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2025-01824 Contract Code Enforcement and Entertainment Permit System Implementation and Software Licensing Amendment

Sacramento City Council
December 9, 2025

Document
2025-01824 Contract Code Enforcement and Entertainment Permit System Implementation and Software Licensing Amendment
Meeting
December 9, 2025
Body
Sacramento City Council
Pages
4
Original file
12.6 MB
Text extracted from the city's file for reading and search. Open the original on sacramento.granicus.com. That file is the official record.

City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2025-01824 12/9/2025
Contract: Code Enforcement and Entertainment Permit System Implementation and Software Licensing Amendment
File ID: 2025-01824
Location: Citywide
Recommendation: Pass a Motion authorizing the Interim City Manager or designee to: 1) execute a professional service agreement with Clariti Cloud, Inc. to implement a Code Enforcement Case Management and Entertainment Services Permit Systems for an amount not-to-exceed $583,713.50; 2) execute Software Agreement Amendment No. 1 to City Agreement 2023-1142 with Clariti Cloud, Inc. for an amount not-to-exceed $925,000 for an initial three (3) year term for automatic annual renewal periods; 3) negotiate and execute a supplemental agreement to the professional services agreement for future system enhancements and customizations as may be required to support additional code enforcement case management and entertainment services permit system functionality with Clariti Cloud, Inc. for an amount not-to-exceed $150,000.

Contact: Mrudul Sadanandan, Assistant Director, (916) 808-7894, [email protected]; Darin Arcolino, Chief Information Officer, (916) 808-0403, [email protected]; Ignacio Estevez, IT Manager, (916) 808-7349, [email protected], Information Technology Department; Jennifer Chikasawa, Program Manager, (916) 808-5851, [email protected], Community Development Department; Megan Van Voorhis, Director, (916) 808-5979, [email protected], Convention & Cultural Services
Presenter: None
Attachments:
1-Description/Analysis
2-Agreement
3-Supplemental Agreement
Description/Analysis
Issue Detail: The City of Sacramento Code Enforcement Case Management System (CECMS) has been in use since 2006 by major business units: Rental Housing, Business Licenses, Code Enforcement, Cannabis, Recycling and Solid Waste Division.

Page 1 of 3 ends

File ID: 2025-01824 12/9/2025
Software solutions are expected to provide annual updates that introduce new features and maintain alignment with evolving technology trends and standards. However, the current system lacks several capabilities essential for operating a modern code enforcement program. As a result, additional costs are incurred for custom development and configuration to compensate for these deficiencies. These system limitations have also hindered the Information Technology (IT) Department’s ability to quickly deliver solutions that support business process improvements. Consequently, the business units relying on this system have been forced to pursue alternative solutions to meet their operational needs.

On September 30, 2022, the IT Department issued Request for Proposal (RFP) P23071011002 to replace the legacy CECMS with a modern, cloud-based system and implementation services.

On August 29, 2023, City Council adopted Resolution 2023-0277 approving a software subscription agreement with Clariti Cloud, Inc. (2023-1142) for the purchase of CECMS for an amount not-to- exceed $142,160; and professional services agreement with a Clariti implementation partner to install a CECMS using Clariti software for an amount not-to-exceed $470,359.

On March 6, 2025, due to challenges encountered during the implementation phase, the City terminated the professional services agreement with Clariti’s implementation partner. Clariti, as the primary contractor for the Code Enforcement system, is taking full responsibility for a smooth and successful project implementation. Viewing the initiative as a strategic partnership and growth opportunity, Clariti will invest significantly in product development to enhance system capabilities that will be addressed in the proposed professional services agreement.

At the same time, the City restructured its permitting operations for entertainment venues, special events, and film by creating the Entertainment Services Division (ESD) within the Convention and Cultural Services (CCS) Department. This new division consolidated entertainment-related functions previously managed by Community Development Department (CDD), Youth Parks and Community Enrichment (YPCE), and CCS, improving coordination and streamlining entertainment-related permit services. As part of this transition, responsibility for administering entertainment permits has shifted from YPCE and CDD to ESD. Leveraging this new software platform, ESD will provide a fully streamlined application portal that simplifies submissions, accelerates review timelines, and improves the overall customer experience for entertainment permit applicants.

Policy Considerations: City Code Section 3.56.090 requires Council approval to authorize the Interim City Manager to bind the City by contract for purchases that are $250,000 or more. The recommendations in this report are consistent with Sacramento City Code Section 3.56. Additionally, the recommendations in this report is in alignment with the Professional Services Policy Section 2.3 requiring formal competitive solicitations for Professional Services of $250,000 or more.

Economic Impacts: Not applicable.

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File ID: 2025-01824 12/9/2025
Environmental Considerations: Not applicable. This is exempt from the California Environmental Quality Act (CEQA) because it does not have the potential for causing a significant effect on the environment. (CEQA Guidelines §15061(b)(3).)
Sustainability: Not applicable.

Commission/Committee Action: Not applicable.

Rationale for Recommendation: To address the City’s expanded entertainment-related needs, the IT Department issued an RFP P25071011002 on February 5, 2025, to procure an entertainment, film, and special events permit system. A review panel consisting of staff from the City’s ESD, IT, Office of Innovation & Economic Development , Sacramento Fire Department, and CDD evaluated the proposals and determined that the proposal from Clariti Cloud, Inc. best met the City’s implementation and software needs and provided the best value to the City.

Financial Considerations: There is sufficient funding available in the Code Enforcement Case Management Project (A21006700) to cover the Code Enforcement portion, and in the ARPA Creative Economy - Creative Businesses Funding Project (I17609004) to cover the remaining implementation services. The subscription service with Clariti will be funded through CDD, CCS, and PW (Commercial Waste Compliance) operating budgets based on usage and licensing.

Local Business Enterprise (LBE): Not applicable.

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CONTRACT#: PROJECT: Code Enforcement & Entertainment
Services Permit System
CONTRACT NAME: Clariti Software Implementation Services NOT-TO-EXCEED AMOUNT: $583,713.50 AGREEMENT TERM: January 31, 2027 SOLICITATION: RFP P25071011002 AUTHORIZED RENEWALS: N/A LBE (Y/N): N
DEPARTMENT/DIVISION: Community Development Department

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"), and
Clariti Cloud, Inc.
422 Richards St., Suite 170
Vancouver, BC V6B 2Z4
("Contractor"), as of the Effective Date, as defined below.

The City and Contractor 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. All exhibits and documents attached or referred to in this Contract are incorporated as if set forth herein, Including Exhibit A (titled "Scope of Services") and Exhibit B (titled "Payment").

If there is a conflict between the terms and conditions of any document prepared or provided by the Contractor and made a part of this Contract and the other terms or conditions of the Contract, the other terms and conditions of the Contract control to the extent necessary to resolve the conflict or inconsistency.

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; and (c) CITY, after notice, approves in writing a Supplemental Contract specifying the Additional Services and the amount of additional compensation to be paid Contractor.

CITY will have no obligations whatsoever under this Contract or any Supplemental Contract, unless and until this Contract or any Supplemental Contract is approved by the City as required * This form is to be used for all professional services, except services performed by architects, landscape­ architects, professional engineers, or professional land surveyors, or services related to a construction project. 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 its obligations under this Contract. CITY shall furnish to Contractor only the facilities and equipment listed below, if any.

CITY's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), networks and internet connectivity.

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. Additional Requirements for Surveying, Material Testing, and Inspection Services. If this Contract includes any land surveying, material testing, or inspection services provided for a City construction project, during the design, pre-construction, construction, or post­ construction phases of the project, the Contractor and any subcontractor or subconsultant performing any such services shall comply with the provisions specified in Exhibit E.

9. 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

Page 2 ends

summary of the requirements, entitled "Ban-The-Box Requirements," can be viewed at:
https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

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 3.64. 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 3.64 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.64.

Contractor's violation of Sacramento City Code chapter 3.64 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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EXHIBIT A

SCOPE OF SERVICES

1. Representatives.

The CITY Representative for this Agreement is:

Mrudul Sadanandan , Assistant IT Director
City of Sacramento , Information Technology Department
915 I Street , Third Floor
Sacramento , CA 95814
Email: [email protected]
The CONTRACTOR Representative for this Agreement is:

Eric Robb,
Director , Professional Services
Clariti Cloud, Inc.
422 Richards St., Suite 170
Vancouver , BC V68 2Z4
Email : [email protected]
Phone: 910-599-3998
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 the date the contract is executed through January 31, 2027. . Contractor shall provide the Services in accordance with any schedule in Attachment 1 to this Exhibit A.

4. Conflict of Interest Requirements. The individual(s) who will provide Services pursuant to this Contract are "Consultants" within the meaning of the Political Reform Act and the City's Conflict of Interest Code. __ yes _X_ no [check one]
Contractor shall cause the following to occur within 30 days after execution of this Contract:
(A) Identify the individuals who will provide Services or perform Work under this Contract as "Consultants"; and
(B) Cause these individuals to file with the City Representative the "assuming office" statements of economic interests required by the City's Conflict of Interest Code.

Thereafter, throughout the term of the Contract, Contractor shall cause these individuals to file with the City Representative annual statements of economic interests and "leaving office" 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$ 583,713.50. 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 reasonably necessary to verify invoices to the City's satisfaction.

A. Payments to Contractor shall be made within a reasonable time (and in any event, not more than thirty (30) days) after receipt of Contractor's invoice, in proportion to services performed or as otherwise specified in Attachment 1 to Exhibit B. Contractor may request payment on a monthly basis. Contractor shall be responsible for the cost of supplying all documentation reasonably necessary to verify the monthly billings to the satisfaction of CITY.

B. Invoices must be submitted to either of the addresses specified below. (1) Email. Submit email invoices and any attachments to:
[email protected]
(2) Postal Mail. If emailing is not an option, mail to:

A/P Processing Center
City of Sacramento
915 I Street, Floor 4
Sacramento, CA 95814-2608
C. All invoices submitted by Contractor must contain the following information:
(1) Job/Project Name
(2) CITY's current Purchase Order Number
(3) Contractor's Invoice Number
(4) Date of Invoice Issuance
(5) Work Order Number (if applicable)
Exhibit B - Page 1
(6) CITY representative identified on the Purchase Order (7) Contractor's remit address
(8) Description of services billed under Invoice
(9) Amount of Invoice (itemize all authorized Reimbursable Expenses) (10) Total Billed to Date under Contract (if applicable) D. Items must be separated into Services and Reimbursable Expenses. Invoices that do not conform to the format outlined above will be returned to Contractor for correction. CITY is not responsible for delays in payment to Contractor resulting from Contractor's failure to comply with the invoice format described above.

5. Additional Services. Additional Services shall be provided only when a Supplemental Contract authorizing the Additional Services is approved in writing by the City in accordance with the City's contract amendment procedures. The City, at its cost, reserves the right to perform any Additional Services with its own staff or to retain other contractors to perform the Additional Services.

6. Accounting Records of CONTRACTOR. During performance of this Contract and for a period of three years after completion of performance, Contractor shall maintain all accounting and financial records related to this Contract, in accordance with generally accepted accounting practices, including records of Contractor's costs for performance under this Contract and records of Contractor's Reimbursable Expenses. Contractor shall keep and make records available for inspection and audit by representatives of the CITY upon reasonable written notice of not less than thirty (30) days, during normal business hours, and no more than once per year unless required by applicable law.

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 C

INSURANCE

1. Insurance 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 party suffering the loss
If the CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown below, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the party suffering the loss.

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 directly 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. If a general aggregate limit applies, either the general aggregate limit shall apply separately (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

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.

3. Automobile Liability Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.)
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 Exhibit C - Page 1
($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. _X_ 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 CONTRACTOR may use Umbrella or Excess Policies to meet the required liability limits. This form of insurance will be acceptable provided that any umbrella or excess policies provide all of the insurance coverages required and meet the other requirements for the primary policies as set forth in this Agreement. Umbrella and/or Excess policies shall be provided on a true "following form" or broader coverage basis, with coverage at least as broad as provided in the underlying primary policy.

Umbrella or excess policies shall contain, or be endorsed to provide that the City, its officials, employees, and volunteers shall be covered as additional insureds, as well as a provision that it will apply on a primary basis for the benefit of the City. 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. No insurance or self-insurance maintained by the City that applies to a loss covered herein, whether Primary or Excess, and which also applies to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor's Primary and Excess liability policies are exhausted.

5. Workers' Compensation Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.)
__x_ Workers' Compensation Insurance is required with statutory limits and Employers' Liability Insurance with limits of not less than one million dollars ($1,000,000). The 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.

Exhibit C - Page 2
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 for errors and omissions, or malpractice with limits of not less than one million dollars ($1,000,000):
_X_ ls_ ls not [check one] required for this Agreement. a. If Professional Liability insurance is provided on a claims made basis:
i. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
ii. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract. iii. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the CONTRACTOR must purchase "extended reporting" coverage for a minimum of three (3) years after completion of contract work.

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

A. Contractor's insurance coverage, including excess insurance, shall be primary and non-contributory insurance as respects the City, its officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers 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 Exhibit C - Page 3
material change in the policy language or terms, to the extent such notice is provided to Contractor by its insurers.

8. Waiver of Subrogation. Except for the gross negligence or willful misconduct of City or its agents, officers, directors or employees, CONTRACTOR hereby grants to City a waiver of any right to subrogation which any insurer may acquire against the City by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from an insurer.

9. 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.

10. 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.

11. Subcontractor Insurance Coverage. Contractor shall require and verify that all subcontractors Exhibit C - Page 4
maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in this Exhibit C.

Exhibit C -Page 5

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 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.

Exhibit D - Page 1

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 applicable to it, including a City Business Operations Tax Certificate and any required certification issued by the California Secretary of State.

3. Time. Time is of the essence in the performance of this Contract. Contractor shall devote the necessary time and effort to its performance under this Contract. 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.

7. Confidentiality of CITY Information. During performance of this Contract, Contractor may gain access to and use CITY information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer lists, product design, copyright, data, and other vital information (hereafter collectively referred to as "City Information") that are valuable, special and unique assets of the CITY.

Contractor agrees to protect all City Information and treat it as strictly confidential, and further Exhibit D - Page 2
agrees that Contractor shall not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party without the City's prior written consent.

In addition, Contractor must comply with all CITY policies governing the use of the CITY network and technology systems, as set forth in applicable provisions of the City of Sacramento Administrative Policy Instructions# 30. A violation by Contractor of this section is a material violation of this Contract and shall justify legal and equitable relief.

8. CONTRACTOR Information.

A. CITY shall have full ownership and control, including ownership of any copyrights, of all information specifically prepared for CITY by Contractor for such purpose, and at all times, excluding any Contractor pre-existing intellectual property, methodologies, or proprietary information, and all enhancements, configurations, modifications, updates, or other changes in respect of any of the foregoing In this Contract, the term "information" means and includes: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. CONTRACTOR shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by CITY.

B. Contractor shall fully defend, indemnify and hold harmless CITY, its officers and employees, and each of them, from and against any and all third party claims, actions, lawsuits or other proceedings alleging that all or any part of the information specifically created for CITY under this Contract infringes upon any third party's trademark, trade name, copyright, patent or other intellectual property rights. CITY shall make promptly notify Contractor, and not later than ten days after CITY is served with any such claim, action, lawsuit or other proceeding. However, City's failure to provide notice within the ten-day period does not relieve Contractor of its obligations hereunder, which survive any termination or expiration of this Contract.

C. All proprietary and other information received from Contractor by CITY, whether received in connection with Contractor's proposal to CITY or in connection with Contractor's performance, will be disclosed upon receipt of a request for disclosure, in accordance with the California Public Records Act; provided, however, that, if any information is set apart and clearly marked "trade secret" when it is provided to CITY, CITY shall give notice to Contractor of any request for the disclosure of such information. The Contractor will then have five days from the date it receives notice to petition the court for a protective order to prevent the disclosure of the information. The Contractor shall have sole responsibility for defense of the actual "trade secret" designation of such information.

D. The parties understand and agree that any failure by Contractor to respond to the notice provided by CITY and seek a protective order, in accordance with the provisions of subsection C, above, constitutes a complete waiver by Contractor of any rights regarding Exhibit D - Page 3
the information designated "trade secret" by Contractor, and the information will be disclosed by CITY in accordance with the Public Records Act.

9. Notification of Material Changes in Business. Contractor agrees that if it experiences any material changes in its business, including a reorganization, refinancing, restructuring, leveraged buyout, bankruptcy, name change, or loss of key personnel, it will immediately notify the City of the changes. Contractor also agrees to immediately notify the City of any condition that may jeopardize the scheduled delivery or fulfillment of Contractor's obligations to the City under this Contract.

10. Standard of Performance. Contractor shall perform in the manner and according to the standards currently observed by a competent practitioner of Contractor's profession in California and in compliance with all requirements of this Contract. All products that Contractor delivers to CITY under this Contract must be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in Contractor's profession.

Contractor shall assign only competent personnel to perform on its behalf under this Contract.

Contractor must notify the CITY in writing of any changes in Contractor's staff assigned to perform under this Contract, before any performance by the new staff member. If the CITY, reasonably determines that any person assigned by the Contractor to perform under this Contract is not performing in accordance with the standards required herein, City shall provide notice to Contractor detailing the performance issues. Contractor shall use commercially reasonable efforts to replace the assigned person upon receipt of the notice unless Contractor is able to reasonably remedy the performance issue.

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, subject to any pricing adjustment necessary in connection with or to otherwise account for the increased usage. Subject to the foregoing, 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.

