Item 04 2024-00513 Fleet Management Software Maintenance and Support Services

City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2024-00513 5/7/2024 Consent Item 4.

Fleet Management Software Maintenance and Support Services File ID: 2024-00513
Location: Citywide
Recommendation: Pass a Motion: 1) ratifying an amount due of $72,145.19 outstanding for Assetworks FleetFocus M5 software subscription services provided to the City of Sacramento; 2) approving an agreement with AssetWorks, Inc. for the purchase of FleetFocus M5 software subscription in an amount not to exceed $600,000 for the five-year term; and 3) authorizing the City Manager or the City Manager’s designee to execute the contract provided that sufficient funds are available in the adopted budget for the applicable fiscal year.

Contact: Bobbie Small, Program Specialist, (916) 808-6711, [email protected]; Alison Kerstetter, Fleet Manager, (916) 808-1163, [email protected], Department of Public Works
Presenter: None.

Attachments:
1 - Description/Analysis
2 - Contract
Description/Analysis
Issue Detail:

For over 25 years, the Fleet Management Division of the Department of Public Works has relied on AssetWorks FleetFocus software to meticulously document maintenance, repair services, and asset management for our vehicles. This comprehensive system maintains historical data, tracks vehicle information from budgeting to disposal, capturing data on expenses such as fuel, maintenance, acquisition, and disposal costs, as well as fuel deliveries and usage.

The software plays a crucial role in our operations, enabling us to accurately bill City departments for any costs associated with fleet vehicle operation and fuel on a monthly basis.

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File ID: 2024-00513 5/7/2024 Consent Item 4.

Considering the potential switch to a new fleet management software, we must acknowledge the significant costs involved. Reviewing new systems, conducting testing, integrating with existing fleet systems, and migrating current fleet data would impose a substantial financial burden and consume considerable time and resources.

The ongoing subscription, maintenance, and support services provided by AssetWorks, Inc. are vital for our Fleet Management Division to maintain seamless data collection and analysis. Additionally, our agreement with AssetWorks ensures timely updates and fixes to the software, given its proprietary nature.

In summary, the continuation of our partnership with AssetWorks is imperative for the efficient operation of our Fleet Management Division. The software's reliability, comprehensive features, and ongoing support are essential for maintaining our fleet effectively while minimizing costs and maximizing efficiency.

Policy Considerations: The recommendations in this report are in accordance with City Code Chapter 3.64, which requires City Council approval of purchases of $250,000 or more.

Economic Impacts: None.

Environmental Considerations:

California Environmental Quality Act (CEQA): California Environmental Quality Act (CEQA): No environmental review is necessary because the recommendations in this report involve the purchase of software maintenance and support services and are not considered to be a project in accordance with Section 15378(b)(2) of the California Environmental Quality Act guidelines.

Sustainability: Not Applicable.

Commission/Committee Action: None.

Rationale for Recommendation:

Fleet Management relies on AssetWorks FleetFocus M5 Software to maintain uninterrupted services for its City customers. Extensive resources and staff training have been invested in fully developing this system. With a 25-year track record, AssetWorks’s FleetFocus ensures continuity of support and services without interruption.

This arrangement also covers any necessary hardware updates. As a critical component of the City’s fleet operations, the system allows for additional modules to be added as needed.

Fleet Management recommends entering into a five-year contract with AssetWorks Inc. to ensure the

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File ID: 2024-00513 5/7/2024 Consent Item 4.
ongoing reliability and functionality of our fleet management system.

Financial Considerations:

Sufficient funding exists in the Department of Public Works Fiscal Year 2023/24 operating budget (Fleet Fund, Fund 6501) to purchase maintenance and support services through June 30, 2024.

Purchases made after June 30, 2024, are subject to funding availability in the adopted budget of the applicable fiscal year.

Due to the forecasted structural budget gap, the City Manager has directed City departments to minimize costs and for all new contracts to receive an additional level of scrutiny to ensure they are necessary for the operation of the City. This contract has been reviewed and approved by the City Manager’s Office to advance to Council for approval. Funding for the proposed contract beyond FY2023/24 is subject to Council approval.

Local Business Enterprise (LBE): AssetWorks, Inc is not an LBE. The minimum LBE participation is not required as use of a sole source procurement has been utilized (City Professional Services Policy, Section 2) to select a vendor.

