than October 1, 2025, there may need to be additional and/or accelerated resources applied to the project in order to incorporate changes and meet the state’s deadlines to be addressed in a separate task order.
Similarly, WWE will track any changes in federal guidance or requirements for the Water Management Plan. We assume that a similar approach to the Water Management Plan may be utilized as it was in 2022, where a crosswalk table and the most recently accepted UWMP document may be heavily referenced to meet the requirements of the Water Management Plan. If significant changes are required to the format or level of effort required to produce this document, that may need to be addressed with additional scope and an associated separate task order.
Working together with the City’s staff, WWE will develop user friendly data request tables to be provided for any additional information needed as a result of changes to the document guidelines. As the full data set is compiled and organized, the Water Works team will facilitate collaborative tracking using our SharePoint portal for ease of document transfer, organized storage, document backup, and transparency of process. We will follow up where needed to ensure data sourcing is accomplished efficiently. Our team will employ the same Quality Control
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pg. 13
process with this data as we do with our own internally developed products to ensure that it is complete and correct as received. The following will be accomplished under this task:
1) Review of relevant documents and guidance
a) 2020 Urban Water Management Plan
b) 2022 Water Management Plan
c) North American Subbasin Groundwater Sustainability Plan d) City of Roseville Water Master Plan Update (Draft or Final as available) e) City of Roseville General Plan
f) Updated UWMP Guidebook, to be released in Summer 2025 g) Updated WMP guidelines published by the US Bureau of Reclamation, 2021 or newer 2) Data Collection and Tracking
a) Summary of changes and outstanding data needs
b) Development of user-friendly data request tables for use by the City to collect all required usage, demand, supply, and operational data needed to meet the requirements of the documents. c) Document storage and organization via SharePoint
d) Interactive tracking of data as it is received
e) Follow up where additional information is needed to ensure forward progress f) Review of the data received to ensure correctness, completeness, and any required interpretation Meetings • Assume 4 Work Group Meetings (in addition to biweekly meetings in Task 1) during the Data Collection process to review data requests and progress, conducted remotely.
Deliverables • Managed SharePoint portal for document transfer and organization • Excel-based data request tables
• Live-updated checklist of outstanding data needs
Task 3 – Urban Water Management Plan Preparation
Concurrent with the collection of remaining data, WWE will move forward expeditiously with the update of the Urban Water Management Plan’s narratives, analyses, and discussions of resources and operational planning.
While regional infrastructure may be less subject to change between plan updates, operational strategies are constantly evolving to meet new challenges and explore new opportunities – something Roseville readily engages in. Additionally we understand that Roseville has engaged in upgrades to the suite of groundwater production wells and Aquifer Storage and Recovery operations in recent years and will make sure we incorporate any updates.
WWE will facilitate focused meetings as needed to confirm or update the descriptions of these operational strategies to be consistent with current City policies and procedures. Some new strategies may need to be discussed and codified because of added requirements and legislation. WWE will guide the project team through these discussions, documenting the outcomes and making the appropriate edits as needed. Our team will complete the UWMP Checklist as recommended by DWR, to ensure that the document contains all required components. This will include the update and development of the 2025 Water Shortage Contingency Plan, included as Chapter 8 of the Urban Water Management Plan, but required to function as a stand-alone document.
As the data collection and document update processes progress, WWE will facilitate Draft Chapter review meetings to workshop the document chapters as soon as they are available. Feedback will be collected and documented from these workshops and incorporated into the Administrative Draft of the document.
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W a t e r M a n a g e m e n t P l a n U p d a t e s 2 0 2 5 P A R T 1 – T E C H N I C A L P R O P O S A L
pg. 14
WWE will provide the City with an Administrative Review Draft of the document once draft chapters have been combined. City staff will be able to review the document and provide comments. At the end of this period, a workshop will be held to discuss the review results amongst the project team, necessary edits, as well as any additional informational needs in a dynamic and collaborative environment.
Our team will follow the Administrative Draft Review Workshop with prompt revisions as discussed and a resubmittal of the updated document. Once confirmed that comments have been addressed, our team will issue the Public Review Draft of the UWMP for publishing per the state’s requirements. At the end of the available period of time for the public, our team will support the City in presenting the UWMP at a public meeting of the City Council to receive any comments. Our recommendation would be to structure the completion and review of the document to accommodate presentation of the updated UWMP first at a public meeting in April 2026 in order to satisfy the public review and comment requirement, followed by presentation and adoption of the plan by the City Council in May or June of 2026. WWE will conduct any edits of the UWMP necessary to address public comment.
Once submitted to DWR by July 1, 2026, WWE will also provide responses to comments or updates depending on comments received from the state. It is assumed that edits resulting from DWR comments would represent one document revision and resubmission.