Exhibit D - Page 4
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. In the event Contractor is in breach of its obligations under this Contract and fails to remedy or cure the breach within thirty {30) days of written notice from the City thereof, 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 of any suspension pursuant to this Contract: (i) any deadlines or timelines in this Contract shall be automatically extended by a period equal to any suspension of work by CITY or delays caused by CITY's actions or failure to act; and (ii) Contractor shall not be deemed in default for any delays resulting from such suspension or CITY-caused delays.

C. The CITY shall have the right to terminate this Contract at any time by giving a written notice of termination to Contractor of not less than 30 days. Upon receipt of such notice, Contractor shall immediately cease performance under this Contract as specified in the notice. If the CITY terminates this Contract pursuant to this Section:
(1) Contractor shall, not later than five days after receipt of the notice, deliver all information prepared under this Contract to the City, to the extent such information has been paid for by the City.
(2) The CITY shall pay Contractor the value of Goods or Services provided by Contractor before termination; provided, however, that while Contractor has the right to retain any prepaid annual software service fees, 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 value of the Goods or Services provided by Contractor. The foregoing is cumulative and does not affect any right or remedy that CITY may have in law or equity.

14. Default by Contractor. In case of default by the Contractor that has not been reasonably remedied by Contractor within thirty {30) days of receipt of notice thereof, the City reserves the right to terminate this Contract following the expiry of the corresponding cure period.

15. Indemnity.

A. Indemnity: Contractor shall defend, hold harmless, and indemnify City, its officers, and employees, and each and every one of them, from and against all third party actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, and expenses of every type and description, whether arising on or off the site of the work or services performed under this Contract, including any fees and costs reasonably incurred by City's staff attorneys or outside attorneys and any fees and expenses incurred in Exhibit D - Page 5
B.
enforcing this provision (hereafter collectively referred to as "Liabilities"), including Liabilities for personal injury or death, damage to personal, real, or intellectual property, damage to the environment, contractual or other economic damages, or regulatory penalties, arising directly from the performance of or failure to perform its obligations under 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, except to the extent suck Liabilities (i) are caused in part by a party indemnified hereunder, or (ii) are litigated, settled, or reduced to judgment; provided that the foregoing indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, damage, or expense, to the extent arising from the active negligence or willful misconduct of, or defects in design furnished by, City, its agents, servants, or independent contractors who are directly responsible to City, except when such agents, servants, or independent contractors are under the supervision and control of Contractor or any subcontractor (including lower-tier subcontractors) or agent of Contractor.

Insurance Policies; Intellectual Property Claims: The existence or acceptance by City of any of the insurance policies or coverages described in this Contract will not affect or limit any of City's rights under this Section, nor will the limits of any insurance limit the liability of Contractor hereunder. This Section will not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of the Contractor Information Section, above.

C. Notwithstanding anything in this contract, contractor's maximum liability to the city under this contractor will not exceed the aggregate amount of fees paid by the city to contractor during the twelve (12) month period preceding the event giving rise to the claim.

Notwithstanding anything in this agreement, contractor will not be liable for matters beyond its reasonable control or for any indirect, punitive, special, incidental or consequential damages arising out of this contract (including, without limitation, loss of business, revenue, profits, goodwill, use or other economic advantage) however they arise, whether in breach of contract, breach of warranty, or in tort, and even if city has been advised of the possibility of such damages, and the city hereby releases contractor of same. In any event, contractor's liability under this contract will be limited only to direct, verifiable damages arising from contractor's material non-fulfillment or breach of any warranty or covenant, or any material misrepresentation, expressly provided under this agreement.

This section will apply to the fullest extent permitted by law.

D. Survival. The provisions of this section will survive any expiration or termination of this Contract.

16. Funding Availability.

Exhibit D - Page 6
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. In the event of non-appropriation or in the event funds are not likely to be appropriated, City shall provide prompt written notice thereof to Contractor.

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.

E. Sanctions for Noncompliance: In the event of noncompliance by Contractor with the nondiscrimination provisions of this Contract, the CITY shall impose any sanctions it determines are appropriate including:
(1) Withholding of payments to Contractor under this Contract until Contractor Exhibit D - Page 7
complies;
(2) Cancellation, termination, or suspension of this Contract, in whole or in part.

F. Incorporation of Provisions: Contractor shall include the provisions of subsections A through E, above, in every subcontract, including procurement of materials and leases of equipment, unless exempted by the Regulations, or by any order or instructions issued pursuant thereto. The City may direct Contractor to take specific actions to enforce these provisions, including sanctions for noncompliance; provided, however, that if Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, Contractor may request that the CITY join such litigation to protect the City's interests.

18. Entire Agreement. This Contract, including all Exhibits and documents referenced herein, contains the entire agreement between the parties with respect to the Services described hereunder and supersedes whatever oral or written understanding they may have had before the execution of this Contract. For certainty, the forgoing shall not apply to the Software Agreement entered into between Contractor and the City executed on or about August 24, 2023 (as may be amended, restated, or modified in accordance with the terms thereof, collectively, the "Software Agreement"). The Parties acknowledge and agree that to the extent of any inconsistency or conflict between this Agreement and the Software Agreement, then this Agreement will take priority and govern regarding Contractor's provision of the Services as described herein as they relate to the professional and implementation services required in connection with the software contemplated hereunder, and the Software Agreement will take priority and govern regarding all matters thereunder including as they relate the software licensing and related services described therein. No alteration to the terms of this Contract shall be valid unless approved in writing by Contractor, and by CITY, in accordance with applicable provisions of the Sacramento City Code.

19. Modification of Contract. The Contractor shall take no direction from any City employee that changes the executed terms and conditions of the Contract, including Exhibit A, or any change that impacts the cost, price, or schedule, before receiving a written, signed modification to the Contract.

20. Severability. If a court with jurisdiction rules that any portion of this Contract or its application to any person or circumstance is invalid or unenforceable, the remainder of this Contract will not be affected thereby and will remain valid and enforceable as written, to the greatest extent permitted by law.

21. Waiver. Neither the CITY's acceptance of, or payment for, any Goods or Services, nor any waiver by either party of any default, breach or condition precedent, will be construed as a waiver of any provision of this Contract, nor as a waiver of any other default, breach or condition precedent or any other right hereunder. No waiver will be effective unless it is in writing and signed by the waiving party.

22. Governing Law. This Contract shall be governed, construed and enforced in accordance with the laws of the State of California, except that the rule of interpretation in California Civil Code section 1654 will not apply. Venue of any litigation arising out of this Contract will lie exclusively in the state trial court or Federal District Court located in Sacramento County in the State of Exhibit D - Page 8
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, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Contractor may assign this Contract to an affiliate or other related party, or in connection with a merger, acquisition, or sale of all or substantially all of its assets upon written notice to 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 by it under the Contract, including the California Occupational Safety and Health Act and all applicable safety orders issued by the Division of Occupational Safety and Health, Department of Industrial Relations, State of California, and all applicable requirements of Underwriters Laboratories and the Federal Communication Commission.

26. Debarment Certification
A. Pursuant to 2 CFR, Part 200, and applicable Executive Orders, the City is restricted in its ability to contract with certain parties that are debarred, suspended, or otherwise excluded or ineligible for participating in Federal assistance programs or activities. By signing this Agreement, CONTRACTOR warrants and certifies under penalty of perjury under the laws of the State of California that Contractor, including any owner, partner, director, officer, or principal of the CONTRACTOR, or any person in a position with management responsibility or responsibility for the administration of federal funds:
(1) Is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency;
(2) Has not within a three-year period preceding this certification been convicted of or had a civil judgment rendered against it for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction or contract (federal, state, or local); violation of federal or state antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, receiving stolen property, or other criminal felony; (3) Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (b) above; or
(4) Has not, within a three-year period preceding this certification, had one or more public contracts (federal, state, or local) or transactions terminated for cause or default.

Exhibit D - Page 9
(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.

Exhibit D - Page 10

EXHIBIT E

ADDITIONAL REQUIREMENTS FOR SURVEYING, MATERIAL TESTING, AND INSPECTION SERVICES The Services provided under this Contract include land surveying, material testing, or inspection services provided for a City construction project during the design, pre-construction, construction, or post­ construction phases of the project. Therefore, the services include "Public Work" under the California Labor Code and is subject to the following requirements:

A.

B.

Payment of Prevailing Wages: Contractor and any subcontractor(s) performing any Public Work shall comply with the provisions of Sacramento City Code Section 3.60.040 and applicable provisions of the California Labor Code, which require, among other things, that CONTRACTOR and all subcontractors pay not less than the prevailing rate of wages, as determined by the Director of the California Department of Industrial Relations ("DIR") in accordance with California Labor Code Section 1773. CONTRACTOR and every subcontractor shall maintain payroll records and submit certified payrolls and other labor compliance documentation electronically when and as required by CITY. In addition, Labor Code Section 1771.4 requires the CONTRACTOR and any subcontractor performing any Public Work to furnish electronic payroll records directly to the Labor Commissioner.

Contractor shall include these requirements in every subcontract.

This Agreement is subject to compliance monitoring and enforcement by the DIR, as specified in California Labor Code Section 1771.4. The Contractor and any subcontractor will be subject to withholding and penalties for violation of prevailing wage requirements in accordance with applicable law, including Labor Code Sections 1726, 1741, 1771.5, and 1775, and City Code Section 3.60.040. Questions regarding the City's Labor Compliance Program should be directed to the City Representative.

DIR Registration: California Labor Code Section 1725.5 requires the CONTRACTOR and all subcontractors performing Public Works services to be currently registered with the DIR, as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal (subject to the requirements of Section 4104 of the California Public Contract Code), or engage in the performance of any contract for Public Work, unless currently registered and qualified to perform Public Work in accordance with California Labor Code Section 1725.5.

Further information can be found on DIR's website at http://www.dir.ca.gov/Public­ Works/Contractors.html. The above summary is provided solely for informational purposes and does not in any way affect the CONTRACTOR's and subcontractors' Exhibit E - Page 1
obligation to comply in all respects with all other applicable laws and regulations. The CONTRACTOR shall disseminate these provisions to all subcontractors.

Before the performance of work by Contractor or any subcontractor(s) under this Contract, Contractor shall furnish Contractor's and any subcontractors' current DIR registration number(s). The Contractor's current DIR registration number and the current DIR registration number of all subcontractors will be listed on the Subcontractor and LBE Participation Verification Form, incorporated herein.

To be completed by the City Representative if this Agreement is for the performance of any Public Work:

Contractor DIR registration#: ___________________ _
C. Workers' Compensation Certification. In accordance with California Labor Code Section 1861, by signing this Contract, Contractor acknowledges and represents that Contractor is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and that Contractor will comply with the provisions of the Labor Code before commencing performance under this Contract.

D. Apprentices. If this Contract is for the performance of any Public Work, and the amount of the Contract is $30,000 or more, the Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.050, Section 1777.5 et seq. of the California Labor Code, and implementing regulations set forth in Title 8 of the California Code of Regulations, governing the employment of apprentices. The Contractor and any subcontractors performing Public Work will be subject to penalties for apprenticeship violations in accordance with Labor Code Section 1777.7.

E. Working Hours. If this Contract is for the performance of any Public Work, Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section

3.60.040 and California Labor Code Section 1810 et seq., governing the working hours of employees performing Public Work.

F. Failure to Comply with Labor Compliance. If all applicable labor compliance requirements are not met, the City will have the right to withhold or reject a payment request and/or Exhibit E - Page 2
invoice, in whole or in part, without in any way relieving Contractor or its subcontractors of any obligations under this Contract.

G. Subcontractors. The Contractor shall include these provisions A through F in every subcontract or sub-agreement for any subcontractors performing work under this Contract.

Exhibit E - Page 3
mm ;tty l11eprint Jmp mentat1
Attachment 1 to Exhibit A
Statement of Work
for
Clariti Code Enforcement & Entertainment Services
Implementation Project
August27,2025
Version: 1.05
Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111 1
Table of Contents
Table of Contents .......................................................................................................................... l1l Introduction ................................................................................................................................... l1l l1leneral Pro~ct .............................................................................................................................. l1l Project Summary .................................................................................................................................... 6 Software Being Implemented ................................................................................................................. 6 Project Methodology ............................................................................................................................. 6 Project Deliverables ............................................................................................................................... 6 General Project: Interfaces ................................................................................................................... 10 General Project: Training ...................................................................................................................... 15 General Project: User Acceptance Testing and Systems Acceptance Testing ......................................... 17 General Project: Go-Live Support ......................................................................................................... 20 General Project: Warranty Support ...................................................................................................... 22 Code Enforcement Pro~ct ........................................................................................................... 24 Project Summary .................................................................................................................................. 24 Customer Divisions/ Departments ....................................................................................................... 24 Phase One: Code Enforcement Assessment .......................................................................................... 25 Phase Two: Code Enforcement - Project Restart ................................................................................... 28 Phase Two: Code Enforcement - Configuration of Record Types ........................................................... 31 Phase Two: Code Enforcement - Interfaces .......................................................................................... 35 Phase Two: Code Enforcement - Data Migration .................................................................................. 36 Phase Two: Code Enforcement - System Outputs ................................................................................. 39 Phase Two: Code Enforcement - Training ............................................................................................. 41 Phase Two: Code Enforcement - User Acceptance Testing and Systems Acceptance Testing ................ 42 Phase Two: Code Enforcement - Go-Live Support ................................................................................ 43 Phase Two: Code Enforcement - Warranty Support ............................................................................. 44 Entertainment Services Pro~ct .................................................................................................... 4l1l Project Summary .................................................................................................................................. 45 Customer Divisions/ Departments ....................................................................................................... 45 Phase Three: Entertainment Services - Requirements Confirmation .................................................... 46 Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111 2
Phase Three: Entertainment Services - Project Start ............................................................................ 49 Phase Three: Entertainment Services - Solution Configuration ............................................................. 52 Phase Three: Entertainment Services - Interfaces ................................................................................ 56 Phase Three: Entertainment Services - Data Migration ........................................................................ 57 Phase Three: Entertainment Services - System Outputs ....................................................................... 58 Phase Three: Entertainment Services - Training ................................................................................... 60 Phase Three: Entertainment Services - User Acceptance Testing and Systems Acceptance Testing ....... 61 Phase Three: Entertainment Services - Go-Live Support ....................................................................... 62 Phase Three: Entertainment Services - Warranty Support .................................................................... 63 Expressly Out of Scope ................................................................................................................. l1l4 Pro~ct Timeline ........................................................................................................................... l1ll1l Term ............................................................................................................................................ l1ll1l Critica I Success Fa ct ors ................................................................................................................ l1ll1l l1l en era I Pro~ct Assumptions l1l C1mitations ................................................................................. l1l7 l1leneral Customer Responsibilities ............................................................................................... 74 Payment ...................................................................................................................................... 7l1l Clariti Professional Services .................................................................................................................. 76 Expenses .............................................................................................................................................. 77 Approva Is .................................................................................................................................... 7l1l Exhibits ........................................................................................................................................ 7l1l Exhibit 1 - Deliverable Acceptance Form .............................................................................................. 79 Exhibit 2 - Sample Project Plan {Schedule) ........................................................................................... 80 Exhibit 3 - Code Enforcement Record Types ......................................................................................... 94 Exhibit 4 - "Risk Log" ............................................................................................................................ 97 Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111111
Introduction

STATEMENT OF WORK ATTACHMENT
This Attachment 1 to Exhibit A ("Attachment lA") supplements and incorporates by this reference the agreement between the City of Sacramento ("CITY" or "City" or "Customer") and Clariti ("CONTRACTOR" or "Contractor") (collectively referred to herein as the "parties") for professional consulting and similar services for the Clariti Code Enforcement and Entertainment Services Implementation Project (the "Project" or "project" or "Engagement"), (the "Agreement"). The Attachment lA is the Statement of Work ("SOW") for the Agreement . In the event of a conflict between the provisions of the Agreement and this Attachment lA, the provisions of this Attachment lA shall prevail. The words or phrases in the Agreement shall have the same meaning herein, unless otherwise defined in this Attachment lA. For other words or phrases used herein that have a technological industry standard meaning, that definition shall apply to that word or phrase.

PROJECT OVERVIEW
The project involves the implementation of the Clariti software platform for the City, covering both Code Enforcement and Entertainment Services Permit System (ESPS) projects . The Contractor will take over full project responsibilities and provide software implementation services. The scope, responsibilities, terms, conditions, and obligations for both parties are detailed within this Attachment lA. Meeting these obligations is crucial to avoid project delays and additional costs.

BACKGROUND
In partnership with Code Enforcement and the Recycling and Solid Waste Division, the city initiated a Request for Proposal (RFP P23071011002) September 30, 2022 to replace the legacy Case Management System with a modern, cloud-based system and implementation services. Based on the recommendations of the RFP evaluation panel, the City executed a Software Subscription Contract with Clariti (2023-1142) and a separate implementation services contract with Unisys (2023-1140) in August 2023.

Due to challenges encountered during the implementation phase, the City and Unisys mutually agreed to terminate the implementation services contract on April 30, 2025 (Contract Supplement 2023-1140-01).

Recognizing the importance of project continuity and success, Clariti, as the software vendor, expressed its commitment to ensuring a successful rollout by assuming full responsibility for project implementation as the primary contractor for the Code Enforcement system. Clariti has expressed a strong interest in the City's success and views this project as a strategic opportunity to further enhance its product in the Code Enforcement domain. As part of this commitment, Clariti plans to make a significant investment in product development to expand system capabilities and better align the platform with the City's operational requirements. This planned investment not only incentivizes the implementation services but also strengthens the long-term value of the solution for both the City and Clariti.

