Item 03 2024-00952 Budgetary Adjustments and Agreements - Capital Improvement Project Management Software

City of Sacramento
City Council - 2PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2024-00952 5/14/2024 Consent Item 3.

Budgetary Adjustments and Agreements: Capital Improvement Project Management Software Subscription and Implementation Services (A07001700)
File ID: 2024-00952
Location: Citywide
Recommendation: Adopt a Resolution authorizing the City Manager or City Manager’s designee to:
1) award and execute a professional services agreement with Aurigo Software Technologies, Inc. to implement a Capital Improvement Project Management Software System for an amount not-to- exceed $242,035; 2) execute the Software Subscription Agreement with Aurigo Software Technologies, Inc. for annual amount of $90,643 with automatic renewals for up to five years, with a not to exceed amount of $453,215; 3) establish the Capital Improvement Project Management Software Program (A07001700); 4) establish the expenditure budget in the Capital Improvement Project Management Software Program (A07001700) with a transfer from the Department of Utilities Information Technology Program (I14040100) in the amount of $108,746 ($54,793 Water, Fund 6005; $28,396 Wastewater, Fund 6006; $25,557 Storm Drainage, Fund 6011); a transfer of $108,746 (Gas Tax, Fund 2002) from the available fund balance within the Gas Tax fund and a transfer of $108,746 (Measure U, Fund 2401) from the Measure U Park Improvements Project (L19706000).

Contact: Mrudul Sadanandan, Assistant Director, (916) 808-7894, [email protected]; Judy Matsui-Drury, Supervising Engineer, (916) 808-7610, [email protected]; Darin Arcolino, Chief Information Officer, [email protected], (916) 808-0403
Presenter: None.

Attachments:
1-Description/Analysis
2-Resolution
3-Professional Service Agreement
4-Software Agreement
Description/Analysis
Issue Detail: In the Approved Capital Improvement Program of 2023-2028, the City of Sacramento’s five-year plan includes 119 projects and programs totaling $465.9 million citywide. The capital

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File ID: 2024-00952 5/14/2024 Consent Item 3.
improvements are major projects and programs that include procurement, construction, or installation of infrastructure needed to improve, preserve, enhance, or modernize the City’s delivery of municipal services. The major goals of the Capital Improvement Program (CIP) are to adhere to the federal, state, and local laws and requirements and to strategically leverage resources to maintain or improve the City’s assets.

City departments and business units primarily responsible for delivering capital improvement projects include the Department of Utilities (DOU), Department of Public Works (DPW), and Department of Youth Parks and Community Enrichment (YPCE). Project and Program Managers from these Departments have been responsible for forming and customizing project controls and management tools in coordination with the Citywide budget financial platforms. In doing so, City staff identified the following challenges with the current system and processes:
· Lack of comprehensive toolsets designed to manage CIPs among departments with similar requirements.
· No access to near real-time information, at any level, on the status of projects using dashboards, interactive maps or other reporting tools.
· Difficult to manage workload and workload projections. · Excess staff time for manual data entry to verify and report on CIP status. · Lack of direct interface with the City Financial System (PeopleSoft Financials) or other city systems.
· Challenges with implementing new practices, due to the technology being used. · Lack of associated project related documentation for CIPs when using the current project management databases.
· Lack of ability to spatially relate data or visualize project location and extent. · Difficult and time consuming to manage and sync data in systems.

Several City departments have been managing separate CIP data systems internally. These various spreadsheets and Access databases have existed for many years in a complex, loosely integrated system, where data is manually transferred between disparate tools and irregularly updated by project managers, engineers, and program analysts. These CIP management systems have become difficult to use, lack data validity and are aging out. They lack the ability to provide streamlined data management, project scheduling, workflow, workload management, budgeting, and integration with other data management systems and interactive reports.

The advancement and modernization of project management software technology offers an opportunity to improve efficiency of the overall management of the City’s CIP and capital projects from initial planning through construction completion.

The City is seeking to consolidate and implement an enterprise CIP system to track and report

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File ID: 2024-00952 5/14/2024 Consent Item 3.
various stages of construction lifecycle from planning, construction to maintenance. The project management software implementation should enable data sharing across the organization, automate business processes and improve analytics and reporting. In addition, the project management software system should integrate with other enterprise systems and support industry standards and best practices.

Policy Considerations: The recommendation in this report is in accordance with City Code Section

3.64 regarding contracts for professional services. Resolution 2023-0205, Section 10.2 requires City Council authority to establish a capital improvement project.

Economic Impacts: None.

Environmental Considerations: None.

Sustainability: Not applicable.

Commission/Committee Action: Not Applicable.

Rationale for Recommendation: The City Departments delivering capital improvement projects and programs do not have modern project management software that is integrated with other City enterprise applications. As such, in collaboration with the DOU, DPW, and YPCE, the City’s Information Technology (IT) Department issued a Request for Proposal (RFP P23071011001) for professional services to provide cloud-based Capital Improvement Program Project Management Software and Implementation Services. The RFP review panel included representatives from the City’s DOU, DPW, YPCE, and IT Departments. The City received 12 proposals in response to the RFP. Shortlisted respondents were invited to interview and provide product demonstrations. Based on review and recommendation from the selection panel, the panel recommended Aurigo Software Technologies, Inc. for the software solution, implementation services, and subscription services.

The Project Management Software Program and Subscription (five-year, annual renewal) will be implemented for the CIP Project and Program Managers for the Departments identified above. An Aurigo Masterworks Cloud software subscription and an implementation service from Aurigo Software Technologies, Inc. will address the following major areas:
· Software Requirements: The proposed software should be scalable, offer configurability for different departments, and provide a secure interface. The system will function as the primary application for CIPs and integrate with citywide enterprise systems. · Licensing Requirements: The proposed solution must support account types of read-only users, multiple department business users, and administrators. The proposal should include the optimal licensing allocations for the smooth operation of the system.

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File ID: 2024-00952 5/14/2024 Consent Item 3.
· Training Requirements: To achieve the goal of assuming full responsibility for maintaining the system, IT staff should receive product configuration, development, and administration training. These training courses should allow the City’s IT staff to gain sufficient knowledge and skills to assume full product implementation and maintenance responsibility. · Software Implementation Service Requirements: The vendor and project team have had a successful CIP management system configuration/ implementation for a city and/or County jurisdiction that can be contacted and verified.

Part of the implementation service includes the evaluation of our current business process, identifying gaps, finding opportunities for digitalization, and implementing digital services to improve the overall experience for staff and citizens.

Approval by the City Council is required to award and execute the professional services agreement and subscription services agreement with Aurigo Software Technologies, Inc, complete the necessary budget adjustments, and establish the Capital Improvement Project.

Financial Considerations: The cost to implement the CIP Project Management Software is $425,945;with $326,238 funded through the CIP for software system implementation and $99,907 funded through Operating for license subscription costs. Department funding allocations are defined below:

Implementation Cost : Project Management Software System (A07001700) Department Aurigo Contract:

Implementation
City 10%
Contingency
City Labor Cost Total Budget By
Department
DOU 80,679 8,067 20,000 108,746
DPW 80,678 8,068 20,000 108,746 YPCE 80,678 8,068 20,000 108,746 Totals: 242,035 24,203 60,000 326,238 Budget Transfers to CIP A07001700 by Fund Source
Department Fund Funding Source Amount
DOU Water, Fund 6005 I14040100 54,793
DOU Wastewater, Fund 6006 I14040100 28,396
DOU Storm Drainage, Fund 6011I14040100 25,557
DPW Gas Tax, Fund 2002 Fund Balance 108,746
YPCE Measure U, Fund 2401 L19706000 108,746
Total: 326,238
There is sufficient unobligated balances in Water Fund 6005, Wastewater Fund 6006, and Storm

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File ID: 2024-00952 5/14/2024 Consent Item 3.

Drainage Fund 6011 in the Department of Utilities Information Technology Program (I14040100), in Gas Tax Fund 2002 fund balance, and Measure U Fund 2401 in the Measure U Park Improvements Project (L19706000) to make the expense budget transfers to the new Project Management Software Program (A07001700). Upon approval of the transfers in the amount of $326,238 to the Capital Improvement Project Management Software Program (A07001700) there will be sufficient funding to execute the professional services agreement with Aurigo Software Technologies, Inc. in the amount not to exceed $242,035 to complete the software implementation.

The cost to implement a five-year Subscription Agreement is $453,215; department funding obligations are defined below:

Subscription Costs: Aurigo Software Technologies
Department Subscription Agreement (Operating)
Year 1 Year 2 Year 3 Year 4 Year 5 Total
DOU 42,300 42,300 42,300 42,300 42,300 211,500
DPW 42,300 42,300 42,300 42,300 42,300 211,500
YPCE 6,043 6,043 6,043 6,043 6,043 30,215
Totals: 90,643 90,643 90,643 90,643 90,643 453,215
Annual software subscription renewals through FY2027/28 total $90,643 per year. Operating budget allocations from DOU, DPW and YPCE will be based on user licenses reserved and will be evaluated annually. The total number of licenses cannot be decreased throughout the contract period, but new licenses can be added for an increased subscription cost.

Year 1 Subscription Costs with City Contingency for Adding Licenses Department Subscription Agreement (Operating)
Aurigo Annual
Cost
City 10%
Contingency
Total Annual
Cost
Total Budget By
Department
DOU 42,300 4,230 46,530 46,530
DPW 42,300 4,230 46,530 46,530
YPCE 6,043 604 6,647 6,647
Totals: 90,643 9,064 99,707 99,707
There is sufficient funding within the DOU, DPW and YPCE Department Fiscal Year (FY) 2023/24 Operating Budgets to fund the first year of the software subscription agreement with Aurigo Software Technologies, Inc. in the amount of $90,643, and if appropriate use a 10% contingency as shown in the table above to cover additional user or module licenses exceeding those included in the subscription agreement for up to a total amount of $99,707.

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File ID: 2024-00952 5/14/2024 Consent Item 3.

Local Business Enterprise (LBE): Not applicable.

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RESOLUTION 2024-____

Adopted by the Sacramento City Council
May 14, 2024
Budgetary Adjustments and Agreements: Capital
Improvement Project Management Software
Subscription and Implementation Services
(A07001700)

BACKGROUND

A. Capital improvements are major projects and programs that include procurement, construction, or installation of infrastructure needed to improve, preserve, enhance, or modernize the City’s delivery of municipal services. The major goals of the Capital Improvement Program (CIP) are to adhere to the federal, state, and local laws and requirements and to strategically leverage resources to maintain or improve the City’s assets.

B. City departments and business units primarily responsible for delivering capital improvement projects include the Department of Utilities (DOU), Department of Public Works (DPW), and Department of Youth Parks and Community Enrichment (YPCE).

Project and Program Managers from these Departments have been responsible for forming and customizing project controls and management tools in coordination with the Citywide budget financial platforms.

C. The advancement and modernization of project management software technology offers an opportunity to improve efficiency of the overall management of the City’s CIP and capital projects from initial planning through construction completion.

D. The City Departments delivering capital improvement projects and program s do not have modern project management software that is integrated with other City enterprise applications. As such, in collaboration with the DOU, DPW, and YPCE, the City’s Information Technology (IT) Department issued a Request for Proposal for professi onal services to provide cloud -based Capital Improvement Program Project Management Software and Implementation Services. Based on review and recommendation from the selection panel, the panel recommended Aurigo Software Technologies, Inc. for the software implementation services, software solution and subscription services.

E. The Project Management Software Program and Subscription (five-year, annual renewal) will be implemented for the CIP Project and Program Managers for the Departments identified above. Staff recommends awarding and execut ing a professional services agreement and subscription services agreement with Aurigo Software Technologies, Inc.

F. Upon approval of the transfers in the amount of $326,238 to the Capital Improvement

Project Management Sof tware Program ( A07001700) there will be sufficient funding to execute the professional services agreement with Aurigo Software Technologies, Inc. in the amount not to exceed $242,035 and complete the software implementation.

G. There is also sufficient funding within the DOU, DPW and YPCE Department Fiscal Year (FY) 202 3/24 Operating Budgets to fund the first year of the software subscription agreement with Aurigo Software Technologies, Inc. in the amount of $90,643, and if appropriate use a 10% contingency to cover additional user or module licenses exceeding those included in the agreement for up to a total amount of $99,707.

H. Annual software subscription renewals through FY2028 total $90,643 per year. Operating budget allocations from DOU, DPW and YPCE will be based on user licenses reserved and will be evaluated annually. The total number of licenses cannot be decreased throughout the contract period, but new licenses can be added for an increased subscription cost.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, THE CITY COUNCIL RESOLVES AS FOLLOWS:

Section 1. The City Manager or City Manager’s designee is authorized to award and execute a professional service agreement with Aurigo Software Technologies, Inc. to implement a Capital Improvement Project Management Software System for an amount not-to-exceed $242,035.

Section 2. The City Manager or the City Manager’s designee is authorized to execute the Software Subscription Agreement with Aurigo Software Technologies, Inc. for annual amount of $90,643 with automatic renewals for up to five years , with a not to exceed amount of $453,215.

Section 3. The City Manager or the City Manager’s designee is authorized to establi sh the Capital Improvement Project Management Software Program (A07001700).

Section 3. The City Manager or City Manager’s designee is authorized to establish the expenditure budget in the Capital Improvement Project Management Software Program (A07001700) with a transfer from the Department of Utilities Information Technology Program (I14040100) in the amount of $108,746 ($54,793 Water, Fund 6005; $28,396 Waste water, Fund 6006; $25,557 Storm Drainage, Fund 6011); a transfer of $108,746 (Gas Tax, Fund 2002) from the available fund b alance within the Gas Tax fund ; and a transfer of $108,746 (Measure U, Fund 2401) from the Measure U Park Improvements Project (L19706000).

CONTRACT#:

CONTRACT NAME: Capital Improvement Program Software Implementation CONTRACT PROJECT#:

DEPARTMENT: Information Technology
DIVISION: Enterprise Applications

CITY OF SACRAMENTO
PROFESSIONAL SERVICES AGREEMENT*
THIS CONTRACT is made at Sacramento, California, by and between the CITY OF SACRAMENTO, a charter city and municipal corporation ("City" or "CITY" or "Client" or "you" or "you're" or "your"), and Auriga Software Technologies, Inc.
8310-2 N. Capital of Texas Highway
Prominent Pointe II, Suite 100
Austin, TX 78731
{512) 212-4999
("Contractor" or "CONTRACTOR" or "Auriga"), as of the Effective Date, as defined below.

The City and Contractor (City and Contractor may also be referred to herein as "Party" or "party" individually or "Parties" or "parties" collectively) agree as follows:

1. Effective Date. This Contract shall be effective beginning the date it is fully executed by the duly authorized parties.

2. Contract Documents & Order of Precedence. All exhibits and documents attached or referred to in this Contract are incorporated as if set forth herein, including, without limitation, Exhibit A (titled "Scope of Services") and Exhibit B (titled "Payment"). If there is a conflict between the terms and conditions of any document attached or incorporated in this Contract, the following is the order of precedence: this Professional Services Agreement, Attachment 1 to Exhibit B ("Investment"), Attachment 1 to Exhibit A ("Scope of Services"), Attachment 5 to Exhibit A ("SOW Approach and Methodology"),

3. Services. Subject to the terms and conditions set forth in this Contract, Contractor shall provide to CITY the services described in Exhibit A ("Services"). Contractor will not be compensated for services outside the scope of Exhibit A ("Additional Services") unless, before providing Additional Services: (a) Contractor notifies CITY and CITY agrees that the Additional Services are outside the scope of Exhibit A; (b) Contractor estimates the additional compensation required for these Additional Services pursuant to the Change Control Process provided in Attachment 5 to Exhibit A; and (c) CITY, after notice, approves in writing a Supplemental Contract specifying the Additional Services and the amount of additional • 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.

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compensation to be paid Contractor. For the purposes of this Contract, "Supplemental Contract" has the same meaning as 'supplemental agreement' defined in Sacramento City Code section 3.64.010.

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 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 and expense, 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 coverage described in the attached Exhibit C.

7. General Conditions. Contractor shall comply with the terms and conditions set forth in the attached Exhibit D.

8. Non-Discrimination in Employee Benefits. This Contract may be subject to Sacramento City Code chapter 3.54, Non-Discrimination in Employee Benefits by City Contractors. A summary of the requirements, entitled "Requirements of the Non-Discrimination in Employee Benefits Code (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 the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.54. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance.

Contractor's violation of Sacramento City Code chapter 3.54 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.

10. Considering Criminal Conviction Information in the Employment Application Process. This Contract may be subject to the requirements of Sacramento City Code chapter 3.62, Procedures for Considering Criminal Conviction Information in the Employment Application Process. A

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summary of the requirements, entitled "Ban-The-Box Requirements," can be viewed at:
https://www.cityofsacramento.org/Fi na nce/Procu rement/Co ntract-Ordi na nces.

The Ban-The-Box Requirements are applicable to certain contracts with the City in an amount of $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]

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1. Representatives.

EXHIBIT A

SCOPE OF SERVICES
The CITY Representative for this Agreement is:

Mrudul Sadanandan
IT Manager
915 I Street
Sacramento , CA 95814
[email protected]
The CONTRACTOR Representative for this Agreement is:

Hugh Kreizenbeck/Director of Sales
8310-2 N. Capital of Texas Highway , Suite 100, Austin , TX 78731 602.339.1541/hugh. [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 fourteen {14} months. The City may extend this Contract for up to [3] additional one-year terms, for a maximum five-year term. Contractor shall provide the Services in accordance with any schedule in Attachment 1 to this Exhibit A, which may be amended with a supplemental agreement.