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CONTRACT ROUTING SHEET$ Amount (Not to Exceed): ______________________ Adjusted $ Amount (+/-): _____________________Other Party: ______________________________________________________________________________Project Title: _____________________________________________________________________________Project #: ____________________________________ Bid/RFQ/RFP #: ___________________________City Council Approval: if YES, Council File ID#: __________Contract Processing ContactsDepartment: ______________________________Contract Coordinator: _______________________Project Manager: _________________________________Department Review and Routing(Signature) (Date)(Signature) (Date)(Signature) (Date)(Signature) (Date)Special Instruction/Comments (i.e. recording requested, other agency signatures required, etc.)_______________________________________________________________________________________------------------FOR CLERK & IT DEPARTMENTS ONLY DO NOT WRITEBELOW THIS LINE------------------ Contract Cover/Routing Form: Must Accompany ALL Contracts; however, it is NOT part of the contract.General Information (Required)Original Contract # (supplements only): ________ Supplement/Addendum #: ___________________Assessors Parcel Number(s): ________________________________________________________________Contract Effective Date: Contract Expiration Date (if applicable):$ 600,000.00 $ 0.00AssetWorks, LLCFleet Management Software Maintenance and Support Services2025-00513Bobbie SmallSong Moua [email protected] Works PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Page 1 of 3 CONTRACT #: CONTRACT NAME: Software, Maintenance and Support for Assetworks Systems CONTRACT PROJECT #: DEPARTMENT: Public Works DIVISION: Fleet Management CITY OF SACRAMENTO PROFESSIONAL SERVICES AGREEMENT* THIS CONTRACT (“Contract” or “Agreement”) is made at Sacramento, California, by and between the CITY OF SACRAMENTO, a charter city and municipal corporation (“CITY”), and AssetWorks, Inc. 998 Old Eagle School Road, Suite 484-588-5515 / [email protected](“CONTRACTOR”), as of the Effective Date, as defined below. The City and CONTRACTOR agree as follows: Effective Date. This Contract shall be effective beginning April 30, 2024 .Contract Documents. All exhibits and documents attached or referred to in this Contract areincorporated as if set forth herein, Including Exhibit A (titled “Scope of Services”) and Exhibit B (titled “Payment”).f there is a conflict between the terms and conditions of any document prepared or provided by the CONTRACTOR and made a part of this Contract and the other terms or conditions of the Contract, the other terms and conditions of the Contract control.Services. Subject to the terms and conditions set forth in this Contract, CONTRACTOR shallprovide to CITY the services described in Exhibit A (“Services”).CONTRACTOR will not be compensated for services outside the scope of Exhibit A (“AdditionalServices”) unless, before providing Additional Services: (a) CONTRACTOR notifies CITY and CITYagrees that the Additional Services are outside the scope of Exhibit A; (b) CONTRACTOR estimatesthe additional compensation required for these Additional Services; and (c) CITY, after notice, approves in writing a Supplemental Contract specifying the Additional Services and the amount of additional compensation to be paid CONTRACTOR.CITY will have no obligations whatsoever under this Contract or any Supplemental Contract,unless and until this Contract or any Supplemental Contract is approved by the City as required___________________________ *This form is to be used for all professional services, except services performed by architects, landscape-architects, professional engineers, or professional land surveyors, or services related to a construction project.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Page 2 of 3 by the Sacramento City Code. As used in this Contract, the term “Services” includes both Services and Additional Services as applicable.4. Payment.CITY shall pay CONTRACTOR at the times and in the manner set forth in Exhibit B.CONTRACTOR shall submit all invoices to CITY in the manner specified in Exhibit B.5. Facilities and Equipment. Except as set forth below, CONTRACTOR shall, at its sole cost andexpense, furnish all facilities and equipment required for CONTRACTOR to perform this Contract.CITY shall furnish to CONTRACTOR only the facilities and equipment listed below, if any.6. Insurance. CONTRACTOR shall, at its sole cost and expense, maintain the insurance coveragedescribed in the attached Exhibit C.7. General Conditions. CONTRACTOR shall comply with the terms and conditions set forth in theattached Exhibit D.8. Additional Requirements for Surveying, Material Testing, and Inspection Services. If thisContract includes any land surveying, material testing, or inspection services provided for a CITYconstruction project, during the design, pre-construction, construction, or post-constructionphases of the project, the CONTRACTOR and any subcontractor or subconsultant performingany such services shall comply with the provisions specified in Exhibit E.9. Non-Discrimination in Employee Benefits. This Contract may be subject to Sacramento CityCode chapter 3.54, Non- Discrimination in Employee Benefits by CITY contractors. A summaryof the requirements, entitled "Requirements of the Non-Discrimination in Employee BenefitsCode (Equal Benefits Ordinance),” can be viewed at:https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.CONTRACTOR acknowledges and represents that CONTRACTOR has read and understands therequirements and shall fully comply with all applicable requirements of Sacramento City Codechapter 3.54. If requested by CITY, CONTRACTOR shall promptly provide any documents andinformation required by CITY to verify CONTRACTOR's compliance.CONTRACTOR's violation of Sacramento City Code chapter 3.54 constitutes a material breachof this Contract, for which the CITY may terminate the Contract and pursue all available legaland equitable remedies.10. Considering Criminal Conviction Information in the Employment Application Process. ThisContract may be subject to the requirements of Sacramento City Code chapter 3.62, Proceduresfor Considering Criminal Conviction Information in the Employment Application Process. Asummary of the requirements, entitled “Ban-The-Box Requirements,” can be viewed at:https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Page 3 of 3 The Ban-The-Box Requirements are applicable to certain contracts with the CITY in an amountof $250,000 or more (either initial value or total value after amendment) or if the total value of all CONTRACTOR's contracts with the City is $250,000 or more over a 12-month period. CONTRACTOR acknowledges and represents that CONTRACTOR has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.62. If requested by CITY, CONTRACTOR shall promptly provide any documents and information required by CITY to verify CONTRACTOR's compliance. CONTRACTOR shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.62 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.62. CONTRACTOR'S violation of Sacramento City Code chapter 3.62 constitutes a material breach of this Contract, for which the CITY may terminate the Contract and pursue all available legal and equitable remedies. 11. Local Business Enterprise Program. The Local Business Enterprise Program Participation Requirements ("LBE Participation Requirements") may be applicable to this Contract. A summary of the requirements, entitled "LBE Participation Requirements," can be viewed at: https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances. CONTRACTOR acknowledges and represents that CONTRACTOR has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.60. If requested by CITY, CONTRACTOR shall promptly provide any documents and information required by CITY to verify CONTRACTOR's compliance. CONTRACTOR shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.60 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.60. CONTRACTOR's violation of Sacramento City Code chapter 3.60 constitutes a material breach of this Contract, for which the CITY may terminate the Contract and pursue all available legal and equitable remedies. 12. Authority. The person signing this Contract for CONTRACTOR represents and warrants that he or she has read, understands, and agrees to all the Contract terms and is fully authorized to sign this Contract on behalf of the CONTRACTOR and to bind the CONTRACTOR to the performance of the Contract’s obligations. [Signatures Page Following Exhibits] PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit A - Page 1 of 2 EXHIBIT A SCOPE OF SERVICES 1. Representatives. The CITY Representative for this Agreement is: Bobbie Small / Program Specialist 5730 24th Street, Sacramento, CA 95822 916-808-6711 / [email protected] The CONTRACTOR Representative for this Agreement is: Tyler Beaty / National Account Manager 998 Old Eagle School Road, Suite 1215, Wayne, PA 19087 [email protected] Unless otherwise provided in this Contract, all CONTRACTOR questions and correspondence pertaining to this Contract must be addressed to the CITY Representative. All CITY questions and correspondence must be addressed to the CONTRACTOR Representative. 2. Scope of Services. CONTRACTOR shall provide Services to CITY as set forth in Attachment 1 to this Exhibit A. 3. Time of Performance. The Services described in this Contract shall be provided for five years . CONTRACTOR shall provide the Services in accordance with any schedule in Attachment 1 to this Exhibit A. 4. Conflict of Interest Requirements. The individual(s) who will provide Services pursuant to this Contract are “Consultants” within the meaning of the Political Reform Act and the CITY’S Conflict of Interest Code. ____ yes __X__ no [check one] CONTRACTOR shall cause the following to occur within 30 days after execution of this Contract: (A) Identify the individuals who will provide Services or perform Work under this Contract as "Consultants"; and (B) Cause these individuals to file with the City Representative the "assuming office" statements of economic interests required by the CITY’S Conflict of Interest Code. Thereafter, throughout the term of the Contract, CONTRACTOR shall cause these individuals to file with the CITY Representative annual statements of economic interests and "leaving office" PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit A - Page 2 of 2 statements of economic interests, as required by the CITY’S Conflict of Interest Code. The CITYmay withhold all or a portion of any payment due under this Contract or impose fines on the individuals until all required statements are filed.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit B - Page 1 of 2 EXHIBIT B PAYMENT 1. CONTRACTOR’s Compensation. The total of all fees paid to the CONTRACTOR for the provision of Services as set forth in Exhibit A, including any authorized reimbursable expenses, shall not exceed the total sum of $ 600,000 . The payments specified in this Exhibit B shall be the only payments made to CONTRACTOR unless the CITY approves a Supplemental Contract. 2. Billable Rates. CONTRACTOR shall be paid for the performance of Services on an hourly rate, daily rate, flat fee, lump sum, or other basis, as set forth in Exhibit A or Attachment 1 to this Exhibit B and any applicable special provisions included in the request for bids or proposals. If there is a conflict between Exhibit A or Exhibit B and the Special Provisions, Exhibit A or Exhibit B controls. 3. CONTRACTOR’s Reimbursable Expenses. “Reimbursable Expenses” are limited to actual expenditures of CONTRACTOR for expenses that are necessary for the proper satisfaction of the Contract and are only payable if specifically authorized in advance in writing by the CITY. No charges or markup will be allowed unless specified in the Contract, including charges for travel and transportation. 4. Payments to CONTRACTOR. CONTRACTOR is responsible for supplying all documentation necessary to verify invoices to the CITY’S satisfaction. A. Payments to CONTRACTOR shall be made within a reasonable time after receipt of CONTRACTOR’s invoice, in proportion to services performed or as otherwise specified in Attachment 1 to Exhibit B. CONTRACTOR may request payment on a monthly basis. CONTRACTOR shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of CITY. B. Invoices must be submitted to either of the addresses specified below. (1) Email. Submit email invoices and any attachments to: [email protected] (2) Postal Mail. If emailing is not an option, mail to: A/P Processing Center City of Sacramento 915 I Street, Floor 4 Sacramento, CA 95814-2608 C. All invoices submitted by CONTRACTOR must contain the following information: (1) Job/Project Name