1) Document update and development
a) Review of policies and procedures in the 2020 UWMP
b) Update of policies, procedures, and analyses as needed c) Focus meetings conducted with City staff to ensure proper documentation of standards and policies. d) Complete Draft Chapters and present them in workshop meetings to City staff as they become available
e) Complete Administrative Draft of 2025 UWMP
f) Complete UWMP Checklist
2) Administrative Draft Review
a) Submission of the Administrative Draft for City Review b) Receive and collate comments
c) Schedule and facilitate Administrative Draft Review Workshop d) Document any additional comments
e) Revise Administrative Draft 2025 UWMP
3) Public Review Draft
a) Confirm comments addressed and issue Public Review Draft 2025 UWMP b) Provide final revisions resulting from public comment. c) Issue Final 2025 UWMP for presentation to the City Council and submission to DWR. 4) Final UWMP
a) Submission of Final 2025 UWMP to the Department of Water Resources b) Provide a revision or errata as requested to the Final document if DWR issues comments Meetings • Draft Chapter Review Workshops with City Staff (assume up to 10) held remotely • Administrative Draft Review Workshop with City Staff held remotely • Attendance of Public Meeting to support presentation of the Public Review Draft of the 2025 UWMP before the City Council
U r b a n W a t e r M a n a g e m e n t P l a n a n d
W a t e r M a n a g e m e n t P l a n U p d a t e s 2 0 2 5 P A R T 1 – T E C H N I C A L P R O P O S A L
pg. 15
Deliverables • Draft Chapters 1-10 (PDF/Word)
• Administrative Draft 2025 Urban Water Management Plan (PDF/Word) • Revised Administrative Draft 2025 Urban Water Management Plan (PDF/Word) • Public Review Draft 2025 Urban Water Management Plan (6 hard copies, PDF, Flash Drive)
• Final 2025 Urban Water Management Plan (6 hard copies, PDF, Flash Drive) Task 4 – UWMP & WMP Public Outreach
WWE will assist the City with making the required notifications to other local agencies and public hearing notifications as specified by the Urban Water Management Planning Act in the appropriate timeframes, drafting notification letters and suggested language to publish in local newspaper circulation regarding the update process.
Our team will likewise support City staff in preparing a PowerPoint presentation and appearing before the City Council for the Public Draft of the 2025 Urban Water Management Plan. If comments are received from the public they will be collated and used to inform document update.
Similarly, Water Works will be prepared to assist in the same manner for the presentation of the City’s Water Management Plan update before the City Council.
Meetings • Attendance of a public meeting for the Public Review Draft of the 2025 Urban Water Management Plan and assist City staff in answering questions • Attendance of a public meeting for the Draft Water Management Plan and assist City staff in answering questions
Deliverables • Draft public notification for publishing in a local newspaper (UWMP) • Draft letters to other local agencies of UWMP preparation • Prepare UWMP presentation (Power Point) for the City Council as requested by the City of Roseville staff
• Prepare WMP presentation (Power Point) for the City Council as requested by the City of Roseville staff
Task 5 –Water Management Plan Preparation
Concurrent with the development of the 2025 Urban Water Management Plan, our team will assess the data needs and content of the Water Management Plan update, identifying efficiencies and gathering data as can be completed during the UWMP process. Once the Urban Water Management Plan has been successfully submitted to DWR by the July 1, 2026 deadline, Water Works will regroup and address the update of the Water Management Plan in full, leveraging all data, policies, resources management strategies and operational standards documented as part of the UWMP update effort.
It may be possible for the City to coordinate with the Bureau of Reclamation and obtain an exemption allowing for early submission of the plan with a 4 year data set. This would allow for both documents to require update on the same interval in future cycles. If the City is interested in pursuing this option, we will support those discussions with the City and Bureau of Reclamation as requested. If the City is successful in getting the USBR to agree to
U r b a n W a t e r M a n a g e m e n t P l a n a n d
W a t e r M a n a g e m e n t P l a n U p d a t e s 2 0 2 5 P A R T 1 – T E C H N I C A L P R O P O S A L
pg. 16
synchronizing the data periods of the two plans, there will be no need to wait for remaining 2026 operational data collection. If the documents remain on their current schedule it will be necessary to obtain finalized 2026 metrics before the data set can be considered complete. However, in either case it will be possible to begin the update to the Urban Water Management Plan before the final data becomes available.
The current 2022 Water Management Plan includes a comprehensive crosswalk table heavily referencing content of the recently adopted UWMP to address requirements, providing a detailed “map” for the reader to identify these components. This crosswalk table can be reviewed and updated according to the recent UWMP update, ensuring references are current.
Once final data is available, WWE will provide a Draft Water Management Plan to City staff for review. Our team will again facilitate a Draft Review Workshop to discuss comments and requested revisions received from City staff. Following this workshop, revisions will be made and the Draft Water Management Plan will be submitted informally to the US Bureau of Reclamation for review, as was done in the last document update cycle. This informal review was extremely helpful and streamlined the final submission significantly. If comments are made by the Bureau, revisions will be made accordingly.