In parallel, the City restructured its permitting operations for entertainment venues, special events, and firm by creating the Entertainment Services Division (ESD) under the Convention and Cultural Services (CCS) Department. This new division consolidated consolidated entertainment-related functions previouly managed by the Community Development Department, Youth Parks and Community Enrichment (YPCE), Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111 4
and CCS improving coordination and streamline entertainment -related permit services. As part of this trans ition, responsibility for entertainment permits transferred from YPCE and CDD to ESD.

To address these expanded operational needs, the City issued RFP P25071011002 on February 5, 2025, to procure an Entertainment Services Permit System. The RFP sought a comprehensive, user-friendly, online permitting solution to manage Entertainment, Film, and Special Event permits within the City's jurisdiction .

The scope of services identified in this RFP was similar to the previous iteration. The RFP evaluation panel, which included representatives from IT, OIED, Fire, COD and ESD, selected Clariti's proposal as the solution for the City.

This SOW sets forth the scope, responsibilities, terms, and conditions of the implementation and the consulting, professional services, duties, and work that will be provided by the Contractor to Customer.

Additionally, this SOW identifies the Client and Customer responsibilities for participation in the project . This SOW is structured with the following groupings of services:
• General - to cover the scope of services related to both the Code Enforcement and Entertainment Services Permit System projects .
• Code Enforcement - to cover the scope of services explicitly related to the Code Enforcement project . • Entertainment Services Permit System - to cover the scope of services explicitly related to the Entertainment Services Permit System project .

The consulting, professional services, duties, software configurations, reports, project documentation, deliverables, and any other work (both tangible and intangible) that will be provided by the Contractor to Customer for this project, as specified in this SOW, shall be collectively referred to as the "Services." It is also agreed that for the projects to be successful, Contractor and Customer must meet a variety of obligations on the project in terms of staffing, time commitments, and more . These obligations are documented in this SOW. Failure to meet these obligations by the Customer, or failure by Contractor to meet its obligations, could lead to project delays and cost overruns, which in turn will require change orders and additional funding .

Should there be any conflict in terms between the Software Agreement and this SOW, the Software Agreement will prevail.

Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111111
General Project
Project Summary
The following summary is an overview of the projects. A more thorough description of each deliverable is provided in the sections that follow .

Definitions
For this Attachment lA, the following definitions shall apply:

1. "Agile" means project management and software development approach that emphasizes flexibility, collaboration, continuous improvement, and delivering small, functional pieces of a product quickly and iteratively.

2. User Acceptance Testing ("UAT") means testing performed by the end users to verify that a software system meets the business requirements and is ready for deployment .

3. Systems Acceptance Testing ("SAT") means testing conducted to verify that an entire system meets its specified technical and functional requirements . It ensures that the integrated system, as a whole, performs as intended before it is accepted by the customer or moved to production.

Software Being Implemented
Clariti Enterprise is the software to be implemented.

Project Methodology
Contractor uses a modified Agile based development methodology to deliver projects . This process ensures that Customer needs are fully satisfied by engaging key players with hands-on product testing and usage early and often .

Project Deliverables
Each of the project deliverables is described below, first in summary fashion, listing the major items underneath each deliverable, and then in more detail describing each parties' responsibilities for that deliverable .

Project Initiation, Setup, and Ongoing Management
In an initial phase of the project the required Clariti Enterprise environments will be tested for base functionality . Any shortcomings of these systems will be identified and resolved by Contractor .

Meetings will be held to review the comprehensive SOW and scope in detail, and to review the initial project timeline.

Contractor will review Contractor's implementation methodology with Customer with a goal of ensuring Customer resources understand and agree to expectations for their participation in the process.

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Contractor will work with Customer to document the expected resource requirements for Customer resources, during each phase of the project .

Throughout the duration of the project, Contractor will supply a skilled project manager who will maintain the project plan, proactively plan and coordinate task readiness discussions between the Contractor, Customer and any relevant third parties, drive appropriate meetings with stakeholders, document key decisions, escalate delays and challenges, manage and report on project risks, coordinate, and facilitate team communications, and keep the project management system up to date . The role will also be responsible for managing project scope and ensuring that changes in scope are managed appropriately .

The following systems will be provided by the Contractor and used to manage the project .

Tool Purpose Customer Access?
Microsoft Project Project schedule management Yes
Jira I Project backlog and ticket management I Yes
Confluence Project collaboration space Yes
Microsoft SharePoint I Project document repository I Yes Microsoft Teams Project collaboration space Yes
Miro I Project process flow diagraming space I Yes
PROJECT INITIATION AND ONGOING MANAGEMENT: RESPONSIBILITIES Contractor's Responsibilities
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• Assign a Project Manager to serve as the Contractor team leader over the duration of the project. This individual will be a key team member serving as part of the project management team with decision authority .
• Meet with the Customer stakeholders to review the comprehensive SOW and ensure all parties are aligned with the terms and limitations of the agreement . • Develop an initial project plan (schedule) and resource requirement plan with Customer resources. Main components of the project plan will include task list, dependencies, duration estimates, start and end dates, milestones, resource assignment, critical path, review dates, and Gantt chart .
• Contractor will collaboratively lead the work with the Customer to define the change management process for the system updates to occur throughout the project . • Contractor will collaboratively lead the work with the Customer to develop the framework for requirements traceability which will enable all Customer requirements from the original RFP, plus the "risk log" that is included as Exhibit 4, to be linked to tickets in Contractor's ticketing system, for tracking of completion throughout the lifecycle of the project . • Contractor will collaboratively lead the work with the Customer and set up necessary configuration templates in tickets and perform any initial configurations in preparation for the detailed Assessment and Requirements Analysis sessions. • Contractor will collaboratively lead the work with the Customer to define and document an initial Test Case template and will deliver training on how to write test cases to the appropriate Customer team members .
• Contractor will collaboratively lead the work with the Customer to define and document appropriate Quality Control and UAT procedures and to ensure these processes are templated in Contractor's ticketing system.
• Contractor will set up a project in its project management system (Smartsheet) which includes the deliverables defined in this SOW and introduce key Customer resources to this system of record, providing any necessary training .

Customer's Responsibilities
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• Customer will assign a Project Manager.
• Customer will work with Contractor to develop initial Project Plan. • Customer will work with Contractor to define the change management process for the system updates to occur throughout the project.
• Customer will work with Contractor to develop a traceability framework which will enable all Customer requirements to be linked to tickets in Contractor's ticketing system, for tracking of completion throughout the lifecycle of the project.
• Customer will work with Contractor to define and document appropriate Test Case templates to develop a format and layout for the actual test cases, which will be developed during the project.
• Customer will work with Contractor to define and document appropriate Quality Control and UAT procedures and to ensure these processes are templated in Contractor's ticketing system.
• Customer will determine who has authority to sign off on requirements, configurations and other deliverables and ensure these resources understand these roles and have availability to perform them .
• Customer will procure and configure necessary hardware, software, and networking infrastructure as specified by Contractor .
• Customer will collaborate with Contractor on appropriate Customer project staffing requirements for each project phase and will then make available the appropriate Customer resources to participate in the project according to the plan. • Customer will initiate and manage relationships and responsibilities with any third -party contractors, with which Customer owns subcontractor relationships ensuring that resource planning aligns to the project schedule .
• Customer will commit employee resources ensuring that resource planning aligns to the project schedule.
• Customer will provision and provide access to a document repository tool, like Share Point, within the Customer's environment .
• Customer will provision and provide access to a team collaboration space, like Microsoft Teams
PROJECT INITIATION AND ONGOING MANAGEMENT: ACCEPTANCE CRITERIA Customer Acceptance Criteria
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• Contractor performed all its responsibilities for this task. • Customer received, reviewed, and accepted a copy of the Initial Project Plan. • System computing environment is operational such that Customer can log into the system and verify that the software was provisioned.
• Customer can login and review project schedule related materials in the Contractor's project management system (Smartsheet) .
• Customer can login and review the ticketing related materials in the Contractor's backlog management system (Jira).

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General Project: Interfaces
This section details the interfaces that are applicable to both the Code Enforcement and ESPS project implementations, in addition to the approach that will be utilized generally to the design, development, and testing of in-scope interfaces . Any interfaces that are uniquely specific to the Code Enforcement or ESPS projects are contained within the respective section of this comprehensive SOW.

This task is to define and deliver the required interfaces defined in the scope of this SOW between Clariti and third -party systems.

Each interface's functional and technical requirements will be documented in Interface Specifications Documentation (ISD) in the Contractors project management system.

All interfaces will be developed against one (1) agreed upon version of the third -party system.

Note that the ability to interface Clariti and a third -party system is dependent upon the third -party and Clariti's integrations capabilities . Contractor will work diligently to overcome any such limitations but will not be liable for any such limitations which cannot be overcome with a reasonable effort .

Contractor will notify Customer of any such limitations as early as possible and will propose alternative solutions . Any limitation that significantly impacts project deliverables may be subject to a change request, with potential cost adjustments agreed to by both parties .

Contractor will ensure that all interfaces meet predefined performance benchmarks during testing, which will be mutually agreed upon within the respective ISO.

Integration services will be delivered by a combination of Customer and Contractor resources as documented in the chart below:

Integration Services Responsibility/ Ownership Chart
Activity Description Customer (:ontractor
Interface Develop an interface Responsible to Validate Responsible to Execute Specification specification document for each
Documentation (ISD) in-scope integration.

Development - Build the Clariti side of the Responsible to Validate Responsible to Execute Clariti integration for each in-scope
integration per the documented
ISO.

Coordinate the Coordinate with third parties to Responsible to Responsible to Validate Development - build the third -party side of the Coordinate Third-Party integration for each in-scope
integration per the documented
Interface Specification
Documentation .

Testing - Clariti If est the developed integration Responsible to Validate Responsible to Execute within the Clariti system.

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Coordinate the Coordinate with third parties to Responsible to Responsible to Validate Testing - Third- ~est the developed integration Coordinate Party within the third-party system.

ISD - Updates Update the ISD, as needed, Responsible to Validate Responsible to Execute based on the delivered
interface.

Interface Test Cases Write test cases for each Responsible to Execute Responsible to Consult interface. and Validate and Train
The following interfaces are included in the general project scope as follows:

INTEGRATION DATA EXCHANGED FREQUENCY DIRECTION METHOD
Single Sign-On Identity & Authentication Data Real-Time Bi- SAML (OKTA) directional
• Clariti account email will map employee email.
• MFA will be enabled for Clariti if already enabled in City 1AM Online Payment Balance Due, Payment details Real-Time Bi- Web Processor {iNovah) received. directional service/URL
Redirect
Front Counter
Payments {iNovah) • https only
• Can support Mutual TLS, Token, Session and other required security profiles . • Can be a webhook, postback, or redirect .
• Asynchronous
City Financial Roll up accounting summary Nightly Bi- Files.com System information directional
{PeopleSoft,
• Not a direct integration
"eCAPS") • Flat file transfer; requires Files.com
• Data exchange will be Customer info, Billing data, Payment data, Account info Salesforce 311 Complaint Data, Code On Demand Bi- Rest API CRM Enforcement Status directional
• OAuth 2.0/Token Exchange for connections
• Sales Force Connected App with Named Credentials as trusted intermediary to store consumer key and secret within authorization flow.

Document Electronic files and related Clariti Event Based One Way Middleware Management record data
System (CCM)
• Export trigger to a middle system (city provided Azure Service Bus and a file transfer system) that grabs the file to send to the document management Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111 12
system rather than a literal integration with the document management system. This will require resources on the city side to complete .

Files.com Electronic files and related Clariti Scheduled Bi- Files record data directional Transfer
• Prebuilt Connector
• SFTP
Digital Signature Lightning Web Page Component N/A N/A Salesforce (Adobe Sign) Connector
• Not a data integration
• Intended use is to allow for signatures within Clariti Objects and workflows .

Accela Permit to Case Data/Case Data to Real-time Bi- API Permit directional
• Mutual TLS or other defined security posture types supported . • JSON or XML from Clariti
Esri Map Viewer Defined through configuration Real-Time One Way REST/JSON • Interactive mapping to visualize GIS and Clariti defined data elements • Built on version 4.31 of the ArcGIS Maps SDK
• Support for multiple map instances to provide discrete permission sets . • Configuration supports read only or Clariti defined internal workflows . • Public GIS layers will be used for the Map Viewer .

Esri Data Sync Defined through configuration Scheduled Bi- REST/JSON directional
• Schedule or manually initiate sync from or to a REST-enabled ESRI GIS Server into any Salesforce object (including both editing existing or creating new records in both systems).
• A two UUID system where the GIS sync can enforce a unique identifier from both the Clariti system and the GIS database to determine whether a record is new or existing .
• https and a GIS username -password-token ensure secure transmission . • Discrete field by field mapping from GIS to Clariti . • Private GIS layers (property owner and code enforcement officer names) will be used for the data sync.
• Develop a workflow that dynamically populates GIS attributes from public GIS layers maintained in ArcGIS Online, while populating sensitive data, such as property owner information or code officer names, from corresponding data records with Esri on premise, securely stored on the Clariti platform.

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These interfaces will connect and integrate with the Clariti platform according to business rules which will be captured and documented i n specification documents. Contractor will then develop these interfaces, test them, and work with Customer, and Customer third parties to deploy and further validate the appropriate functioning of each interface .

INTERFACES: RESPONSIBILITIES
Contractor's Responsibilities
• Contractor will conduct interface analysis session(s) with Customer, which may be completed during the Requirements Analysis sessions depending on complexity . • Contractor will develop and deliver Interface Specifications Documentation (ISD) in the Contractor Project Management system.
• Contractor will update the ISD, as needed, based on the delivered interfaces so that Customer has documentation that reflects the delivered interface for ongoing support and maintenance .
• Contractor will work with Customer and with Customer assigned third party data sources to determine the best methods of interfacing with Clariti. • Contractor will ensure that documentation of interface specifications is provided to Customer in a format that is accessible and storable by Customer, not exclusively in the Contractor's project management system. This ensures the Customer retains control over critical project documentation .
• Contractor will build the interface to interact directly with Clariti. • Contractor will perform initial testing on the interface in an appropriate environment, to establish initial performance requirements are met .
• Contractor will assist Customer in coordinating third party vendor involvement to ensure alignment with project timelines. Contractor plays an active role in driving communication and meeting deadlines .

Customer's Responsibilities
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• Customer will establish a site where project documentation is accessible by the Contractor and Customer team.
• Customer will obtain permission for level/type of integration from appropriate application owners .
• Customer will ensure that Contractor resources have access to a Dev or Test version of the third -party system for interface development .
• Customer will identify and coordinate any related tools and/or third -party teams used to implement the interface (third -party or in-house development) . • Customer will assist in the interface specification and data mapping process. • Customer will review and approve the Interface Specification Documentation in the Contractor's project management system.
• Customer will coordinate with third -party data sources to determine the best methods of interfacing with Clariti.
• Customer will coordinate with and be responsible for the participation of any third -party vendors and/or tools which are to be used for any integrations work and will be responsible for ensuring that these parties participate and perform and respond in a manner which does not negatively impact the project timelines.
• Customer will document written test cases for each interface and will enter these test cases into Customer ticketing system as directed .
• Customer will use test cases to validate interface through testing of both Clariti and the third­ party system.
• Customer will test the third -party system to ensure data coming from Clariti is in the correct format .
• All such Customer reviews are subject to the Deliverable Acceptance and Change Control Process defined in this SOW.
• Customer will be responsible for updates to the interfaces after Go-Live, due to changes in the third -party systems or to Customer business processes. A Professional Services Agreement with the Contractor can be negotiated separately for as-needed support after the initial Go­ Live period .
• Note: any substantial changes to the Customer's GIS or related systems made by any parties other than Contractor, which cause the GIS sync functionality to break after the initial system testing and approval, may require a change order to resolve .

INTERFACES: ACCEPTANCE CRITERIA
Customer Acceptance Criteria
•
•
Completion of the Contractor responsibilities listed above .

Demonstration, testing and subsequent approval by Customer of the completed Contractor responsibilities listed above, including the developed interface per the requirements detailed in the Interface Specifications Document .

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General Project: Training
Training services to be delivered by Contractor are oriented towards a "Train the Trainer" model, to enable Customer training leads in each department and phase of the project to be able to, in turn, train the department level users. Customer may include attendees from other city departments in the train-the­ trainer delivery by Contractor .
220 hours of total training time is included for the Code Enforcement and Entertainment Services projects .

Note that parties agree that all training is assumed to be delivered remotely using online training tools such as Microsoft Teams or Zoom. Some in-person training can and will be provided but is based on Customer approval of travel and onsite costs.

All training is provided on the software solution being delivered . Business process training is NOT provided by Contractor and is the responsibility of the Customer .

The specific classes and how many hours to allocate to each will be determined by coordinating details with Customer resources but will be distributed among the following topics:

1. Core Team training at the beginning of each phase.

2. Mobile User Trainers .

3. System Output trainer training .

4. Test Case training, to train Customer on writing test cases for QA/UAT purposes.

5. Documentation Training and Support.

Training beyond the amount included in the scope above can be negotiated in a change order.

TRAINING: RESPONSIBILITIES
Contractor's Responsibilities
• Contractor will coordinate with the Customer to define training schedules and logistics to complete all training and to identify the "trainers" for the relevant training sessions, as outlined above.
• Contractor will deliver a training plan for the entire project to Customer and will collaborate with Customer to refine that plan, subject to the limitations of the training classes and durations above.
• Contractor may conduct Core Team training at the beginning of the project with other training scheduled at appropriate times later in the project .
• Contractor will deliver the Training courses, customized for the Customer's configuration and the related, known business processes.
• Contractor will, after each training class, provide Customer with any materials that were used to deliver the training (PowerPoints, documentation, etc.).