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit B - Page 2 of 2 (2) CITY’s current Purchase Order Number (3) CONTRACTOR’s Invoice Number (4) Date of Invoice Issuance (5) Work Order Number (if applicable) (6) CITY representative identified on the Purchase Order (7) CONTRACTOR’s remit address (8) Description of services billed under Invoice (9) Amount of Invoice (itemize all authorized Reimbursable Expenses) (10) Total Billed to Date under Contract (if applicable) D. Items must be separated into Services and Reimbursable Expenses. Invoices that do not conform to the format outlined above will be returned to CONTRACTOR for correction. CITY is not responsible for delays in payment to CONTRACTOR resulting from CONTRACTOR’s failure to comply with the invoice format described above. 5. Additional Services. Additional Services shall be provided only when a Supplemental Contract authorizing the Additional Services is approved in writing by the CITY in accordance with the CITY’S contract amendment procedures. The CITY reserves the right to perform any Additional Services with its own staff or to retain other CONTRACTORs to perform the Additional Services. 6. Accounting Records of CONTRACTOR. During performance of this Contract and for a period of three years after completion of performance, CONTRACTOR shall maintain all accounting and financial records related to this Contract, in accordance with generally accepted accounting practices, including records of CONTRACTOR’s costs for performance under this Contract and records of CONTRACTOR’s Reimbursable Expenses. CONTRACTOR shall keep and make records available for inspection and audit by representatives of the CITY upon reasonable written notice. 7. Tax Payments. CONTRACTOR shall pay, when and as due, any and all taxes incurred as a result of CONTRACTOR’s compensation hereunder, including estimated taxes, and shall provide CITY with proof of the payment upon request. CONTRACTOR hereby agrees to indemnify CITY for any claims, losses, costs, fees, liabilities, damages or injuries suffered by CITY arising out of CONTRACTOR’s breach of this section.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit C - Page 1 of 5 EXHIBIT C INSURANCE 1. Insurance Requirements. During the entire term of this Agreement, CONTRACTOR shall maintain insurance coverage as described in this Exhibit. Full compensation for all premiums that CONTRACTOR is required to pay for the insurance coverage described herein shall be included in the compensation specified for the Services provided by CONTRACTOR under this Agreement. No additional compensation will be provided for CONTRACTOR’S insurance premiums. If CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown below, the CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. It is understood and agreed by CONTRACTOR that its liability to the CITY shall not in any way be limited to or affected by the amount of insurance coverage required or carried by CONTRACTOR in connection with this Agreement. 2. General Liability Minimum Scope and Limits of Insurance Coverage. A. Commercial General Liability Insurance providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, arising out of activities performed by or on behalf of CONTRACTOR, its sub-consultants, and subcontractors, products and completed operations of CONTRACTOR, its sub-consultants, and subcontractors, and premises owned, leased, or used by CONTRACTOR, its sub-consultants, and subcontractors, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide contractual liability and products and completed operations coverage for the term of the policy. If a general aggregate limit applies, either the general aggregate limit shall apply separately (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. B. The CITY, its officials, employees, and volunteers shall be covered by policy terms or endorsement as additional insureds as respects general liability arising out of: activities performed by or on behalf of CONTRACTOR, its sub-consultants, and subcontractors; products and completed operations of CONTRACTOR, its sub-consultants, and subcontractors; and premises owned, leased, or used by CONTRACTOR, its sub-consultants, and subcontractors. 3. Automobile Liability Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.)

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit C - Page 2 of 5 _X___ Automobile Liability Insurance is required providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of CONTRACTOR. The CITY, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects auto liability. ____ No automobile liability insurance is required, and by signing this Agreement, CONTRACTOR certifies as follows: “CONTRACTOR certifies that a motor vehicle will not be used in the performance of any work or services under this agreement. If, however, CONTRACTOR does transport items under this Contract, or this Contract is amended to require any employees of CONTRACTOR to use a vehicle to perform services under the Contract, CONTRACTOR understands that it must maintain and provide evidence of Automobile Liability Insurance providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the CONTRACTOR.” 4. Umbrella or Excess Policies. A. CONTRACTOR may use Umbrella or Excess policies to provide the liability limits as required. This form of insurance will be acceptable provided that the Primary and Umbrella or Excess Policies shall provide all of the insurance coverage required, including but not limited to primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense obligations. Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided in the underlying primary policy. B. Any Umbrella or Excess insurance shall contain, or be endorsed to contain, a provision that it shall apply on a primary basis for the benefit of the CITY, and any insurance or self-insurance maintained by the CITY, its officials, employees, or volunteers shall be in excess of such umbrella or excess coverage and shall not contribute with it. No insurance policies maintained by the CITY, whether Primary or Excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the CONTRACTOR’S Primary and Excess liability policies are exhausted. 5. Workers’ Compensation Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.) _X___ Workers’ Compensation Insurance is required with statutory limits and Employers' Liability Insurance with limits of not less than one million dollars ($1,000,000). The

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit C - Page 3 of 5 Workers' Compensation policy shall include a waiver of subrogation in favor of the CITY. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from an insurer. ____ No work or services will be performed on or at CITY facilities or CITY Property. Therefore, a Workers’ Compensation waiver of subrogation in favor of the CITY is not required. ____ No Workers’ Compensation insurance is required, and by signing this Agreement, CONTRACTOR certifies as follows: “CONTRACTOR certifies that its business has no employees, and that it does not employ anyone, and is therefore exempt from the legal requirements to provide Workers' Compensation insurance. If, however, CONTRACTOR hires any employee during the term of this Agreement, CONTRACT understands that Workers’ Compensation with statutory limits and Employer’s Liability Insurance with a limit of not less than one million dollars ($1,000,000) is required. The Workers’ Compensation policy will include a waiver of subrogation in favor of the CITY.” 6. Professional Liability Minimum Scope and Limits of Insurance Coverage. Professional Liability Insurance providing coverage on a claims-made basis for errors and omissions, or malpractice with limits of not less than one million dollars ($1,000,000): ____ Is _X___ Is not [check one] required for this Agreement. A. If Professional Liability insurance is required: (1) The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. (2) Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract. (3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the CONTRACTOR must purchase “extended reporting” coverage for a minimum of three (3) years after completion of contract work. 7. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions: A. CONTRACTOR’S insurance coverage, including excess insurance, shall be primary and non-contributory insurance as respects the CITY, its officials, employees, and volunteers. Any insurance or self-insurance maintained by the CITY, its officials, employees, or volunteers shall be in excess of CONTRACTOR’S insurance and shall not contribute with it.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit C - Page 4 of 5 B. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the CITY, its officials, employees, or volunteers. C. Coverage shall state that CONTRACTOR’S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. D. The CITY will be provided with thirty (30) days written notice of cancellation or material change in the policy language or terms. 8. Waiver of Subrogation. CONTRACTOR hereby grants to the CITY a waiver of any right to subrogation which any insurer of CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer. 9. Acceptability of Insurance. Insurance shall be placed with insurers with a Bests’ rating of not less than A:VI. Self-insured retentions, policy terms or other variations that do not comply with the requirements of this Section must be declared to and approved by the CITY in writing prior to execution of this Agreement. 10. Verification of Coverage A. CONTRACTOR shall furnish the CITY with certificates and required endorsements evidencing the insurance required. The certificates and endorsements shall be forwarded to the CITY representative named in Exhibit A. Copies of policies shall be delivered to the CITY on demand. B. During the term of this Agreement, CONTRACTOR shall send insurance certificates and endorsements, including policy renewals, directly to: City of Sacramento c/o EXIGIS LLC P.O. Box 947 Murrieta, CA 92564 Insurance certificates also may be e-mailed to: [email protected] C. Certificate Holder must be listed as: City of Sacramento c/o Exigis LLC PO Box 947 Murrieta, CA 92564