Once satisfied, the Final Water Management Plan will be produced. Our team will support the presentation of the Water Management Plan to the City Council as outlined in Task 4.
WWE will assist the City in submission of the document to the US Bureau of Reclamation (Bureau or USBR). Once accepted by the Bureau, the WMP will be published to the Federal Register. 1) Document update and development
a) Review of policies, infrastructure and resource descriptions, and data in the 2021 WMP b) Efficient capture of WMP requirements concurrent with UWMP update process c) Update of UWMP Crosswalk Table
d) Update of policies, procedures, and analyses as needed e) Focus meetings with City staff and data requests as needed f) Complete Administrative Draft of WMP
2) Draft Water Management Plan Review
a) Submission of the Draft Plan for City Review
b) Receive and collate comments
c) Schedule and facilitate Draft Review Workshop
d) Document any additional comments
e) Revise Draft WMP
f) Resubmit Revised Draft WMP to City
g) Submit Draft WMP to Bureau of Reclamation for informal review h) Revise if necessary
3) Final Water Management Plan
a) Present Final Water Management Plan to City Council (see Task 1) b) Submission of Final Water Management Plan to the US Bureau of Reclamation c) Provide revision to the Final document if USBR comments are received Meetings • Focus meetings with City Staff as needed to facilitate data collection or clarification (assume up to 4, remote)
• Draft Review Workshop with City Staff (remote)
U r b a n W a t e r M a n a g e m e n t P l a n a n d
W a t e r M a n a g e m e n t P l a n U p d a t e s 2 0 2 5 P A R T 1 – T E C H N I C A L P R O P O S A L
pg. 17
Deliverables • Draft Water Management Plan (PDF, Word), assume 2 iterations • Final Water Management Plan for submission to USBR (4 hard copies, PDF, flash drive)
Optional Subtask 6 – Recommended Additional Contract Capacity to Accommodate Updated UWMP Guidance WWE will keep abreast of discussions, webinars, and updates published by the Department of Water Resources as they work toward finalization of updated guidance for the 2025 Urban Water Management Plan update. This guidance document is currently anticipated to be published approximately 1 year in advance of the due date for 2025 Urban Water Management Plan submissions (July 1, 2026). In the last UWMP update cycle in 2021, the Final Guidebook was not published by DWR until just a few months before the plan was due for submission to the state.
Given this knowledge of previous timing and the unknown scope of added requirements or changes to the document format, Water Works suggests approving additional contingency funding to accommodate potentially significant changes in requirements or analyses within the UWMP or WSCP. We have included this additional scope, unknown in its detailed application until such time as the Guidebook is published and reviewed by our project team, as an Optional Task 6, to be executed at the discretion of the city. A breakdown of hours according to our billing schedule is included in the separate fee, but broken out for ease of reference.
Meetings • Focus meetings as needed to discuss UWMP Guidance changes Deliverables • TBD as agreed by both the City and WWE Project team Project Schedule
The document update schedule outlined below are ideal, projected, and subject to change - specifically the publication date and contents of the DWR 2025 Urban Water Management Plan Guidebook is unknown at this time. The projected publication date is Summary 2025, however in past cycles the publication date has been as late as 3-4 months before the due date of the document. If this were to occur again, there would naturally need to be adjustments made to the schedule outlined below to accommodate. Similarly, in the proposal above, it is recommended that the City examine the possibility of USBR approving a 4-year plan submission in order to sync the reporting year data across the Urban Water Management Plan and Water Management Plan. The schedule below assumes the standard sequence and data year inclusions. If this request were pursued by the City and approved by USBR, there could be several months of time savings in this, and future, plan update cycles. 2025 Urban Water Management Plan Update
Event/Milestone Schedule
DWR Publishes 2025 UWMP Guidance Approx. July 2025
Data Collection Completed for 2021-2025 January 2026
Notifications to Other Agencies January 2026
Administrative Draft and Workshop March 2026
Public Review Draft/Presentation at Public Meeting April/May 2026 City Council Presentation/Adoption of UWMP May or June 2026 Submission of Adopted 2025 UWMP to DWR On or before July 1, 2026 This assumes the 2025 Urban Water Management Plan Guidebook is published on or before October 1, 2025 and does not include any new chapters or significant new analyses.