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" Exhibit A - Page 1
statements of economic interests, as required by the City's Conflict of Interest Code. The City may withhold all or a portion of any payment due under this Contract or impose fines on the individuals until all required statements are filed.

Exhibit A - Page 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 $242,035.00. 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 Band 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 thirty to forty-five {30-45) days of 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:

Exhibit B - Page 1
(1) Job/Project Name
(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 section 5 of Attachment 5 to Exhibit A and 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 the performance of this Contract and for a period of three years after completion of performance, Contractor shall maintain all accounting and financial records directly 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.

Exhibit B - Page 2

EXHIBIT(

INSURANCE

1.lnsurance Requirements. During the entire term of this Contract, Contractor shall maintain the insurance coverage described in the Insurance Terms below. Full compensation for all premiums that Contractor is required to pay for the insurance coverage described herein shall be included in the compensation specified under this Contract. No additional compensation will be provided for Contractor's insurance premiums. Any available insurance proceeds in excess of the specified minimum limits and coverages shall be available to the City.

Contractor's liability to the City is not in any way limited to or affected by the amount of insurance coverage required or carried by the Contractor in connection with this Contract.

2. General Liability Minimum Scope and Limits of Insurance Coverage. Commercial General Liability Insurance is required 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 the Contractor and subcontractors, products and completed operations of Contractor and subcontractors, and premises owned, leased, or used by Contractor 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.

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 and subcontractors; products and completed operations of Contractor and subcontractors; and premises owned, leased, or used by Contractor and subcontractors.
2a. Cyber Liability Insurance. Contractor shall obtain cyber liability insurance, with limits not less than $2,000,000 per occurrence or claim. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

If policy is a claims-made policy such coverage shall be continued for five (5) years following the completion of all services and additional service under this agreement. The retroactive date must be shown and must be before the date of the contract or the beginning of contract work. 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 minimum of five (5) years after completion of contract work.

Exhibit C - Page 1
2b. Technology Professional Liability (E&O). CONTRACTOR shall obtain technology professional liability, with limits not less than $1,000,000 per occurrence or claim. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by CONTRACTOR under this Contract and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If policy is a claims-made policy, such coverage shall be continued for three (3) years following the completion of all services and additional services under this Contract. The retroactive date must be prior to the date this Contract is approved or any services are performed.

3. Automobile Liability Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.)
_lL 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 the 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 Contract, 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. Excess Insurance. The minimum limits of insurance required above may be satisfied by a combination of primary and umbrella or excess insurance coverage, provided that any umbrella or excess insurance contains, or is endorsed to contain, a provision that it will apply on a primary basis for the benefit of the City, and any insurance or self-insurance maintained by City, its officials, employees, or volunteers will be in excess of Contractor's umbrella or excess coverage and will not contribute to it.

5. Workers' Compensation Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.)
Exhibit C - Page 2
_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 Workers' Compensation policy shall include a waiver of subrogation in favor of the City.

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 Contract, 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 Contract, Contractor 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 Is not --=-X.;,..._ [check one] required for this Agreement.

If required, such coverage must be continued for at least __ year(s) following the completion of all Services under this Contract. The retroactive date must be prior to the date this Contract is approved or any Services are performed.

7. Other Insurance Provisions. The policies must contain, or be endorsed to contain, the following provisions:

A. Contractor's insurance coverage, including excess insurance, shall be primary insurance as respects the City, its officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers will be in excess of Contractor's insurance and will not contribute with it.

B. Any failure to comply with reporting provisions of the policies will not affect coverage provided to the City, its officials, employees or volunteers.

C. Coverage shall state that Contractor's insurance applies 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. Contractor shall provide the City with 30 days written notice of cancellation or material change in the policy language or terms.

Exhibit C - Page 3

8. Acceptability of Insurance. Insurance must 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 Exhibit C must be declared to and approved by the City in writing before execution of this Contract.

9. Verification of Coverage.

A. Contractor shall furnish City with certificates and required endorsements evidencing the insurance required. Certificates of insurance must be signed by an authorized representative of the insurance carrier. Copies of policies shall be delivered to the City Representative on demand.

B. Contractor shall send all insurance certificates and endorsements, including policy renewals, during the term of this Contract directly to:

City of Sacramento
c/o Exigis LLC
PO Box 947
Murrieta, CA 92564
C. Certificate Holder must be listed as:

City of Sacramento
c/o Exigis LLC
PO Box 947
Murrieta, CA 92564
D. The City may withdraw its offer of Contract or cancel this Contract if the certificates of insurance and endorsements required have not been provided before execution of this Contract. The City may withhold payments to Contractor and/or cancel the Contract if the insurance is canceled or Contractor otherwise ceases to be insured as required herein.

10. Subcontractor Insurance Coverage. Contractor shall require and verify that all subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in this Exhibit C.

Exhibit C - Page 4

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 1099 Forms for income and employment tax purposes for all Contractor's assigned personnel and subcontractors.

D. The provisions of this section will survive any expiration or termination of this Contract. Nothing Exhibit D - Page 1
in this Contract creates an exclusive relationship between CITY and Contractor. Contractor may represent, perform services for, or be employed by any additional persons or companies so long as Contractor does not violate the provisions of Section 5, below.

2. Licenses; Permits, Etc. Contractor represents and warrants that Contractor has, and shall maintain 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 to practice its profession or fulfill the terms of this Contract, including a City Business Operations Tax Certificate and any required certification issued by the California Secretary of State.

3. Time. Contractor shall devote the time and effort to its performance under this Contract.

Contractor will make best efforts to deliver to the agreed upon schedule, which may be subject to change approved per the Change Control Process defined in Attachment 5 to Exhibit A. Neither party will be considered in default of this Contract, to the extent that party's performance is prevented or delayed by any cause, present or future, that is beyond the reasonable control of that party.

4. CONTRACTOR Not Agent. Except as CITY may specify in writing, Contractor and Contractor's personnel have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. Contractor and Contractor's personnel shall have no authority, express or implied, to bind CITY to any obligations whatsoever.

5. Conflicts of Interest. Contractor covenants that neither it, nor any officer or principal of its firm, 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 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.

Exhibit D - Page 2

7. Confidential Information. During performance of this Contract, Contractor or CITY may gain access to and use 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, Intellectual Property and Derivative Works thereof, copyright, data, and other vital information belonging to the other Party (hereafter collectively referred to as "Confidential Information") that are valuable, special and unique assets of that Party.

Contractor and CITY agree to protect all Confidential Information and treat it as strictly confidential, and further agrees that neither Party shall not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any Confidential Information to any third party without the other Party's prior written consent, except as otherwise provided in section 8 or when required by law or legal process. In the event Contractor is required to disclose City's Information by law or legal process, before Contractor may disclose the information, Contractor shall immediately notify the City, and City shall have 5 business days from the notice to obtain a court order preventing the Contractor from disclosing the information before Contractor disclose the information.

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. Contractor shall remain, the sole and exclusive owner of all right, title and interest in and to it's Intellectual Property and Derivative Works thereof. For the purposes of this Contract, the term "Intellectual Property" means any intellectual or industrial property rights, trade secrets, patent rights, rights in inventions, trade-marks, trade names and service marks, as well as applications for, and registrations, extensions, renewals and re-issuances of, the foregoing, in whatever form such rights may exist and whether registered or unregistered. The term "Derivative Work" means modifications to and creation of forms, workflows, dashboards, and reports within Contractor's Masterworks as defined in Attachment 1 to Exhibit A. Contractor shall retain ownership interest in any modifications, enhancements, improvements, or derivative works of the foregoing, irrespective of their date of creation. CITY shall have no right or license to use the Contractor Intellectual Property and Derivative Works thereof except solely during the Term and in accordance with this Contract. No other rights are granted hereunder to Customer except as expressly set forth in this Contract.

B. Fort he purposes of this Contract, the term "Work Product" means any item (tangible or intangible) created or produced as a result of any customization or configuration services by Contractor. For the sake of clarity, the term "Work Product" does not include any items that are Derivative Works or Intellectual Property owned by Contractor, including but not limited to the configuration of existing code.

Exhibit D - Page 3
C. CITY shall have ownership of Work Products and Deliverables, defined in the Attachment 1 to Exhibit A, provided by Contractor under this Contract. Contractor shall not be responsible for any unauthorized modification or use of Work Products or Deliverables for other than its intended purpose by CITY.

D. 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 Work Products or Deliverables 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.

E. 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.

F. 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 notify the City of the changes within thirty {30) days of the change. Contractor also agrees to notify the City of any condition that may jeopardize the scheduled delivery or fulfillment of Contractor's obligations to the City under this Contract within thirty {30) days of the condition.

10. Standard of Performance. Contractor shall perform all Services required pursuant to this Agreement in the manner and according to the standards currently observed by a competent practitioner of Contractor's profession. All products that Contractor delivers to CITY under this Contract must be prepared in a professional manner and conform to the standards of quality Exhibit D - Page 4
normally observed by a person currently practicing in Contractor's profession.

Contractor shall assign only competent personnel, who will perform in accordance with the standards required herein, 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 reasonable notice to Contractor with an explanation for the removal. Contractor shall immediately remove the assigned person upon receipt of the notice. Contractor shall replace the assigned person within twenty (20) days of receipt of the notice.

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. In the event any suspension lasts for thirty {30) days, or a longer period, Contractor may submit a Change Order document, pursuant to Section 5 - Change Control Process of Attachment 5 to Exhibit A.

C. The CITY or Contractor shall have the right to terminate this Contract at any time by giving a written notice of termination to the other Party specifying the reason for termination (hereinafter referred to as "Event of Default"). Upon receipt of such notice, the party in default shall have thirty {30) Exhibit D - Page 5
days to remedy the Event of Default. In the event the party in default fails to remedy the Event of Default within thirty (30) days, or a longer period mutually agreed on by the parties, Contractor shall immediately cease performance under this Contract. If the CITY or Contractor 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 foregoing is cumulative and does not affect any right or remedy that CITY or Contractor may have in law or equity.

15. Indemnity.

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, directly 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, directly 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 gross 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. The foregoing indemnification obligations shall not exceed the total value of this Contract, as defined in Attachment 1 to Exhibit B.

Insurance Policies; Intellectual Property Claims: 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.

Exhibit D - Page 6
C. Survival. The provisions of this section will survive any expiration or termination of this Contract.

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.

Exhibit D - Page 7
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)
(2)
F.

Withholding of payments to Contractor under this Contract until Contractor complies; Cancellation, termination, or suspension of this Contract, in whole or in part.

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 Exhibit D - Page 8
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.

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; Exhibit D - Page 9
(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. (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.

27. Limitation of Liability. Except as otherwise provided in this Section, to the extent permitted by applicable law, the liability of either Party to the other Party for claims based on breach of contract, tort (including negligence), strict liability, breach of warranties, or any other legal theory arising under this Contract is limited to direct damages in an amount that equals up to two times the total sum of the Contract, as defined in Section 1 of Exhibit B of the Contract.

28. Exclusion of Certain Damages. To the extent permitted by applicable law, whatever the legal basis for the claim, neither Party, nor any of its affiliates or suppliers, will be liable for any indirect damages (including, without limitation, consequential, special, or incidental damages, damages for lost profits or revenues, business interruption, or loss of business information) arising in connection with this Contract, even if advised of the possibility of such damages or if such possibility was reasonably foreseeable. However, this exclusion does not apply to either Party's liability to the other for violation of its confidentiality obligations or the other Party's intellectual property rights.

Exhibit D - Page 10

29. Cooperative Purchasing. To the extent the procurement regulations of CITY permit another state/local government to procure Auriga's services under the terms and conditions of this Contract, Auriga has a cooperative purchasing program under which it would allow for such procurement, provided that the procurement is also in accordance with that state/local government's procurement regulations. The term "state/local government" includes any state, local, regional, or tribal government, or any instrumentality thereof. The use of this Agreement may be extended to other government agencies and to other departments or divisions within the City. It shall be understood that all terms and conditions as specified herein shall apply. The City of Sacramento will not be an agent, partner or representative of any other government agency purchasing through its Contract and is not obligated or liable for such purchases, including, but not limited to, payment of any order placed by any other government agency. Any such state/local government is required to separately sign the Auriga Service Subscription Agreement.

30. News Releases. Unless otherwise exempted, news releases, endorsements, advertising and social media content pertaining to this Contract shall not be made without the prior written consent of the CITY.

31. Documentation. CONTRACTOR agrees to provide to the CITY, at no charge, all Documentation, and updated versions thereof. "Documentation" means manuals and other printed materials necessary or useful to the CITY in its use or maintenance of the Deliverables or Services or Software. Manuals and other printed materials customized for the CITY hereunder constitute work product if such materials are required by the Scope of Services. CONTRACTOR agrees to provide additional Documentation at prices not in excess of charges made by CONTRACTOR to its customers for similar Documentation.

32. Future Releases. Unless otherwise specifically provided in this Contract, if improved versions, e.g., patches, bug fixes, updates or releases, of any Software are developed by the CONTRACTOR, and are made available to other licensees, they will be made available to the CITY at no additional cost only if such are made available to other licensees at no additional cost. If the CONTRACTOR offers new versions or upgrades to the Software, they shall be made available to the CITY at the CITY's option at a price no greater than the Contract price plus a price increase proportionate to the increase form the list price of the original version to that of the new version, if any. If the Software has no list price, such price increase will be proportionate to the increase in average price from the original to the new version, if any, as estimated by the CONTRACTOR in good faith.

33. Third Party Beneficiaries. The representations, covenants, obligations, rights, and agreements of the parties set forth in this Contract are not intended for, nor shall they be for the benefit of or enforceable by, any third party or person not a party to this Contract including, without limitation CITY's end user, suppliers, and/or customers. Under this Contract, CONTRATOR shall have no relationship with the customers to which CITY may provide service. CITY further acknowledges and agrees that no fiduciary relationship arises with CONCTRACTOR under this Contract.

34. Third Party Agreements Warranty. CONTRACTOR represents and warrants that CONTRACTOR's agreement to perform the services pursuant to this Contract does not violate any agreement or obligation between CONTRACTOR and a third party.

Exhibit D - Page 11

35. CITY Representations and Warranties on PII. CITY represents and warrants that it will not use PII with the Services. However, if CITY utilizes personal data for the Services, the CITY will collect all PII with proper notice and opt-out opportunities in accordance with all applicable privacy and data protection legislation, including, without limitation, the California Privacy Rights Act. CITY shall defend, indemnify and hold CONTRACTOR harmless from and against any third-party claims that relate to or arise out of CITY's breach of this section.

36. Return of CITY Information. Upon termination, CONTRACTOR shall promptly return or delete all CITY Information as directed by CITY in writing at no cost to the CITY. Notwithstanding the foregoing, CITY may elect to download the CITY Information within thirty (30) business days of such termination.

37. Warranty.
a. Unless otherwise specified in the Contract, the warranties in this subsection begin upon delivery of the Deliverables or performance of the Services and expire in one (1) year thereafter. CONTRACTOR warrants that (i) Deliverables and Services will conform to the requirements of this Contract (including, without limitation, all descriptions, specifications, and drawings in a Statement of Work), and (ii) the Deliverables and Services will be free from material defects. If the parties have agreed to design specifications, the CONTRACTOR warrants that it's Deliverables and Services provide all material functionality required thereby. In addition to the other warranties set forth herein, where the Contract calls for software (e.g., software as a service), the CONTRACTOR warrants that the software will perform in accordance with its license and accompanying documentation. CITY's approval of designs or specifications furnished by CONTRACTOR shall not relieve the CONTRACTOR of its obligations under this warranty.
b. CONTRACTOR warrants that Deliverables furnished and Services performed hereunder: (i) will be free, at the time of delivery, of harmful code (i.e. computer viruses, worms, trap doors, time bombs, disabling code, or any similar malicious mechanism designed to interfere with the intended operation of, or cause damage to, computers, data or software); and (ii) will not infringe or violate any U.S. Intellectual Property Right. Without limiting the generality of the foregoing, if the CITY reasonably believes that harmful code may be present in any software delivered hereunder, CONTRACTOR will, upon the CITY's request, provide a new or clean install of the software.
c. Unless otherwise specified, CONTRACTOR does not: (i) warrant any software provided hereunder is error-free or that it will run without immaterial interruption; (ii) warrant and will have no responsibility for a claim to the extent that it arises directly from a modification made by the CITY, unless such modification is approved or directed by the CONTRACTOR, use of software in combination with or on products other than as specified by CONTRACTOR, or misuse by the CITY; or where CONTRACTOR resells hardware or software it purchased from a third party, CONTRACTOR, to the extent it is legally able to do so, will Exhibit D - Page 12
pass through any such third party warranties to the CITY and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the CONTRACTOR from CONTRACTOR's warranty obligations set forth above.
d. All warranties, including special warranties specified elsewhere herein, shall inure to the CITY.
e. Except as may be specifically provided in the Contract, for any breach of the warranties provided in this Exhibit, the CITY's remedy and the CONTRACTOR's sole obligation will be limited to: (i) re-performance, repair, or replacement of the nonconforming Deliverable or Service; (ii) should the CITY in its sole discretion consent, refund of all amounts paid by the CITY for the nonconforming Deliverable or Service and payment to the CITY of any additional amounts necessary to equal the CITY's Cost to Cover. "Cost to Cover" means the cost, properly mitigated of procuring Deliverables or Services of equivalent capability, function, and performance. The payment obligation in subsection e(ii) above will not exceed the limits on the CONTRACTOR's liability set forth in the Section entitled "Limitation of Liability."
f. EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN THIS SECTION, THE CONTRACTOR

MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARICULAR PURPOSE.