Customer's Responsibilities
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• Customer will work with Contractor to schedule training sessions. • Customer will select and prepare the users who will be participating in the training, including identifying "trainers" for each department who can in turn, train end users. • Customer will arrange the time and qualified people for the training who are critical to the project 's success.
• Customer will collaborate with Contractor on development and refinement of a training plan for the project .
• Customer will provide suitable Customer facilities to accommodate various training classes including quiet, private classrooms or conference rooms, laptops or terminals, internet connectivity and sufficient bandwidth, and mobile devices for training of mobile capabilities . • Customer will ensure that users are proficient in the use of PCs in a Windows environment and familiar with the use of standard Internet browsers as a prerequisite for the course. • Customer will deliver supplemental user training to its staff if necessary, using core use cases. Core use cases are actual Customer specific examples of workflows. • Customer will ensure attendance of appropriate staff at the training sessions. Contractor will not be liable to deliver any additional training sessions for Customer staff who do not attend the scheduled training sessions.

SYSTEM OUTPUTS: ACCEPTANCE CRITERIA
Customer Acceptance Criteria
•
•
Contractor performed all its responsibilities for this Deliverable .

Contractors successfully conducts the training sessions to the Customer .

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General Project: User Acceptance Testing and Systems Acceptance Testing This section details the User Acceptance Testing and Systems Acceptance Testing that is applicable to both the Code Enforcement and ESPS project implementations.

User Acceptance Testing or "UAT" and Systems Acceptance Testing or "SAT" will be performed by the Customer at the direction of the Contractor . UAT will be performed at various stages throughout the project lifecycle as dictated by the agreed upon project plan. SAT will be performed across the entire system, specific for the Code Enforcement project, just prior to a go live event .

UAT and SAT involves having appropriately skilled Customer personnel review the work which was performed by the Contractor and comparing it against the requirements and test cases which were documented in the project management system, and testing the resulting product to ensure it works as expected and meets those system requirements.

Details and limitations to the UAT and SAT process are outlined in the "Deliverable Acceptance and Change Control Process" documented elsewhere in this SOW.

The UAT task is comprised of the processes for testing the system as it is being developed during sprints, and in individual records as they are completed. The purpose of UAT is to test the system as it is being built in small, incremental pieces, to ensure that each piece meets the business requirements defined in tickets . It is not to introduce new requirements or requests for added or modified functionality beyond what was documented in the Contractor Project Management system. Such requests can be supported but will require a change order . UAT results will be tracked in the Contractor ticket system.

The SAT task is comprised of the process for testing the system wholistically prior to Go-Live, so that the Customer can determine if the configurations applied in the test environment address all defined requirements. This SAT step is inclusive of all configurations, customizations, integrations, and data conversions, for the entire scope of the Code Enforcement project. The purpose of SAT is to test the system to ensure that it meets the requirements defined and that all aspects of the project interact as expected. It is not to introduce new requirements or requests for added or modified functionality beyond what was documented in the Contractor Project Management system. Such requests can be supported but will require a change order . SAT results will be tracked in Contractor ticketing system.

If UAT or SAT testing results identify significant gaps or issues that impact the planned timeline, Contractor will proactively communicate and collaborate with Customer to review the identified gaps or issues, the potential impact to the timeline, and reach mutual agreement, which may include updates to the timeline via the change control process.

The target resolution time for Level 1 and Level 2 UAT and SAT issues, as defined elsewhere in this document, will be tracked in Contractor ticketing system and reviewed proactively with Customer.

UAT AND SAT: RESPONSIBILITIES
Contractor's Responsibilities
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• Contractor will develop a comprehensive Test Plan in collaboration with Customer, to document all aspects of quality control methods on the project including in sprint testing and OA, phase based UAT, SAT, and to document procedures and processes around test case development and tracking.
• Contractor will train customer in the creation of test cases and will consult and train the Customer as Customer develops the test cases.
• Contractor will assist the Customer in the testing and validation of the solution and its readiness to be migrated to production and active use.
• Contractor will provide support and oversight and will answer questions and address issues discovered in the UAT and SAT phases.
• Contractor will ensure that all configuration and system customizations, including converted data, have been migrated to the appropriate environment as required for UAT or SAT. • Contractor will monitor its issue tracking system and will address all issues according to the rules defined in the Deliverable Acceptance and Change Control Process above in this SOW. • Contractor will track the target resolution time for Level 1 and Level 2 UAT and SAT issues in the issue tracking system and proactively review with Customer. • Contractor will work with Customer to determine timing for resolution of issues rated as Medium and Low criticality, whether to be addressed prior to or post Go-Live, or to be moved to a future Phase if any.

Customer's Responsibilities
•
•
•
•
•
•
•
Customer will collaborate with Contractor on the development of a comprehensive test plan .

Customer will execute test cases and test all outputs to determine if the solution is ready to move to production .

All Customer UAT and SAT review activities are subject to the Deliverable Acceptance and Change Control Process defined in this SOW.

Customer will make available the appropriate Customer key users and content experts to participate in system and user acceptance testing . User participation will be represented by all end user roles, typically system admins, clerks, inspectors, plan reviewers and supervisors .

Customer will provide Testers adequate time in their schedules to test the solution. Customer understands and agrees that it is critical that the Customer devote ample time and resources to this effort to ensure that the system is operating properly and ready for the move to Production, and that the testing effort will require a significant time investment by Customer staff, in a short time duration, and coordination of resources is critical.

Customer understands that it is responsible for the timeliness and execution and thoroughness of UAT and SAT.

Customer will log all issues into Contractor's issue tracking system and assign a criticality level according to the charts and rules documented in the Deliverable Acceptance and Change Control Process above in this SOW.

Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 1111111
UAT AND SAT: ACCEPTANCE CRITERIA
Customer Acceptance Criteria
•
•
•
•
Contractor performed all its responsibilities for this Deliverable .

UAT and SAT are successful and metrics for completion of the phase are in accordance with the details as documented in the Deliverable Acceptance and Change Control Process above in this SOW.

Any remaining open defects have been reviewed and assigned .

The Customer will maintain final approval authority over all test case results and UAT processes, with full visibility into the results of testing phases.

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General Project: Go-Live Support
This section details the Go-Live Support that is applicable to both the Code Enforcement and ESPS project implementations.

There is a total of two (2) go-live events included . The details of this section are applicable to each individual go-live event .
• One (1) go-live event is included for the Code Enforcement project to migrate all necessary code and data into the Production Environment.
• One (1) go-live event is included for the ESPS project to migrate all necessary code and data into the Production Environment .

This task is comprised of the Contractor migrating all approved configurations into the Clariti production environment and supporting the Customer during the go-live event . Go Live events are limited to no more than 3 days and normally are scheduled over a weekend or an extended period where Customer and Contractor resources can focus on a go live event exclusively . Contractor and Customer will coordinate the migration of each set of records and all associated communications to ensure a smooth transition .

Customer reserves the right to request additional go-live support if issues critical to business operations are identified during this phase. Any such requests which represent a substantial additional burden on Contractor will be subject to negotiation of a change order .

Timing and scheduling of the go-live event will be reviewed and agreed between Contractor and Customer and should reasonably avoid peak Customer operational times and seasons of City business.

Contractor will lead in collaboration with Customer to develop and agree to a go-live plan that includes prerequisites, detailed tasks, responsibilities, and timelines, issue resolution processes and response times during the go-live event, issue tracking procedures, any roll -back plans, and defined go/no-go decision criteria.

GO-LIVE: RESPONSIBILITIES
Contractor's Responsibilities
• Contractor will work with Customer to negotiate an appropriate Go-Live date where an outage of the legacy system will be least impactful and where all required Customer personnel can be in attendance for each go live event.
• Contractor will draft a go live plan, documenting prerequisites, all required steps and plans required for a successful go live, responsibilities, timelines, issue resolution processes and response times during the go-live event, issue tracking procedures, any roll -back plans and defined go/no-go decision criteria and will collaborate with Customer resources to finalize this plan.
• This will be performed for the number of go lives as defined elsewhere in this SOW. • Contractor will migrate all approved changes from Test to Production for each of the planned go-live events and will work with Customer personnel to test and ensure that the production system is functioning as required and to specifications as defined throughout the project . • Contractor will actively support Customer during the go live period and will work diligently to resolve any issues, based on priority, during the event .

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Customer's Responsibilities
• Customer will communicate dates and responsibilities for production migration to Customer staff .
• Customer will collaborate with Contractor and Client on development and finalization of the go live plan.
• Customer will ensure appropriate personnel are available to actively participate in the Go-Live process, which may occur during off hours .
• Customer personnel will test the overall system by logging into the system executing defined smoke testing cases and reviewing the results and comparing them to the specification documentation . Customer will either approve the system configuration or log any issues in Contractor 's ticketing system within one (1) business days of notice . • Customer will internally coordinate all issues and update issue list for Contractor to address any critical or high issues in accordance with the Deliverable Acceptance and Change Control process detailed elsewhere in this SOW.
• Customer will log any additional issues (medium and low) into Contractor ticketing system for inclusion in future releases.

GO-LIVE: ACCEPTANCE CRITERIA
Customer Acceptance Criteria
• Contractor performed all its responsibilities for this task , and the system is live.

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General Project: Warranty Support
This section details the Warranty Support that is applicable to both the Code Enforcement and ESPS project implementations. The Warranty Support period serves as a timeframe after go-live and during which the software is in production -use that the Contractor Professional Services team is remaining assigned and engaged to assist with triage and remediation of issues. Following the Warranty Support period the Contractor support team will take over responsibility for the same services related to the triage and remediation of issues.

There is a total of two (2) Warranty Support periods included . The details of this section are applicable to each individual go-live event .
• One (1) Warranty Support period is included for the Code Enforcement project. • One (1) Warranty Support period is included for the ESPS project .

This task is comprised of the post-production support assistance and consultative advice that Contractor will provide Customer to address system application issues identified following the move to production for daily use. Warranty support extends for a period of 15 calendar days beyond the final Go-Live date, which is defined as the first day that the system is in use after the go live event .

At the end of the Warranty period Contractor will work with Customer to transition the project artifacts, including any open issues to the appropriate support team as designated by Customer for follow up beyond the warranty period.

WARRANTY SUPPORT: RESPONSIBILITIES
Contractor's Responsibilities
• Contractor will provide remote support for Contractor -developed Clariti configuration and development as a warranty period as defined above.
• Contractor will work with the Customer to address issues identified during this period using a Post-Production Issues List. Issues related to items that are not in this SOW, Contract, or any duly authorized change order Amendment, are not the responsibility of Contractor . • During this period, Contractor will not be configuring or developing additional system outputs, conversions, record types, automations, or workflow processes that were not included in this SOW or previously identified and agreed to . Any such additional work identified would require a change order Amendment .
• Contractor will provide timely and appropriate response to Customer's request for information .
• Contractor will work with Customer to transition the project artifacts, including any open issues to the appropriate team for ongoing support.

Customer's Responsibilities
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• Customer will provide technical and functional support to End Users for production support and monitoring . Customer End Users will be instructed not to contact Contractor directly. • Customer technical support personnel will elevate issues to Contractor during warranty support period and participate in issue resolution process, thus facilitating knowledge transfer and training Customer to handle issues internally .
• Customer will develop and maintain the Post-Production Issues List in Contractor's project management system.
• Customer will provide timely and appropriate responses to Contractor's request for information .

WARRANTY SUPPORT: ACCEPTANCE CRITERIA
Customer Acceptance Criteria
•
•
Contractor performed all its responsibilities for this task .

Contractor completes the post-production support for the period identified in the Scope Summary.

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Code Enforcement Project
Project Summary
The following summary is an overview of this phase of the project . A more thorough description of each deliverable is provided in the Deliverables section below .

Customer Divisions/ Departments
The following Customer departments will be engaged in the project to design and implement the system for the Code Enforcement project:

1. Code Enforcement

2. Business Licensing

3. Rental Housing Management

4. Cannabis Licensing and Management

5. Recycling and Solid Waste
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Phase One: Code Enforcement Assessment
The Contractor will perform an in-depth review of work performed to date on the project and a confirmation of the requirements which the Customer is seeking to include in the next phase of the project . This task is comprised of a detailed review of the Customer's current system and processes and a series of meetings and interviews with Customer resources to elicit and document requirements for the project.

Contractor will review and document the work performed to date by other parties and generate documentation to drive discussions with Customer personnel to confirm or deny appropriate design and usability going forward . The review of work performed to date will include requirements documentation and other documentation artifacts and solution configuration or development .

Contractor will then hold meetings with each department in scope to confirm the requirements for each department, comparing the existing work performed to date, the needs as defined in the original RFP, and the needs and requirements articulated in meetings by Customer teams . Requirements sessions with departments will include requirements discussions focusing on how Customer personnel and citizens will engage with the platform to solve their unique business and functional challenges. These meetings will be with a mix of onsite and remote meetings .

Data Mapping meetings with Customer and any 3rd party resources will also be held, to establish groundwork and methodology and estimated timelines for all future mapping and conversion exercises.

Interface and systems integration meetings will also be held with relevant parties to review all integration work in scope, identify APls and technologies which will be employed on each and develop a rough level of effort, timeline and prioritization for all integrations work . Integration specification documents will not be generated at this time, but enough information will be gathered and documented such that a level of effort for each integration can be developed.

Meetings with departments will include an assessment of all "System Outputs" (reports, letters, emails, documents) that will be required as part of the project scope. Examples of the to-be assessed "System Outputs" include photographic files, scheduled appointments, and other outputs that are correlated by system criteria .

Based on the results of the prior step, the Contractor will revisit the work completed to date by other parties and perform a re-assessment of whether that work can be used or whether it needs to be discarded and re­ worked.

A report summarizing the Contractor's findings will be generated, which will document the agreed upon set of requirements necessary for the next phase of the project . This report will include several key elements.

1. The agreed upon requirements for the full project, in summary fashion (number of record types, number and list of integrations to be completed, number of reports or system outputs to be completed, any Customer-specific solution customization(s), and Clariti solution product enhancements, etc.).

2. An assessment of the work performed to date against those requirements, with an estimated percentage of that work which can be re-used going forward .

3. Any unusual or new requirements discovered, which have not been previously documented or known, and which may cause scope to increase. In this context, a scope increase would be as Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111 2111
measured against the scope documented within the Customer RFP and the items noted specifically as in-scope within the "risk log" attached to this SOW as Exhibit 4.

4. Any perceived "gaps" or areas of concern or "gray areas" which Customer resources could not fully quantify in the time allotted, and which may need to be accounted for in future phases.

5. A summary of the required changes in the overall level of effort required to complete the Code Enforcement project in full.

Phase One: Code Enforcement Assessment - Findings Presentation and Project Re­ Alignment
Meetings will be driven by the Contractor team with all relevant parties, to review the "Phase One Project Scope Findings" report and review the report in detail, focusing on potential scope changes and their budgetary impact.

Once the scope re-baseline is confirmed by all parties, if the scope of the project has increased or decreased in any way from the terms of this SOW as currently defined, all parties will negotiate in good faith to confirm a new scope, timeline and budget for the project, and will then revise this SOW and/or generate additional contracting mechanisms in order to agree on a new contract to complete the full project.

PHASE ONE ASSESSMENT: RESPONSIBILITIES
Contractor's Responsibilities
• Delivery of detailed documentation illustrating the work performed by prior parties on the project.
• Meetings with each department in scope to confirm the requirements for each department and to review the prior work completed.
• Create tickets in Contractor's project management system illustrating the requirements gathered in these meetings and including User Stories for each. • Create an inventory list of all system outputs required from the system. • Data Mapping meetings, and associated documentation of results in Contractor's project management system.
• Integration meetings and associated documentation of results in Contractor's project management system (for clarity this documentation is high level and does not consist of completed interface specification documents at this time). • Delivery of a report summarizing the Contractor's Phase One findings (the report will be titled "Phase One Project Scope Findings") .
• Meetings to review the "Phase One Project Scope Findings" and to then subsequently negotiate any necessary modifications to this SOW based on changes to the associated scope, timelines, and budget .

Customer's Responsibilities
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• Customer will collaborate with Contractor on all Contactor deliverables for this phase and will review and approve each deliverable in a timely manner . • Customer will arrange for the availability of appropriate Customer staff to participate in all meetings, analysis and review sessions required for this phase. • Customer will identify a SME for each area as the final point of contact and decision maker on all reviews, issues, and modifications for their area.
• Customer staff will come prepared to sessions, participate, and perform assigned tasks in a timely manner.
• Customer will ensure that appropriate stakeholders actively participate in the review of the " Phase One Project Scope Findings" report and all subsequent final project SOW negotiations . • Customer will review the report which details the full project requirements and will negotiate in good faith with Contractor to evaluate the requirements and any needed revisions to the definition of scope for the full project implementation of Clariti Enterprise for the Code Enforcement project.

PHASE ONE ASSESSMENT: ACCEPTANCE CRITERIA
Customer Acceptance Criteria
•
•
Delivery of all items documented within this section .

Approval by Customer of requirements documentation .

Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111 2111
Phase Two: Code Enforcement - Project Restart
Following Phase One: Code Enforcement Assessment and any needed revisions to the definition of scope for the full project implementation of Clariti Enterprise for the Code Enforcement project, the Contractor will proceed with the necessary administrative tasks to document all the confirmed scope and findings in Contractor's ticketing system and will re-initiate the project kickoff steps to ensure alignment among all parties on the revised scope.