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit C - Page 5 of 5 D. The CITY may withdraw its offer of contract or cancel this Agreement if the certificates of insurance and endorsements required have not been provided prior to execution of this Agreement. The CITY may withhold payments to CONTRACTOR or cancel this Agreement if the insurance is canceled or CONTRACTOR otherwise ceases to be insured as required herein. 11. Subcontractors. CONTRACTOR shall require and verify that all sub-consultants and subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in this Exhibit.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 1 of 10 EXHIBIT D GENERAL CONDITIONS 1. Independent CONTRACTOR. A. It is understood and agreed that CONTRACTOR (including CONTRACTOR’s employees) is an independent CONTRACTOR and that no relationship of employer-employee exists between the parties hereto for any purpose whatsoever. Neither CONTRACTOR nor CONTRACTOR’s assigned personnel will be entitled to any benefits payable to CITY employees. CITY is not required to make any deductions or withholdings from the compensation payable to CONTRACTOR under the provisions of this Contract, and CONTRACTOR will be issued a Form 1099 for its services hereunder. As an independent CONTRACTOR, CONTRACTOR hereby agrees to indemnify and hold CITY harmless from any and all claims that may be made against CITY based upon any contention by any of CONTRACTOR’s employees or by any third party, including any state or federal agency, that an employer-employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Contract or by reason of the nature and/or performance under this Contract. B. It is further understood and agreed by the parties that CONTRACTOR, in the performance of its obligations, is subject to the City’s control and direction as to the designation of tasks to be performed and the results to be accomplished under this Contract, but not as to the means, methods, or sequence used by CONTRACTOR for accomplishing the results. To the extent that CONTRACTOR obtains permission to, and does, use CITY facilities, space, equipment or support services in the performance of this Contract, this use will be at the CONTRACTOR’s sole discretion based on the CONTRACTOR’s determination that the use will promote CONTRACTOR’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Contract, the CITY does not require that CONTRACTOR use CITY facilities, equipment or support services or work in CITY locations in the performance of this Contract. As used in this Contract, "sole discretion" or "sole judgment" means that the party authorized to exercise its discretion or judgment may do so based on an unfettered assessment of its own interests, without considering how its decision affects the other party, and unconstrained by the implied covenant of good faith and fair dealing. C. If, in the performance of this Contract, any third persons are employed by CONTRACTOR, such persons will be entirely and exclusively under the direction, supervision, and control of CONTRACTOR. Except as otherwise provided in this Contract, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by CONTRACTOR. It is further understood and agreed that CONTRACTOR will issue W-2 or PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 2 of 10 1099 Forms for income and employment tax purposes for all CONTRACTOR’S assigned personnel and subcontractors. D. CONTRACTOR’S duties and services under this Contract do not include preparing orassisting the 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 additionalcontract with the CITY. The CITY at all times retains responsibility for public contracting,including with respect to any subsequent phase of the project contemplated by thisContract. CONTRACTOR’s participation in the planning, discussions, or drawing of projectplans or specifications is limited to conceptual, preliminary, or initial plans orspecifications. CONTRACTOR shall cooperate with the CITY to ensure that all bidders fora subsequent contract on any subsequent phase of the project contemplated by thisContract have access to the same information, including all conceptual, preliminary, orinitial plans or specifications prepared by CONTRACTOR pursuant to this Contract.E. The provisions of this section will survive any expiration or termination of this Contract.Nothing in this Contract creates an exclusive relationship between CITY andCONTRACTOR. CONTRACTOR may represent, perform services for, or be employed byany additional persons or companies so long as CONTRACTOR does not violate theprovisions of Section 5, below.Licenses; Permits, Etc. CONTRACTOR represents and warrants that CONTRACTOR has, and shallmaintain at all times during the term of this Contract at its sole cost and expense, all licenses,permits, qualifications, and approvals of any nature that are legally required for CONTRACTOR topractice its profession or fulfill the terms of this Contract, including a City Business OperationsTax Certificate and any required certification issued by the California Secretary of State.Time. Time is of the essence in the performance of this Contract. CONTRACTOR shall devotethe necessary time and effort to its performance under this Contract. Neither party will beconsidered in default of this Contract, to the extent that party’s performance is prevented ordelayed by any cause, present or future, that is beyond the reasonable control of that party.CONTRACTOR Not Agent. Except as CITY may specify in writing, CONTRACTOR andCONTRACTOR’S personnel have no authority, express or implied, to act on behalf of CITY in anycapacity whatsoever as an agent. CONTRACTOR and CONTRACTOR’S personnel shall have noauthority, express or implied, to bind CITY to any obligations whatsoever.Conflicts of Interest. CONTRACTOR covenants that neither it, nor any officer or principal of itsfirm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the CITY’S interests or that would in any way hinder CONTRACTOR’S performance under this Contract. CONTRACTOR further covenants that in the performance of this Contract, no person having any such interest will be employed by it as an officer, employee, agent or subcontractor, without the CITY’S written consent.CONTRACTOR agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the CITY’S interests during the performance of this Contract. If CONTRACTOR is or employs

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 3 of 10 a former officer or employee of the CITY, CONTRACTOR and any former City officer or employee shall comply with the provisions of Sacramento City Code Section 2.16.090 pertaining to appearances before the City Council or any CITY department, board, commission, or committee. 6. Hazardous Substances. "Hazardous Substances" means any substance, material, waste, or other pollutant or contaminant that is or becomes designated, classified, or regulated as hazardous or toxic under any law, regulation, rule, order, decree, or other governmental requirement now in effect or later enacted. If CONTRACTOR is shipping Hazardous Substances, CONTRACTOR must supply a Safety Data Sheet ("SDS") with the first shipment of Hazardous Substances to each City location receiving the Hazardous Substances. If the content of an SDS is revised, CONTRACTOR must provide a revised SDS to each CITY location receiving Hazardous Substances. 7. Confidentiality of CITY Information. During performance of this Contract, CONTRACTOR may gain access to and use CITY information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer lists, product design, copyright, data, and other vital information (hereafter collectively referred to as “City Information”) that are valuable, special and unique assets of the CITY. CONTRACTOR agrees to protect all City Information and treat it as strictly confidential, and further agrees that CONTRACTOR shall not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party without the CITY’S prior written consent. In addition, CONTRACTOR must comply with all CITY policies governing the use of the CITY network and technology systems, as set forth in applicable provisions of the City of Sacramento Administrative Policy Instructions # 30. A violation by CONTRACTOR of this section is a material violation of this Contract and shall justify legal and equitable relief. 8. CONTRACTOR Information. A. CITY shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by CONTRACTOR under this Contract. In this Contract, the term “information” means and includes: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. CONTRACTOR shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by CITY. B. CONTRACTOR shall fully defend, indemnify and hold harmless CITY, its officers and employees, and each of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 4 of 10 provided by CONTRACTOR under this Contract infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. CITY shall make reasonable efforts to notify CONTRACTOR not later than ten days after CITY is served with any such claim, action, lawsuit or other proceeding. However, City’s failure to provide notice within the ten-day period does not relieve CONTRACTOR of its obligations hereunder, which survive any termination or expiration of this Contract. C. All proprietary and other information received from CONTRACTOR by CITY, whether received in connection with CONTRACTOR’s proposal to CITY or in connection with CONTRACTOR’s performance, will be disclosed upon receipt of a request for disclosure, in accordance with the California Public Records Act; provided, however, that, if any information is set apart and clearly marked “trade secret” when it is provided to CITY, CITY shall give notice to CONTRACTOR of any request for the disclosure of such information. The CONTRACTOR will then have five days from the date it receives notice to petition the court for a protective order to prevent the disclosure of the information. The CONTRACTOR shall have sole responsibility for defense of the actual “trade secret” designation of such information. D. The parties understand and agree that any failure by CONTRACTOR to respond to the notice provided by CITY and seek a protective order, in accordance with the provisions of subsection C, above, constitutes a complete waiver by CONTRACTOR of any rights regarding the information designated “trade secret” by CONTRACTOR, and the information will be disclosed by CITY in accordance with the Public Records Act. 9. Notification of Material Changes in Business. CONTRACTOR agrees that if it experiences any material changes in its business, including a reorganization, refinancing, restructuring, leveraged buyout, bankruptcy, name change, or loss of key personnel, it will immediately notify the City of the changes. CONTRACTOR also agrees to immediately notify the City of any condition that may jeopardize the scheduled delivery or fulfillment of CONTRACTOR's obligations to the City under this Contract. 10. Standard of Performance. CONTRACTOR shall perform in the manner and according to the standards currently observed by a competent practitioner of CONTRACTOR’S profession in California and in compliance with all requirements of this Contract. All products that CONTRACTOR delivers to CITY under this Contract must be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in CONTRACTOR’s profession. CONTRACTOR shall assign only competent personnel to perform on its behalf under this Contract. CONTRACTOR must notify the CITY in writing of any changes in CONTRACTOR’s staff assigned to perform under this Contract, before any performance by the new staff member. If the CITY, in its sole discretion, determines that any person assigned by the CONTRACTOR to perform under this Contract is not performing in accordance with the standards required herein, CITY shall provide notice to CONTRACTOR. CONTRACTOR shall immediately remove the assigned person upon receipt of the notice.