U r b a n W a t e r M a n a g e m e n t P l a n a n d
W a t e r M a n a g e m e n t P l a n U p d a t e s 2 0 2 5 P A R T 1 – T E C H N I C A L P R O P O S A L
pg. 18
Water Management Plan Update
Event/Milestone Schedule
Submission of Adopted 2025 UWMP to DWR On or before July 1, 2026 DWR Accepts 2025 UWMP Update On or before December 31, 2026 Data Collection Completed January 2027
Draft Water Management Plan and Review Workshop April 2027 Submission of Draft WMP to USBR for informal review May 2027 City Council Presentation of WMP July 2027
Submission of Final WMP to USBR August 2027 (on or before December 31, 2027) This schedule assumes the reporting period for the WMP will be a 5 year period covering data from 2022 through 2026. It also assumes that the WMP will be built upon the DWR-approved 2025 UWMP with a crosswalk table.
[B:\City Attorney\COUNCIL COMMUNICATIONS\Water Works PSA.docx;07/31/2025] EXHIBIT “B”
Water Works Engineers Fee Estimate
Client City of Roseville
Project 2025 UWMP/WMP Updates
Task Order No 1
Prepared by Colleen Boak
Date 7/1/2025
Hours and Fee
Year
Water Works Engineers 2025 hrs fee hrs fee hrs fee hrs fee hrs fee hrs fee hrs fee hrs fee hrs fee hrs fee hrs fee Classification Title Hourly Rate
AA1 Administrative $85 6 $510 8 $700
AA2 Senior Administrative $121
E0 Jr Engineer / Jr Field Engineer $121
E1 Staff Engineer $151
E1A Staff Engineer II $170
E2 Associate Engineer $185 40 $7,400 40 $7,622 60 $11,100 100 $19,055 16 $3,049 40 $7,622 80 $15,701 60 $11,100 80 $15,244 E2A Associate Engineer II $197
E3 Project Engineer $209
E3A Project Engineer II $224
E4 Senior Project Engineer $242 16 $3,872 24 $5,982 24 $5,808 40 $9,970 40 $9,680 60 $14,956 4 $997 16 $3,988 40 $10,270 20 $4,840 24 $5,982 E4A Senior Project Engineer II $261 8 $2,151 4 $1,108
E5 Principal Engineer $280 4 $1,120 8 $2,307 16 $4,614 8 $2,376 4 $1,120 4 $1,154 E5A Principal Engineer II $302
Expenses
Water Works Expenses $1,000 $1,000 $1,000
Subconsultant/Expense Markup 0% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Annual Increase for WWE rates of 3% 3%
Subtask Total Hours 26 40 64 80 100 184 20 56 132 84 108 Subtask Total Fee $5,502 $8,990 $13,208 $17,592 $20,780 $41,776 $5,046 $11,610 $30,455 $17,060 $22,380 Subtask 5
Water Management Plan Update
OPTIONAL Subtask 6
Recommended Additional Contract Capacity to
Accommodate Updated UWMP Guidance
Subtask 3
2025 2026 2027 2025
2025 Urban Water Management Plan
Update
Subtask 4
2026
UWMP and WMP
Public Outreach
702
Project Fee
$154,959
2025 2025 2026 2026 2026 2026
Opt'l Subtask 6 Fee
$39,440
Project Totals
Total with Optional
Subtask 6
$194,399
Subtask 2
Data Collection and Calculations
Subtask 1
Project Management
Hours
City Council
Communication
Meeting Date: 9/3/2025
Item #: VII.8
File #: 0203-09
Item ID: 2025-600
Title: Church Street and Pump Station 26 Collection System Improvements Project - Professional Services Agreement Amendment
Contact: William Montz 916-774-5545 [email protected]
SUMMARY
Staff recommends approval of an amendment to Inferrera Construction Management’s professional services agreement for the Church Street (Schedule A) and Pump Station 26 (Schedule B) Collection System Improvements Project (Project). The Project has adequate funds for the amendment in the amount of $100,000 with $50,000 funded by the Wastewater Rehabilitation Fund for Schedule A and $50,000 funded by the South Placer Wastewater Authority for Schedule B.
RECOMMENDATION
Staff recommends that the City Council adopt a resolution to approve the Amendment to the Professional Services Agreement with Inferrera Construction Management in the amount of $100,000 for the Church Street and Pump Station 26 Collection System Improvements Project and authorize the City Manager to execute it on behalf of the City of Roseville.
BACKGROUND
The focus of this project is to increase the capacity of Wastewater Collection’s existing critical pipeline infrastructure near Church Street as well as along Sierra College Boulevard to prevent future sanitary sewer overflows during storm events and violation of the Wastewater Collection’s Waste Discharge Requirements. City staff combined the pipeline improvements within the Church Street Collection System Improvements Project with the Regional Pump Station 26 and Force Main Capacity Improvements Project into one construction project. The two design projects include a similar scope of work involving gravity sewer main pipe bursting and areas of open-cut pipe installation. Pipe bursting is being used where possible on both projects to minimize traffic disruptions and reduce restoration costs.