These tasks include:

1. Refinement of the project and staffing plan for the entire project including Customer required staffing resource allocations will be performed, in collaboration with Contractor and Customer teams .

2. Development of more detailed "User stories" which describe how Customer personnel and citizens will engage with the platform to solve their unique business and functional challenges. These stories will be documented in Contractor's ticketing system, based on the facts and requirements gathered to date .
a. These user stories will be documented in the Contractor's project management and ticketing system and given an estimated level of effort.

3. Refinement of the comprehensive Testing Plan and quality control framework for the project, and delivery of training on this framework for Customer resources, who will be tasked with test case development throughout the project . This is to include specifics around testing of work product at various levels including components, records, and overall system. a. The key components of the Test Plan will include:
i. Environment Management Plan
ii. Preparation and UAT Preparation Plan
iii. Test script signoff and acceptance process
iv. Unit testing practices
v. Regression testing practices
vi. Defect management practices

4. Follow up data mapping meetings with Customer and any third -party resources to identify opportunities for initial data mapping efforts, and to establish a groundwork and methodology and estimated timelines for all future mapping exercises.

5. Follow up interface and systems integration meetings to review all integration work in scope, identify APls and technologies which will be employed on each, develop a timeline and prioritization for all integrations work and begin developing, in priority order, necessary specification documents for each planned integration.

6. Documentation of planned environment and release management processes/tools for the project will be identified.

7. Documentation of high-level global design standards to ensure consistency across all phases and departments as the project progresses will be developed . This plan will be built in tandem with the customer, using a pre-built sandbox environment to showcase what is possible, allowing the customer to pick and choose from a variety of options to make an informed decision on the following areas:
a. This plan will include look-and-feel standards across the project.

Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111 2111
b. This plan will establish how the customer will use Clariti both from a citizen perspective and an end user perspective
c. This plan will lay out global expectations for automatically generated outputs from the system, including headers, footers, cc/bee requirements and more from within the product to ensure that communications from the product are clear and align with expectations CODE ENFORCEMENT PROJECT RESTART: RESPONSIBILITIES
Contractor's Responsibilities
• Delivery of a refined project plan for the entire project . • Meetings with key stakeholders to re-kickoff the project with the new scope, and to re­ confirm project scope with all teams and departments as necessary. • Contractor will perform detailed project assessment and requirements gathering sessions and document results in ticketing system.
• Contractor will document all requirements in the Contractor's project management system with user stories (Note - requirements will not be finalized for the full project at this time and will be refined in subsequent "Requirements Gathering" meetings throughout the project) . • Delivery of a refined project plan for the Code Enforcement implementation project . • Delivery of a comprehensive Test Plan and QA framework for the project, illustrating ticket structures and sample test cases for use throughout the project. • Contractor will meet with Customer resources to perform follow up data mapping exercises and document the results and go-forward plans in Contractor ticketing system. • Contractor will meet with Customer resources to perform follow up integration planning sessions for each interface and will document the results and go-forward plans in Contractor ticketing system. (Note - It is not expected that these meetings will result in completed interface specification documents at this time, but that substantial work towards that goal will have been achieved, along with plans for the completion of this work .) • Contractor will deliver an initial requirement backlog which demonstrates a thorough understanding of all Customer requirements, and which also illustrates a method for tracing these requirements to specific tickets in Contractor system, to enable requirements tracking as the project moves forward.
• Delivery of an environment and release management process document . • Delivery of high-level global design standards documentation .

Customer's Responsibilities
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• Customer will collaborate with Contractor on all Contactor deliverables for this phase and will review and approve each deliverable in a timely manner . • Customer will arrange for the availability of appropriate Customer staff to participate in all meetings, analysis and review sessions required for this phase. • Customer will identify a SME for each area as the final point of contact and decision maker on all reviews, issues, and modifications for their area.
• Customer staff will come prepared to sessions, participate, and perform assigned tasks in a timely manner.
• Customer will provide feedback based on project timeline and collaborate with Contractor in a timely manner such that any concerns can be addressed without impacting the overall project schedule.
• Customer will review and approve all documented requirements in the Contractor project management system.

CODE ENFORCEMENT PROJECT RESTART: ACCEPTANCE CRITERIA
Customer Acceptance Criteria
•
•
Delivery of all items documented within this section .

Approval by Customer of requirements documentation .

Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 1111111
Phase Two: Code Enforcement - Configuration of Record Types This task is comprised of Contractor refining requirements, planning sprints, making agreed to configurations, performing initial QA, conducting follow -up reviews, and migrating approved configurations into the test environment, and then seeking signoff from Customer during the initial sprint based UAT process. This work will be performed in a series of Sprints to be further defined in conjunction with Customer resources. The work will include all configuration elements for each record type in scope, including workflows, forms, custom fields, citizen portal layouts, related system outputs and more .

Contractor will configure up to 23 record types based on the User Stories developed in previous phases. A record type is defined as one unique workflow supporting the application, review, and approval process for a single type of permit, or license, or complaint . An example of a record type is "Residential Addition Building Permit" . Another might be "Commercial New Construction Building Permit" . Note: Contractor met with Customer representatives to assess the number of overall record types to be included in this project .

The list of record types is included as Exhibit 2.

The parties agree that the records to be configured will be confirmed during the initial Phase One: Code Enforcement -Assessment of the engagement described elsewhere in this agreement . Since each record type requires a certain number of hours to develop, test, and implement, if it is determined at that time that more records will be required then a Change Order will be negotiated to address any additional records and/or work .

During Sprints, Contractor will also work with Customer personnel to design and implement the web-based interface that citizens in the jurisdiction will use to engage with the system to apply for and get information about their permits and license applications, known as the Community Portal. This design will be based on user stories as developed during the restart phase of the project .

The design of the citizen portal must meet ADA accessibility requirements and undergo usability testing with city staff and citizen groups to ensure it meets the needs of end-users .

1. Client is responsible for ensuring that the platform is fully capable of complying with ADA accessibility standards, and for assisting Contractor in any challenges with configuring it to be compliant .

2. Customer is responsible for coordinating usability testing with city staff and citizen groups.

Prior to the start of record type configuration efforts, Contractor will work to execute against the global standards document identified elsewhere in this document, once that document has been approved . While some demonstration record types might need to be configured to demonstrate the full scope of what has been configured globally, it is intended that this takes place prior to record type configuration.

The records will be developed with significant Customer participation, in a series of "Sprints" as further defined below .

CODE ENFORCEMENT RECORD TYPE CONFIGURATION: RESPONSIBILITIES Contractor's Responsibilities
Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 1111112
• Contractor will organize and execute a sprint-based approach to development of required record types . Sprint durations will be planned with the Customer and will be 2 to 4 weeks in length, and may vary depending upon various factors, including the volume and type work to be performed, holiday schedules, project deadlines, and other factors. The planned sprint duration for the project will be agreed upon between Customer and Contractor during the development of the detailed project plan addressed elsewhere in this document . Any necessary deviation from the planned sprint duration will require review and mutual approval between all parties in advance.
• Contractor will hold additional, more detailed requirements gathering and refinement sessions as required in sprint planning meetings and will ensure requirements are thoroughly documented in tickets .
• Contractor will plan the work to be performed in the sprint by identifying relevant tickets and organizing them into the sprint. Contractor will then review requirements with key Customer stakeholders and obtain sign-off on these requirements from Customer . • Contractor will make system configurations based on gathered requirements as documented and approved by Customer in tickets .
• Contractor will support the Customer (via training and oversight) in the writing of initial test cases for each unit of work that is to be developed in at the beginning of the Phase. • Contractor will meet with Customer and define the portal requirements and document them in the Contractor project management system.
• Contractor will set up the citizen portal branding by loading background image supplied by Customer .
• Contractor will demonstrate the requested citizen portal branding, pages and sections updated and payment acceptance in the test environment
• Contractor will set up all items from the global design document and ensure they are working as intended .
• Contractor will perform quality control reviews sufficient to ensure all functionality is working as designed and is in accordance with documented requirements . • Contractor will conduct follow -up reviews with Customer to validate all agreed-to modifications have been completed .
• As work is confirmed to be completed, Contractor will migrate the associated configuration from the Development environment to the test environment to prepare for User Acceptance Testing .
• Contractor will then appropriately close out each sprint, closing completed tickets and/or moving incomplete tickets into future sprints or into a " backlog" of work to be completed later in the project . All parties will review and mutually approve the assignment of incomplete tickets to future sprints or into the "backlog" .
• Contractor will notify Customer of work (tickets) which are ready for UAT and will assist Customer resources in executing that UAT, to the extent necessary. • Contractor will complete the Phase based tasks required to prepare for sprints during each phase as identified above.

Customer's Responsibilities
Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111111111
• Customer will arrange for the availability of appropriate Customer staff to participate in all required sprint sessions.
• Customer staff will come prepared to sessions, participate, and perform assigned tasks in a timely manner.
• Customer will participate in requirements documentation sessions and processes. • Customer will approve all requirements for each sprint within 3 business days from these requirements being completed.
• Customer will document written test cases for all sprint deliverables in ticketing systems. • Customer will update test cases, as necessary, based on Contractor review feedback. • Customer will execute test cases for the sprint items in UAT sessions, in a timely fashion and in accordance with the Deliverable Acceptance and Change Control Process documented in this SOW. Issues will be documented by Customer in Contractor ticketing system. • Customer will review and approve the portal requirements documentation in the Contractor project management system.
• Customer will provide website branding files, list of distinct updates and supported payment vendor information.
• Customer will review and test all citizen portal configuration and provide feedback to Contractor. All such Customer review is subject to the Deliverable Acceptance and Change Control Process defined in this SOW.
• Customer will, when specific items have passed the initial "sprint based UAT" step, as defined elsewhere in this SOW, indicate this acceptance in each relevant ticket . Note that additional rounds of testing will occur in both the Phase based UAT step, and in a system wide "SAT" step. The initial acceptance is required, and indicates that the work is functioning as intended, according to specifications in each ticket .

CODE ENFORCEMENT RECORD TYPE CONFIGURATION: ACCEPTANCE CRITERIA Customer Acceptance Criteria
Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111l114
• Completion of Contractor responsibilities for each sprint, phase, and record as documented above.
• Demonstration by Contractor of working functionality of each of the implemented record types in each sprint .
• Confirmation that the work documented in the Sprint is functioning as expected, meet the general requirements detailed in the Contractor project management system, and is ready for further testing in the UAT step defined below.
• Completion of sprint and phase UAT by Customer on all tickets in the sprint. • Demonstration by Contractor of working functionality of each of the completed tickets in each sprint .
• The approved configurations have been migrated to the Test environment. • Notes:
o some work which is included in a Sprint may not be completed within that Sprint and may be brought forward into a future Sprint . This is normal and an expected outcome for the Agile development process. These decisions will be made by the Contractor project manager in consultation with Customer resources. o Sprints may include entire records or may just include sub-components of one or more records.
o For a sprint to be completed, it is not necessary that an entire record is completed . Many sprints may not result in a full record being completed but may simply have sub-components of a record being completed . This is considered acceptable for sprint completion purposes.
• Approval by Customer resources of work completed during a sprint, including configuration and/or records developed during the sprint process (if any have been fully completed), following "Sprint based UAT" testing, but prior to "Phase based UAT" and formal "SAT" signoff as defined by the following tests:
o All required functionality for the record as documented in the record's corresponding ticket in Contractor's ticketing system (the "parent" ticket) and its component tickets (the "children" tickets) have been tested during Sprint based UAT and marked as approved by Customer resources .
• Exceptions for Record approval Notably, during the initial build process for any one record, there may be limitations which are not yet functioning and therefore cannot be tested at this stage. These conditions include the following:
o Interactions with other records that have not yet been fully configured. o Interactions with other system components, such as integrations, which have not yet been fully completed.
o Interactions with other functional area system components .

Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111111111
Phase Two: Code Enforcement - Interfaces
This section details the interfaces that are applicable to only the Code Enforcement project implementation.

The approach that will be utilized to design, develop, and test the in-scope interfaces is documented in detail within the section General Project: Interfaces . Any interfaces that are global across both Code Enforcement and ESPS projects or are uniquely specific to the ESPS projects are contained within the respective section of this comprehensive SOW.

The following interfaces are not included with the general interfaces as they are specific to the Code Enforcement project scope. They are as follows:

INTEGRATION DATA EXCHANGED FREQUENCY DIRECTION METHOD
Contractor State Contractor license status . Real-time One Way API Licensing Board
• API call during contractor account registration to store details at the account {CSLB) level • API call during application intake or other event -based scenarios during application review
• Stored on own object and validated within account setup and workflows .

Microsoft Outlook Calendar information Real-Time Sync Add On • Desktop Outlook or OWA
• At User Level
These interfaces will connect and integrate with the Clariti platform according to business rules which will be captured and documented in specification documents. Contractor will then develop these interfaces, test them, and work with Customer, and Customer third parties to deploy and further validate the appropriate functioning of each interface .

The responsibilities and acceptance criteria are documented in detail within the General Project: Interfaces section of this comprehensive SOW.

Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111111111
Phase Two: Code Enforcement - Data Migration
This section details the approach to data mapping and migration that is applicable to the Code Enforcement project implementation . Data Migration Services will be delivered by a combination of Customer and Contractor resources as documented in the chart below:

Data Migration Services Responsibility/Ownership Chart
Activity Description Contractor Customer
Documentation Develop a detailed written plan illustrating and Responsible to Responsible to documenting the data sources, processes to be Execute Validate used for extraction and transformation and
loading, along with internal QC checks and
validations required to ensure seamless
execution of the plan in conjunction with the
overall project plan.

Data Mapping Collaborate and contribute to the data Responsible to Responsible to from legacy mapping plan by identifying the legacy data Validate Execute •ields, and any necessary related details, that
need to be mapped to the destination Clariti
system.

Data Mapping to Collaborate and contribute to the data Responsible to Responsible to Clariti mapping plan by identifying the destination Validate Execute location within Clariti for legacy data.

Data Cleansing Resolve data quality issues such as invalid Responsible to Responsible to dates, mis-formatted fields, etc., such that Consult Execute and when data is migrated it is normalized and And collaborate Validate usable in the new platform . Note that data
cleansing does not include cleanup of typos,
::,pelling errors and other quality issues which
may exist in open text type fields in source
::,ystems.

Data Loading Load data efficiently and accurately from the Responsible to Responsible to legacy system into the new platform and Execute Validate ensure the latest data is loaded at the
appropriate times according to the overall
project plan.

Deployment to Move configuration data from build Responsible to Responsible to Migration orgs environment to migration environments as the Validate Execute project progresses, such that up-to-date
:::onfigurations are available in the migration
environments to support mapping and
migration tasks.

Scheduling Schedule jobs which then push data from Responsible to Responsible to migration jobs legacy platforms into the new platform on an Execute Validate appropriate schedule and as dictated by the
overall project plan.

Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 1111117
Resolve Data Provide data transformation services to Responsible to Responsible to Migration UAT correct issues ident ified during testing Execute Validate issues sessions.

Go-live migration Migrate data from the final testing Responsible to Responsible to environment into the production environment Execute Validate according to the planned go live schedule.

Post Go-live data Provide timely data transformation services to Responsible to Responsible to migration hyper ::orrect issues identified once production Execute Validate care :.ystems are live, and issues are uncovered in
he data
Data Migration - Validations Details
Validation services performed by Contractor will consist of a reasonable quality control review of each activity result defined in the chart above. Due to the volume of data involved it is not possible to validate all data points. Rather an adequate "spot check" process will be defined in coordination with Customer resources and executed by Contractor resources. Client written test cases will be used to list categories of data to be tested, and SQL scripts and manual reviews will then be used to inspect the results.

DATA MIGRATION: RESPONSIBILITIES
Contractor's Responsibilities
• Contractor is responsible for the following oversight services relating to the data migration efforts:
0 Delivery of a low level, detailed data conversion plan as described in the chart above. 0 Collaboration with Customer resources to "map " source fields to the appropriate destination fields in the Clariti platform, based on Customer requirements . 0 Communications and adjustments to these mappings as Customer needs evolve throughout the life of the project .
0 Collaboration with Customer resources to coordinate appropriate timing of up to 3 data conversions executions throughout the life of the project. 0 Contractor will provide data migration services, with Customer providing oversight, tools, and resources to ensure accurate execution .
0 Resolution of data migration issues as reported by the Customer and resulting from testing activities .
0 Customer and Contractor will collaborate to resolve data quality issues during migration, with all parties responsible for identifying and resolving errors to avoid project delays.
0 Execution and_Validation of all relevant activities according to the chart provided above titled " Data Migration Services Responsibility/Ownership Chart" Customer's Responsibilities
Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111111111
• Any and all data cleansing from any and all data sources, including execution and validation with Customer teams to ensure data is accurate .
• Collaboration with Contractor resources on appropriate mapping of fields to destination fields in Clariti platform .
• Validation of all data loading services, in support of and at the direction of Contractor resources, with appropriate staffing and availability to meet project needs. Note that significant flexibility in staffing availability will be required throughout the project, as data migration timing and needs shift with the project timelines as the project evolves. • Testing of all data migrations performed during any sprints (UAT) and during the final SAT phase of the project in a timely manner, and in accordance with the Deliverable Acceptance and Change Control Process defined in this SOW.
• Customer and Contractor will collaborate to resolve data quality issues during migration, with all parties responsible for identifying and resolving errors to avoid project delays. • Validation of all data quality issues corrected by Contractor during UAT or SAT. Validation must be performed in a timely manner such that it does not impede project timelines . • Any delays with data migration services as defined above for Customer, will be reported to Customer by Contractor for resolution. If such delays lead to substantial impact on the project timelines a change order will be required to accommodate the additional costs of supporting the delays.
• Execution and Validation of Services as documented in the chart above titled "Data Migration Services Responsibility/Ownership Chart".