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11. Performance or Different Terms and Conditions. The CITY’S subsequent performance will not be construed as either acceptance of additional or different terms and conditions or a counteroffer by the CONTRACTOR, nor will the CITY’S subsequent performance be viewed as acceptance of any provision of the Uniform Commercial Code, as adopted by any State, that is contrary to the terms and conditions contained herein. CONTRACTOR's performance shall conform to the applicable requirements of the Sacramento City Charter, Sacramento City Code, and all applicable State and Federal laws, and all the requirements of this Contract. The California Commercial Code will apply except as otherwise provided in the Contract. 12. Emergency/Declared Disaster Requirements. If an emergency is declared by the City Manager, or if any portion of the CITY is declared a disaster area by the county, state or federal government, this Contract may be subjected to increased usage. The CONTRACTOR shall serve the CITY during a declared emergency or disaster, subject to the same terms and conditions that apply during non-emergency / non-disaster conditions. The pricing set forth in this Contract will apply, without mark-up, regardless of the circumstances. If the CONTRACTOR is unable to fulfill the terms of the Contract because of a disruption in its chain of supply or service, then the CONTRACTOR shall provide proof of the disruption. Acceptable forms of proof will include a letter or notice from the CONTRACTOR'S source stating the reason for the disruption. 13. Term; Suspension; Termination. A. This Contract is effective on the Effective Date and continues in effect until both parties have fully performed their respective obligations under this Contract, unless sooner terminated as provided herein. B. CITY shall have the right at any time to suspend CONTRACTOR’S performance hereunder, in whole or in part, by giving a written notice of suspension to CONTRACTOR. Upon receipt of such notice, CONTRACTOR shall immediately suspend its activities under this Contract, as specified in the notice. C. The CITY shall have the right to terminate this Contract at any time by giving a written notice of termination to CONTRACTOR. Upon receipt of such notice, CONTRACTOR shall immediately cease performance under this Contract as specified in the notice. If the CITY terminates this Contract: (1) CONTRACTOR shall, not later than five days after receipt of the notice, deliver all information prepared under this Contract to the City. (2) The CITY shall pay CONTRACTOR the reasonable value of Goods or Services provided by CONTRACTOR before termination; provided, however, CITY shall not in any manner be liable for lost profits that might have been made by CONTRACTOR had the Contract not been terminated or had CONTRACTOR completed performance required by this Contract. CONTRACTOR shall furnish to the CITY any financial information requested by the City to determine the reasonable value of the Goods or Services provided by CONTRACTOR. The

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 6 of 10 foregoing is cumulative and does not affect any right or remedy that CITY may have in law or equity. 14. Default by CONTRACTOR. In case of default by the CONTRACTOR, the CITY reserves the right to procure the Goods or Services from other sources and deduct from any monies due, or that may thereafter become due to the CONTRACTOR, the difference between the price named in this Contract and the actual cost to the City to procure from an alternate source. Prices paid by the CITY will be considered the prevailing market price at the time such purchase is made. 15. Indemnity. A. Indemnity: CONTRACTOR shall defend, hold harmless, and indemnify City, its officers, and employees, and each and every one of them, from and against all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, and expenses of every type and description, whether arising on or off the site of the work or services performed under this Contract, including any fees and costs reasonably incurred by City’s staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as “Liabilities”), including Liabilities for personal injury or death, damage to personal, real, or intellectual property, damage to the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way connected with performance of or failure to perform this Contract by CONTRACTOR, any subcontractor (including lower-tier subcontractors) or agent of CONTRACTOR, their respective officers and employees, and anyone else for whose acts of omissions any of them may be liable, whether or not the Liabilities (i) are caused in part by a party indemnified hereunder, or (ii) are litigated, settled, or reduced to judgment; provided that the foregoing indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, damage, or expense, to the extent arising from the active negligence or willful misconduct of, or defects in design furnished by, City, its agents, servants, or independent CONTRACTORs who are directly responsible to City, except when such agents, servants, or independent CONTRACTORs are under the supervision and control of CONTRACTOR or any subcontractor (including lower-tier subcontractors) or agent of CONTRACTOR. B. Insurance Policies; Intellectual Property Claims: The existence or acceptance by City of any of the insurance policies or coverages described in this Contract will not affect or limit any of City’s rights under this Section, nor will the limits of any insurance limit the liability of CONTRACTOR hereunder. This Section will not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of the CONTRACTOR Information Section, above. C. Survival. The provisions of this section will survive any expiration or termination of this Contract.

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16. Funding Availability. A. This Contract is subject to the budget and fiscal provisions of the Charter and the Sacramento City Code. B. The CITY’S payment obligation under this Contract will not exceed the amount of funds appropriated and approved for this Contract by the Sacramento City Council. C. This Section shall govern over any other contrary provision of the Contract. 17. Equal Employment Opportunity. During the performance of this Contract, CONTRACTOR, for itself, its assignees and successors in interest, agrees as follows: A. Compliance With Regulations: CONTRACTOR shall comply with all state, local, and federal anti-discrimination laws and regulations, including the Executive Order 11246 entitled “Equal Opportunity in Federal Employment”, as amended by Executive Order 11375, 12086, and 13672, and as supplemented in Department of Labor regulations (41 CFR Chapter 60), referred to collectively as the “Regulations.” B. Nondiscrimination: CONTRACTOR, with regards to the work performed by it after award and before completion of the work under this Contract, shall not discriminate on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. CONTRACTOR shall not participate either directly or indirectly in discrimination prohibited by the Regulations. C. Solicitations for subcontractors, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by CONTRACTOR for work to be performed under any subcontract, including all procurement of materials or equipment, each potential subcontractor or supplier shall be notified by CONTRACTOR of CONTRACTOR’S obligation under this Contract and the Regulations relative to nondiscrimination on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation. D. Information and Reports: CONTRACTOR shall provide all information and reports required by the Regulations, or by any orders or instructions issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the CITY to be pertinent to ascertain compliance with the Regulations, orders and instructions. Where any information required of CONTRACTOR is in the exclusive possession of another who fails or refuses to furnish this information, CONTRACTOR shall so certify to the CITY, and shall set forth what efforts it has made to obtain the information.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 8 of 10 E. Sanctions for Noncompliance: In the event of noncompliance by CONTRACTOR with the nondiscrimination provisions of this Contract, the CITY shall impose any sanctions it determines are appropriate including: (1) Withholding of payments to CONTRACTOR under this Contract until CONTRACTOR complies; (2) Cancellation, termination, or suspension of this Contract, in whole or in part. F. Incorporation of Provisions: CONTRACTOR shall include the provisions of subsections A through E, above, in every subcontract, including procurement of materials and leases of equipment, unless exempted by the Regulations, or by any order or instructions issued pursuant thereto. The CITY may direct CONTRACTOR to take specific actions to enforce these provisions, including sanctions for noncompliance; provided, however, that if CONTRACTOR becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, CONTRACTOR may request that the CITY join such litigation to protect the CITY’S interests. 18. Entire Agreement. This Contract, including all Exhibits and documents referenced herein, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had before the execution of this Contract. No alteration to the terms of this Contract shall be valid unless approved in writing by CONTRACTOR, and by CITY, in accordance with applicable provisions of the Sacramento City Code. 19. Modification of Contract. The CONTRACTOR shall take no direction from any City employee that changes the executed terms and conditions of the Contract, including Exhibit A, or any change that impacts the cost, price, or schedule, before receiving a written, signed modification to the Contract. 20. Severability. If a court with jurisdiction rules that any portion of this Contract or its application to any person or circumstance is invalid or unenforceable, the remainder of this Contract will not be affected thereby and will remain valid and enforceable as written, to the greatest extent permitted by law. 21. Waiver. Neither the CITY’s acceptance of, or payment for, any Goods or Services, nor any waiver by either party of any default, breach or condition precedent, will be construed as a waiver of any provision of this Contract, nor as a waiver of any other default, breach or condition precedent or any other right hereunder. No waiver will be effective unless it is in writing and signed by the waiving party. 22. Governing Law. This Contract shall be governed, construed and enforced in accordance with the laws of the State of California, except that the rule of interpretation in California Civil Code section 1654 will not apply. Venue of any litigation arising out of this Contract will lie exclusively in the state trial court or Federal District Court located in Sacramento County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