Church Street (Schedule A): In April 2023, Water Works Engineers provided the Church Street Alternatives Modeling Results Technical Memorandum, outlining options to relieve surcharging and reduce the risk of sewer spills in the Church Street area which occurred during storm events during the winter of 2022/2023.
City staff selected the alternative that includes upsizing multiple sewer gravity mains via pipe bursting, open-cut installation of a new sewer gravity main, and abandonment of an existing gravity sewer main. The Wastewater Collections Group needed this work to be completed as soon as possible to avoid future sewer overflows during future wet weather seasons and potential fines.
Pump Station 26 (Schedule B):The City’s sewer system hydraulic model indicates that the regional trunk sewer on Old Auburn Road could be subject to overflows, and that this capacity deficiency will be further exacerbated under the South Placer Wastewater Authority (SPWA) build-out scenario. Woodard and Curran was commissioned by the City to conduct an analysis comparing multiple options to correct the capacity issue. This Project incorporates recommendations from this analysis to improve pipeline capacity
limitations along Sierra College Boulevard.
A Request for Proposals (RFP) for Construction Management Services was published on May 16, 2024, and on June 13, 2024, four proposals were submitted to the City Clerk’s office. After internal review, Inferrera Construction Management (ICM) was determined to be the top-ranked proposer to provide Construction Management Services for the Project. ICM’s original agreement had a not-to-exceed amount of $642,497. This amendment includes extending and expanding services for an additional not-to-exceed budget of $100,000. Justification for this change is provided as follows:
For Schedule A: ICM’s original budget was estimated based on an anticipated duration of 20 to 30 working days for the Hickory Street work zone. The actual duration of this work totaled 65 working days. This was due to a combination of additional time for corrective and change order work, and delays to material deliveries. Additionally, the Project will be extended 62 to 72 days past the original final completion milestone set forth in the contract due to a change order for manhole replacements along Church Street.
This extra work was not included in ICM’s original budget estimate.
For Schedule B: ICM’s original budget was estimated based on an anticipated duration of 22 to 28 working days, with the addition of days for surface restoration. The actual duration of this work has totaled to more than 80 working days to date. This is due to a combination of additional time for corrective and change order work, and delays to material deliveries. This longer duration was not anticipated in ICM’s original budget estimate.
FISCAL IMPACT
The original ICM professional service agreement amount is $642,497, which includes $445,150 for the work at Church Street (Schedule A) funded by the Wastewater Rehabilitation Fund, and $197,347 for the work at Pump Station 26 (Schedule B) funded by the SPWA. The amendment for $100,000 would bring the new agreement total to $742,497, split with $50,000 for Schedule A and $50,000 for Schedule B. Both schedule’s project budgets can accommodate the Amendment with no further funding required at this time.
ENVIRONMENTAL REVIEW
The proposed project involves minor alteration in the condition of the land, water, and or vegetation which will not remove healthy, mature scenic trees. This activity is categorically exempt from CEQA as a Class 4 Exemption (State CEQA Guidelines Section 15304). The Exemption has been prepared and no further CEQA action is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
4. Invest in well-planned infrastructure and growth
Respectfully Submitted,
William Montz, Assistant Engineer
Sean Bigley, Environmental Utilities Director
ATTACHMENTS:
1. Resolution 25-289
2. Professional Services Agreement
3. CEQA
REVIEWERS:
William Montz, Environmental Utilities Department - Technical Services Created/Initiated - 8/13/2025 Brian Craighead, Environmental Utilities Department - Solid Waste Approved - 8/13/2025 Sean Bigley, Environmental Utilities Department - Solid Waste Approved - 8/13/2025 Gretchen Hakala, City Attorney Department Approved - 8/19/2025 Katrina Six, City Clerk Department Approved - 8/19/2025 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 8/20/2025 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 8/21/2025 Michelle Sheidenberger, City Attorney Department Approved - 8/21/2025 Dominick Casey, City Manager Department - City Manager Approved - 8/21/2025 Katrina Six, City Clerk Department Final Approval - 8/22/2025
RESOLUTION NO. 25-289
APPROVING A FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT, BY
AND BETWEEN THE CITY OF ROSEVILLE AND INFERRERA CONSTRUCTION MANAGEMENT GROUP, INC., AND AUTHORIZING THE CITY MANAGER TO
EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, a first amendment to professional services agreement for the Construction Management Services for the Church Street and Pump Station 26 Collection System Improvements Project, by and between the City of Roseville and Inferrera Construction Management Group, Inc., has been reviewed by the City Council; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said first amendment to professional services agreement is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2025, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk
[B:\City Attorney\COUNCIL COMMUNICATIONS\1st ame inferrera.docx:07/03/2025]
FIRST AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT
Construction Management Services for the Church Street
and Pump Station 26 Collection System Improvements Project THIS FIRST AMENDMENT TO AGREEMENT is made and entered into this ___ day of __________, 20__, by and between the City of Roseville, a municipal corporation (“CITY”), and Inferrera Construction Management Group, Inc. a California corporation (“CONSULTANT”); and
W I T N E S S E T H:
WHEREAS, CITY and CONSULTANT previously entered into a Professional Services Agreement dated August 7, 2024 (“Agreement”) regarding Construction Management Services for the Church Street and Pump Station 26 Collection System Improvements (“Project”); and
WHEREAS, CITY desires to amend the Agreement to include additional services as described in CONSULTANT’s letters dated June 23, 2025 which are attached hereto as Exhibit “A” and incorporated herein by reference; and
WHEREAS, CONSULTANT is willing and able to provide such additional services.