38. Safety and Accident Prevention. In performing the Services on a CITY site, CONTRACTOR shall conform to any specific safety requirements contained in the Contract or as required by law or regulation. CONTRACTOR shall take any additional precautions as the CITY may reasonably require for safety and accident prevention purposes. Any violation of such rules and requirements, unless promptly corrected, shall be grounds for termination of this Contract.

39. Excusable Delay or Failure. Neither party will be in default or otherwise liable for any delay, or failure of its performance under this Contract to the extent such delay, or failure arises by reason of act of God, the elements, adverse weather conditions, fire, flood, riots, strikes, accident, war, governmental requirement or any action of government in its sovereign capacity, or act of civil or military authority whether of a similar or dissimilar nature to the foregoing, beyond the reasonable control and without the fault or negligence of the affected party (each constituting an "Excusable Delay or Failure"). Any such Excusable Delay or Failure shall suspend the Contract until the Excusable Delay or Failure ceases, and, if practical, the Contract shall be deemed extended for the suspended period accordingly.

40. Non-solicitation. During the term of this Agreement and for one year thereafter, each party agrees not to solicit for employment any of the other party's employees that were directly involved in the performance of Services hereunder. For further clarification, this requirement does not prohibit either party's employees from seeking employment with the other party or responding to general advertisements or recruitments of the advertising party so long as the advertising party's Exhibit D - Page 13
advertisements or recruitments did not target the other party's employees. Notwithstanding any other provision of this Agreement, this section 9.6 survives the expiration or termination of the Agreement.

Exhibit D - Page 14
Attachment 1 to Exhibit B - Investment Summary
Attachment 1 to Exhibit B - Investment Summary ("Investment") 1 Investment Summary
This Attachment 1 to Exhibit B ("Attachment 1B or "Attachment") supplements and incorporates by this reference the Agreement between the professional services between the City of Sacramento ("CITY" or "City") and Auriga Technologies, Inc. ("CONTRACTOR" or "contractor") for the Capital improvement Management system (the "Project"), (the "Contract").

The following details the investment for the Client for the implementation of Masterworks.

Implementation and Development Services
Subscription Item Subscription Detail Services Price
Masterworks Per the Implementation Services Scope $ 212,085 Implementation, Setup, defined in the Attachment 1 to Exhibit A, Deployment and Training section 2.

Integration Services Per the Integration Services in the Attachment $ 29,950 1 to Exhibit A, section 2.1 for SI No. 3 and SI
No. 4
Total One-Time Implementation: $ 242,035.00
Payment Terms:

1. Travel and Expenses - Travel expenses and course material reproduction (if requested) are not included in the investment. Auriga will follow the Client's travel policy. These expenses will be billed as incurred as actuals.
a. The Client Project Manager may request Auriga travel onsite as long as there are no Auriga or government travel restrictions in place.
b. Auriga Project Manager to request travel authorization from the Client before any Auriga staff travel onsite as long as there are no Auriga or government travel restrictions in place. c. Auriga travel expenses to be invoiced monthly, with attached receipts, and reimbursed by the Client
d. Auriga will comply with the Client's Travel Policies. Travel costs will be reimbursed based on actual expenses limited by Federal Travel Regulations (FTR) and the CONUS rate for the Client's State. The FTR breaks down meals and incidental expenses at its website:
www.gsa.gov/mie . The first and last travel days are calculated at seventy-five percent (75%).

The lodging rate excludes taxes and fees. Taxes and fees are reimbursable. e. For budgeting purposes, the per trip travel estimate for one (1) person for one (1) week onsite is $2,500.

1.1 Professional Service Milestone Payment Schedule - Payment for Professional Services (e.g., implementation, integration, etc.) shall be invoiced and be due and payable as identified in section 3.1 Professional Services Milestone Payment Schedule.

Pricing Notes:

1. Scope Assumptions -The services quoted were calculated based on the Request for Proposal(RFP) P23071011001 and requirements discussed with CITY and Auriga's interpretation of those requirements . Any changes to the assumptions or requirements which extend the project duration will trigger the Project Change Control process. 1 Attachment 1 to Exhibit B - Investment Summary

2. Change Control - Any change to the agreed-upon project schedule or scope outside Auriga's control and extending the project duration will trigger the Project Change Control process. All Change Orders will be provided based on annual billable additional service rates.

3.1 Professional Services Milestone Payment Schedule
ID Services Payment Milestones Amount Invoice Frequency 1 Project and System Initiations: $ 21,208.50 On Completion - Deployment of Masterworks base builds
used during implementation for
configuration, development, testing, and
training
- Project site setups
- Team charter and project initiation
Project Planning Phase
2 Base lined Project Schedule $10,604.25 On Approval
3 Project Management Plan (PMP) $10,604.25 On Approval
4 Requirements Traceability Matrix $10,604.25 On Setup Completion 5 Stakeholder Project Kick-off Meeting $10,604.25 On Completion Business Process Mapping Phase
6 Business Process Mapping Workshop Plan $10,604.25 On Approval 7 Business Process Mapping Workshop $ 21,208.50 Monthly Progress 8 Functional Specifications 100% Complete $ 21,208.50 On Completion 9 Technical Specifications 100% Complete $10,604.25 On Completion 10 Integration Specification 100% Complete $14,975.00 On Completion Solution Configuration
11 50% Configuration Complete $10,604.25 On Submission
12 100% Configuration Complete - Ready for $10,604.25 On Completion UAT
Solution Testing
13 Test Plan $10,604.25 On Completion
14 System Integration Testing $21,337.55 On Initiation
15 User Acceptance Testing $10,604.25 On Completion
Training
16 Training Plan $14,845.95 On Submission
17 Training Material $10,604.25 On Submission
18 Training Delivery $10,604.25 On Completion
Services Payment Milestones Total: $ 242,035.00

3.1.1 Rate Card
Auriga utilizes a single blended rate for all delivery of professional services outside the scope defined in the Attachment 1 to Exhibit A. Auriga will utilize the change control process defined in the contract to identify hours, and associated costs. Upon approval by the Client, Auriga will begin work and bill as per milestones defined in the approved change order . The Rate for additional professional services is:
$ 190 USO per hour.
2 Attachment 1 to Exhibit A: Scope of Services
Attachment 1 to Exhibit A: Scope of Services (also referred to as the "Scope of Work" or "SOW")
This Attachment 1 to Exhibit A ("Attachment lA" or "Attachment") supplements and incorporates by this reference the agreement between the professional services between the City of Sacramento ("CITY", "City", or "Client") and Auriga Software Technologies, Inc. ("Auriga" or "CONTRACTOR" or "Contractor") for this Capital Improvement Program Software Implementation (the "Project"), (the "Contract") .

Auriga's proposal in response to the City's Request for Proposal (RFP) P23071011001 submitted October 24, 2022, is incorporated herein in the Scope of Work by reference.

This Attachment 1 to Exhibit A ("Attachment") includes a description of the Services that the Contractor will provide the City pursuant to the professional services agreement for the Capital Improvement Program Software Implementation project, ("PSA"). The Attachment is the Scope of Services for the Contract . The words or phrases that are defined in the PSA, may be used herein . If those words or phrases are used herein, they shall have the same meaning given to them in the PSA, unless they are otherwise expressly defined in this Attachment .
1 DEFINITIONS
"Aurigo Connected Methods (ACM)" means Auriga's proprietary methodology to deliver and support the Project for its clients . Auriga Connected Methods is Auriga's full lifecycle methodology for planning, delivering, maintaining, and managing Auriga Masterworks Cloud . "American Association of State Highway and Transportation Officials" ("AASHTOWare") means software designed for transportation professionals for project design and management . "Application Programming Interface" or "API" means a software intermediary that allows two applications to communicate with each other.
"ArcGIS" means a software developed by Environmental Systems Research Institute (Esri) for geographic information system (GIS) software, location, intelligence, and mapping. "Aurigo" is a global software company providing a cloud -based capital program software solution and project portfolio management cloud software for capital infrastructure owners in public and private sectors.
"Disadvantaged Business Enterprise" ("DBE") means small, for-profit business that are at least 51% owned by individuals who are socially and economically disadvantaged, as defined by the U.S. federal government.
"Federal Highway Administration" ("FHWA") means an agency within the U.S. Department of Transportation that supports State and local governments in the design, construction, and maintenance of the Nation's Highway system .
1 Attachment 1 to Exhibit A: Scope of Services
"Fiscal Management Information System" ("FMIS" or "FMIS 5") means a fiscal management information system to track federally funded highway projects.
"Integration Platform Services" ("iPaaS") means a suite of cloud services enabling development, execution and governance of integrated cloud-based processes, services, applications, and data within individual or across applications organizations .
"JD Edwards" means an enterprise resource planning software company under Oracle corporation . "Kronos" means a labor and payroll management software company . "Larson" means a technical graphics software solutions company. "Laserfiche" means an enterprise content management and business process automation solutions company .
"Laserfiche" means an enterprise content management and business process automation company. "Microsoft SharePoint" means a web-based collaborative platform that integrates with Microsoft 365 as document management and storage system.
"PeopleSoft" means a human resource management, financial, supply chain, customer relationship and enterprise performance management systems under Oracle corporation. "Plans, Specifications, and Estimates" ("PS&E") means the final engineering documents produced during the design phase of the project that contain all construction details and are made part of the bid documents.
"Primavera" means a software providing enterprise project portfolio management software for project management, scheduling, risk analysis, opportunity management, resource management, collaboration and integrates with Oracle and Enterprise Resource Planning systems. "Sprint" means a project management methodology involving breakdown projects into short, repeatable phases called sprints to complete a set amount of work. "Statement on Standards for Attestation Engagements ("SSAE") means an auditing standard for service organization for Systems Controls by the American Institute of Certified Public Accountants . "State Transportation Improvement Program" ("STIP") means a multi-year capital improvement program of transportation projects on and off State Highway system, funded with revenues from the Transportation Investment Fund and other sources.
"Suite" means a collection of computer programs of related functionality, sharing a similar user interface and the ability to easily exchange data between each other . "SunGard" means a technological solution to drive digital transformation, security, environment, and delivery of business resilience.
2 Attachment 1 to Exhibit A: Scope of Services
2 Implementation Services Scope
Auriga will deliver all of the implementation services identified in the table below .

Deliverables Scope Scope Detail
Auriga Content Management (ACM) Deliverables
Project Planning Deliverables to be provided as part - Kickoff Presentation of Project Planning . - Project Management Plan
- Project Schedule
- Project SharePoint Site Setup
- Requirements Traceability
Matrix (RTM) Setup
- Business Process Mapping
Workshop Plan
Business Process Delivery and documentation of - BPM Sessions Mapping (BPM) BPM sessions. - Configuration/Technical RACI - Configuration Specifications
- Integration Specifications
- Data Migration Specifications
- Risk and Issues Log (if applicable)
- Feedback Log (if applicable)
Solution Configuration Delivery of configuration solution. - Configured Solution - Updated Feedback Log
Solution Testing The setup and configuration of test - User Acceptance Testing (UAT) - environment(s), plan development, Development of UAT
testing, and results. environment, plan, testing, and
results .
- System Integration Testing- See
section 2.1 Integration Services.
- Data Migration Testing - See
section 2.2 Data Migration
Services
Training Training material development and The training deliverables are training delivery. identified in the Training and
Warranty Services
section below.

Production Release - Deployment Plan
- Post Go-Live Support Plan
Project Closeout and - Transition to Support
Transition to Support - Client Acceptance
Project Management Services
Project Management Project Management services to - Primary project point-of-contact manage the implementation from - Project schedule and status contract execution through the Reporting
Warranty period. - Issue and Change Management
3 Attachment 1 to Exhibit A: Scope of Services
Environment Provisioning and Configuration
Masterworks Environments are set up and All environments to be delivered are Environments configured for use by the Client. in section 2.3 - Masterworks Environments.

Templates Provisioning of the best practice Preconfigured libraries to be out-of-the-box library templates. provided:

System Administrator training will - Business Units (Divisions) include how to modify existing and - Budget
create new templates. - Contract
- Project Management
- Calendar
- Documents
- Vendor
- Phases
System Services
User Administration Provisioning of the best Any additional configuration practice out-of-the-box roles changes are to be performed by and permission settings. Client designated System
Administrators.

Core Business Provisioning of the best practice Project Level:

Processes out-of-the-box business processes. - Budget Estimates Each business process (listed in the - Budget Estimate Revision next column) consists of a - Forecasts
preconfigured Form. Most forms - Engineers Estimate Details have a preconfigured workflow for - Contract Details
submission and approval routing. - Contract Forecast
These core business processes - Contract Change Order
cannot be edited . - Pay Estimates
Planning Level:
- Planned Project
- Fund Plan
- Program
Master Program
Configurable Business Provisioning of the best practice Enterprise Level:

Processes out-of-the-box business processes. - Global Fund List Each business process consists of a - Fund Transaction
preconfigured Form . The business Project Level:
process forms are configurable. - Project Phases
- Project Fund List
- Project Fund Transaction
- Project Fund Rules
- Purchase Order
- Expenses
- Request For Information
- Minutes of Meeting
- Risk Register
- Submittals
- Submittal Package
4 Attachment 1 to Exhibit A: Scope of Services
- Transmittals
- Daily Progress Report
- Item Posting
- Materials on Hand
- Pay Estimates
- Punch List
- Inspections
- Location
- Health Report
Business Processes Changes on up to five (5) of the Business requirements session, Configuration Configurable Business Business Requirements Specification Processes identified above. documentation, and configuration Changes include the addition of change for Forms and Workflows. data fields, reordering offields,
and modifying field captions .

Dashboards and Provisioning of the out-of -the-box Out-of-the-box Project Reports best practice dashboards . Management Information System Dashboards and Reports:
- Enterprise Level Dashboards
0 Enterprise Fund
Summary
0 Portfolio Summary
by Status
0 Project Summary
by Status
- Project Level Dashboards
0 Project Budget vs.

Actual Spent
0 Project Fund Summary
0 Project Management
0 Project
Resource
Management
0 Project Risk and Issues
0 Schedule Dashboard
- Planning Level Dashboards
- Plan Summary by Program
Category
- Project Approval Funnel
- Program Cost Chart
- In-Year Budget Changes
- In-Year Forecast Changes
- Contract Level Dashboards
0 Change Management
0 Contract Work Progress
0 Contracts Bills
and Payments
- Enterprise Level Reports
5 Attachment 1 to Exhibit A: Scope of Services
0 Budget vs. Actuals
0 Enterprise Cost Sheet
0 Enterprise Schedule
0 Project Funding Overview
0 Delayed Projects Based
on Schedule
- Project Level Reports
0 Funding Details by
Budget Items
0 Funding Details
by Contract
0 Project Funding Summary
0 Purchase Order Details
0 Purchase Order
Original Items Details
0 Purchase Order
Revision Details
- Contract Level Reports
0 Change Management
0 Contract
Financial
Summary
0 Contract Work Progress
0 Contracts Bills
and Payments
0 Contract Level Reports
0 Change Order by Date
0 Completed Items
0 Contract Summary
0 Incomplete Items
0 Item Reconciliation
0 Rework Items
0 Item Postings by
Item Progress
0 Item Postings
Configured Dashboards:
- Changes on up to two
(2) dashboards
Configured Reports:
- Changes on up to five (5) reports
Docusign Configuration services to connect
Configuration Client to prebuilt Docusign
connector .

ESRI Configuration Configuration services to connect
the Client ESRI environment into
the Masterworks prebuilt ESRI
connector .
6 Attachment 1 to Exhibit A: Scope of Services
Training and Warranty Services
System Administrator
Training
Instructor led System
Administration training for up to
fifteen (15) users per course.

Will cover user administration,
permissions, security
access/permissions, system and
functional configuration, Form
Builder, Workflow Management,
and Ad-hoc reporting
- One (1) course(s)
- A course is up to eight (8) hours
in duration and delivered over
two
- (2) days.

Train-the-Trainer
Training
Instructor led Train-the-Trainer - One (1) course(s)
training for up to fifteen (15) users - A course is up to forty (40) hours in Training Materials &
Documentation
per course. This training is to train
Trainers who will provide all end
user training. Will cover the
functional processes as configured
for the Client.

Training Materials & Online Help
documentation

2.1 Integration Services
Auriga will deliver all interfaces identified in the table below. duration and will be delivered over
seven (7) consecutive business
days (Up to six (6) hours/day).
- Training Materials comprising:
o Presentation Deck for
each training course
o Participant Guide for
Train-the-Trainer
Training course
Additional Documentation:
o Context Sensitive Help
documentation
accessible to authorized
users from within the
configured system
• For SI No. 1 and SI No 2, Auriga has included three hundred (300) hours of professional services for integration activities. Auriga believes this level of effort will be sufficient to integrate Masterworks with the systems listed below. However, for any changes to the existing or additional interfaces that may be discovered during the business process mapping phase, the Client can procure additional services by initiating a change request as defined in Attachment 5 to Exhibit A, Section 5 - Change Control Process
• For SI No. 3 and SI No. 4, Auriga has scoped these two integrations and provided a fixed investment based on discussions with the City and Integration Assumptions 2 and 3 below. 7 Attachment 1 to Exhibit A: Scope of Services
SI. Interface Data Flow Touch points No. System
1 PeopleSoft PeopleSoft to Budget, expenses, funding Masterworks 2 OKTA Single Sign On Authentication
3 City Database City Database to Project documents and metadata (TBD) Masterworks 4 Open Text/ Masterworks to Project documents and metadata Documentum Documentum Integration Testing
• Auriga will provide an Integration Specification document . This document will outline the integration requirements, frequency, and acceptance criteria for promotion to Production . • The Client, with support from Auriga, will perform System Integration Testing (SIT) in preparation for going live . The goal of the SIT is to ensure the integration interfaces are working as agreed in the Integration Specification document .
• Auriga, with inputs from Client SM Es, will create SIT test cases to be used during SIT. • SITs are dedicated sessions where all participants are available in a single room (i.e., Physical or Virtual) and perform end-to-end testing of the integration flows as defined in the technical specification .
• Support from Auriga during SIT includes Auriga staff being available during the SIT sessions along with the participants. During the testing, SIT participants can consult the Auriga functional consultant for questions and clarification as soon as they arise .
• The Client will need to provide access to their business system test environments to test integrations between Masterworks and the business system .
• Participants will submit their feedback only through the project Feedback Log. • Auriga will review the feedback periodically and fill out the triaging related fields. • Client and Auriga will jointly review and prioritize the feedback items before the conclusion of the Integration testing.
• Auriga and the Client will follow the ACM process to triage and close any feedback items.