DATA MIGRATION: ACCEPTANCE CRITERIA
Customer Acceptance Criteria
•
•
•
Contractor has performed migration services as defined above .

Customer has performed migration services as defined above .

All required data has been approved and migrated to production systems .

Clariti 111 Sacramento 111 Comprehensive SO111 for Code Enforcement 111 Entertainment Services Pa111 e 111111111
Phase Two: Code Enforcement - System Outputs
System Outputs include anything that can be produced from the system, including but not limited to, email notifications, management reports, inspection reports, certifications (permits, licenses, coos), notification letters, invoices/receipts, etc.

Specific to the Code Enforcement project, 200 system outputs are included in this scope. System outputs beyond this number are not in scope.

During Phase One: Code Enforcement Assessment, the Contractor will lead an exercise with Customer to inventory all system outputs required from the system. This exercise will start with a listing of all system outputs that are generated automatically or manually from the system in use by the Customer today . From the initial list, Contractor will work with Customer to agree to an initial proposed solution within the Clariti system for how the output would be solved, meaning by report, letter template, email template, or other means, like a List View. Subsequently, Contractor will work with Customer to indicate which party is initially assigned the responsibility to configure each item within the constraints of the total number of system outputs which Contractor is allocated in this SOW elsewhere . As a result of this exercise, each system output will be assigned an output type and an owner (Customer or Contractor) .

In the event the mutually agreed responsible party needs to change for any initially planned system output, Contractor and Customer will collaboratively review and agree to such change using the change control process. Any additional system outputs that need to be configured by Contractor may require additional costs and would be indicated as such within the change order documentation . It is noted that Client will deliver additional system outputs for Customer which are not reflected in the numbers below .

Of the total system outputs included in scope, they available for use as follows:
• Email notifications
• Report outputs (Example: statistical or financial reports intended for resource allocation or monthly/quarterly reports to Customer Boards and/or Commissions.) • Letters (Example: Letters are more formal outputs that are typically printed and mailed via U.S.

Postal Service. These could be Notice of Violations, Stop Work, Affidavits, Board Hearings, etc.) Customer will however be trained on generating these outputs so that they can build additional outputs as necessary.

SYSTEM OUTPUTS: RESPONSIBILITIES
Contractor's Responsibilities
•
•
•
•
•
Contractor will work with Customer to identify system output requirements and determine which will be developed by the Customer and the Contractor, subject to the defined work limits defined in the scope section of this SOW.

Contractor will develop up to the number of system outputs identified in scope .

Contractor will complete the actual system outputs .

Contractor will perform QA on the system outputs as required to ensure quality .

Contractor will present the outputs to the Customer for UAT testing . This will occur during the organized sprints outlined above in this SOW.

Clariti 111 Sacramento 111 Comprehensive SOlll for Code Enforcement 111 Entertainment Services Pa111 e 111 40
Customer's Responsibilities
• Customer will provide legacy system or desired output samples, information, and data in the formats specified by Contractor that will be needed for the Contractor-developed outputs. • Customer will collaborate with Contractor, during the Phase One: Code Enforcement Assessment, to initially identify which outputs are to be delivered by Contractor and which will be delivered by Customer resources, as outlined elsewhere in this SOW. • Customer will develop and document test cases for each report in a timely manner, entering the details into Contractor's ticketing system.
• Customer will promptly review and test the configured Contractor developed outputs and provide feedback to Contractor on the status of their completion. (Note - All such Customer review is subject to the Deliverable Acceptance and Change Control Process defined in this SOW.)
• Customer will be responsible for developing any additional outputs beyond those developed by Contractor .
• Customer resources will participate in system output development training sessions.

SYSTEM OUTPUTS: ACCEPTANCE CRITERIA
Customer Acceptance Criteria
•
•
Contractor performed all its responsibilities for this Deliverable .

The Contractor-developed system outputs have been successfully tested, validated, and approved .

Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111 41
Phase Two: Code Enforcement - Training
Refer to the General Project : Training section for Training details .

Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111 42
Phase Two: Code Enforcement - User Acceptance Testing and Systems Acceptance Testing
Refer to the General Project : User Acceptance Testing and Systems Acceptance Testing section for User Acceptance Testing and Systems Acceptance Testing details . UAT for Code Enforcement will be conducted distinctly and separately from UAT for ESPS, though the process documented in the General Project: User Acceptance Testing and System Acceptance Testing section applies to both .

Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111 4111
Phase Two: Code Enforcement - Go-Live Support
Refer to the General Project : Go-Live Support section for Go-Live Support details. Go-Live for Code Enforcement will be conducted distinctly and separately from Go-Live for ESPS, though the process documented in the General Project: Go-Live Support section applies to both .

Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111 44
Phase Two: Code Enforcement - Warranty Support
Refer to the General Project : Warranty Support section for Warranty Support details . Warranty Support for Code Enforcement will be conducted distinctly and separately from Warranty Support for ESPS, though the process documented in the General Project: Warranty Support section applies to both .

Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111 4111
Entertainment Services Project
Project Summary
The following summary is an overview of this phase of the project . A more thorough description of each deliverable is provided in the Deliverables section below .

Customer Divisions/ Departments
The following Customer departments will be engaged in the project to design and implement the system for the Entertainment Services Permit System project:

1. Entertainment Services

2. Code Enforcement

3. Police

4. Fire

5. Parking and Traffic Engineering
Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111 4111
Phase Three: Entertainment Services - Requirements Confirmation To start Requirements Confirmation the Customer will provide to Contractor the up-to-date application forms, fee details, and business process workflow documentation related to the three in-scope record (permit) types . It is critical that this information be provided early in the project to support the expedited timeline for the Entertainment Services Permit System project.

Requirements confirmation includes the review of the project requirements (as documented pre­ contracting, in the form of the RFP), with the customer subject matter experts in consideration of any changes or elaboration needed. This is an important task to validate the scope of the project early and serves as the foundation for the configuration and activities that follow . Contractor will work with the Customer team to understand, confirm, and verify business requirements. Active participation from Customer process and knowledge experts is critical, so that Contractor will have a complete and mutually agreed upon project scope.

It is critical that the Customer's fixed set of core requirements is provided early in the project as the target end-state . The benefit is that the scope of the project is clearly defined and structured to ensure it is both achievable and aligned with your objectives . As the fixed set of core requirements is finalized through the requirements confirmation task, a gap analysis will be performed to consider any areas in which the change control process is required due to deviations from the originally included scope, schedule, and/or budget .

This gap analysis will be focused in two key categories: 1) confirmation that the business requirements are within the scope included within this SOW and 2) confirmation that Clariti software configuration is leveraged over customization.

A series of requirement confirmation interviews will be conducted with the Customer team to review, confirm, and elaborate upon each requirement. The interviews will consist of meetings with business representatives who are knowledgeable in the rules and regulations governing each record (permit) type .

The following tasks and deliverables are related to requirements confirmation.

TASKS & DELIVERABLES TASKS PROJECT DELIVERABLES
Requirements Confirmation • Conduct requirement • Documented confirmed confirmation meetings requirements
• Document the confirmed • Gap Analysis Report
requirements in the Contractor's
backlog management system
• Gap analysis
Contractor will compile all requirements included from the Request for Proposal, our proposal response, and any negotiated items from the contract negotiations, into the Contractor's backlog management system. This system will serve as the single repository for all requirements and indicate what record type(s) and business function(s) to which the requirement relates . The system will provide forward and backwards traceability, meaning that the source of the requirement will be indicated as well as the indication of how the in-scope requirements are to be accommodated in the Clariti system. Any requirements that arise that are out-of-scope will be captured within the system and indicated as such. The system will be considered a "living" source of information and should not be considered complete until the project is complete .

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If, during the interviews, new requirements are discovered that cannot be handled by the setup and configuration of the system, they will be evaluated as project scope additions and handled via the change control process. The requirements confirmation will include interviews related to the business processes for the following Entertainment Services related record types .

RECORD TYPES
• Special Event Permits
• Film Permits
• Entertainment Permits
In addition to the business requirements confirmation, Contractor will also confirm the interface specifications for all in-scope integrations during this task. Contractor will leverage several of the integrations that are being implemented for the Customer Code Enforcement project . Leveraging these integrations from the existing Clariti software environments will allow the same interface specifications to be used for the ESPS project, saving time and effort . Therefore, the interface specifications will need to be written only for the new integrations needed for the ESPS project .

The requirement confirmation activities are grouped into the following requirement categories and related areas.

REQUIREMENT CATEGORIES AREAS
Public Services • Public search
• View approved permits
Registered User Services • My Account Overview • Track and Pay Fees • Initial Application • Upload Documents
• View Applications and Status • View/Download Documents • Amend Applications
Entertainment Services Permit • Data field requirements • Inter/cross-departmental ~pplication Processing/ • Business rules collaboration
Workflow • Workflow • Comment tracking and
• Notifications and alerts consolidation
• Internal and external progress • Letter generation
tracking • Fees
• Correspondence • Inspections
• Submission (associated • Notes
documents) review • Post Event Review (Special
Events)
Financials/ Online Payments • Reconciliation and reporting • Refunds and voids • Payment processing • Cashiering management
• Deposit management and
accounts receivable
Entity Management • Account management • Search
• Address management • Relationship management
Reporting & Analytics • Lists • Dashboards/ Data
• Reports Visualization
$ystem Administration • Administration and security • Template management • Staff and role management
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The following table identifies the responsibilities for all parties included in our requirements confirmation approach.

REQUIREMENTS CONFIRMATION: RESPONSIBILITIES
Clariti's Responsibilities
• Document requirements within the Contractor's backlog management system. • Prepare pre-configurations of the Clariti software to validate the translation of Customer provided application forms, fees, and workflows into standard solution configurations. • Create an inventory list of all system outputs required from the system. • Prepare interface specification documents for the new in-scope integrations. • Perform a gap analysis focused in two key categories: 1) confirmation that the business requirements are within the scope proposed from the RFP and 2) confirmation that Clariti software configuration is leveraged over customization. • Document any deviations from the proposed scope in a gap analysis report for review with the project management team .
• Lead the review and decision process of the documented gap analysis, adjusting project scope, schedule, and budget accordingly via the change control process.

Customer's Responsibilities
• Provide up-to-date application forms, fee details, and business process documentation related to the three in-scope record (permit) types. Plan and ensure attendance and participation of subject matter experts in the scheduled sessions.
• Prepare the subject matter experts in advance, with guidance from Contractor, of the sessions to avoid confusion of the purpose and intent.
• Provide detailed layouts, specifications, selection criteria and business rules for reports and system generated documents and communication.
• Identify and interpret any applicable laws, regulations, and ordinance or bylaws that influence business processes or configuration of the software .
• Provide access to legacy system(s) data.
• Amend any existing procedures (system or manual) and implement new procedures where required.
• Review and approve documented requirements within the Contractor's backlog management system and any additional supporting documentation of requirements within four (4) working days.
• Review gap analysis report, discuss and agree upon the path forward for any identified gaps including any usage of the change control process to modify the original scope, schedule, and/or project budget within four (4) working days.
• Review and approve interface specification documents within four (4) working days.

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Phase Three: Entertainment Services - Project Start
Following Phase Three: Entertainment Services - Requirements Confirmation and any needed revisions to the definition of scope for the full project implementation of Clariti Enterprise for the ESPS project, the Contractor will proceed with the necessary administrative tasks to document all of the confirmed scope and findings in Contractor's ticketing system and will re-initiate the project kickoff steps to ensure alignment among all parties on the revised scope.

These tasks include:

1. Refinement of the project and staffing plan for the entire project including Customer required staffing resource allocations will be performed, in collaboration with Contractor and Customer teams .

2. Development of more detailed "User stories" which describe how Customer personnel and citizens will engage with the platform to solve their unique business and functional challenges. These stories will be documented in Contractor's ticketing system, based on the facts and requirements gathered to date .
a. These user stories will be documented in the Contractor's project management and ticketing system and given an estimated level of effort of the time needed to configure and test the related functionality.

3. Refinement of the comprehensive Testing Plan and quality control framework for the project, and delivery of training on this framework for Customer resources, who will be tasked with test case development throughout the project . This is to include specifics around testing of work product at various levels including components, records, and overall system. a. The key components of the Test Plan will include:
i. Environment Management Plan
ii. Preparation and UAT Preparation Plan
iii. Test script signoff and acceptance process
iv. Unit testing practices
v. Regression testing practices
vi. Defect management practices

4. Follow up data mapping meetings with Customer and any third -party resources to identify opportunities for initial data mapping efforts, and to establish a groundwork and methodology and estimated timelines for all future mapping exercises.

5. Follow up interface and systems integration meetings to review all integration work in scope, identify APls and technologies which will be employed on each, develop a timeline and prioritization for all integrations work and begin developing, in priority order, necessary specification documents for each planned integration.

6. Documentation of planned environment and release management processes/tools for the project will be identified.

7. Documentation of high-level global design standards to ensure consistency across all phases and departments as the project progresses will be developed. This plan will be built in tandem with the Customer, using a pre-built sandbox environment to showcase what is possible, allowing the customer to pick and choose from a variety of options to make an informed decision on the following areas:
a. This plan will include look-and-feel standards across the project.

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b. This plan will establish how the customer will use Clariti both from a citizen perspective and an end user perspective
c. This plan will lay out global expectations for automatically generated outputs from the system, including headers, footers, cc/bee requirements and more from within the product to ensure that communications from the product are clear and align with expectations ENTERTAINMENT SERVICES PROJECT START: RESPONSIBILITIES
Contractor's Responsibilities
• Delivery of a refined project plan for the entire project . • Meetings with key stakeholders to kick off the project . • Contractor will perform detailed project assessment and requirements gathering sessions and document results in ticketing system.
• Contractor will document all requirements in the Contractor's project management system with user stories (Note - requirements will not be finalized for the full project at this time and will be refined in subsequent "Requirements Gathering" meetings throughout the project). • Delivery of a refined project plan for the ESPS implementation project. • Contractor will meet with Customer resources to perform follow up data mapping exercises and document the results and go-forward plans in Contractor ticketing system. • Contractor will meet with Customer resources to perform follow up integration planning sessions for each interface and will document the results and go-forward plans in Contractor ticketing system . (Note - It is not expected that these meetings will result in completed interface specification documents at this time, but that substantial work towards that goal will have been achieved, along with plans for the completion of this work .) • Contractor will deliver an initial requirement backlog which demonstrates a thorough understanding of all Customer requirements, and which also illustrates a method for tracing these requirements to specific tickets in Contractor system, to enable requirements tracking as the project moves forward .
• Delivery of an environment and release management process document . • Delivery of high-level global design standards documentation .

Customer's Responsibilities
• Customer will collaborate with Contractor on all Contactor deliverables for this phase and will review and approve each deliverable in a timely manner . Customer and Contractor will collaborate and agree on what constitutes a "timely manner" based upon the individual deliverable item, targeting turnaround time generally within four (4) business days. • Customer will arrange for the availability of appropriate Customer staff to participate in all meetings, analysis and review sessions required for this phase. • Customer will identify a SME for each area as the final point of contact and decision maker on all reviews, issues, and modifications for their area.
• Customer staff will come prepared to sessions, participate, and perform assigned tasks in a timely manner .
• Customer will provide feedback based on project timeline and collaborate with Contractor in a timely manner such that any concerns can be addressed without impacting the overall project schedule.
• Customer will review and approve all documented requirements in the Contractor's backlog management system.

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ENTERTAINMENT SERVICES PROJECT START: ACCEPTANCE CRITERIA Customer Acceptance Criteria
• Delivery of all items documented within this section . • Approval by Customer of requirements documentation.

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Phase Three: Entertainment Services - Solution Configuration Contractor will configure your solution based on the in-scope configurations and integrations that were documented during requirements confirmation . Contractor will perform unit testing throughout the configuration and integration development tasks.

It is important to note that the solution configuration will be planned and prioritized based upon the feedback captured from the Customer team following the presentation of pre-configuration during the requirements confirmation task, in addition to additional configuration of features such as letter and email correspondence, etc. This approach allows the team to deliver the most important in-scope capabilities for the ESPS project within the scope and timeline available . Significant deviation from the standard solution configuration, or delays in receiving timely feedback and task completion from the customer team members may cause project delays and will be addressed via the change control process.

The Contractor will work closely with the Customer to ensure accurate interpretation and configuration of the Clariti system in accordance with the results of requirements confirmation . The department business representatives are necessary to attend and participate in the configuration interviews. If any requirements are discovered during the interviews or during the validation of the configurations that cannot be handled by setup and configuration of standard features, then they will be considered as a potential customization via the change control process, if agreed upon by Customer.

It is important that Customer assign a System/Application Administrator who will observe and may, where agreed, actively participate in configuration . The Sacramento System Administrators are encouraged to attend the configuration reviews .

The following deliverables related to Solution Configuration will be provided:

Sacramento
Solution Configuration

1. Permit type configuration:
o The Clariti solution will be configured to include three (3) record types and two (2) unique workflows . Per the scope language in Request for Proposal #P2571011002, the record types to be configured will include the following .