NOW, THEREFORE, the parties agree as follows:
[B:\City Attorney\COUNCIL COMMUNICATIONS\1st ame inferrera.docx:07/03/2025]
1. CONSULTANT shall provide additional services as described in Exhibit “A” of this First Amendment to Agreement.
2. Section 2 of the Agreement is amended by adding an additional paragraph to read as follows:
“CITY shall pay one hundred thousand dollars ($100,000), in consideration of the additional services as set forth in Exhibit “A” to the First Amendment to Agreement.”
3. The Agreement is amended by adding an additional paragraph for compliance with AB334 to read as follows:
“24. Public Contracts: Conflicts of Interest. CONSULTANT’s duties and services under this Agreement shall not include preparing or assisting CITY with any portion of the CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Agreement.”
4. All other provisions of the Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the City of Roseville, a municipal corporation, has authorized the execution of this First Amendment to Agreement in duplicate by its City Manager and
[B:\City Attorney\COUNCIL COMMUNICATIONS\1st ame inferrera.docx:07/03/2025] EXHIBIT “A”
ICM
7040 Settlers Trail
Shingle Springs, CA 95682 www.icmgroupusa.com
Phone 916-792-9871
June 23, 2025
Mr. William Montz
City of Roseville, Environmental Utilities
2005 Hilltop Circle
Roseville, CA 95747
Dear Mr. Montz,
We are continuing to progress the City’s Church Street and Pump Station 26 Improvements Project to a successful completion. As we have discussed, the construction management and inspection budget is not sufficient to satisfy the needs of completing Schedule A of the Project.
The reasons for this are as follows:
1. The original budget was estimated based on an anticipated duration of 20-30 working days for the Hickory Street work zone, with the addition of days for surface restoration (Sheet C-09). This duration was stated in the bid drawings. The actual duration of this work totaled 65 working days. This was due to a combination of the Contractor’s productivity, additional time for corrective and change order work, and delays to material deliveries. Our original budget did not account for this extended duration.
2. The Contractor worked overtime on a regular basis throughout all work zones of Schedule A. Our original budget did not account for the premium time that has accrued.
3. Due to CPR01 (Change order for Church Street manhole replacements), the project will be extended 62-72 days past the original final completion milestone set forth in the contract. This extra work was not included in our original budget.
We propose an Amendment with a budget of $50,000 to complete Schedule A of the project.
Let me know if you have any questions or need additional information.
Thanking you in advance,
Inferrera Construction Management Group, Inc.
Jeffrey Inferrera, PE
President
ICM
7040 Settlers Trail
Shingle Springs, CA 95682 www.icmgroupusa.com
Phone 916-792-9871
June 23, 2025
Mr. William Montz
City of Roseville, Environmental Utilities
2005 Hilltop Circle
Roseville, CA 95747
Dear Mr. Montz,
The City’s Church Street and Pump Station 26 Improvements Project has been a successful project to date. We’re pleased to see the work on Schedule B progressing along and all parties seem to be looking forward to a well-earned completion.
As we have discussed, the construction management and inspection budget is not sufficient to satisfy the needs of completing Schedule B of the Project. The reasons for this are as follows:
1. The original budget was estimated based on an anticipated duration of 22-28 working days, with the addition of days for surface restoration. This duration was stated in the bid drawings. The actual duration of this work has totaled to more than 80 working days to date. This is due to a combination of the Contractor’s productivity, additional time for corrective and change order work, and delays to material deliveries. This longer duration was not anticipated in our original budget estimate causing increased costs.
2. The Contractor worked overtime on a regular basis during the night work portion of the project on Sierra College Boulevard. This created additional premium time that was not anticipated in our original budget estimate causing increased costs.
We propose an Amendment with a budget of $50,000 to complete Schedule B of the project.
Let me know if you have any questions or need additional information.
Sincerely,
Inferrera Construction Management Group, Inc.
Jeffrey Inferrera, PE
Principal
Notice of Exemption
To: Placer County Clerk From: City of Roseville
Recorder’s Office Development Services Dept.