Integration Assumptions
• Auriga will provide our Open API with its library of APls for use by the Client . Masterworks APls can be used to integrate with other City systems. Any integration not identified in this document is not in scope and will not be developed as part of this implementation. • For SI No. 3, the City has documents that they receive from different 3rd Party vendors. These documents need to be bulk loaded into Masterworks. Auriga will provide document Management APls to receive documents (and its metadata in a defined format) in bulk and move them into the corresponding Project in Masterworks . The City will create a program to push the documents to the Masterworks API to load the documents into masterworks. A Project Identifier field will be the unique field to map the documents to the correct project . 8 Attachment 1 to Exhibit A: Scope of Services
• For SI No. 4, Auriga will develop a Project Closeout process for archiving purposes. This will move all of the project documents (with metadata) to Documentum/OpenText. This Project Closeout process will be developed to trigger will send the closed-out Project information to City system through an API / Web service hosted by City. The City will then initiate a pull of the project documents (and their metadata) into Documentum/OpenText using the provided Masterworks Document Management APls.

2.2 Data Migration Services
Per the Request for Proposal, the Client requests that data for open and closed projects within the last two (2) years of the cutover data be migrated . The Client wanted to consider the cost and effort involved before proceeding.

Auriga provided in the response the following data migration services and approach as part of the implementation scope.
• Data Migration Requirements Sessions: The Auriga implementation team will conduct a detailed data migration session to identify and document the high-level data migration requirements . • Data Migration Import Templates: The Auriga implementation team will provide standard import templates for importing data into Masterworks.
• Data Migration Support: The Auriga implementation team will provide data migration guidance and support during the data migration. The Auriga team will not perform the data migration . They will provide clarification and troubleshooting guidance.

Data Migration Assumptions
• Auriga will provide the services, tools, and guidance to assist in the data migration for the Client. • The Client will perform the extraction, transformation, and loading of the clean data from their source system(s) into the Masterworks standard import templates. • The Client may request data migration services from Auriga if desired . Auriga can provide detailed effort and investment for data migration services based on the detailed requirements from the data mapping sessions per the project change control process .

2.3 Masterworks Environments
Auriga will set up the following environments to execute this project successfully and deliver a high-quality solution to the Client. Auriga follows the Continuous Improvement - Continuous Deployment (Cl-CD) process to promote builds from one environment to the other . Only Auriga's Dev-Ops teams will have access to installing and making changes to the environment. Auriga's deployment checklists, including deployment and roll-back plans, will help seamlessly promote the builds . The following environments will be available during the implementation:

Environment Description
Sprint Review • The primary purpose of this environment is to review the sprint releases during the solution configuration phase.
• Auriga will also use this environment to introduce Masterworks to the Client users during the business process mapping phase.
9 Attachment 1 to Exhibit A: Scope of Services
Environment Description
System
Integration
Testing (SIT)
• Auriga will set up this environment before the Business Process Mapping phase. • Auriga will update this environment at a minimum at the end of each Sprint . • The primary purpose of this environment is for the Client to perform System Integration Testing (SIT) and Data Migration Testing (DMT). • Auriga will set up this environment before the System Integration Testing (SIT) begins .
• This environment will have interfaces to the Client's external system that are in scope and the migrated data.

User Acceptance •
Testing (UAT)
The primary purpose of this environment is for the Client to perform User Acceptance Testing (UAT).

Training
Production
Pre-Production
•
•
Auriga will set up this environment before the UAT begins .

This environment will have interfaces to the Client's external system that are in scope and the migrated data.
• The primary purpose of this environment is to train the Client users. • Auriga will set up this environment before the first training begins and throughout the training period .
• Auriga will use this environment to set up the training data and execute the training. The data will match the UAT or Pre-Production (whichever is the latest).
• This environment will be the production environment with active interfaces, migrated, and live data .
• This build will be set up and commissioned for use after the UAT and before Go Live.
• The primary purpose of this environment is to test the production updates after Go-Live .
• Auriga will set up this environment along with the production environment. • All releases or updates to the production environment post Go-Live will be updated, tested, and certified on this environment .

The only available builds post-implementation will be the Production and Training environments. All use of the other environments will be discontinued .

2.4 Deliverable Review and Approval Timeframes
There is a standard process and timeline for reviewing and approving the project deliverables. Project deliverables include, but are not limited to, the following:
• Documentation deliverables, such as plans, requirements, or specifications • Payment milestones
• Test results or other documentation of work performed • Software and Software Configurations
Below are the agreed on timeframes for all reviews and approvals for the project:
10 Attachment 1 to Exhibit A: Scope of Services
Deliverable Status Client Approval Turnaround Timeframe Functional Specification Review Five (5) business days
RACI, Requirements Traceability, PMP Documents Eight (8) business days.

Review
Deliverable Approval Three (3) business days
Amended Deliverable Two (2) business days
In the event changes are requested on the deliverable review, the Auriga team will review and update the agreed upon changes in the document . The amended document will then be resubmitted to the Client for approval. The The Client revision turnaround timeframe for any subsequent deliverable reviews will be no more than two (2) business days. Any additional requested changes will be limited to the original feedback items and will not include new changes, or items . 3 Project Schedule

3.1 Project Milestone Calendar
A detailed project schedule in MS Project will be developed jointly with the Client during the Project Planning phase of the implementation . Below is a DRAFT high-level project milestone calendar by project phases and planned phase durations .
4th 0Jtf1ier 1rtau Tt<r Jrd OJ~ri.ie r
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to ca r.1tr;1ct IFMP.l'JIJtio:ni 1 <by· M1m l .o/7{n Mon1 0j7/n. • Prel:ect lnldalfoo 8day~ Tile Ul/ 10/23 nm 10/lfl/ n n II • Proj;ect Pla.,nin.g i6da'{!i Fil 10/2fJ/23 rd 11,/iQ/1:J, r7 19 I· Re11uirement Validalioin and i',iapp'in.s. 14 day,, Mon wfJ.Vll Thu 2./1/14 t.! • ~ ,ttlAn nmlle 1 1r.rtl o □ [lt~ ralivP 117 day,; Mr>n1/1/l4 n 1P4/~fl{N, Ccnlig,ur.rticn Ko ll,,,.;.,,.,. J
1"1 • R,;r.reFslDII & lrrterf -i!(le<! Te~t lnr. 23davi; Wed 5/l/l!I Frl !;/ll/2'1 ,---, 129 0 User Ac<'.eptSllCI! T8:!tlng 19•dill/!i MoBVl.iJ/24 111.i f,:/13/24 r-1 m P T111i11i:11g 141 days Wed ll/2!J/n w...i 7/~/2 4
14d t> 1.1rod1Ktio.n E: ~ l'1;1sra !Oday,; lll11J ll/z1/l4 WIMl7/m/Z4J Fl 1',11 • Prol:ect •Close-oyt ,md Tf.aMlllon to lOdavs; litJy 7/1112'1 W.ed8/1tH r---1 Pro<l1lfli1m Sill'IJIU t
lil Warnmly Period - MO\•e to 20 oavs niu 7/ 11/Y< Wed 8/7/ 'bll Pro c'uctl{Jn 5upi;,o,t
132 Project Aoceptance &. Sfgr.-01t 5 :a-ys niu:a/1/24 Well S/7/ 24 m M1le sit.M1e: ProJecl Olo,eoul O<fla\•• We 8.'7/'1.4 WedS/7/ 24 4 Client Responsibilities and Implementation Assumptions The following responsibilities and implementation assumptions are necessary to successfully implement Masterworks for the Client. If an item below does not occur in the manner or time frame defined, Auriga may request to meet with the Client and mutually agree on an adjustment to the schedule, scope, and investment .
11 Attachment 1 to Exhibit A: Scope of Services

1. The Client will ensure the committed participation of all appropriate technical and user personnel throughout the project. Client resources assigned during the implementation must be empowered to make decisions on project deliverables and direction .

2. Unless specifically identified as a deliverable within this document, any item (e.g., data migration, integration, etc .) is not included within the scope of the Auriga implementation . These items can be included through the Change Control process.

3. Auriga will provide soft copies of all the training materials . The Client will be responsible for printing required hard copies and distributing them to participants if printed copies are required .

4. All change requests will follow the Change Control process. Any changes must be signed and accepted by the Client before initiating additional work by the Auriga team . 5 Project Artifacts: Project Management Plan & Configuration AURIGO shall provide Project Management Plan, Configuration Specifications any training, guidelines, documents pertaining to the project upon completion of project . 12 Statement of Work : Schedule A- Product and Services Approach Attachment 5 to Exhibit A Attachment 5 to Exhibit A - Product and Services Approach 1 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A Table of Contents
1 Purpose .................................................................................................................................................. 3 2 Auriga Masterworks Cloud .................................................................................................................... 4

2.1 Masterworks Cloud Platform ........................................................................................................ 4

2.2 Plan Product Line .......................................................................................................................... 6

2.3 Build Product Line ......................................................................................................................... 7 3 Implementation Delivery Approach ...................................................................................................... 8

3.1 Implementation Methodology ...................................................................................................... 8

3.2 Project Governance ..................................................................................................................... 10

3.3 Roles and Responsibilities - Auriga ............................................................................................. 11

3.4 Roles and Responsibilities - Client .............................................................................................. 13

3.5 Implementation Phases .............................................................................................................. 15 4 Customer Success ................................................................................................................................ 28 5 Change Control Process ....................................................................................................................... 28

5.1 Purpose ....................................................................................................................................... 28

5.2 Change Control Board ................................................................................................................. 29

5.3 Change Order Document ............................................................................................................ 29

5.4 Change Control Process Metrics ................................................................................................. 30 6 Technology and Security Overview ..................................................................................................... 31 7 Acceptance Criteria .............................................................................................................................. 34

7.1 Payment Milestone Acceptance Email Template ....................................................................... 34

7.2 Final Acceptance and Close Out .................................................................................................. 34

7.3 Project Closeout Process ............................................................................................................. 35 8 Appendix - Sample Product Documents and Other ............................................................................ 36

8.1 TestCaseTemplate ..................................................................................................................... 36

8.2 Feedback Log ............................................................................................................................... 37

8.3 Issue Severity .............................................................................................................................. 38

8.4 Standard Meetings ...................................................................................................................... 38 2 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A 1 Purpose
This document provides an overview of Auriga Masterworks Cloud ("Masterworks") and the standard implementation methodology and approach . Auriga shall provide a Commercial-Off-The-Shelf ("COTS") software solution and professional services for designing, configuring, and implementing the Masterworks solution . The detailed scope and investment are defined in the Attachment 1 to Exhibit A - Scope of Services {"Attachment lA") for the Client. This document is incorporated by this reference in the professional services agreement between the City of Sacramento ("City") and Auriga for the Capital Improvement Software Implementation project ("Project") as Attachment 5 to Exhibit A. 3 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A 2 Auriga Masterworks Cloud
The Auriga Masterworks Cloud suite includes three product lines. Each has a full set of products that empower cities, municipalities, counties, provinces, states, agencies, and businesses with everything needed to plan, build, maintain, and operate.
0 __J
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(X)
z
<(
__J

0..

Estimation & Bidding a----------~
Construction Project Management o>------ •• \
~--------<o Civil Rights & Labor Management
' ■e1--------o Consultant Service Contracting
Capital Planning o------ •-
Federal Aid Reimbursement o-------e
Auriga Engage o-----;••
Capital
Planning
Construction
Management -•~-~o Real Property Management
Business ■e1---------<o Permitting
Operations
■e1------o Right of Way

MASTERWORKS CLOUD PLATFORM
Document Management • Workflow Engine • Mobile Applications • Reporting & Analytics • Artificial Intelligence • API OJ
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2.1 Masterworks Cloud Platform
The Masterworks Cloud Platform is the foundation and includes key capabilities that can be used across any of the products in the Masterworks Cloud Suite.

Document Management
The business of capital planning, construction, and maintenance requires you to save detailed documentation at every stage of the project lifecycle. From approvals, certifications, and contracts to designs, schematics, and inspections, you need a system you can trust to store project information accurately and securely.

The Auriga Masterworks Platform has a robust document management functionality that supports the tracking, revisions, and storage of all your important documents and workflows. With Masterworks, you can:
• View over 150 different file types with • Track changes to each document with our online viewer version control
• Access all your documents from your iOS • Search across documents or Android smartphone or tablet • Control access to documents with role- • Fill out and upload forms from any based permissions
project site • Specify check-out procedures for
• Attach pictures or other tags different types of documents • Include geo-tags with documents and • Enforce review and approval sequences images • Integrate with MS Project, SharePoint,
• Annotate or markup documents IBM FileNet, and other programs for easy collaboration
4 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A Advanced Workflow & Notification Engine
Our powerful workflow and notification engine enables you to control and automate any process, form, or document, including pay requests, milestones, change orders, and more. Our Masterworks Cloud Platform comes out of the box with industry-standard workflows . Our default workflows can be used as is or configured for your specific needs. For each workflow, you decide what should happen, and modifying new workflows is simple.

With Auriga Masterworks' business workflow engine, you'll keep your business processes on schedule, your stakeholders alerted to their pending tasks, and your agency's projects on track. • Create simple or multistage workflows
• Support manual, "ball in court" routing
between users
• Perform complex validation rules using
expressions
Native Mobile Apps
• Generate notifications via email, SMS, and
in-app pop-ups
• Push or fetch data from other systems
• Trigger secondary or parallel workflows
automatically
• Track approval history
While the entire Auriga suite of products can be viewed from any web browser or mobile device, we also have native mobile app capability for many of the products and forms most commonly used by people in the field.

The Masterworks mobile app is available on iOS and Android mobile operating systems and includes:
• Site Inspections • Document Management
• Assessments • My Tasks and Notifications
• Daily Progress Reports • Key Contacts
• Item Postings • Punch Lists
• Project Management • Issues
• Contract Management • Risks
Reports, Analytics, and Artificial Intelligence
Auriga Masterworks Cloud helps you stay ahead of your projects by bringing real-time reporting to all your capital programs, construction, and maintenance projects. With over 300 out-of-the-box, industry standard reports and the ability to modify and create new reports, our powerful reporting engine gives you the crystal-clear visibility you need to stay informed and in control.

Our dashboards give you visibility into the status, schedule, issues, and details for every asset, parcel, test, and Project . Whether you want a snapshot at the portfolio level or a full analysis of an individual project, you get the answers you need from anywhere-even in the field on your mobile device. • Over 300 standard reports available out
of the box
• Easy ad-hoc reporting, with a dynamic
step-by-step report wizard to assist end
users
• Easy-to-configure dashboard widgets
5 • Report scheduling
• Export reports to PDF, Excel, Word, CSV,
XML, etc.
• No programming knowledge is required
to create new reports
Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A Application Programming Interface (API)
Masterworks comes with a flexible Open API for integrating nearly all third-party software and middleware, creating a truly enterprise-level data store for seamless Project tracking and reporting .

Masterworks supports real-time, two-way data and workflow integration, meaning that Masterworks and integrated systems have accurate, up-to-the-minute data . The Open API enables data from every form/screen in the product to be pushed and pulled via these APls using token-based authentication. The Open API follows the same business rules identified for the application's data elements, which will help maintain data integrity. Masterworks has an MS Excel-based import/export capability. Data can be exported or imported easily via an MS Excel template when real-time automation is not required (e.g., ad-hoc, minimal frequency, integration constraints on other systems, etc .). Lastly, Masterworks can be configured with any iPaaS solutions in the market (e.g., TIM Data HUB, OPS Docs, Dell Boomi, Workato, etc.) that are utilized in place of a direct system-to-system integration .

Auriga recognizes that system integration is complex and requires a specialized skill set. Auriga places specific emphasis on this capability in Auriga Connected Methods (ACM). Auriga has a dedicated team of integration specialists that work with all Auriga clients to develop and deploy well-crafted and performant system integration . This team has specialized knowledge of the Auriga APls and batch process capabilities. Auriga believes this approach significantly reduces risk when working with Auriga's clients and their systems.

2.2 Plan Product Line
The Capital Planning & Project Management product line helps you prioritize, plan, and track your major infrastructure and capital investments in one place. Masterworks is the leading capital program and project management solution. Our product automates every phase of the capital planning, prioritization and management lifecycle, and can be used by both internal and external stakeholders.

Capital Planning
Capital planning is complex. To make the most of your
budget, you need to pick the right projects. But you need to effectively pull together all the necessary information and get all the stakeholders on the same page. Auriga
Masterworks' Capital Planning product combines everything you need for capital planning success: clear strategic
priorities, projects, programs, forecasting, what-if analysis, and the ability to easily communicate and collaborate across all stakeholders.
6 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A Auriga's online Capital Planning product helps cities, counties, states, agencies, and businesses make their capital and maintenance budgets stretch further.
• Plan with confidence, knowing that
you're working with the latest data and a
comprehensive view of strategic
priorities, projects, and costs all in one
place.
•
•
•
Use project scoring to determine project
ranks.