Two workflows ("journeys") will be configured to accomplish the business processing of all the included record types; two record types will share a workflow .
■ Special Event Permit
• Film Permit
• Entertainment Permit
• Fee configuration:
o Up to 13 fee templates will be configured
• Inspection type configuration:
o Up to three (3) inspection types will be configured
• Review type configuration:
o Up to 18 review types will be configured
Letter & Document Configurations

2. The Clariti solution will be configured to include up to o ten (10) email templates,
o ten (10) auto-generated email templates,
Clariti 111 Sacramento 111 Comprehensive SOlll for Code Enforcement 111 Entertainment Services Pa111 e 111111111
o and five (5) letter/document templates with their associated simple replacement variable/merge tag queries.

Report Configurations

3. The Clariti solution will be configured to include up to o five (5) custom reports with no more than two (2) that query multiple database objects
o and one (1) custom dashboard.

Clariti Extended Configurations

4. The Clariti solution configuration will be extended to account for the following requirements:
o the Salesforce Calendar will be configured to accomplish the ability to view a location and calendar to see what dates are open or booked for a space, o the application intake will be configured to collect the event date range and, if possible (Note - the city has noted that the parking meter availability information may not be available in GIS and an integration with Duncan is not possible or in scope), a custom GIS query will be configured to accomplish the ability to view parking meter availability,
o the Salesforce Approval capability will be configured to accomplish the delegate approval routing,
o the Salesforce Alert capability will be configured to accomplish automatic notification to City staff when a change has been made to an application or a requirement has been met,
o the Salesforce Alert capability will be configured to accomplish workflow step escalation, notification and reminders,
o the Sacramento staff will be provided with up to twenty (20) hours of training on how they can create knowledge articles,
o the Clariti Community Portal will be configured to filter out invoices that have been indicated by Sacramento staff in the Clariti solution as having been sent to collections,
o and the Clariti solution will be configured to utilize the Sacramento Okta solution for single sign-on for Sacramento staff.

Clariti Managed Integration Configurations

5. The Clariti solution will be configured to include the following Clariti Managed Integrations:
o Esri ArcGIS
Iteration planning allows for the continual reassessment and prioritization of tasks based on evolving project needs and stakeholder feedback. The Contractors' approach includes regular updates to the project backlog, ensuring that it remains a comprehensive and accurate reflection of the project's requirements and priorities.

The scope of the build phase includes the following build of functionality within Clariti:

KEY ACTIVITY DETAILS
Data Fields All data including record types, contact information, and record specific fields will be configured using Clariti's configuration capability.

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Workflow and Workflow and business rules setup include assignments, status, outcomes and Business Rules results, and notifications and alerts .

Setup
Page/Screen Key areas of configuration include configuring screen labels or rearranging Layouts fields.

Customizations To accomplish the goals of the ESPS project within the timeline and budget constraints we propose to leverage only the standard configuration capabilities of the Clariti solution as it relates to software functionality .

ESPS custom integrations have been removed from the scope of services for this SOW. As such, no customizations are included.

The following table summarizes the key activities and outputs for solution configuration.

KEY ACTIVITY DESCRIPTION OUTPUTS RESPONSIBILITY
Iteration Planning The objective of this activity is to review Project backlog Contractor and make targeted updates to the updates
project backlog.

Iteration Cycle The objective of the iteration cycle is to Designed, Contractor design, configure, and test user stories to configured and confirm that they meet the user unit tested
acceptance criteria. functionality
Review & Accept The objective of this task is for the team Accepted iteration Contractor to demonstrate what has been capability delivery
completed during the iteration and
gather feedback from the customer
stakeholders.

The following table identifies the responsibilities for all parties for Solution Configuration.

SOLUTION CONFIGURATION: RESPONSIBILITIES
Contractor's Responsibilities
• Facilitate iteration planning review at the start of each planned iteration and make agreed updates; utilize the project change control process where needed in instances where project scope, schedule, or budget are impacted.
• Maintain the project backlog.
• Confirm the proposed configurations needed to support the requirements . • Configure the Clariti software in alignment to the documented user stories and their related requirements .
• Test the configurations performed and validate results against the defined acceptance criteria for each user story.
• Document specific configurations to support the customer in developing UAT test cases. • Demonstrate configurations during iteration review sessions. • Ensure customer review feedback is captured for future iteration planning.

Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 1111ll111
Customer's Responsibilities
Note:
• Collect all required artifacts to support solution configuration within the agreed upon timeframe. • Actively participate in review sessions and provide complete feedback within the agreed upon timeframe .
• Confirm that the configurations defined meet the agreed upon requirements and acceptance criteria .
• Modify business processes, as appropriate, to maximize efficiency gained by configurations of the Clariti software .

Changes to configuration after design documents have been approved could result in substantial impacts to configuration deliverables and impact the project scope, schedule, and/or budget. If a change is identified, it will be handled following the change control process.

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Phase Three: Entertainment Services - Interfaces
This section details the interfaces that are applicable to only the ESPS project implementation .

The approach that will be utilized to design, develop, and test the in-scope interfaces is documented in detail within the section General Project: Interfaces . Any interfaces that are global across both Code Enforcement and ESPS projects or are uniquely specific to the Code Enforcement projects are contained within the respective section of this comprehensive SOW.

There are no ESPS-specific interfaces included within the scope of services for this SOW. Note the Customer decided, during a scoping review meeting with Contractor on June 27, 2025, that all custom integrations for ESPS should be removed from scope.

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Phase Three: Entertainment Services - Data Migration
One record type related to ESPS is included in the Citizenserve system for which data will be migrated under the Code Enforcement project. The related migration services are covered under the Code Enforcement - Data Migration section of this SOW. The timing of migration is indicated within the sample project schedule attached as Exhibit 2.

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Phase Three: Entertainment Services - System Outputs
System Outputs include anything that can be produced from the system, including but not limited to, email notifications, management reports, inspection reports, certifications (permits, licenses, coos), notification letters, invoices/receipts, etc.

Specific to the ESPS project, 31 system outputs are included in this scope. System outputs beyond this number are not in scope.

During Phase Three: Entertainment Services Requirements Confirmation, the Contractor will lead an exercise with Customer to inventory all system outputs required from the system. This exercise will start with a listing of all system outputs that are generated automatically or manually from the system in use by the Customer today . From the initial list, Contractor will work with Customer to agree to an initial proposed solution within the Clariti system for how the output would be solved, meaning by report, letter template, email template, or other means, like a List View. Subsequently, Contractor will work with Customer to indicate which party is initially assigned the responsibility to configure each item within the constraints of the total number of system outputs which Contractor is allocated in this SOW elsewhere . As a result of this exercise, each system output will be assigned an output type and an owner (Customer or Contractor) .

In the event the mutually agreed responsible party needs to change for any initially planned system output, Contractor and Customer will collaboratively review and agree to such change using the change control process. Any additional system outputs that need to be configured by Contractor may require additional costs and would be indicated as such within the change order documentation . It is noted that Client will deliver additional system outputs for Customer which are not reflected in the numbers below .

Of the total system outputs included in scope, they are designated as follows:
• Auto-generated email notifications: ten (10) included • Email templates: ten (10) included
• Letters: five (5) included
• Report outputs: five (5) included (with no more than two (2) that query multiple database objects) • Dashboards: one (1) included
Customer will however be trained on generating these outputs so that they can build additional outputs as necessary. The scope of this system output training is covered within the General Project: Training section .

SYSTEM OUTPUTS: RESPONSIBILITIES
Contractor's Responsibilities
•
•
•
•
•
Contractor will work with Customer to identify system output requirements and determine which will be developed by the Customer and the Contractor, subject to the defined work limits defined in the scope section of this SOW.

Contractor will develop up to the number of system outputs identified in scope .

Contractor will complete the actual system outputs .

Contractor will perform QA on the system outputs as required to ensure quality .

Contractor will present the outputs to the Customer for UAT testing . This will occur during the organized sprints outlined above in this SOW.

Clariti 111 Sacramento 111 Comprehensive SOlll for Code Enforcement 111 Entertainment Services Pa111 e 111111111
Customer's Responsibilities
• Customer will provide legacy system or desired output samples, information, and data in the formats specified by Contractor that will be needed for the Contractor-developed outputs. • Customer will collaborate with Contractor, during the Phase Three: Entertainment Services Requirements Confirmation, to initially identify which outputs are to be delivered by Contractor and which will be delivered by Customer resources, as outlined elsewhere in this sow.
• Customer will develop and document test cases, with guidance from Contractor, for each report in a timely manner, entering the details into Contractor's ticketing system. • Customer will promptly review and test the configured Contractor developed outputs and provide feedback to Contractor on the status of their completion . • Customer will be responsible for developing any additional outputs beyond those developed by Contractor .
• Customer resources will participate in system output development training sessions.

SYSTEM OUTPUTS: ACCEPTANCE CRITERIA
Customer Acceptance Criteria
•
•
Contractor performed all its responsibilities for this Deliverable .

The Contractor-developed system outputs have been successfully tested, validated, and approved .

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Phase Three: Entertainment Services - Training
Refer to the General Project : Training section for Training details, which includes training services specific to ESPS.

Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 1111111
Phase Three: Entertainment Services - User Acceptance Testing and Systems Acceptance Testing
Refer to the General Project : User Acceptance Testing and Systems Acceptance Testing section for User Acceptance Testing and Systems Acceptance Testing details . UAT for ESPS will be conducted distinctly and separately from UAT for Code Enforcement, though the process documented in the General Project: User Acceptance Testing and System Acceptance Testing section applies to both .

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Phase Three: Entertainment Services - Go-Live Support
Refer to the General Project : Go-Live Support section for Go-Live Support details. Go-Live for ESPS will be conducted distinctly and separately from Go-Live for Code Enforcement, though the process documented in the General Project: Go-Live Support section applies to both.

Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111111111
Phase Three: Entertainment Services - Warranty Support
Refer to the General Project : Warranty Support section for Warranty Support details . Warranty Support for ESPS will be conducted distinctly and separately from Warranty Support for Code Enforcement, though the process documented in the General Project: Warranty Support section applies to both .

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Expressly Out of Scope
Any Contractor deliverable or tasks not expressly stated as in-scope within this Statement of Work .

Project support beyond the anticipated timeline, not expressly caused by Contractor, which includes the warranty period.

New requirements for any project deliverables discovered after the initial requirements are identified, documented, and agreed upon formally in writing and approved all parties . Note that Contractor can accommodate any such requirements changes during the project but will require a change order to re­ baseline the additional costs of doing so.

Support services beyond the duration of this project .

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Project Timeline
The estimated duration of the ESPS project is 8 months, from kickoff to go-live .

The estimated duration of the Code Enforcement project is 12 months, from kickoff to go-live.

A sample project plan is attached to this SOW as Exhibit 2. It is understood that this plan is a template and will be finalized at the outset of this project as defined below and updated and maintained throughout the life of the project .

The project will not be scheduled until receipt of the fully executed SOW.

Upon receipt of fully executed SOW, both Customer and Contractor will assign Project Managers .

Contractor will work with Customer to establish the project start date and planned completion date .

Contractor will work with Customer to collaboratively define a baseline project schedule . Given the fact that project schedules are working documents that change over the course of a project, Contractor will work closely with Customer to update, monitor, agree, and communicate any modifications.

Customer will provide a reasonable Level of Effort in the implementation of the system to control costs and reduce the delivery timeframe .

Any delays (e.g., change in staff or availability, change in requirements, missed deadlines, etc.) in the Project Timeline which were created or caused by the Customer may result in an increase in the duration of the project and may require a Change Order for the additional costs associated with the delay, including but not limited to additional hours for project management, resource retention, deliverable development, and review.

The Contractor shall not be held responsible for any delays in the performance of its obligations under this Statement of Work that are caused by the Customer's failure to fulfill its responsibilities, provide necessary approvals, or deliver required information or materials on time . Any such delays caused by the Customer's actions or omissions may result in a reasonable extension of the Contractor's timelines and could be subject to additional costs. The Contractor will promptly notify the Customer in writing of any anticipated or actual delays resulting from the Customer's failure to meet its obligations .

The Customer shall not be held responsible for any delays in the Contractor's performance of the work outlined in this Statement of Work that are caused by the Contractor's failure to meet its obligations or deadlines as specified herein . Any such delays caused by the Contractor's failure shall not subject the Customer to additional costs, penalties, or responsibilities arising from such delays. The Contractor shall promptly notify the Customer in writing of any anticipated or actual delays and take all necessary measures to mitigate the impact of such delays.

Project Schedule requires timely completion of tasks assigned by Customer and Contractor, timely response to questions and requests for information, availability of key Customer and Contractor resources, and collaboration and availability of any software vendor resources. If Customer is late performing its responsibilities (per mutual agreement in the Project plan) it may adversely impact overall implementation timeline, which may subsequently result in a required change order as described elsewhere in this agreement .

Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111111111
A draft implementation project plan has been provided in Exhibit 2. The scope, schedule, and budget, including sprint phases and go-live date, are subject to adjustment based on progress during the initial assessment for the Code Enforcement project . Any deviations from the initial estimate will be agreed upon via the change control process.

Term
The term of this SOW will begin on the date of execution by all parties and will conclude on the date listed on the first page of this professional services agreement .

Both parties must mutually agree to extend the term by notifying the other party in writing by signing a Supplemental Agreement to this contract prior to the end of the term . Both parties must agree to any such extension, including service levels, costs, and timelines .

Critical Success Factors
To successfully execute the services described herein, there are several critical success factors for the project that must be closely monitored and managed by the parties . These factors are critical in setting expectations between the Customer and Contractor, identifying and monitoring project risks, promoting strong project communication, and resulting in a successful implementation.

1. Dedicated Customer Participation - Customer staff must be actively involved throughout the entire duration of Services as defined in the agreed upon Project Plan. Contractor will communicate insufficient participation of Customer resources through project status reports with real and potential impacts to the project timeline . Contractor will work with the project sponsors and department leaders to determine appropriate team member involvement . a. Customer's staff will participate in key project activities as defined in the project plan.

Contractor is responsible for ensuring that Customer's level of participation is appropriate and does not exceed the agreed-upon Level of Effort . Staff is not 100% dedicated to project and understood by Contractor . City business might supersede project work due to unforeseen emergency response needs.

2. Knowledge Transfer - Customer personnel must actively participate in the project as defined in this SOW for successful knowledge transfer, both from Customer to Contractor and from Contractor to Customer .

3. Timely Response and Completion of Tasks - To meet project timelines and costs it will be essential that the Customer provide requested documentation and information in a timely manner and complete all their assigned tasks within the timeframes identified in the project plan and as documented in this SOW. If the project is delayed due to no fault of Contractor, a change order may be necessary to compensate for the time staff remain on the project . a. Change orders resulting from delays must be mutually agreed upon . If City Council approval is required, timing and efforts towards that approval is recognized as a known protocol for changes that modify the funding category, classification, fiscal year appropriation and other Customer fiscal oversight . Contractor would not charge extra for change orders that require City Council approval.

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General Project Assumptions & Limitations
Should any travel be required by Contractor resources, costs and travel expenses will be incurred, as outlined in the Payment Terms section of this SOW.

This SOW is based on information provided to date .

The project start dates will be established during the contracting process. The customer is responsible to identify any business activities that may restrict the project dates.

Prior to Contractor starting the project, it is expected that Customer will have procured the necessary Saas subscriptions and licenses and IT resources for any software required for completion of the Services and received all necessary login and access information .

Customer and Contractor will review their responsibilities before work begins to ensure that Services can be satisfactorily completed and in the appropriate timeframe .

Application implementation and/or development not specifically described in this SOW is not the responsibility of Contractor .

Changes or additions to scope requested by the Customer may require a Change Order to reimburse Contractor for the additional costs associated with the change.

Changes in the project will be documented and submitted to the customer in writing through the change control process. The documented change either will define a corrective action to preserve the project work plan or will indicate acceptance of the change. Documentation will identify any cost and/or schedule impacts to the project .

Change Orders will be approved within the Customer's internal approval workflow . Allowance of 5 business days for Customer approval.

Customer will only receive implementation support services from Contractor as defined in this SOW. These services include platform customizations, but do not include support for defects or limitations in the underlying platform itself . For any such defects or limitations, Customer will receive technical support from the software platform provider (Client), subject to the terms of the license agreement with that provider .

Deliverables will be documented in the Contractor's project management system using the Contractor's methodology . There is no stated or implied promise that deliverable documentation will be of a specified length or comply with Customer formatting requirements . Documentation will only be focused on the design and use of the Clariti software and will not cover Customer's business processes.

For any included training services Clariti will employ a "train -the -trainer" approach.

Any training materials provided by Clariti will be in electronic format and may be printed and distributed by the customer at their discretion .

Training delivery may be recorded using Clariti or customer provided remote conferencing tools, and the recording files will be made available to the customer .

Data mapping and conversion/migration is included for data that will be migrated from Citizenserve within the scope of services.

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Electronic file migration from legacy system(s) or document repositories to the Clariti solution or the to-be­ integrated and customer-owned document management system is not included within the scope of services.

It is noted that the city will perform the activities needed to ensure that electronic files are transferred to their CCM system from the legacy Citizenserve system. The in-scope integration for a document management system (CCM) will include the design and development of the integration that addresses topics such as how the electronic files are presented to the back-office user of Clariti, whether the files are opened in the Clariti platform or in another window, and others .

The customer maintains sole responsibility for all third-party solutions to which Clariti will be integrated .

This includes the procurement of software licenses and/or any professional services required from the third parties to complete the integration with Clariti.

It is acknowledged that the proposed timeline and budget for Clariti Professional Services is limited due to the customer constraints . All efforts will be made to ensure the delivery is completed within these constraints . Any delays or changes to the project that are outside the control of Clariti Professional Services will be addressed with the change control process with potential increases to schedule and/or budget .