2954 Richardson Drive 311 Vernon Street
Auburn, CA 95603 Roseville, CA 95678
Project Title: Church Street and Pump Station 26 Collection System Improvements Project Project Location(s): Sierra College Boulevard between Eureka Road and south of East Roseville Parkway, Roseville, CA 95747 and Church Street between Birch Street and Atkinson Street, Atkinson Street between Elm Stret and Hickory Street, and Hickory Street between Atkinson Street and Porter Drive, Roseville, CA 95661
Project Description: The Environmental Utilities Department (EU) is making upgrades to critical wastewater collections infrastructure at two locations: within Church Street, Atkinson Street, and Hickory Street (Church Street Collection System Improvements) and another site within Sierra College Boulevard, referred to as Pump 26 (PS 26). These improvements are needed to prevent future sanitary sewer overflows during storm events resulting in a violation of Wastewater Collection’s Waste Discharge Permit. The selected fix for this issue includes upsizing of multiple sewer gravity mains via pipe bursting, open cut installation of a new sewer gravity main, and abandonment of an existing gravity sewer main for the Church Street Collection System Improvements.
The PS 26 improvements were initially approved as a separate project in 2022, but the City decided to separate out the pipeline work, which has not yet been awarded. EU staff decided to combine the remaining PS 26 work, involving gravity sewer main pipe bursting, areas of open-cut pipe installation, and installation of a new weir manhole, with the Church Street Collection System Improvements due to the similar nature of the work required. These trenchless methods will result in significant cost savings and a minimization of traffic disruptions, and the larger project size when combined with the Church Street Collection System Improvements creates a more attractive bid package. Both project located are entirely paved, and there are no sensitive habitats on the sites or immediately adjacent.
Public Agency Approving Project: Roseville City Council Agency/Individual Carrying Out Project: City of Roseville Environmental Utilities Department Reason why this Project is Exempt: The project qualifies for a Class 4 Categorical Exemption as described in Section 15304 of the California Environmental Quality Act (CEQA) guidelines which states:
“Class 4 (Minor Alterations to Land) consists of…minor public…alterations which do not involve the removal of healthy, mature, scenic trees…”
The project consists of improvements to pipelines and installation of new manholes located entirely within existing streets using primarily trenchless pipe bursting methods, with only select areas of open cut trenching. Both project areas are entirely within existing paved streets and are not located in or within the vicinity of sensitive areas and would not result in removal of a mature scenic tree(s).
Consequently the Class 4 Categorical Exemption applies.
Lead Agency Contact Person: Rana Moore, Roseville Department of Environmental Utilities (916- 774-5581).
Signature: Date: 4-22-2024
Jessica Lynch, Environmental Coordinator
City of Roseville
City Council
Communication
Meeting Date: 9/3/2025
Item #: VII.9
File #: 0203-17
Item ID: 2025-571
Title: Service and Support of Accela Software - Professional Services Agreement Amendment Contact: Stacie Marchetti 916-774-5278 [email protected]
SUMMARY
Staff recommends approval of an amendment to the professional services agreement with True Point Solutions LLC, with a not-to-exceed amount of $300,000 annually for the recommended agreement amendment and future optional renewals. The funding source is the Development Services Department's Technology Replacement Fund, funded by development through building permit fees for developmentdriven technology improvements. Funding for FY2025-26 is included in the Department's budget. Staff also recommends authorization for the City Manager to execute future amendments to extend the agreement for up to two (2) additional one-year renewal terms on behalf of the City.
RECOMMENDATION
Staff recommends that the City Council adopt a resolution to approve the first amendment to the professional services agreement with TruePoint Solutions LLC, and authorize the City Manager to execute it on behalf of the City of Roseville.
Staff additionally requests authority for the City Manager or his designee to execute two (2) additional one (1) year renewals without further City Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with this consultant is not in the best interest of the City.
BACKGROUND
In 2013, following a competitive bid process, the City partnered with TruePoint Solutions LLC (TruePoint) to implement the City's enterprise permitting system, Accela Automation. Since that time, the City has continued to work closely with TruePoint, a certified implementation partner for Accela Inc., to further expand and enhance the Accela platform with great success.
The Development Services Department continues to require third-party support for the Accela platform, including on-call technical assistance and project management services related to system upgrades, enhancements, automation, and other end-user improvements. As the original system implementer, TruePoint possesses in-depth knowledge of the City's Accela environment, making them uniquely qualified to support ongoing system performance and business continuity.
In October 2023, TruePoint entered into an active contract with the General Services Administration (GSA) Federal Acquisition Services, which the City utilized in June 2024 to procure the requested services at competitive, pre-negotiated rates.
Staff is requesting approval of the first amendment to the professional services agreement with TruePoint Solutions LLC, for on-call Accela support services. Additionally, staff requests authorization for the City
Manager to exercise the two (2) remaining one-year renewal options for the duration of the agreement.
The cost of ongoing maintenance and support for the enterprise permitting system is fully funded by development through permit fees.