Predict the fund spending throughout
the project lifecycle with Auriga's robust
forecasting module built specifically for
Capital Improvement Program (CIP)
owners.

Put your budget to the best use over the
years with a centralized planning process
that takes into account priorities, costs,
risks, and impact analysis.
• Understand where the money comes
from for each Project with detailed fund
• Predict the fund spending throughout
the project lifecycle with Auriga's robust
forecasting module built specifically for
Capital Improvement Program (CIP)
sources, allocation, and tracking . owners.
• Perform theoretical forecasting and run
what-if analysis for different scenarios.
• De-risk capital projects in advance with
contingency measures that are defined up
front as part of each Project or program .
• Make sure you don't run out of
money with multiyear cash flow analysis
and contingency plans that take inflation
and interest capitalization into account
over the entire CIP.

2.3 Build Product Line
The Auriga Full Lifecycle Construction Management product line helps you manage every phase, consultant, contractor, contract, and payment for each capital and infrastructure project in one integrated solution . Masterworks is the solution designed specifically for the complexities of large construction projects that can handle the entire end-to-end process-from creating estimates, soliciting bids, selecting consultants, awarding bids, acquiring land, managing resources, delivering large-scale projects, and tracking civil rights and labor management requirements .

Construction Project Management
Auriga's Construction Project Management product is
specifically designed for construction project complexities .

We bring together everything you need to plan, track,
automate, and manage project funds, budgets, labor,
equipment, materials, schedules, contracts, inspections, environmental compliance, and risk management in one
integrated solution. With Auriga, you have all the
information you need at the tip of your finger and can
adjust plans to ensure optimum resource allocation as the project evolves .

Auriga's on line Construction Project Management product gives you everything you need to manage large construction projects and deliver on schedule and on budget. • Streamline construction project
management with an integrated solution
for estimation and bidding, consultant
7 • Improve project estimate accuracy with
close collaboration with sub-contractors.

Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A service contracting, right of way, contract
management, and civil rights and labor
management capabilities.
• Track resource availability and coverage
across projects and make sure resources
aren't over- or under-allocated
•
•
•
•
Stay on schedule with automated
workflows and alerts designed specifically
to help you meet project targets.

Organizations that use Auriga
Masterworks Cloud are much less likely to
fall behind on their projects.

Ensure optimum resource utilization and
make adjustments based on real-time
changes as a project evolves
Get a bird's-eye view of every project and
resource availability over time with real
time reports and dashboards that give you
the option to drill down to the most
granular detail.

Get everyone on the same page with an
up-to-date view of the latest plans,
documents, and changes-including
internal teams and external stakeholders
like contractors, consultants, and
inspectors.
3 Implementation Delivery Approach

3.1 Implementation Methodology
• Access Aurigo from anywhere there's an
Internet connection. Enable field workers
using iPads or tablets to work even when
there's no Internet connection. (A
lifesaver in remote areas without cell
service)
•
•
•
•
Track funds from multiple sources and
allocate them to multiple projects in
varying percentages with Auriga's flexible
funds allocation capability.

Prevent fund overruns with built-in
validation rules and automated
notifications .

Be secure, inside and out, with granular
access controls and permissions so users
can access only what's necessary. Sleep
easily knowing your data is protected by
SSAE 16 Type II Level Encryption - the
highest level of security available in the
cloud.

Integrate your tools. Auriga Masterworks
Cloud is set up to communicate
seamlessly with programs like ESRI
ArcGIS, Microsoft SharePoint, SunGard, JD
Edwards, Laserfiche, Peoplesoft, Larson,
Kronos, Workday, Primavera,
AASHTOWARE and document
management systems.

Auriga Connected Methods (ACM) is Aur iga's proprietary methodology to deliver and support the Project for its clients . Auriga Connected Methods is Auriga's full lifecycle methodology for planning, delivering, maintaining, and managing Auriga Masterworks Cloud . ACM is a vehicle for continuous improvement, evolving based on best practices from leading -edge implementation experience and ongoing research and development . ACM equips the Auriga team with the tools and techniques to deliver comprehensive, full lifecycle solutions. ACM adopts many of the principles and best practices of the Agile philosophy while retaining the structure and project management oversight required for success. Many of the most valuable Agile Principles are reflected in the ACM methodology , including:
• Delivering working software frequently .
• Providing continuous attention to technical excellence and good design. • Valuing client collaboration .
8 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A • Regularly identifying & prioritizing risks and developing mitigation plans. • Performing integration and regression testing .

Auriga will provide the Project Schedule working in collaboration with the Client PM. Auriga's implementation plan, scope, and investment are derived from utilizing ACM as the delivery methodology .

ACM has been developed and fine-tuned based on years of implementing Masterworks projects successfully for our clients . The following diagram depicts the phases of ACM and supporting governance. 2-Business
Process
Mapping
&
Requirement
Elaboration
Executive & Account Management
Project Management
3-Solution Configuration
Integration & Data Migration
----------------- Team Training
Quality Control
Change Management
4-Testing
Security
Performance
System Integrations
Data Migration
User Acceptance
I 5-Training
ACM defines the following project phases for a successful deployment. This is a high-level summary, and we have provided more detail on each phase in section 3.5 Implementation Phases. If an overall deployment is divided into separate production releases, then phases 2 through 7 are independently repeated for each release .

Project Delivery Phases
Phase 1 Project Planning Develop project plans, prepare for phase 2, and hold a kickoff meeting with all stakeholders.

Create the configuration specification RACI. Conduct
Business Process Mapping business workshops with SM Es to confirm the Phase 2 (8PM) functional, integration, and data migration requirements. Approved configuration and technical
specifications to be used in phase 3.

Configure Masterworks Cloud to meet the
Phase 3 Solution Configuration requirements per approved Configuration and Technical Specifications .

The solution testing phase incorporates a set of testing that will include the following:

Phase 4 Solution Testing • System Integration Testing
• User Acceptance Testing
• Data Migration Testing
Phases Training Training delivery comprises System Administration training and 'Train -the-Trainer' (TTT) training to train 9 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A Project Delivery Phases
Client identified trainers . Client will be responsible for delivering end-user training.

Phase 6 Production Release (Go-Live) Cutover Plan. Adoption Plan, Masterworks Cloud production system is available for the Client use.

Project Closeout and Closeout deliverables and final invoices . Sign-off final Phase 7 system acceptance form . Transition the Client to Transition to Support production support.

3.2 Project Governance
The following diagram depicts Auriga's best practice project governance structure identifying the proposed project team positions and reporting relationships. The three-tiered governance structure provides a foundation for communication, reporting, and escalation . Auriga will work with the Client to finalize the structure during the Project Planning, with final approval by the Client PM.

Steering Committee
Client Sponsors
Aurigo Leaders
Aurigo Account Executive
Project Team
Executive Sponsors
Client Sponsors
Auriga Sponsors
Account Executive
Auriga Account Executive
Change Control Board Project Controls
Functional
Client Business
Representatives
Auriga Functional
Consultant
Client Leaders
Auriga Leaders
Aurigo Project Directo r
Auriga PMO
Project Management
Client Project Manager
Auriga Project Manage r
Technical
Cl ient Technical Team
Auriga Solut ion Architect
Aurigo Integrati on &
Migration Lead
Auriga Configurat ion Team
Training
Client Training Lead
Aurigo Training Lead
Strategy
Oversight
Delivery
The Client will need to provide the following resources, and continuous access, for oversight and decision making.
• Executive Sponsor
• Project Sponsor
• Business Owner
10 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A The Client will need to provide the following resources and continuous access for day-to-day input into the design, business usage, and technical interfaces:
• Project Manager
• Business Analyst(s)
• Client's Subject Matter Experts ("SMEs")
• Technical application deployment and external system interface support (IT) The Client will have primary responsibility for the availability of each Client resource during project delivery when required . In addition, Auriga will need Client staff assistance to address one or more of these additional responsibilities listed below:
• Provide access to key business stakeholders when appropriate • Manage the availability, assignment, and participation of all relevant Client resources per the project schedule and the project plan
• Assist with scheduling and ensure attendance of the relevant implementation workshops • When and if the Client approves travel, provide a productive work environment for the Auriga project team, including meeting room facilities for all relevant meetings and workshops

3.3 Roles and Responsibilities - Auriga
As part of the Auriga Connected Methods (ACM) methodology described in section 3.1 Implementation Methodology, Auriga will continuously engage and involve Client personnel across all project phases.

Auriga's core team engaged in the business process mapping process will require stakeholders from both the Client and Auriga teams . Auriga's project team roles and responsibilities are detailed below .

Role Responsibilities
Functional Consultant • Work with Business Owners, SMEs, and Client BAs, elaborating the requirements defined in this SOW.
• Conduct Business Process Mapping workshops to confirm the requirements defined in this SOW.
• Analyze and map the requirements defined in this SOW to the solution . • Create configuration specifications detailing the functional requirements, business rules, system validations, and approval workflows .
• Coordinate with the configuration team for configuring the system per the configuration specifications.
• Conduct sprint walkthrough with the Client SM Es.
• Create UAT scripts for the User Acceptance Testing (UAT) with the Client SMEs.
• Address questions and clarification during the UAT.
• Support designing the training plan and deliver Train-the-Trainer training . 11 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A Role Responsibilities
Project Manager
Executive Sponsor
Account Management
Solution and Technical
Architects
Training Lead
Content Writer
• First point of contact for the Client.
• Provide project status reports.
• Work with the Client PM to manage project scope, schedule, deliverables, issues, and risks.
• Ensure adherence to ACM (i.e., established project standards, processes, and procedures).
• Communicate and update the Client PM, Sponsor, and Account Executives on current and emerging risks.
• Provide strategic direction to the Steering Committee . • Ensure project resources .
• As a Change Control Board (CCB) member, review and approve change requests per the Project Change Control process defined in section 5 - Change Control Process.
• Ensure the continuation of healthy Client relationships by ensuring that agreements between both parties are fair and to mutual satisfaction. • Proactively assess, clarify, and validate Client road map needs. • Act as the second point of escalation after the Auriga PM. • Communicate and update Executive sponsors on future opportunities. • Ensure adherence to ACM (i.e., established project standards, processes, and procedures).
• Establish best practices for designing and implementing integration interfaces and data migration .
• Establish and enforce compliance with the agreed technical architecture for integration interfaces and data migration.
• Provide architectural guidance to achieve application performance . • Create technical specifications for integration interfaces and data migration .
• Develop the training plan .
• Ensure training content and collaterals meet the training requirements. • Work with the documentation team for all training collaterals. • Work with the configuration team to set up the training environment . • Participate in functional training delivery.
• Deliver system administrator training .
• Develop training materials.
• Develop online help content.
• Ensure all materials are aligned with the system as configured. 12 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A Role Responsibilities
Configuration Team • Manage the sprint planning, sprint readiness, and sprint deliverables. • Configure the product as per the functional and technical specifications . • Release sprint commit and sprint end reports for each Sprint to Auriga PM.
• Ensure adherence to ACM (i.e., established project standards, processes, and procedures).
• Synchronize with Auriga PM on risks and issues as early as possible .

3.4 Roles and Responsibilities - Client
Active participation from Client stakeholders by providing inputs and directions throughout the Project is key to success. In our experience implementing Masterworks with public organizations similar to the Client, we have learned that our project governance structure and the following Client roles have led to the highest adoption rates and return on investments .

The following table describes the Client's required roles, responsibilities, and expected involvement.

Client Role Responsibilities Expected Involvement
Executive
Sponsor,
Project
Sponsor, or
Business
Owner
Project
Manager
Oversight and decision-making .
• Accountable for establishing overall project scope,
goals, and objectives .
• Chair the project steering committee and provide
strategic direction to the Steering Committee .
• Ensure adequate project funding and resources .
• Review and provide final approval as needed on
scope, schedule, or budget change requests .
• Final decision maker on escalated critical issues not resolved by project and steering team .
• As a Change Control Board (CCB) member, review
and approve change requests per the Project
Change Control process defined in "Appendix A:

Project Change Control Process."
Managing the Client's portion of the Project:
• Primary Point of contact for the Auriga team
• Provide access to key business stakeholders when
appropriate .
• Manage all relevant Client resources' availability,
assignment, and participation per the project
schedule and the project plan .
• Schedule the relevant implementation workshops .
13 Executives shall be
available for scheduled
Executive meetings,
Steering Committee,
and/or project sponsor
meetings throughout the
Project . Typically, once
every six weeks .

Executive Sponsor/Project
Sponsor will be required
for approximately an hour
monthly.

Auriga suggests dedicating
the Client's Business
Owners for 10% of the
time during the Project .

Full Time
Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A Client Role Responsibilities Expected Involvement
Business
Analyst(s)
Subject
Matter
Experts
(SMEs)
Technical
application
deployment
and external
• Provide a productive work environment for the
project team, including meeting room facilities for all relevant meetings and workshops .
• Support Auriga PM in managing project scope,
schedule, deliverables, issues, and risks throughout
the project delivery lifecycle.
• Coordinate with various teams to ensure smooth
project delivery.
• Coordinate availability of 3rd party stakeholders
necessary to the success of the Project, including
other State and Federal agencies, Client's vendors, or
other partners
• Conduct project status meetings with the Auriga PM
and provide input on project status.

Provide day-to-day input into the design, business usage, Full time and other business processes of the current and future
system .
• Key liaison from the business core team to the
implementation team.
• Capture, document, track, and analyze additional
business requirements if needed .
• Lead testing and functional sign-off with business
stakeholders.
• Gather and provide Auriga functional consultant with
Client's as-is process/data/business workflow
diagrams.
• Assist the Auriga functional consultant in mapping
the requirements and to-be system processes,
including approval workflows for the system.
• Work closely with Auriga functional consultant to
ensure requirements are delivered.

Provide deep-dive input into the design, business usage, and other business processes of the current and future
system .
• Drive decision-making for assigned process area(s).
• Actively participate and effectively communicate in
business process mapping sessions.
• Influence decisions on to-be business processes.
• Communicate emerging risks to the project sponsor
and/or project manager.

Identifying and testing interfaces with systems to be
integrated into Auriga Masterworks .
• Participate in the interface and data migration
discovery meetings.
14 Subject Matter Experts
shall be available for
scheduled solution design
meetings as applicable for
the Project.

Auriga suggests dedicating
the Client's SMEs for 25%
of the project time.

Data Migration and
Integration Leads shall be
available for scheduled
system interface meetings
Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A Client Role Responsibilities Expected Involvement
system
interface
support (IT)
• Provide inputs for technical specifications related to as applicable for the the Client systems for integration interfaces and data Project. migrations.
• If needed, develop interfaces for the Client's external Auriga suggests dedicating system. the Client's necessary
• Participate in the SIT (System Integration Testing) to technical resources for a test the integration interfaces and the migrated data minimum of 15% of the per the approved technical specifications .

3.5 Implementation Phases
project time. This time
may be greater based
upon the final scope.

ACM defines the following project phases for a successful deployment. This is a detailed breakdown of the summary provided in 3.1 Implementation Methodology . If an overall dep loyment is divided into separate production releases, then phases 2 through 7 are independently repeated for each release.

The provided descriptions, details, frequency, and acceptance criteria for each deliverable are standard examples and may vary based on each Client's specific implementation scope. The Attachment lA will detail each Client's specific scope, deliverables, and timeframes.

3.5.1 Project Planning
The project planning phase typically starts 4-6 weeks after the contract execution. During the project planning phase, Auriga will work with the designated client team members to plan the overall approach to the Project. This phase also develops the comprehensive governance approach for the Project, the testing approach, and the training approach used to guide the team. This project phase is part of Auriga's hybrid agile approach defined above. It provides many traditional aspects of project management that client organizations require. All processes that will be used throughout the Project are defined. Any exceptions to how Auriga runs its implementation projects might require change orders and potentially increased costs. Please see above for our expectations for how an implementation project will be run.

Project Planning phase deliverables include:
• Kickoff Presentation
• Project Management Plan
• Project Schedule
• Project SharePoint Site
• RequirementsRequirement Traceability Matrix (RTM)
• Business Process Mapping Workshops Plan
Kickoff Presentation - This presentation is to familiarize all project team members with the Project and ensure a baseline understanding between the Client and Auriga . The presentation includes the following topics:
• Project Overview
• Goals & Objectives
• Project Milestone Schedule (high level)
15 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A • Processes, Tools, and Delivery Methodology
• Project Deliverables
• Project Team, Roles & Responsibilities
• Keys to Success
• Next Steps
The kickoff presentation material shall be provided to the Client three (3) business days before delivering the presentation. The Client may review it, guide the content, and request revisions if necessary.

Project Management Plan {PMP) - The Project Management Plan (PMP) shall cover the following areas at a minimum:
• Project Overview - Describes the project scope, assumptions, and constraints . • Project Organization - Describes the project structure, stakeholders, roles, and responsibilities . • Project Schedule Management - Describes the tools, techniques, work activities, and processes for maintaining and reporting on the project schedule throughout the project lifecycle . This will be included in the PMP.
• Risk and Issue Management - Describes the risk and issue management process and how this integrates with procedures established by the Client. A risk management plan will be a separate sub-plan .
• Communication Management Plan - Protocols for communicating status, including sample status report, meeting schedule, and agenda . Establishes a consistent method for communication planning, management, methods, and activities needed to ensure timely and appropriate collection, generation, dissemination, storage, and disposition of project information . The Communication Management Plan shall detail the varying levels and needs of the Project's stakeholders for details regarding the Project, status, accomplishments, impact on stakeholders, etc. The Communication Management Plan shall define the communication vehicles, target stakeholders, requirements, and frequency of the Project's communications vehicles. This will be a separate sub-plan .
• Documents Management Plan - Describes the approach for managing the documents and project artifacts collected by and created by the project team. This will be included in the PMP. • Requirement Management Plan - Describes the approach for managing functional and non functional requirements throughout the project lifecycle. This will be included in the PMP. • Change Control Plan - Describes the approach for managing changes identified throughout the implementation phase. This will be included in the PMP and follow the processes defined in section 7 - Change Control Process.