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23. Assignment Prohibited. The expertise and experience of CONTRACTOR are material considerations for this Contract. CITY has a strong interest in the qualifications and capability of the persons and entities that will fulfill the obligations imposed on CONTRACTOR under this Agreement. In recognition of this interest, CONTRACTOR shall not assign any right or obligation pursuant to this Contract without the written consent of the CITY. Any attempted or purported assignment without CITY’s written consent shall be void and of no effect. 24. Binding Effect. This Contract is binding on the heirs, executors, administrators, successors and assigns of the parties, subject to the provisions of Section 23, above. 25. Compliance with Laws. The CONTRACTOR shall be responsible for strict compliance with all applicable laws, regulations, court orders and other legal requirements applicable to the work to be accomplished under the Contract, including the California Occupational Safety and Health Act and all applicable safety orders issued by the Division of Occupational Safety and Health, Department of Industrial Relations, State of California, and all applicable requirements of Underwriters Laboratories and the Federal Communication Commission. 26. Debarment Certification A. Pursuant to 2 CFR, Part 200, and applicable Executive Orders, the City is restricted in its ability to contract with certain parties that are debarred, suspended, or otherwise excluded or ineligible for participating in Federal assistance programs or activities. By signing this Agreement, CONTRACTOR warrants and certifies under penalty of perjury under the laws of the State of California that CONTRACTOR, including any owner, partner, director, officer, or principal of the CONTRACTOR, or any person in a position with management responsibility or responsibility for the administration of federal funds: (1) Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency; (2) Has not within a three-year period preceding this certification been convicted of or had a civil judgment rendered against it for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction or contract (federal, state, or local); violation of federal or state antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, receiving stolen property, or other criminal felony; (3) Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (b) above; or (4) Has not, within a three-year period preceding this certification, had one or more public contracts (federal, state, or local) or transactions terminated for cause or default.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit D - Page 10 of 10 (5) Has not been notified, within a three-year period preceding this certification, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied. Federal taxes are considered delinquent if the tax liability has been finally determined and the taxpayer is delinquent in making payment, as defined in Section 52.209-5 of the Federal Acquisition Regulations. B. CONTRACTOR further warrants and certifies that it shall not knowingly enter into any transaction with any subcontractor, material supplier, or vendor who is debarred, suspended, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency. Any exceptions to the warranties and certifications in this Section must be disclosed to the CITY. C. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining CONTRACTOR’S responsibility. Disclosures must indicate to whom exceptions apply, the initiating agency, and dates of action. D. City will review the Federal Government’s System for Award Management Exclusions maintained by the General Services Administration for eligibility, prior to the execution of this Agreement. The CONTRACTOR shall provide immediate written notice to the City if, at any time prior to execution, the CONTRACTOR learns this certification is erroneous or has become erroneous by reason of changed circumstances. If it is later determined that the CONTRACTOR’S warranties and certification in this Section were erroneous, the CITY may terminate this Agreement for default.

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit E - Page 1 of 2 EXHIBIT E ADDITIONAL REQUIREMENTS FOR SURVEYING, MATERIAL TESTING, AND INSPECTION SERVICES The Services provided under this Contract include land surveying, material testing, or inspection services provided for a CITY construction project during the design, pre-construction, construction, or post-construction phases of the project. Therefore, the services include “Public Work” under the California Labor Code and is subject to the following requirements: A. Payment of Prevailing Wages: CONTRACTOR and any subcontractor(s) performing any Public Work shall comply with the provisions of Sacramento City Code Section 3.60.180 and applicable provisions of the California Labor Code, which require, among other things, that CONTRACTOR and all subcontractors pay not less than the prevailing rate of wages, as determined by the Director of the California Department of Industrial Relations (“DIR”) in accordance with California Labor Code Section 1773. CONTRACTOR and every subcontractor shall maintain payroll records and submit certified payrolls and other labor compliance documentation electronically when and as required by CITY. In addition, Labor Code Section 1771.4 requires the CONTRACTOR and any subcontractor performing any Public Work to furnish electronic payroll records directly to the Labor Commissioner. CONTRACTOR shall include these requirements in every subcontract. This Agreement is subject to compliance monitoring and enforcement by the DIR, as specified in California Labor Code Section 1771.4. The CONTRACTOR and any subcontractor will be subject to withholding and penalties for violation of prevailing wage requirements in accordance with applicable law, including Labor Code Sections 1726, 1741, 1771.5, and 1775, and City Code Section 3.60.180. Questions regarding the CITY’S Labor Compliance Program should be directed to the City Representative. B. DIR Registration: California Labor Code Section 1725.5 requires the CONTRACTOR and all subcontractors performing Public Works services to be currently registered with the DIR, as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a CONTRACTOR or subcontractor shall not be qualified to bid on, be listed in a bid proposal (subject to the requirements of Section 4104 of the California Public Contract Code), or engage in the performance of any contract for Public Work, unless currently registered and qualified to perform Public Work in accordance with California Labor Code Section 1725.5. Further information can be found on DIR’s website at http://www.dir.ca.gov/Public-Works/contractors.html. The above summary is provided solely for informational purposes and does not in any way affect the CONTRACTOR’s and subcontractors’ obligation to comply in all respects with all other applicable laws and regulations. The CONTRACTOR shall disseminate these provisions to all subcontractors. Before the performance of work by CONTRACTOR or any subcontractor(s) under this Contract, CONTRACTOR shall furnish CONTRACTOR’S and any subcontractors’ current

PROFESSIONAL SERVICES AGREEMENT Form Approved by City Attorney 1-30-2024 Exhibit E - Page 2 of 2 DIR registration number(s). The CONTRACTOR’s current DIR registration number and the current DIR registration number of all subcontractors will be listed on the Subcontractors and LBE Participation Verification Form, incorporated herein. To be completed by the City Representative if this Agreement is for the performance of any Public Work: CONTRACTOR DIR registration #: _________________________________________ C. Workers’ Compensation Certification. In accordance with California Labor Code Section 1861, by signing this Contract, CONTRACTOR acknowledges and represents that CONTRACTOR is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and that CONTRACTOR will comply with the provisions of the Labor Code before commencing performance under this Contract. D. Apprentices. If this Contract is for the performance of any Public Work, and the amount of the Contract is $30,000 or more, the CONTRACTOR and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.190, Section 1777.5 et seq. of the California Labor Code, and implementing regulations set forth in Title 8 of the California Code of Regulations, governing the employment of apprentices. The CONTRACTOR and any subcontractors performing Public Work will be subject to penalties for apprenticeship violations in accordance with Labor Code Section 1777.7. E. Working Hours. If this Contract is for the performance of any Public Work, CONTRACTOR and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.180 and California Labor Code Section 1810 et seq., governing the working hours of employees performing Public Work. F. Failure to Comply with Labor Compliance. If all applicable labor compliance requirements are not met, the City will have the right to withhold or reject a payment request and/or invoice, in whole or in part, without in any way relieving CONTRACTOR or its subcontractors of any obligations under this Contract. G. Subcontractors. The CONTRACTOR shall include these provisions A through F in every subcontract or sub-agreement for any subcontractors performing work under this Contract.