FISCAL IMPACT
The not-to-exceed amount for the recommended agreement and future optional renewals is $300,000 annually. The funding source is the Development Services Department's Technology Replacement Fund, funded by development through building permit fees for development-driven technology improvements.
Funding for FY2025-26 is included in the Department's budget.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) only applies to projects which have the potential to cause a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. (CEQA Guidelines §15061 (b)(3)).
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
6. Deliver exceptional City services
4. Invest in well-planned infrastructure and growth
Respectfully Submitted,
Stacie Marchetti, Management Analyst
Mike Isom, Development Services Director
ATTACHMENTS:
1. Resolution 25-285
2. TruePoint Professional Services Agreement First Amendment
3. GSA Contract GS-35F-025BA
REVIEWERS:
Stacie Marchetti, Development Services Department - Business Services Division
Created/Initiated -
8/6/2025
Joe Allen, Development Services Department - Business Services Division Approved - 8/7/2025 Mike Isom, Development Services Department Approved - 8/7/2025 Gretchen Hakala, City Attorney Department Approved - 8/18/2025 Katrina Six, City Clerk Department Approved - 8/18/2025 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 8/21/2025 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 8/21/2025 Michelle Sheidenberger, City Attorney Department Approved - 8/22/2025 Dominick Casey, City Manager Department - City Manager Approved - 8/25/2025 Katrina Six, City Clerk Department Final Approval - 8/25/2025
RESOLUTION NO. 25-285
APPROVING A FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT, BY
AND BETWEEN THE CITY OF ROSEVILLE AND TRUEPOINT SOLUTIONS LLC, AND
AUTHORIZING THE CITY MANAGER TO EXECUTE IT ON BEHALF
OF THE CITY OF ROSEVILLE
WHEREAS, a first amendment to professional services agreement for service and support of Accela software, by and between the City of Roseville and TruePoint Solutions LLC, has been reviewed by the City Council; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said professional services agreement is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.
BE IT FURTHER RESOLVED, that the City Manager or his designee is authorized to execute two (2) additional one (1) year renewals without further City Council approval, provided that the applicable budget is approved by the City Council, or until staff determines that continuing with this consultant is not in the best interest of the City.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2025, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk
[B:\City Attorney\corres\Kelly\Contracts 2025\TruePoint First Amendment.docx:07/29/2025]
FIRST AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT
Service and Support of Accela Software
THIS FIRST AMENDMENT TO AGREEMENT is made and entered into this ___ day of __________, 20__, by and between the City of Roseville, a municipal corporation (“CITY”), and TruePoint Solutions LLC, a California limited liability company (“CONSULTANT”); and W I T N E S S E T H:
WHEREAS, CITY and CONSULTANT previously entered into a Professional Services Agreement dated June 19, 2024 (“Agreement”) regarding service and support of Accela software (“Project”); and
WHEREAS, CITY desires to exercise its option to extend the term of the Agreement for an addition one (1) year; and
WHEREAS, CONSULTANT is willing and able to provide such additional services.
NOW, THEREFORE, the parties agree as follows:
1. Section 1 of the Agreement is amended by adding an additional paragraph to read as follows:
“CITY is exercising its option to extend the term of the Agreement for an additional one (1) year period commencing July 1, 2025 and ending on June 30, 2026.”
[B:\City Attorney\corres\Kelly\Contracts 2025\TruePoint First Amendment.docx:07/29/2025]
2. Section 3 of the Agreement is amended by adding an additional paragraph to read as follows:
“CITY shall compensate CONSULTANT on a time and expense basis for a total not to exceed amount of three hundred thousand dollars ($300,000), in consideration of the additional services to be provided during the term of the First Amendment to Agreement.”
3. All other provisions of the Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the City of Roseville, a municipal corporation, has authorized the execution of this First Amendment to Agreement in duplicate by its City Manager and attested to by its City Clerk under the authority of Resolution No. _________, adopted by the Council of the City of Roseville on the ___ day of ___________, 20__, and CONSULTANT has caused this First Amendment to Agreement to be executed.
CITY OF ROSEVILLE, a TRUEPOINT SOLUTIONS LLC, a
municipal corporation California limited liability company BY: _______________________________ BY: _______________________________ DOMINICK CASEY its: _______________________________
City Manager
and
ATTEST:
BY: _______________________________
its: _______________________________
BY: _______________________________
CARMEN AVALOS
City Clerk
[ SIGNATURES CONTINUED ON FOLLOWING PAGE]
[B:\City Attorney\corres\Kelly\Contracts 2025\TruePoint First Amendment.docx:07/29/2025] APPROVED AS TO FORM:
BY: _______________________________
MICHELLE SHEIDENBERGER
City Attorney
APPROVED AS TO SUBSTANCE:
BY: _______________________________
MIKE ISOM
Development Services Director
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