Auriga shall provide and maintain the Project Management Plan, including all identified minimum criteria.

As part of the PMO:
• Auriga shall validate with the Client that those methodologies and details are aligned with the Client's expectations .
• Auriga and the Client shall agree to operate the Project under the terms defined within the Project Management Plan.
• Auriga shall implement a sustainability plan to maintain the Project Management Plan. • The Client shall review and approve the final documents, and Auriga will update the plan based on review comments from the Client.
16 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A Project Schedule - The Project Schedule includes a schedule of tasks, dependencies, timeframes, deliverables, and demands on project resources. The plan shall be in Microsoft Project and include:
• A milestone calendar schedule, provided in MS Excel, shows the high-level phases from Project Planning to Go-Live
• A project schedule to include tasks, durations, dependencies, and resources • A detailed schedule in Microsoft Project defining key activities, including project tasks deliverables . The detailed schedule will include, at a minimum, the following:

A logical sequence of tasks and deliverables .

A clear narrative definition of each task and deliverable .

A specific target completion date for each task and deliverable.

Resource loading for critical tasks.

Task relationships and dependencies .

The critical path to view the impacts of schedule slippages .

All tasks associated with the solution delivery, including the tasks assigned to the Client.

Auriga shall ensure the plan is aligned with the Attachment lA to deliver the Project successfully . The Client shall review and approve the baselined project schedule . The Client, with support from Auriga, shall implement a sustainability plan to update, maintain, and report on the Project Plan. Any changes to the approved baseline project schedule will follow the project change control process as defined in section 5 - Change Control Process. Auriga shall provide and maintain the Project Schedule that includes for the full program:
• Milestones to be achieved
• Deliverables
• Activities performed by the Client and Auriga
• Critical path
• Dependencies
Project SharePoint Site - Auriga will set up a SharePoint project site (the "Project Site") to maintain and manage all the project documents . The Project Site will track and manage the following but not limited to:
• Project Documentation
• Requirement Traceability Matrix (RTM)
• Decision Register
• Risk Log
• Issue Log
• Action Items Log
• Feedback Log - All Client feedback is captured in a single log, the Feedback Log. Feedback items will be categorized as either bug, clarification, solution change request, product change request, or enhancement . Once categorized, the feedback is managed and dispositioned accordingly .

Auriga will provide all Client project team members access to the Project Site at all times.

Requirement Traceability Matrix {"RTM") Setup - Auriga will load all the requirements defined in Attachment lA into the Project Site's Requirement Traceability Matrix. The RTM wi ll represent 100% of the requirements that Auriga must fulfill to close the Project. To manage the RTM, there will be:
• Regular internal meetings by the Auriga functional consultant and several Auriga cross-functional experts to analyze all the Client's functional and non-functional requirements to:
17 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A Identify and log questions to discuss during the Business Process Mapping workshops .

Start mapping the requirements specified in the Attachment lA to Masterworks.

Develop the Business Process Mapping (BPM) workshop agendas . • No additional requirements will go in the RTM without an approved Change Order.

The Client will validate that all functional and non-functional requirements defined in Attachment lA are logged in the RTM.

Business Process Mapping Workshops Plan - Auriga will analyze the Cl ient's requirements and develop a proposed plan with the Client for workshops . This plan will include the subject matter experts that need to attend, and each workshop's duration, location, and agenda. For the workshops:
• Auriga will develop a BPM workshop plan and agendas for review by the Client . Auriga will update the plan based on review comments from the Client . Several iterations may be required before a final version is available.
• The Client will be responsible for scheduling the required workshops with the appropriate subject matter experts, including external partners .
• Auriga will conduct the Business Process Mapping workshops to gain additional information and clarify the functional and non-functional requirements . • Additional information required from the Client could include as-is business processes, the Client's business roles, and elaboration on requirements .

Workshops typically are six (6) hours per day and involve multiple SM Es. The number of days (e.g., 5, 10, 15, etc .) required will be based on the scope in the Attachment lA. Workshop sessions ideally need to be hosted at the Client's location. We understand with travel restrictions (e.g., CoVID-19, travel budget, etc .), these workshop sessions may need to be conducted virtually (e.g., Zoom, Microsoft Teams) .

3.5.2 Business Process Mapping
The primary deliverables of the Business Process Mapping phase are Configuration Specifications (CS) approved by the Client . These specifications will contain the details required to fully configure Masterworks to meet the requirements defined in this SOW. The purposes of the Business Process Mapping workshops are to gain additional information on the requirements; map the requirements to the product; map and create the CS's required to configure the system; identify business owners and subject matter experts (SM E's) for each CS so that the project team knows who approves each CS.

The Business Process Mapping phase deliverables include:
• Business Process Mapping Workshops
• Configuration and Technical Specification RACI) Chart • Configuration Specifications
• Technical Integration and Data Migration Specifications for Integration Interfaces and Data Migration
Business Process Mapping Workshops - Auriga shall facilitate workshops with the Client subject matter experts. These workshops aim to validate the solution requirements and analyze existing as-is business processes to understand the critical gaps and bottlenecks in designing the to-be system process.

Information from these sessions shall help Auriga produce:
18 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A • Validated and elaborated functional and non-functional requirements. This may include adding, modifying, and deleting requirements as deemed appropriate by the Client staff. • If changes to the requirements are identified during this phase, Auriga will log the same in the Feedback Log. The Client can review change requests and determine if they want Auriga to initiate the Project Change Request as defined in section 5 - Change Control Process. Alternatively, the change request can be deferred for later consideration in this Project or for a future system enhancement project.
• Draft to-be system processes documented in the Configuration Specifications. • If needed, Auriga will update the RTM with additional information captured during this phase for the requirements.

The Workshops' duration and frequency will be determined in the Project Planning Phase. The Auriga and Client Project Managers will schedule the workshops based on the availability of the Client's team members and alignment to the agreed on project schedule .

Configuration and Technical Specification RACI - Auriga will provide a Configuration and Technical Specification RACI for the solution architecture, listing all the specifications planned along with a RACI grid. Client will fill the RACI grid with the Client's team members' names for each specification . This will provide visibility on the project team members reviewing and approving the specification documents. This document is created at the end of the Business Process Mapping workshops and will be updated with each CS's status as they are drafted, reviewed, and approved.

Configuration Specifications - The Configuration Specification (CS) documents expand upon the solution architecture by defining the detailed mechanisms and approaches to implement the technical and functional requirements. The CS shall include the following:
• To-be system processes flow diagram(s)
• Mockups for screens, reports, and dashboards
• Detailed approval workflow diagram(s)
• Application configurations
• Business rules and validations
• Roles and related permissions
• Email Notifications
• Data Dictionary
• Requirements from the RTM to be addressed in each CS
Once the Configuration Specifications are drafted, Auriga will:
• Plan and facilitate to-be system design sessions with key stakeholders to review and validate the to-be system process design proposed in the Configuration Specifications. • Update and finalize the specification documents based on stakeholder input.

The Configuration Specifications will comply with requirements in the RTM as elaborated in the Business Process Mapping Workshops. The Configuration Specifications will be approved in accordance with section 3.5.8 Deliverables Review and Approval Cycle.

Technical Integration and Data Migration Specifications - These specifications document the integration and data migration requirements. Client and Auriga will jointly develop the specifications by identifying the following:
• Source to target data mapping
19 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A • Data validation rules (if required)
• Data transformation (if required)
• Security requirements
• Interface methods
• Process for interface exception handling (e.g., the Client will identify the source, and Auriga shall identify the target)
The Data Dictionary (for the target) will be developed and be the initial driver, and data from the source systems will be mapped to the target system. If business processes dictate modifications to the target data dictionary, this will be defined in the Technical Integration and Data Migration Specifications. Once the Technical Specifications are drafted, Auriga will:
• Plan and facilitate integration and data migration review sessions with key stakeholders to review and validate the interface and data migration designs proposed in the Technical Specifications. • Update and finalize the specification documents based on stakeholder input • The Integration and Data Migration Specifications will be approved in accordance with section

5.5.8 Deliverables Review and Approval Cycle.

3.5.3 Solution Configuration
Auriga configures Masterworks to meet the Client's functional and non-functional requirements documented in the Requirements Traceability Matrix (RTM) and further detailed in the specifications in the Solution Configuration phase. Auriga delivers the solutions iteratively throughout this phase. Our iteration cadence is three (3) weeks . At the beginning of each iteration, Auriga will identify the requirements to be delivered, configure the solution, and deliver an updated software environment for the Client to review during a sprint review meeting . The intent of the iteration is not to do final system acceptance or testing but to verify the solution design is meeting the requirements as documented in the specification documents. If any updates are warranted (e.g., a bug identified or missed requirement, etc.), they will be registered in the Sprint Feedback Log and planned for delivery in future iterations . If a new requirement is identified during an iteration, it will be logged in the Feedback Log and follow the project change control process as defined in section 5 - Change Control Process. Auriga will continue to iterate through the solution configuration phase according to the project schedule, with the configuration of requirements (as specified in the approved specification documents) mapped to specific sprints .

The Configuration Phase deliverables include:
• Configured Solution
• Updated Feedback Log
Auriga delivers the solution in iterations so that users can validate functionality as the Project progresses and provide feedback. The Sprints are delivered every three (3) weeks and will be scheduled for review by SM Es and the Client's project team. All feedback can be logged in the Feedback Log by the Auriga or Client team. Feedback items are analyzed and then classified by the Auriga functional consultant as either a bug, clarification, product enhancement request, solution change request, or scope change . The classifications are defined as follows:
• Bug - Solution configuration is not functioning per approved specifications or out-of-the-box functions.
• Clarification -A response from Auriga to the Client is required to close the feedback. 20 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A • Product Enhancement Request - The Client requests changes/enhancements to the Masterworks product. Professional Services cannot make product enhancement changes.

However, feedback will be passed onto the Product Development Team and logged into the Masterworks Idea Portal for consideration in the Masterworks Product Roadmap. • Solution Change Request - The Client requests Auriga to change a previously approved solution configuration specification . Solution Change Request items will be logged in the Feedback Log and processed per the project change control process defined in section 5 - Change Control Process. • Scope Change - The Client requests new requirements or changes not defined in the Attachment lA. The new requirements are not part of the original Attachment lA, and the change items will be logged in the Feedback Log and processed per the project change control process defined in section 7 - Change Control Process.

3.5.4 Solution Testing
The Client's solution will go through multiple rounds of testing as part of quality assurance and quality controls before moving into production . Auriga, along with the Client, will perform:
• User Acceptance Testing (UAT)
• System Integration Testing (SIT)
• Data Migration Testing (DMT)
Auriga does multiple rounds of testing before deploying the system to the Client for testing. The Client will perform User Acceptance Testing (UAT), System Integration Testing, and Data Migration Testing (DMT). The Solution Testing phase concludes with the Client's approval to move the system to production .

The Solution Testing Phase deliverables include:
• Updated Feedback Log
• User Acceptance Testing (UAT) Environment and Results • Data Migration Testing (DMT) Environment and Results
The UAT detail is in section 3.5.4.1 User Acceptance Testing (UAT) Environment and Results. The SIT and DMT testing deliverables are provided in the Attachment lA (if applicable).

3.5.4.1 User Acceptance Testing {UAT) Environment and Results - Auriga, with inputs from Client SMEs, will create UAT test cases to be executed during the UAT. This will include the UAT requirements, frequency, and acceptance criteria for promotion to Production . • The Client, with support from Auriga, will perform User Acceptance Testing in preparation for going live . UAT is dedicated sessions where all participants are available in a single room (i.e., Physical or Virtual) and perform end -to-end testing of the business processes and flows.
• Support from Auriga during UAT includes Auriga staff being available during the UAT sessions with the participants. During the testing, UAT participants can consult an Auriga functional consultant for questions and clarification as soon as they arise. Additionally, the Client's process champions will be available in the UAT sessions to answer business process questions that the participants may have.
• The goal of UAT is to verify that all functional and non-functional requirements are met as defined in the configuration and technical specifications • Participants will submit their feedback only through the project Feedback Log. 21 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A • Auriga will review the feedback periodically and fill out the triaging-related fields. • Client and Auriga will jointly prioritize the UAT feedback items before the conclusion of the UAT.

3.5.5 Training
Auriga recognizes the need for solid user training to support effective solution adoption . Auriga's training approach provides a framework using effective methods and best practices for initial and sustainable training. Early engagement of key users, training geared towards different learners . Auriga's training approach incorporates the best practices learned while delivering the Auriga Masterworks solution to its diverse client base.

This section describes Auriga's training approach and available courses used to train Clients in their Masterworks configured environment. Auriga can provide a full suite of training that can be tailored to each Client's short-term and long-term business needs. Auriga strongly recommends that each Client identify a core group of experts/trainers to manage their ongoing training needs. The value of this approach is that these experts/trainers can provide long-term training support for new users and act as champions in promoting the system's adoption for the rest of the users. To build on their knowledge as trainers, they typically deliver end-user training to the end-users, with Auriga providing support .

Auriga can provide the following training courses:
• Masterworks Overview- The training is designed to provide the Client core team with a Masterworks (base system) overview in multiple sessions on the system capabilities during the Business Process Mapping (8PM) phase. Training will be conducted in short, informal, demo-style walkthrough sessions.
• System Administrator Training - The training is designed to train the IT/admin staff on system maintenance activities. Participants will be trained to manage the system's user accounts, roles and permissions, and other security settings configured for the Client . Participants will also be trained to perform basic system configurations such as creating dashboards, configuring, and maintaining Library data .
• Train-the-Trainer Training- The training is designed to train key users identified by the Client on the system functionality . This enables these Trainers to train the Clients users for their long -term training needs.
• End User Training - The training is designed to have Auriga deliver all end-user training. This is typically utilized when a client does not have the resources to provide training by their designated trainers.
• Process Specific Training- The training is designed when the Client requires a specific training course for in-house built processes. Auriga will work with the Client to develop the course syllabus and materials .

The Attachment lA will provide the specific training approach, courses, materials, delivery approach, and any additional training detail.

3.5.5.1 Training Materials
Auriga will provide the training and Help documentation for all Clients. The following training materials can be provided with our implementations:
22 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A • Training Deck - MS PowerPoint deck for the System Administrator, Train-the-Trainer, and End User courses. The training decks will be provided electronically to the Client. • Participants Guide -A MS Word document with hands-on activities for the trainees to be utilized during the training course.
• Instructors Guides-A MS Word document with overview instructions on how to use the material along with the Training Environment to deliver training. • Online Help - Online Help file accessible in Masterworks. The Help file provides guidance and standard product instructions and flow. As an additional service, Auriga can provide an Online Help file specific to a Clients processes.

3.5.5.2 Training Delivery
Auriga understands that successful training delivery is key to proper preparation and knowledge transfer to all Client users. The delivery and execution of training are constant throughout the project life cycle.

This strategy involves key Clients personally throughout the Project (e.g., BPM sessions, sprint testing, UAT, etc.) to be engaged, trained, and help with the ongoing training of users. To accomplish this, Auriga recommends the following:
• The Client makes all efforts to identify Client trainers and involve them early on, beginning with the solution configuration phase and solution testing phase, which will help them get accustomed to the new system incrementally.
• All identified Client trainers must participate in UATtesting to accustom themselves to the system. • Training can be provided on line or onsite, based upon the agreed upon requirements and scope.

If training is to be delivered online, it will be delivered virtually (online) using MS Teams or Zoom. The Client will need to provide their participants access to computers/laptops with requisite internet connectivity and browsers.
• The Client must ensure the availability for users to attend all scheduled training courses based upon the training schedule defined by the Client and Auriga Project Managers. • Client SME/Business Owner must be present during the TTT delivery by Auriga to respond to business process-related questions by participants.
• On request, Auriga can record and share the virtual training sessions delivered by Auriga. • Auriga will provide soft copies of all the training materials. If required, the Client will be responsible for printing required hard copies and distributing them to participants. • The Client may deliver any additional training using the training materials provided by Auriga or modify the training materials to include Client-specific information before delivering the end-user training.
• Auriga will support all Client Trainers for a period of up to ten (10) days post Train-the-Trainer training.
• The Client has access via email/phone to Auriga training staff until the Client has delivered one (1) class of each course to their end-users or for up to sixty (60) business days after the TTT training is delivered by Auriga, whichever is earlier.

The project team will provide the Client with a project schedule that will identify all training sessions (e.g., preparation, material development, courses, etc.).
23 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A

3.5.6 End-User Deployment and Go-Live
This phase is the planning for production deployment/go-live . The primary activity is deployment readiness, communication planning, and post-deployment smoke testing . This document is collaboratively developed where:
• Auriga is responsible for the components associated with the technical deployment of Masterworks
• The Client is responsible for components related to processes, procedures, and legacy applications .
• Auriga and the Client will have joint ownership of some items . These are noted in the Deployment Plan section below .

Deployment Plan - The deployment plan will include the following to ensure the deployment is planned well ahead and prepare everyone to deploy Masterworks successfully .