Attachment 1 to Exhibit A Scope of Services: CONTRACTOR shall provide maintenance and support for AssetWorks systems as described below. For services performed under this Agreement, total payment for said services shall not exceed that amount stated in Exhibit B for the five-year term. Description of Services CONTRACTOR shall provide maintenance and support services for the following: 1) Software a. FleetFocus M5 - Licensure for up to 2,900 active equipment units including replacement analysis, motor pool, accident, notifications, ad hoc query, dashboards/KPIs, performance monitors & measures/value finder, customer portal and shop portal modules and integrations for Crystal, Maxqueue, and NAPA. b. Fuel Focus Software for 17 ICUs 2) Maintenance and Support includes product updates and enhancements as well as unlimited email and telephone support. AssetWorks Standard Support Terms 1. Correction of Deviations In the event that the City encounters an error and/or malfunction (“Deviation”) in the Software, it shall communicate the circumstances and any supporting information to AssetWorks. Upon receipt, AssetWorks will respond as follows: a. In the event that, in the mutual and reasonable opinion of AssetWorks and the City, there exists a Deviation that does not constitute a serious impediment to the normal intended use of the Software, AssetWorks will correct the Deviation and distribute the correction to the City in accordance with AssetWorks’ normal Software revision schedule. b. In the event that, in the mutual and reasonable opinion of AssetWorks and the City, there exists a Deviation that does constitute a serious impediment to the normal intended use of the Software, AssetWorks will take such steps as are reasonably required to correct the Deviation. 2. Software Revisions and New Versions a. The Software may be revised by AssetWorks as a result of the correction of Deviations and/or the release of upgrades or improvements or modifications designed to improve the performance of the Software and/or to increase the capabilities of the Software (hereafter "Revisions"). Revisions shall be of two kinds: i. Revisions that the City is obliged to implement (“Mandatory Revisions”); ii. Revisions that may be implemented by the City at its option (“Optional Revisions”). iii. No charge shall be made to the City for either Mandatory Revisions or Optional Revisions. b. New products (“New Products”) may be added to the Software by AssetWorks from time to time. Compared to a Revision, New Products substantially improves the performance of the Software and/or substantially increases its functionality and capability. AssetWorks, in its sole discretion, shall decide which upgrades and improvements will be issued as Revisions without charge and which shall be issued as New Products for which there may be a charge. 3. Telephone Hotline Assistance AssetWorks, at its expense, shall make available technically qualified personnel to respond to all reasonable telephone requests, Monday through Friday, excluding State holidays, during normal business hours, that may be made by the City relating to the application and operation of the Software. At other times such personnel are available by pager for emergencies. 4. Technical Literature AssetWorks shall make available to the City all technical literature in electronic format that is considered by AssetWorks to be relevant to the Software and its use within the scope of City's operations. 5. TransmissionAll Revisions and New Products will be made available for download by the City via access to the AssetWorks website or other suitable media, at the option of AssetWorks. The City shall be solely responsible for executing the appropriate instructions in order to transfer the Revisions or New Products onto to its system. 6. Remote Diagnostic Access a. The City shall provide appropriate remote access capabilities with which AssetWorks may, with the permission of the City, remotely access the Software for the purpose of remote diagnostics and support. b. Data Protection. To the extent AssetWorks has access to any City data, AssetWorks agrees to: i) access and use that data solely for the purpose of providing City with professional services to City in accordance with the terms and conditions of this Agreement; (ii) maintain physical, technical, and administrative safeguards to protect City's data against unauthorized access, use, or disclosure while it is accessible to AssetWorks (" Data Safeguards" ); and (iii) not disclose City data to any third party, except: (a) to its employees, consultants or subcontractors who need to have access to such information and solely for purposes of this Agreement. c. Data Breach. If AssetWorks or its agent suspects or becomes aware of any unauthorized access to any City data by any unauthorized person or third party, or becomes aware of any other security breach relating to City data in connection with the performance of services under this Agreement ("Data Breach"), AssetWorks shall immediately notify the City in writing and shall fully cooperate with the City at AssetWorks's expense to prevent or stop such Data Breach. No City data delivered to AssetWorks shall be transferred to any other countries or jurisdictions without the prior written consent of the City. 7. Proper Use a. The City agrees that all reasonable effort shall be taken to ensure that neither the Software nor data files are misused or modified without the express written permission of AssetWorks. b. In the event that the City or its agents misuses or modifies the Software or data files, including, but not limited to, inserting, updating, deleting or otherwise modifying data through a means other than the Software, although AssetWorks is not obligated to correct such misuse, AssetWorks shall be entitled to attempt to correct the situation, if possible, at City’s expense. c. In the event that diagnostic assistance is provided by AssetWorks, which, in the reasonable opinion of AssetWorks and the City, relates to problems not caused by a Deviation in the Software, such assistance shall be at the City's expense. 8. Additional Software Maintenance Fee – Paid Up License In the event the City acquires licenses in addition to those indicated in this Agreement (the "Additional Licenses"), the Maintenance shall automatically be extended to cover the Additional Licenses, and the City shall pay an additional annual Maintenance fee in an amount equal to twenty percent (20%) of the then current license fee for the Additional Licenses at the time of acquisition, which shall be confirmed in a Supplemental Agreement executed by both parties. 9. Other Fees and Expenses If onsite maintenance is required, the City will pay reasonable travel and living expenses of AssetWorks’ employees or agents, which shall be confirmed in a Supplemental Agreement executed by both parties before AssetWorks incurs any such expenses. 10. Default and Termination a. The City shall have the right to terminate Maintenance upon delivery of written notice at least ninety (90) days prior to any scheduled renewal date. b. AssetWorks may cancel Maintenance in the event that the City does not implement a Mandatory Revision within sixty (60) days of receipt thereof or such longer period as AssetWorks may consent to in writing. In the event that City does not implement a Mandatory Revision within thirty (30) days following receipt of written notice from AssetWorks of City’s failure to implement a Mandatory Revision, AssetWorks may then cancel Maintenance, effective immediately, by notice in writing to the City. c. In the event of any breach of the terms and conditions of this Agreement by the City, AssetWorks will, by written notice to the City, give the City a period of thirty (30) days within which to institute remedies to correct such breach. In the event that such breach has not been corrected to AssetWorks’ satisfaction within said thirty (30) day period, AssetWorks may then cancel Maintenance, effective immediately, by notice in writing to the City. d. In the event that Maintenance is terminated by AssetWorks, AssetWorks shall have no continuing obligations to the City of any nature whatsoever with respect to Maintenance. Furthermore, termination by AssetWorks pursuant to the provisions hereof shall be without prejudice to any right or recourse available to AssetWorks, and without prejudice to AssetWorks’ right to collect any amounts, which remain due to it hereunder. 11. Limitation of Liability a. Except in the case of a violation of section 12.c. of this Attachment, in the event of any claim brought by one party against another hereunder, a party will be liable only for actual, direct losses or damages incurred, limited to the amount of fees paid to AssetWorks for maintenance services; provided, the claiming party shall be obliged to take reasonable steps to mitigate its losses or damages. b. Irrespective of the basis or theory of the claim, neither party will be liable for any special, punitive, exemplary, indirect, incidental or consequential damages of any kind, including, without limitation, lost profits or loss of data, even if it has been advised of the possibility of such damages. c. AssetWorks represents and warrants that the Software as delivered to the City and as maintained by AssetWorks does not and will not infringe upon any copyright, patent, trade secret, or other proprietary right held by any third party. AssetWorks shall defend, at its own expense, any actions brought against the City arising from or related to a claim that the Software infringes upon a proprietary right of a third party. AssetWorks will pay those costs and damages finally awarded against the City in any such action that are attributable to any such claim; provided, such defense and payments are conditioned on the following: (1) that AssetWorks shall be promptly notified in writing by the City following its receipt of any such claim; (2) that AssetWorks shall have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; (3) should the Software become, or in AssetWorks’ opinion is likely to become, the subject of a claim of infringement of a patent or copyright, then the City shall permit AssetWorks, at its option and expense, either to secure, at its own expense, (i) the right for CUSTOMER to continue using the Software, or if it cannot do so, then (ii) AssetWorks will modify the Software to make it non-infringing, or, alternatively, may procure for the City a depreciated credit for the Software and accept its return. Depreciation shall be an equal amount per year over the lifetime of the Software, which the parties agree shall be five (5) years. AssetWorks shall have no liability to the City under any provision of this clause with respect to any claim of patent or copyright infringement that is based on City's unauthorized use or combination of the Software with software or data not supplied by AssetWorks as part of the Software. 12. General Terms a. Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party. Notwithstanding the above restrictions, in the event of an assignment or novation of this Agreement to a Contractor affiliate pursuant to an internal corporate reorganization, Contractor shall not require the City’s prior written consent. b. All provisions of this Attachment, which by their nature should survive termination of this Agreement, will so survive. c. No delay or failure by either party to exercise any right hereunder, or to enforce any provision of this Agreement will be considered a waiver thereof. No single waiver will constitute a continuing or subsequent waiver. To be valid, a waiver must be in writing, but need not be supported by consideration. d. If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, such provision will be modified to the minimum extent necessary to make it legal, valid and enforceable, and the remaining provisions of this Agreement will not be affected. f. Any communication or notice hereunder must be in writing, and will be deemed given and effective: (i) when delivered personally with proof of receipt; (ii) when sent by e-mail; (iii) when received via delivery by overnight express; or (iv) three (3) days after the postmark date when mailed by certified or registered mail, postage prepaid, return receipt requested and addressed to a party at its address for notices. g. In the event of any dispute arising in the performance of this Agreement, AssetWorks and the City will seek to resolve such dispute through good faith, amicable discussions and negotiations. In any action at law or in equity to enforce or interpret the terms of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees and costs, in addition to any other relief ordered by the court. Such fees and costs will include those incurred in connection with the enforcement of any resulting judgment or order, and any post judgment order will provide for the right to receive such attorneys' fees and costs. h. Neither party will be liable for any failure to perform or any delay in performing any of its obligations hereunder when such failure or delay is due to circumstances beyond its reasonable control and without its fault (Force Majeure), including, without limitation, any natural catastrophe, fire, war, riot, strike, or any general shortage or unavailability of materials, components or transportation facilities, or any governmental action or inaction. Upon the occurrence of such event of Force Majeure, the affected party will immediately give notice to the other party with relevant details, and will keep the other party informed of related developments. i. All right, title, and interest in the City’s data will remain the property of Client. AssetWorks has no claims to the City’s data held in the Software provided by AssetWorks. j. AssetWorks shall retain ownership of pre-existing intellectual property and derivatives thereof. All work performed or supplies created by AssetWorks under this Agreement, whether written documents or data, goods or deliverables of any kind, shall not be deemed work for hire under copyright law, intellectual property and other laws, and AssetWorks shall retain sole and exclusive ownership to all such work, unless otherwise agreed in writing.