1. Aurigo Responsibility
a. The strategy for the deployment of the solution to Production . b. The strategy for migrating the legacy data; will include a cutover plan and cutover date aligned with the go-live date
c. Contingency and roll-back plan if deployment is unsuccessful

2. Client Responsibility
a. Strategy for sunsetting identified existing systems , if any; will include a cutover plan with a cutover date for each system
b. Strategy for discontinuing existing Client's processes no longer valid c. Strategy to update the Agency's existing SOPs, if required, for better user adoption d. Anticipated downtime with user impact during deployment e. User and service desk communication plan

3. Joint Responsibility
a. A Smoke test plan that includes steps to verify the deployed solution is functioning correctly in the production environment
b. Criteria for approving production deployment (Go/ No Go Decision) c. Final deployment approval steps
d. Deployment activities with duration, resources required, and their necessary skills.

Deployment Plan review and acceptance by the Client before the production release . Auriga will update the plan based on review comments from the Client .

Post Go-Live Support Plan - Auriga will create and deliver a post Go-Live support plan . Auriga will obtain Client approval of this plan no later than thirty (30) business days before the first scheduled Go-Live date .

The post Go-Live support plan will:
• Identify the tasks and roles required to support the application during the Go-Live and post Go- Live periods .
• Outline the escalation prioritization and incident resolution process . • Identify Client staff who will be assigned to the support roles • Set the qualifications and performance standards for Client personnel who perform the support roles .
• Appoint a contact person that the key Client users must consult when escalating issues. 24 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A Post Go-Live Support Plan review and acceptance by the Client are required before the first production release

3.5.7 Project Closeout, Final Acceptance, and Transition to Support This is the final phase to close out the Project and transition the Client to Auriga Support. The project closeout includes the following:
• Contract Closeout
o Verification all expected deliverables have been received o Verification all requirements have been met and closed o All final deliverables are updated , cataloged , and delivered to the Client . • Transition the Client to Auriga Support
o Introduce the Client to Support personnel
o Review SLA
o Train the Client System Administrator on how to log, monitor, and review production issues on the Auriga Customer Support Portal
• Obtain Final Acceptance sign-off from the Client
• Project Financial Closeout
o Final Professional Services invoice processed

3.5.8 Project Management Deliverables
Numerous ongoing updates throughout the project life cycle will be managed and delivered by the Auriga project team:
• Project Schedule - The Project Schedule will be updated weekly to reflect changes and actual progress .
• Risk and Issue Management - Auriga shall identify, escalate, analyze, and manage risks that jeopardize achieving milestones . The Client shall assist in the mitigation and remediation of project risks and issues in good faith . This includes:
o Prioritize risks and issues based on probability and impact . o Assign appropriate parties to action risks and issues. o Develop risk mitigation and remediation strategies .
• Requirements Traceability Matrix (RTM) - Auriga will log and track each functional and non functional requirement in the RTM. The RTM will be updated continuously as the items progress from requirements to specification to Sprint to test cases to final disposition .

Meetings are typically after each ACM phase (e.g., Project Planning, BPM, etc .) or at logical milestones. The Auriga and Client Project Managers will agree on the frequency and schedule .

Disposition of all requirements represents that Auriga has concluded all actions on the requirement to the Client's satisfaction, and the Project can move to Closeout. Requirement dispositions will include either:
o Accepted: Meaning the requirement has been completed and accepted by the Client . o Canceled: The Client decided the requirement is no longer applicable for whatever reason and is canceling the requirement . Auriga will take no action on canceled requirements .
• Weekly Status Meeting - Auriga will communicate a weekly status of project progress, risks, issues, and Change Orders. The Weekly Status Report may include any of the following:
o Status of project health (requirements, budget, schedule). 25 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A o Status of work completed against the project tasks.
o Projected/actual completion dates compared to approved baseline key milestone dates.
o Recovery plan for all work activities not tracking to the baseline schedule . o Key activities completed or milestones achieved .
o Key Activities Planned for the next reporting period . o The Client's responsibilities for the next reporting period . o Status on escalated risks and issues (including schedule and budget), requiring collaborative resolution.
o Disposition of escalated or critical issues and risks. o Status on change requests.
o Important decisions have been made and still need to be answered. o Record and status on action items.

In addition, the Client shall conduct weekly program status meetings, and both the Client and Auriga will provide the necessary supporting documents fo r effective communication and discussion . The Client Project Manager, and Auriga Project Manager, will review and agree on all project status reports . If there is a discrepancy between the project managers, the Status Report will clearly identify the discrepancy.

3.5.9 Deliverables Review and Approval Cycle
There is a standard process and timeline for reviewing and approving the project deliverables .

Project deliverables include, but are not limited to, the following:
• Documentation deliverables, such as plans, requirements, or specifications • Payment milestones
• Test results or other documentation of work performed • Software and Software Configurations
Following the date of submission and any deliverable, the standard duration for the Client will be within five (5) business days to provide acceptance of the deliverable or written feedback, including reasonably detailed explanations as to why the document does not meet acceptance criteria . The Attachment lA includes the actual agreed upon review and approval duration timeframes in section 4.4 Deliverable Review and Approval Timeframes.

Any response provided to Auriga must be comprehensive, setting out in appropriate detail:
• Any amendments that the Client proposes should be made to the relevant Deliverable; and
• Why the Client believes those amendments are necessary. The Client may not withhold approval of deliverables or payment milestones absent detailed feedback nor in any other way unreasonably withhold such approval.

If the Client fails to provide detailed written feedback in relation to the relevant Deliverable within the timeframe specified, the Deliverable is deemed to be accepted by the Client . For any Software and Software Configuration deliverables, review and acceptance are achieved by the Solution Testing processes and the Project Closeout process. If acceptance testing demonstrates that the solution complies with approved Configuration, Integration, and Migration specifications, and no 26 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A severity 1 or 2 bugs (as defined in section 8.3 Issue Severity) remain unresolved, the Client will promptly provide acceptance of the Solution Testing deliverable .

The Client may not withhold approval of Solution Testing deliverables based on outstanding feedback classified as clarification, solution change request, product change request, or enhancement, or otherwise unreasonably withhold approval. The Client and Auriga will disposition any Severity 3 or 4 bugs. These will be resolved on a mutually-agreed schedule, including the delivery of some fixes after Project Go-Live. 27 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A 4 Customer Success
Auriga provides world-class support to all its clients from its in-house team based in Auriga's corporate headquarters in Austin, Texas. The CSS will work with the Client's IT personnel to identify, triage, troubleshoot, and resolve issues as they come in. The Customer Success team is introduced to the client team during the implementation to ensure knowledge transfer and seamless continuity post implementation.

Auriga's Customer Success team can be reached during support hours via telephone or 24x7x365 via email or the web portal. Regardless of how questions or issues are submitted to Auriga, all items will be tracked through Auriga's ticketing system . The ticketing system will provide the up-to-the-minute status of issue resolution. All Masterworks installations include Auriga's Silver Support plan . The Client has the option to select a higher support level that meets its needs. Below is a comparison chart for the different support plans available:
24x7x365 Outage Support
Phone, Email, Web Support Channels
Saas Software Support Standard
Silver (Std.) Gold Platinum
•••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• ··································O ······································ ······································6 ······························· .. •• ····································O ··························· General Support Hours
Solution Support Warranty Period
Quarterly Business Reviews
1 on 1 How To Admin Sessions
Executive Visioning Session
8 AM - 5 PM Customer Local Time
30 Calendar Days Post Prod Go-Live
No
No
No
8 AM - 5:30 PM Customer local Time
45 Calendar Days Post Prod Go-Live
Yes
No
Yes - Every 2 Years
8 AM - 6 PM Customer Local Time
60 calendar Days Post Prod Go-Live
Yes
Yes
Yes - Annually
-------- +------------ --1------------ -1 --- -Environments Availability Application Uptime
2 - Prod Copy, UAT
---+---

99.5%
3 - Prod Copy, UAT, Training 4 - Prod Copy, UAT, Training, SIT - -1-- - -+--
99•7% 99.9%
-------- +------------ --1---------

RPO /RTO
Backup Retention
Disaster Recovery - Guarantee
Incident Severity 1
Response/
►
Severity 2
Recovery Severity 3
nmes Severity 4
24 Hours/ 4 Hours
3 Months
48 Hours
1 Hour/ 4 Hours
4 Business Hours/ 2 Business Days
1 Business Day/ 7 Business Days
1 Business Day/ 90 Business days
5 Change Control Process
4 Hours/ 3 Hours 2 Hours / 2 Hours
6 Months 12 Months
---1---
36 Hours
45 Min./ 3 Hours
3 Business Hours/ 2 Business Days
6 Business Hours/ 7 Business Days
1 Business Day/ 45 Business days
12 Hours
30 Min./ 2 Hours
2 Business Hours/ 2 Business Days
4 Business Hours/ 7 Business Days
4 Business Hours/ 30 Business days
This Change Control Plan establishes how the project team will manage scope, schedule, or budget changes in the implementation project . A change is a deviation from the agreed scope, schedule, or budget that, if it occurs, could have a positive or negative effect on the objectives of the Project . The overall goal of the Change Control Process is to ensure project success. The intended audience of this document is the project core team and project sponsors .

5.1 Purpose
As changes to scope, schedule, or budget arise during project execution, it is important to follow a disciplined change control process to ensure agreement on the following:
• Required adjustments to schedule and/or cost
28 Statement of Work: Schedule A- Product and Services Approach • Business/ Project impact
• Adherence to contractual scope
The Change Control Process aims to proactively manage
changes to project scope, schedule, and cost . Change
control does not mean changes are not allowed but
instead ensures any actions needed are considered and
agreed upon .

Cost of Getting it Right
It is the responsibility of all project team members to identify and escalate potential Change Requests through their project managers.

5.2 Change Control Board
Ma)or lnUuence
PliiMlnq
Attachment 5 to Exhibit A
Declining Influence Less Influence
Schem•tlc 0.slqn Construction Construction
Dtshan DIW!opm.-nt Documtnts
The Change Control Board (CCB) is a team of project stakeholders who make decisions regarding whether proposed Change Requests should be implemented. The CCB is made up of members of the Project Steering Committee. The CCB conducts negotiations through a series of review meetings to evaluate what would be involved in executing the proposed change and how it fits in the contracted statement of work .

There are three stages in a CCB negotiation:
(a) The CCB agrees on whether a Change Request is indeed a change:
i. If Yes, the change is not within the contracted SOW and will require a Change Order . ii. If No, the change is within the contracted SOW, and a Change Order will not be required . (b) Feasibility Analysis: The CCB identifies if the proposed Change Request is feasible and what required level of effort.
(c) Implementation Decision: The Client determines whether to implement the change or defer to a later time

5.3 Change Order Document
A Change Order document is created after the CCB approves a Change Request and determines when to implement the change. The purpose of the Change Order document is:
(a) To clearly define the approved Change Request
(b) To clearly define the impacts on cost and schedule
(c) To document the Client's approval to proceed with making the change 29 Statement of Work: Schedule A- Product and Services Approach Change Control Process
Auriga or the Client may initiate
Change Requests whenever a
perceived need to change will affect
the contracted work, schedules,
solution functionality, or cost .

The process for initiating, reviewing,
and approving a Change Request is
as below:
(a) Any potential need for
Change Control Process
How it is done: Process
Identify
feedback
item
Log item
into
Feedback
Log
legend:

Negotiate
potential
change
items
111111111111! Aurigo PM or BA
c::::::::J Change Control Board
c::::::::J Customer, PM, or BA
- Customer
Decision:
1) Change
Order
2) Nola
change
3) Defer
Attachment 5 to Exhibit A
change is escalated to the Project Managers and entered into the Feedback log as a change request .
(b) The Client and Auriga Project Managers collaboratively review each change and determine if a Change Request is valid:
i. If Yes, the Change Request is ready for impact assessment. ii. If No, the Change Request status is changed to "Deferred," and the reasons for the deferment are entered into the comments.
iii. The project core team will complete an impact assessment for the validated Change Request and provide estimates for the effort required to implement the change. Impact assessments, effort estimates, and all required information for validated Change Requests must be completed before a Change Control Board (CCB) review . The status of validated Change Requests is set to "Ready for Review." (c) The CCB will review each "Ready to Review" Change Request and decide on how to proceed:
i. Approved - The status of the Change Request Item is set to "Approved" in the Feedback Log. The project managers will create a formal Change Order that needs to be signed by the Project Sponsor .
ii. Rejected - The status of the Change Request Item is set to "Rejected" in the Feedback Log. The associated section in the Log is updated with appropriate comments for record keeping purposes.
iii. Defer - The status of the Change Request Item is set to "Defer" in the feedback log. The associated section in the Log is updated with appropriate comments for record-keeping purposes .
(d) Approved Change Requests (i.e., approved scope) are added to the Requirements Traceability Matrix, and the signed Change Order document number is included for reference. (e) Any impacted project documents (project schedule, payment milestones, etc.) will be updated based on the details of the signed Change Order .

Note: Emergency change requests requiring immediate processing will follow the same process .

However, the process will be expedited by the project managers .

5.4 Change Control Process Metrics
(a) Approved change requests will be tracked and managed in the "Feedback Log" located on the Project Site.
(b) Any project team member can fi ll out a potential change request in the "Feedback Log." 30 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A (c) Project Managers are responsible for gathering details and reviewing each change request to ensure it is valid, complete, and ready for Change Control Board (CCB) review . (d) A request for a change in services must be in writing. Both the Client and Auriga can request changes. Change Requests can include changes in project plans, scope, specifications, schedule, designs, requirements, service, software environment, or any other contracted work deliverable . (e) Neither party is obligated to perform a task related to a change in schedule, scope, cost, or contractual obligation until both parties agree to the change in writing in an approved Change Order .
(f) An approved Change Order is required before any work associated with a Change Request will be performed .
6 Technology and Security Overview
Auriga's flagship product, Auriga Masterworks Cloud (Masterworks), is a Software-as-a -Service (Saas) offering that helps government agencies and facility owners automate their entire project management, portfolio planning, fund management, and contract management lifecycles . Auriga develops and produces all its software and owns all its Intellectual Property . Auriga's intellectual property is built from the ground up rather than through piecemeal asset acquisitions from multiple companies, which means Auriga's product roadmaps and future upgrades are not subject to drastic changes. This poses the least risk for a government agency's or facility owner's technology investment decision . Masterworks can easily integrate with client systems utilizing our Open API and pre-built integrations with DocuSign and ESRI ArcGIS.

Hosting Environment
Auriga is hosted on public cloud infrastructure from Amazon Web Services (AWS). AWS provides industry leading infrastructure and platform-level security . (You can read further about AWS security at aws.amazon .com/security/ and AWS compliance at aws.amazon.com/compliance .) Each client-facing production environment is hosted in a highly secure VPC (Virtual Private Cloud), which can be accessed only through a secure VPN tunnel for administrative access. For increased security, login to servers hosting each Client's Masterworks Cloud solution is accessible only from a jump server in a specific subnet in the production VPC. All client-facing, non-production environments such as SIT, UAT, and Training are hosted in separate VPC with their security stack and controls . DEV and TEST environments are hosted on a dedicated secure VPC on AWS. All these VPCs have separate firewalls with only required ports open . Each VPC has multiple subnets with its security controls. To ensure security, subnets hosting client data cannot be accessed from the Internet .

Network
The Masterworks Cloud network is designed to ensure world -class security, performance, and reliability .

Our clients depend on Masterworks to ensure their data is secure and readily accessible. To ensure this level of availability, redundancy is built into every piece of our network. Below is an overview of the network.
31 Statement of Work: Schedule A- Product and Services Approach Web Application
Fa"ew all CWAF )
t
TLS '1 .2 e
Int rn Gateway
Oatacenter A/Subnet X
plication
raffic
,. ___________ Public Subnet _

IDS/IPS
1 App& Infra
: Monitoring
Security Group
Masterworks
WebServer
Application Load Balancer o---__ - 0-,.,- c,-ot-., A- 1- 5"-00-,.-Y - _ -_ _ - _- _- _---~P™~at~, s~" .-"'~' ~ B II
TLSV 1.2 Only on Serve
End to End Encryption
...,..___.. MSSQL TCP:1433 TlSl .2 Authenticated En tion ...,.._____.. HTTPS TCP:443 TlSl .2 Authen ticated En tlon Security
Security Group
~ 1:1
l~ S t~ e SSRS
p & Infra Primary : MSSOL
Monitoring DB Server :
_ Oatactmter B I ~ttbne!Z ______ _
Securi Grou
~ 1:1 IDS/IPS SQLServer
~ ~ e
App & lnfra Secondary
Monitorir19 DB Server
SSRS
: MSSQL
---------------------
Network ACL
Firewall
Private Subnet
Netwo rk ACL
Firewall
Attachment 5 to Exhibit A
Database I Reporting
Traffic
Private Subnet
SOL HA Listener
ADON S
Resolution
Auriga is committed to providing its Clients with a highly secure and reliable environment. This includes maintaining the confidentiality of Clients' information and ensuring that Clients' information is available when needed. To achieve this, we use proven best-in-class security tools, technologies, practices, and procedures.
• The Masterworks sites are only accessible over HTTPS. Traffic over HTTPS is encrypted and is protected from interception by unauthorized third parties. Auriga follows current best practices for security, including the use of strong encryption algorithms. In essence, all client data is encrypted in transit and at rest.
• Auriga also uses secure protocols for communication with third-party systems. • Auriga uses a multi -tier architecture segregating internal application systems from the public Internet. Public traffic to the website passes through a Web Application Firewall (WAF). Only filtered traffic is routed to internal systems running on private subnets. All network access, both within the data center and between the data center and outside services, is restricted by firewall and routing rules. Network access is recorded into a centralized, secure logging system. • Auriga has deployed industry-leading solutions for intrusion detection, intrusion prevention, and log monitoring. In addition, periodic Qualys security scans are leveraged to identify emerging vulnerabilities. Corrective actions follow immediately to neutralize any threats identified. Auriga uses managed security services by Secureworks (#1 managed security company) to monitor the cloud infrastructure 24/7.
• Auriga uses the NewRelic monitoring tool for monitoring all clients' applications and backend production servers. NewRelic supports monitoring the end -user application response time and 32 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A highlights any application-related errors noticed by clients in the application. All data will be captured by the monitoring service on a secured connection, and alerts will be sent to the Auriga Cloud Operations team in case any compute, memory, or network capacity utilization crosses the defined thresholds.
• Auriga recognizes that our clients expect the highest security possible while working on their data. That's why we provide SHA-256 with RSA encryption when transmitting sensitive information, similar to banking sites.

Compliance
Auriga serves many clients in the public sector, and compliance is mandated for the majority of our clients .

Our clients are provided the most comprehensive compliance controls with our standards and compliance certifications in addition to those provided by our hosting platform, AWS. • SOC 2 Type 2 (SSAE 18) certified - Auriga has completed a Service Organization Controls 2 (SOC 2) Type 2 audit with a third-party evaluator certified by The American Institute of CPAs (AICPA).

This audit uses the Trust Services Principles, published by the AICPA, to evaluate the effectiveness of a service organization's controls for security, availability, processing integrity, online privacy, and confidentiality .
• NIST 800-53 (Rev. 4) Moderate Baseline compliant - Auriga Masterworks Cloud and Auriga Essentials systems are NIST 800-53 Moderate (Rev. 4) baseline compliant. • FedRAMP Ready - Auriga Masterworks Cloud and Auriga Essentials have been designated with FedRAMP Ready status . This government -wide compliance program provides a standardized approach to security assessment, authorization, and continuous monitoring for cloud products and services .
• StateRAMP Ready - Auriga Masterworks Cloud and Auriga Essentials have been designated with StateRAMP Ready status. Auriga is one of the first 24 companies to be designated with this state wide compliance program to standardize the approach of cybersecurity standards required by service providers .
• ISO 22301:2019 Certified - Auriga has completed ISO 22301:2019, Security and resilience - Business continuity management systems certification. ISO 22301:2019 is a management system standard published by International Organization for Standardization that specifies requirements to plan, establish, implement, operate, monitor, review, maintain, and continually improve a documented Business continuity management system .

Compliance
Auriga has a well-formulated Business Continuity and Disaster Recovery Plan, which approaches disaster recovery on three fronts. First, solution architecture has built-in redundancies at multiple levels to protect against failures. Second, we have well -documented disaster scenarios and recovery procedures on which administrative staff is trained. Third, we perform periodic testing of disaster scenarios to prepare staff, identify gaps, and implement resolutions.

Our clients are entitled to expect that we do everything possible to ensure minimum disruption to our operations and the del ivery of products . Auriga has a BCM Program that results in interlocking plans and arrangements to ensure the best response to any disruptive incident . These plans and arrangements are part of Auriga's Business Continuity Management System (BCMS), which follows the requirements of ISO 22301:2019 security and resilience - business continuity management systems. 33 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A In the event of a major disaster, priority will be placed upon the safety and welfare of our staff and visitors above the restoration of business processes. While the two are not mutually exclusive, management focus and resources will be diverted, where necessary, from business process recovery actions to ensuring safety and welfare. This policy adheres to the organization's applicable legal, regulatory, and contractual requirements. The BCMS will be continually improved based on the lessons learned, by exercises, any incidents, and periodic internal audits.

Auriga backs up our cloud application daily using AWS EC2 (Elastic Compute Cloud) and AWS Lambda .

Using this approach, full machine backups are created daily, called AMI (Amazon Machine Image). In the event of a disaster, Auriga can either spin up the whole machine using this AMI or just take the required EBS (Elastic Block Storage) volume (disk) snapshot, which gets created along with the AMI and attach it as a volume to a new machine. The backups' health is tested quarterly to ensure restore procedures are current and backups can be relied upon if a restore is required . The backups are stored in multiple data centers to ensure off-site storage.
7 Acceptance Criteria
7 .1 Payment Milestone Acceptance Email Template
Hi <Custo mer Project Manage r>,
As reviewed, I have included the payment m ilestones for <Month, Year> for you r approva l.

I w ill send this to my Finance team to generate the invoice post your approva l.

Payment Mil estones Quantity Rate Amount
<Payment Milestone Name> <S>
Total <$>
Regards,
<Auriga Project Manager >

7.2 Final Acceptance and Close Out
The Acceptance Criteria for the Services for Client provided by Auriga will be documented as part of the project lifecycle. A sample Project Acceptance and Sign-off form is attached on the following page.

Project Acceptance and Sign-off
I Project Name:
34 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A This Document is Issued by:

Project Start Date:

Project End Date:

The project outcome has been measured against its acceptance criteria and has been formally accepted on behalf of the Client.

Unless otherwise noted, the Project may now be closed.

Additional Comments related to the Client's Acceptance:

Key Metrics Achieved:

Key Lessons Learned {list, if any):

Project Acceptance Sign-off
Role Name Date Signature
Project Sponsor
Project Manager
Vendor Project Manager

7.3 Project Closeout Process
This is the final phase to close out the Project and transition the Client to Auriga Support. Project closeout includes:
• Contract Closeout.
o Verification all expected deliverables have been received o Verification all requirements have been met and closed • Project Financial Closeout - Verify final Professional Services project invoice has been processed • Transition the Client to Auriga Support
o Introduce the Client to Support personnel
35 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A o Review SLA
o Train the Client System Administrator on how to log, monitor, and review production issues in the Auriga Customer Support Portal
• Obtain Final Acceptance sign-off from the Client
o The acceptance criteria for Project closeout are:
• RTM items closed
• The Client Final Acceptance sign-off
• Final Professional Services invoice processed
• Transition to Auriga Production Support
• All final deliverables updated, cataloged, and delivered to the Client in final form 8 Appendix - Sample Product Documents and Other

8.1 Test Case Template
Auriga Connected Methods (ACM) has defined standard forms and templates. Below is a snapshot of the test case template to author UATtest cases. UAT participants will use the test cases to do User Acceptance Testing .

Scope ID Category Scope Description Specification Document Name <Scope ID from <Scope Category from the SOW. For example: Project <Scope ID Description from t he SOW> <Specification Document Name where th is t he SOW that t his Management, Fund Obligation, Integratio n, etc.> Scope ID was impleme nted> test case
corresponds to>
Test Case Name/ Description: <Test Case# and Short Name> <Test Case Description> <list all th e pre-requisites before t his test case ca n be executed. For example, a previous test case that must be executed before this test case> Perquisit es:

Associated Form Names <List all the Masterworks forms that are impacted/used in this test case> <Test Case # and Short Name >
Pass(P)/
Step# Role Action Expected Resu It Fail(F) Error Description Defect# <Step 1 description. For examp le: <Expected Result for Step 1. For exam pie: A <Pass if actual <If test case Click on 'New ' to crea te a new detai ls form is disp laye d t o enter detaile d result is same <List errors failed, enter record> informa t ion> as the encounte red while corresponding <Test Case #>.01 expected executing th is test case <List of all the roles Defect # from t he result, else step> w ho can perform this Fail> Feedback Log>
<Test Case #>.02 t est case step> <Step 2 description> <Expected Result for Step 2> <Step 3 description> <Expected Result for Step 3>
<Test Case #>.03
36 Statement of Work : Schedule A- Product and Services Approach

8.2 Feedback Log
Auriga Connected Methods (ACM) has defined
standard forms and templates . Below is the
Feedback Log form snapshot to manage feedback
throughout the project life cycle. The Feedback
Log will be part of the project SharePoint site.
37 :;; Sh.arcPoin1
~ 13
""""'
Attachment 5 to Exhibit A
•
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Bo.ninn,Proc~n
fro,nSpfonl
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Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A

8.3 Issue Severity
Product issues/defects may arise during the implementation that need to be resolved. Auriga commits to responding to identified issue requests based upon the severity level in a timely manner. If the issue is because of a bug, a fix may take longer depending on the nature of the bug. The time to fix will be bug specific, and an estimate will be provided to the Client. In such cases, Auriga will provide a workaround or advisory instructions (such as when the fix would be released in Production). Below is the severity levels and their description:

A severe failure such as a system crash, data loss or corruption that is irreversible, failed function is unusable (unable to save the form), and there is no workaround. Users cannot use the system anymore due to the failure.
(or)
Some workaround or alternative way to use the system (though temporary in nature).

Severity 2 The bug does not result in the termination but causes the system to produce incorrect, incomplete, or inconsistent results (e.g., UI inconsistency).

Severity 3 The bug that does not result in the termination and does not damage the system's usability and the desired results can be easily obtained by working around the defects.

Severity 4 The bug that is related to the enhancement of the system where the changes are related to the look and feel of the application.

8.4 Standard Meetings
See the below table for the types of meetings and the person responsible for creating the meeting minutes. Meetings are just one of the communication mechanisms that will be used in this implementation. A detailed Communications Management Plan will be provided during the Project Initiation Stage.

Meeting Type Objective Frequency Audience Meeting
Minutes
Project Kick-off Introduce the Project and Once Project Sponsors, Client PM Meeting project team to all the Project Team
stakeholders. Review project
objectives and management
approach.

Project Status Review the status of the Weekly to Project Managers, Auriga PM Meeting Project with the project PM start, upon Project Team team. mutual
agreement,
may shift to
bi-weekly
Project Managers Review critical project Weekly Project Managers, Auriga PM Meeting activities and City's resource Project Leadership participation expectations, team (Optional)
schedule and needed
38 Statement of Work: Schedule A- Product and Services Approach Attachment 5 to Exhibit A Meeting Type Objective Frequency Audience Meeting
Minutes
discussions/meetings for the
next 2-4 weeks, Risks, Action
Items, Issues, and Decisions
(RAID) review
Project Status Report the status of the Bi-weekly Project Managers Auriga PM Project, including activities,
progress, risks, issues, and
key decisions
Business Process Develop an understanding of Multiple Subject Matter Auriga BA Mapping sessions the current and To-Be sessions Experts processes and changes to the within the Auriga BA/Solution software . BPM Stage Architect
PM Team
Steering Provide updates on Monthly Project Sponsors, City PM Committee milestones, scope, budget, Steering Committee Meeting (with key deliverables, risks/issues Members
Auriga & key decisions.
attendance)
Client internal Discuss streamlining and As required SMEs, Client BA, Client BA process meetings unification of business Client PM
process amongst
departments and/or divisions
Document the AS-IS process
39 Executed as of the day and year first above stated.

CITY OF SACRAMENTO
A Municipal Corporation
By: _____________ _
Print name: ------------
Title: --------------
For: Howard Chan, City Manager
APPROVED AS TO FORM:
~
Title: Sr. Dep. City Attorney
ATTEST:

City Clerk
Form Approved by City Attorney 2-14-2017

CONTRACTOR
Auriga

NAME OF FIRM
By: ~
Print name: kevin koenig
Title: Vice President
AURIG-1 OPID· El
ACORD " CERTIFICATE OF LIABILITY INSURANCE I

DATE (MM/DD/YYYY)
~ 03/28/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer riahts to the certificate holder in lieu of such endorsement(sl.

PRODUCER 631-669-3434 22AAI~cT Kevin P. Regan
Re~an Agency, Inc. rtgN:o , Ext): 631-669-3434 I rUc, No):631-669-3035 46 Deer Park Ave Babylon, NY 11702 E-MAIL
Regan Agency, Inc. ADDRESS:

INSURER{Sl AFFORDING COVERAGE NAIC#
INSURER A: Vallev For~e Insurance Companv 20508
INSURED INSURER B: Continental Casualty Company 20443
Aurigo Software Technoloii ·es, Inc. INSURER c : Beazley Insurance Company 524210 8310-2 N. Capital of Texas wy Prominent Point II, Suite 100 INSURER D: Austin, TX 78731 INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER· REVISION NUMBER·

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR TYPE OF INSURANCE ~DDL SUBR POLICY NUMBER POLICY EFF .f.9LICY EXP LIMITS ITR loucn ""'" A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 ~
□ CLAIMS-MADE [K] OCCUR s~~~~H9E~~~J.;;~ence\ 300,000 X 4017351353 03/25/2024 03/25/2025 $ X 0 deductible MED EXP (Anv one person) $ 10,000
X EMP Dishonesty 4017351353 $1,000,000 03/25/2024 03/25/2025 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 ~
[K] PRO- DLoc 4,000,000 POLICY JECT PRODUCTS - COMP/OP AGG $ OTHER: $
A ~TOMOBILE LIABILITY ?E~~~~~~~llNGLE LIMIT $ 1,000,000 ANY AUTO 4017351353 03/25/2024 03/25/2025 BODILY INJURY (Per person) $ ~
OWNED
~

SCHEDULED
~

AUTOS ONLY
~
AUTOS BODILY INJURY /Per accident\ $
X HIRED X NON-OWNED fp~?~tc~di;,~t~AMAGE $ AUTOS ONLY A UTOS ONLY 0 Deductible $

B X UMBRELLA LIAB
M
OCCUR EACH OCCURRENCE $ 2,000,000
~
6072102043 12/21/2024 03/25/2025 2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I X I RETENTION $ 10,000 $

WORKERS COMPENSATION I PER I I
OTH-

AND EMPLOYERS' LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE □
EL EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) EL DISEASE - EA EMPLOYEE $ If yes, describe under
DESCRIPTION OF OPERATIONS below EL DISEASE - POLICY LIMIT $ C Prof Liab VG00005375AC 06/30/2023 06/30/2024 Prof Liab 5,000,000 C Cyber Liability VG00005375AC 06/30/2023 06/30/2024 Cyber 5,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Sacramento, its officials , employees, and volunteers as additional insured.

CERTIFICATE HOLDER CANCELLATION

SACRAME

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Sacramento
ACCORDANCE WITH THE POLICY PROVISIONS.
c/o EXIGIS LLC
PO BOX 947 AUTHORIZED REPRESENTATIVE
Murrieta, CA 92564 OJI)
I
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
ACORD® CERTIFICATE OF LIABILITY INSURANCE I

DATE (MM/DD/YYYY)
~ 3/ 28/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER ~~~l~cT Brett Livinqston
ANCO Insurance
ii:JgNtio Extl : 979-776-2626 I
FAX
PO Box 3889 (A/C No):

Bryan TX 77805 it1lJ~ss: [email protected]
INSURER(S) AFFORDING COVERAGE NAIC#
INSURER A: Hartford Insurance Pool 914
INSURED AURISOF-01 INSURERB:

Aurigo Software Technologies , Inc.

INSURERC: 8310 - 2 N. Capital of Texas Highway
Prominent Pointe II , Suite 100 INSURERD:

Austin TX 78731 INSURERE:

INSURERF :

COVERAGES CERTIFICATE NUMBER: 44914159 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED . NOTWITHSTANDING ANY REQUIREMENT , TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR ADDL SUBR POLICY EFF POLICY EXP
LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER CMM/DD/YYYYl CMM/DD/YYYYl LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $
~
□ CLAIMS-MADE □ OCCUR

DAMAGE TO RENTED
PREMISES /Ea occurrence\ $
MED EXP (Any one person) $
~
PERSONAL & ADV INJURY $
~
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $
~
□ PR O - DLoc PRODUCTS - COMP/OP AGG $ POLICY JECT
OTHER: $
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ /Ea accident\ ~
ANY AUTO BODILY INJURY (Per person) $
~
OWNED
~
SCHEDULED BODILY INJURY (Per accident) $
~
AUTOS ONLY ~ AUTOS
HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY A UTOS ONLY (Per accident) ~
~
$

UMBRELLA LIAB
H
OCCUR EACH OCCURRENCE $
~
EXCESS LIAB CLAIMS-MADE AGGREGATE $
DED I I RETENTION $ $
A WORKERS COMPENSATION 61WECBC3CCH 1/1/2024 1/1/2025 X I ~f~TUTE I I OTH-

AND EMPLOYERS' LIABILITY ER
Y/N

ANYPROPRIETOR/PARTNER/EXECUTIVE
□
E.L. EACH ACCIDENT $ 1,000 ,000
OFFICER/MEMBER EXCLUDED? N/A
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1,000 ,000 If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000 ,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule , may be attached if more space is required)

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Policy# 4017351353
~NA

ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:

BUSINESSOWNERS LIABILITY COVERAGE FORM

SCHEDULE
Name Of Person Or Organization:

City of Sacramento , its officials, employees and volunteers SB300113D
(Ed. 6-16)
Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Declarations.

It is understood and agreed that the section entitled WHO IS AN INSURED is amended with the addition of the following:

A. The person or organization shown in the Schedule is an insured, but only with respect to such person or organization's liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:

1. in the performance of your ongoing operations; or

2. in connection with premises owned by or rented to you.

B. However, if coverage for the additional insured is required by written contract or written agreement, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide such additional insured with:

1. coverage broader than required by such contract or agreement; or

2. a higher limit of insurance than required by such contract or agreement.

C. The coverage granted by this endorsement does not apply to "bodily injury" or "property damage" included within the "products-completed operations hazard."
Any coverage granted by this endorsement shall apply solely to the extent permissible by law.

All other terms and conditions of the Policy remain unchanged.

SB300113D (Ed. 6-16)

Page 1 of 1 ends

Sacramento City CouncilMay 14, 2024

Sacramento City Council
May 14, 2024