Attachment 1 to Exhibit B Annual Software Maintenance and Support Charges Performance Period Cost (No Sales Tax) 12/1/2024– 11/30/2025 $76,531.89 (due December 2023) 12/1/2025– 11/30/2026 $81,889.12 (due December 2024) 12/1/2026– 11/30/2027 $88,440.25 (Due December 2025) 12/1/2027– 11/30/2028 $95,515.47 (Due December 2026) 12/1/2028– 11/30/2029 $104,111.86 (Due December 2027) Total $446,488.60 Remit Payments to: Checks: AssetWorks PO Box 202525 Dallas TX 75320-2525 EFT, ACH, or Direct Deposit: Wells Fargo, 8601 N. Scottsdale Road, Scottsdale AZ 85253 ABA #122105278 Account #5076434348 GOODS and NPSA Signature Page –--2024
Executed as of the day and year first above stated.CITY OF SACRAMENTOA Municipal CorporationBy:Print Name:Ryan MooreTitle: Assistant City ManagerFor: Howard Chan, City ManagerAPPROVED AS TO FORM:City AttorneyATTEST:City ClerkExhibits CONTRACTORNAME OF FIRMFederal I.D. No.State I.D. No.City Business Op. Tax Cert. No.TYPE OF BUSINESS ENTITY (check one):____ Individual/Sole Proprietor____ Corp. (may require 2 signatures)____ Limited Liability Company____ Partnership____ Other (specify:______________________)Signature of Authorized PersonPrint Name and TitleAdditional Signature (if required)Print Name and Titlexhibit Achment to Exhibit B

A 1,000,0009950-48-39X HOU-003960455-08
1,000,0009,000,000
20303
9,000,000SIRN X09/27/2023009/27/202409/27/202309/27/2024 [email protected] LiabilityC 2,000,0001,000,000X 22667Great Northern Insurance Company 1,000,000XAX
09/28/2023Assetw
1,000,00009/27/20235,000,000Please see additional pageX

CITY OF SACRAMENTO
A ACE American Insurance CompanyCN102165922--GAWUP-23-24 Limit25,00009/27/20241,000,0009365-24-30Tech E&O & CyberX 1,000,000202811,000,0001,000,00009/27/2024X71764342 120 Bremner Blvd., Suite 800 Attn: [email protected] Marsh Canada Limited X
Toronto, ON, M5J 0A8 ASSETWORKS INC CONSTELLATION SOFTWARE INC. AND WAYNE, PA 19087 998 OLD EAGLE SCHOOL RD.X6426076809/27/202309/27/2023B Mark Warren09/27/2024416 349 4888Federal Insurance Company

THE US COMMERCIAL GENERAL LIABILITY POLICY, US AUTOMOBILE POLICY, US WORKER'S COMPENSATION & EMPLOYER'S LIABILITY POLICY AND PROFESSIONAL LIABILITY AND RESPECT TO THESE PLACEMENTS WHICH ARE INDICATED HERE FOR YOUR CONVENIENCE.TECHNOLOGY E&O POLICY HAVE BEEN PLACED BY SERVICE OF MARSH USA INC. MARSH CANADA LIMITED HAS ONLY ACTED IN THE ROLE OF A CONSULTANT TO THE CLIENT WITH COMMERCIAL GENERAL LIABILITY POLICY, BUT ONLY WITH RESPECT TO LIABILITY ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED AND A WAIVER OF SUBROGATION IS CITY OF SACRAMENTO , ITS OFFICIALS, EMPLOYEES, AND VOLUNTEERS IS ADDED AS ADDITIONAL INSURED WHERE REQUIRED BY WRITTEN CONTRACT WITH RESPECT TO THE INCLUDED IN Marsh Canada Limited ASSETWORKS INC CONSTELLATION SOFTWARE INC. AND WAYNE, PA 19087 998 OLD EAGLE SCHOOL RD.

Sacramento City CouncilMay 7, 2024

Sacramento City Council
May 7, 2024