The customer will support the implementation of Clariti standard configurations wherever possible to limit the cost and time required to implement the software for the in-scope requirements . Any unplanned customizations will be address within the change control process.

It is assumed that the business decision points within application workflows are known by the customer, have a clear definition of done, and can therefore be configured to drive automation .

If an application processing reaches an exception point, then the remaining processing of the workflow would be driven by City staff . No if-then-else logic will be configured into the Clariti system.

Pay-as-you-go fee models will simplify submittal processes and avoid incurring expenses for the City without payment .

Partial payments for upfront fees will not be allowed on the Clariti portal.

When an invoice is required, a back-office user will create it manually; all invoices will use a single format for a PDF statement generated by the Clariti system.

An invoice will be used when the amount charged is allocated to Accounts Receivable and not considered as optional (collections) .

If fees are calculated after an application is submitted, the application processing will not continue until they are paid in full.

Fees required by reviewing/referral agencies (Police, Fire, etc.) will be collected by those agencies outside of the Clariti system.

Each review type will support requiring the applicant to submit additional files/details .

Review workflows are prebuilt into the Clariti system. All reviews will be completed before an application can proceed to the next phase or milestone . All reviews must be completed before subsequent review cycles are performed .

Automation for communication outside the system will use standard language and pull in specific information like a merge letter .

Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111111111
Files up to 2GB in size are supported in the Clariti portal. This will eliminate the need for email/paper applications and the need to provide large file transfer URLs.

Back-office staff will enter in-person applications into the Clariti system and fees must be paid at that time to proceed .

Customer staff can configure additional letter templates, email templates, reports and dashboards to add additional letter outputs beyond the scope of Clariti Professional Services configuration deliverables .

Email automation is intended for external users. Back-office users of the Clariti system are assumed to be daily users and work from dashboards and work queues for their assigned work, rather than from email.

External reviewing/referral agencies will be licensed users of the back-office solution .

Fees nor GL/Cost Center information will not change during the project . If they do, re-configuration of fee templates will be handled via the change control process, or the customer may choose to change the configuration after Administrator Training is provided and before go-live.

For any custom integration, it is assumed that the third -party system is already procured and available to the customer in a production environment. Note that custom integrations have been removed from scope for the ESPS implementation .

For any custom integration, it is assumed that the third-party system will not undergo any change in endpoints, workflows, or significant upgrades during the Clariti implementation project. Note that custom integrations have been removed from scope for the ESPS implementation .

For any custom integration, it is assumed that the third -party system will have subject matter experts allocated to the project for the respective system. Note that custom integrations have been removed from scope for the ESPS implementation .

For any custom integration, it is assumed that any changes required of the third -party system planned at the City's expense and will be implemented in concert with the approved project plan for Clariti . Note that custom integrations have been removed from scope for the ESPS implementation .

The custom integration for iNovah is assumed to be completed under the Code Enforcement Case Management project that is being implemented in the same instance of Clariti that will be used for the Entertainment Services Permitting System (ESPS) project . Minimal changes are assumed to be needed for the integration for ESPS. It is further assumed that the same merchant accounts/codes will be leveraged between these two implementations .

The Clariti managed integration for Esri ArcGIS is assumed to be completed under the Code Enforcement Case Management project that is being implemented in the same instance of Clariti that will be used for the Entertainment Services Permitting System (ESPS) project. Minimal changes are assumed to be needed for the integration for ESPS. Clariti's managed integration with Esri ArcGIS will not require changes or involvement from Esri.

The custom setup for Single Sign-On (SSO) is assumed to be completed under the Code Enforcement Case Management project that is being implemented in the same instance of Clariti that will be used for the Entertainment Services Permitting System (ESPS) project . Minimal changes are assumed to be needed for the setup for ESPS. City resources will be responsible for the configuration of the third -party SSO tool and Clariti 111 Sacramento 111 Comprehensive SO111 for Code Enforcement 111 Entertainment Services Pa111 e 111 70
the City is responsible for the costs or certificates . SSO is to be used for back-office user logon only. Clariti portal users will register and maintain their password for the portal login.

Clariti assumes the integration with the Code Enforcement Case Management System is not needed considering that project is being implemented into the same instance of Clariti that will be used for the Entertainment Services Permitting System project .

Salesforce connectors are proposed for the custom integrations with AdobeSign. The customer will procure and provide the Salesforce connectors for these tools for use by the Clariti team to set up. In the event the Salesforce connector capabilities are not sufficient to solve for the detailed customer requirements then the change order process may be used to adjust the solution approach to a custom integration .

Any services not explicitly included within the proposed Statement of Work is considered out-of-scope .

For any reference to required turnaround time between Contractor and Customer within this Statement of Work the following will apply:
• Contractor will provide Customer with at least two weeks advanced notice of the upcoming project artifacts or deliverables that require Customer review and approval. • Contractor and Customer Project Management teams will collaboratively agree to an acceptable review turnaround time for the individual deliverable, while using the turnaround times reflected throughout this SOW as a target .
• Contractor will track the due dates for Customer review and approval in a manner that is proactive and provides the Customer Project Management team with advanced notice of when individual deliverable reviews and acceptance are due.
• Contractor will proactively escalate, if needed, into the Customer Project Management team in any event that the actual turnaround times by the Customer team are becoming problematic for the overall project schedule. In this event, the Contractor and Customer Project Management team will collaborate on a mitigation strategy and may utilize the change control process as necessary to adjust schedule and/or budget .

Deliverable Acceptance and Change Control Process. Both parties agree that for all deliverables defined in this project, the following process will be followed to facilitate adequate change controls and to ensure project timelines are adhered to in a reasonable fashion:
• Deliverable requirements will be defined and documented in Contractor 's Project Management/Ticketing System.
• Requirements will be reviewed and approved by Customer prior to Contractor developing any deliverables .
• Work will be performed based on those requirements and will be tested by Contractor to ensure it operates as designed .
• Work will be presented by Contractor to appropriate Customer personnel. • Customer will then perform User Acceptance Testing ("UAT") on the deliverables . • The customer and Clariti will define and agree upon the entry and exit criteria for UAT within the UAT Plan in advance of UAT start .
• Two types of UAT will be executed depending on the phase of the project . o Sprint based UAT will occur within the parameters of a sprint and will typically focus on smaller units of developed work .

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o Phase based UAT will be performed at the end of a phase, which will have included multiple sprints, and will focus on testing a department's record types more holistically, across the department .
• In both types of UAT the following feedback process will be adhered to:
o Contractor will request in writing (including in an email), that Customer provide Contractor with written acceptance or rejection of the Deliverables, as specified elsewhere in this document . Contractor may provide Customer with a Deliverable Acceptance form to document the acceptance and completion of a Deliverable . o Customer will then have five (5) business days after receiving Contractor's request to accept or reject the Deliverable based on whether the "Customer Acceptance Criteria" for each Deliverable has been satisfactorily completed . If no changes are requested by Customer within five (5) business days after Customer received Contractor's request, both parties agree that the Deliverable is considered approved by the Customer. Deliverables must require email approval after acceptance by Customer .
o Upon delivery of Customer's initial response, Contractor will complete the changes that Customer requested that are in scope in this SOW.
o After the requested changes have been made by Contractor, Contractor will again request, in writing (including in an email), that Customer provide Contractor with written acceptance or rejection of the Deliverable .
o Customer then has an additional three (3) business days after receiving request by Contractor to accept or reject Contractor's changes. If no changes are requested by Customer within three (3) business days after Customer received Contractor's request, both parties agree that the Deliverable is considered approved by the Customer . Deliverables must require email approval after acceptance by Customer . o If these 2nd round changes are still deemed to not be accepted by Customer one final round of changes will be made by Contractor .
o Contractor will again request a final review of the work performed in writing seeking acceptance of the deliverable.
o Customer will then have a final (2) days to review the final changes. If these 3rd round changes are still deemed to not be accepted by Customer no further work will be performed until the issue is escalated to the appropriate Executive stakeholders in both parties, such that a mutually agreeable solution can be agreed upon . • Customer will also perform System Acceptance Testing ("SAT") on the deliverables in whole prior to a formal go live period, and the following feedback process will be adhered to:
o Contractor will request in writing (including in an email), that Customer provide Contractor with written acceptance or rejection of the Deliverables, as specified elsewhere in this document . Contractor may provide Customer with a Deliverable Acceptance form to document the acceptance and completion of a Deliverable . o Customer will then have ten (10) business days after receiving Contractor's request to accept or reject the Deliverable based on whether the "Customer Acceptance Criteria" for each Deliverable has been satisfactorily completed. If no changes are requested by Customer within ten (10) business days after Customer received Contractor's request, both parties agree that the Deliverable is considered approved by the Customer . Deliverables must require email approval after acceptance by Customer . o Upon delivery of Customer's initial response, Contractor will complete the changes that Customer requested that are in scope in this SOW.

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o After the requested changes have been made by Contractor, Contractor will again request, in writing (including in an email), that Customer provide Contractor with written acceptance or rejection of the Deliverable .
o Customer then has an additional six (6) business days after receiving request by Contractor to accept or reject Contractor's changes. If no changes are requested by Customer within six (6) business days after Customer received Contractor's request, both parties agree that the Deliverable is considered approved by the Customer . Deliverables must require email approval after acceptance by Customer .
o If these 2nd round changes are still deemed to not be accepted by Customer one final round of changes will be made by Contractor .
o Contractor will again request a final review of the work performed in writing seeking acceptance of the deliverable.
o Customer will then have a final (4) days to review the final changes. If these 3rd round changes are still deemed to not be accepted by Customer no further work will be performed until the issue is escalated to the appropriate Executive stakeholders in both parties, such that a mutually agreeable solution can be agreed upon . • If any requested changes during "UAT" are determined to be out of scope, or outside of the agreed upon functionality documented in the Requirements Analysis step, a change order may be required to perform those changes.
• Once a deliverable has been approved by the Customer, any design changes may require a change order Amendment and may incur additional fees for rework . • On acceptance of a deliverable which is associated with a payment in the Payment Schedule included in this SOW, Contractor will send Customer a "Deliverable Acceptance" form for approval of payment . Customer will use an internal approval workflow for approval of such payments . There will be an allowance of 5 days for Customer approval of payments . This approval timeline is distinct from the UAT approval timelines described earlier in this section and will not impact those timelines.
• The following chart documents the requirements which must be met by each party prior to the beginning of UAT and SAT:

C[ite[ia Responsible
Application code fully deployed Contractor
Application configuration complete Contractor
QA Testing Complete Contractor
QA Testing documented Contractor
Test Cases Created by ticket Customer
Test Cases Accepted by ticket Contractor
UAT environment functional and accessible Contractor
Data migration run loaded into UAT environment Contractor Test Manager assigned Customer
Testers identified Customer
Testers trained on UAT execution Contractor and Customer • During UAT or SAT, upon receipt of reported issues, the Contractor team will assign the appropriate level of severity in accordance with the below table .

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• The following table includes defect levels and the quantity of each that is permissible without delaying the decision to begin using the software in production . Level 1 and Level 2 defects are prioritized and will be corrected as quickly as possible . Any defects of a Level 3 or Level 4 will be submitted through the customer support channels and target resolution dates will be provided .

UAT and SAT Severity Levels
Severity Definition Go-Live Criteria
Level 1-Blocker A problem with software or a component causing critical Zero (0) identified impact to customer business operation. defects will remain open ·Compromises the integrity of data
·Does not leave an audit trail
·Impairs the ability of a function or process to carry out essential processing
·And provides no reasonably acceptable work-around solution to allow work to continue within the system.

This priority code is assigned to critical system defects that stop all or an essential part of the solution from working .

Level 2 -Critical A defect that adversely affects the ability of a function or Two (2) or fewer process to carry out critical processing but for which there is a identified defects will work-around solution that is reasonably acceptable while the remain open responsible party repairs the defect.

Level 3 -Major A defect that adversely affects the ability of a function or Ten (10) or fewer process but a practical work-around exists while the identified defects will responsible party repairs the defect. remain open
Level 4 -Minor All other defects that do not reduce the integrity of the data Because processing is or materially affect the ability of a function or process to carry not substantially out critical or non-critical processing. affected , defects of this type will not preclude
acceptance.

The following chart documents the requirements which must be met by each party prior to the conclusion of UAT and SAT:

Criteria Resgonsible
All test cases executed Customer
Remaining number of open issues in Customer and Contractor accordance with Go-Live criteria per defect
severity level chart .

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General Customer Responsibilities
Customer will provide adequate time in staff schedules to participate in project activities fully and promptly.

As stated in the Project Methodology section of the SOW, Contractor will work with Customer to document the expected resource requirements for Customer resources, during each phase of the project .

Customer will assign project Subject Matter Experts (SM E's) who are knowledgeable of their respective business units' processes and are qualified and empowered to speak for and make requirement decisions for their subject area. It is the responsibility of the Customer to ensure and monitor that SM Es know the limits of their authority and when to escalate decisions. Any re-work resulting from revisions to the direction or decisions of the SM E's will require a change order Amendment.

Customer must specifically provide access to a knowledgeable subject matter expert on Customer's legacy case management solution. Expertise on how the system was utilized, the table and data structures therein, user interfaces and system architecture will all be required, where available .

Customer subject matter experts will provide input within their scope of authority . Contractor and Client will escalate critical decisions to appropriate Customer leadership and any decisions requiring significant rework will require documented approval.

The customer will assign at least one (1) internal Test Manager that will coordinate with the customer User Acceptance Testing preparation and execution .

Customer will provide prompt feedback to questions and requests for information and will promptly perform their review and testing of deliverables to meet project timelines .

Customer will provide technical assistance for access through the Customer network firewall(s) if required to interface the system with other Customer technologies implemented by the Contractor. Any configuration to the Customer firewall or network will require the approval via an Information Technology technical design review process.

Customer will provide relevant fee schedules that are complete and current. Changes to fee schedules, beyond a simple fee variable change, during the project that impact previously configured, tested, and validated fee templates will require a change order .

The customer is responsible for any/all business process changes and will create all business process documentation specific to their use of the Clariti software .

Customer is responsible for promotion, communication, and training of the new system to their Residents, Business Community, Contractors, other Customer departments, and other Constituents.

Customer will provide timely access to any required systems which Contractor reasonably requires to fulfill the obligations defined in this SOW. This access must be provided in a manner which does not impede the overall project timeline. This includes access to legacy platforms and to the new platform, which is being implemented, for all Contractor resources who require it.

Customer will be responsible for writing detailed and thorough test cases for each deliverable or sub­ deliverable, which is developed by Contractor, and which, when executed, will confirm or deny the appropriate design and functionality of that item.

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Customer will maintain approval rights over any changes to key personnel after a detailed review of their qualifications.

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General Contractor Provisions

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

2. Third Party Intellectual Property Rights Warranty. CONTRACTOR represents and warrants that the services as delivered to the CITY does not infringe any copyright, patent, trade secret, or other proprietary right held by any third party .

3. Professional Services Warranty. The services provided by CONTRACTOR shall be performed in a professional manner and shall be in accordance with generally accepted industry standards for the services and consulting industry. CONTRACTOR represents and warrants that the services shall be provided by persons with knowledge and skills and shall be performed in a professional manner and shall be in accordance with generally accepted industry standards for the services and consulting industry .

4. Third Party lnfringement ._Subject to the representations and warranties of the CITY in connection with the materials and access supplied by CITY, CONTRACTOR represents and warrants that, to the best of CONTRACTOR's knowledge, CONTRACTOR's tools, services, background technology, know­ how, resources, or materials do not knowingly infringe the rights of any third party, and use of the same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations are caused by City Information, or the modification of, or use of the Deliverables in combination with materials or equipment outside of the scope of the applicable specifications, by CITY or third parties.

5. Excusable Delay or Failure. Neither party will be in default or otherwise liable for any delay, or failure of its performance under this Agreement 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 Agreement until the Excusable Delay or Failure ceases, and, if practical, the Agreement shall be deemed extended for the suspended period accordingly .

6. Confidentiality of CITY Information. During performance of this Contract, Contractor may gain access to and use CITY information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer lists, product design, copyright, data, and other vital information (hereafter collectively referred to as "City Information") that are valuable, special and unique assets of the CITY.

Contractor agrees to protect all City Information and treat it as strictly confidential, and further agrees that Contractor shall not at any time, either directly or indirectly, divulge, disclose or Clariti 111 Sacramento 111 Comprehensive SO111 for Code Enforcement 111 Entertainment Services Pa111 e 111 77
communicate in any manner any City Information to any third party without the City's prior written consent .

In addition, Contractor must comply with all CITY policies governing the use of the CITY network and technology systems, as set forth in applicable provisions of the City of Sacramento Administrative Policy Instructions# 30. A violation by Contractor of this section is a material violation of this Contract and shall justify legal and equitable relief .

7. Data Security.
a. Protection of CITY Information. In addition to the applicable provisions in the Exhibit D of the Contract, CONTRACTOR will use commercially reasonable administrative, physical, and technical efforts to protect the security, confidentiality and integrity of CITY Information . At a minimum, CONTRACTOR shall not store, copy, analyze, monitor, or otherwise use CITY Information except for the purposes of providing the Services to CITY. CONTRACTOR shall comply fully with all applicable laws, regulations, and government orders relating to personally identifiable information ("PII'') and data privacy with respect to any such data that CONTRACTOR receives or has access to under this Contract or in connection with the performance of the Services for CITY. CONTRACTOR shall otherwise protect PII and will not use, disclose, or transfer across borders such PII except as necessary to perform the Services under this Contract or in accordance with applicable law. To the extent that CONTRACTOR receives PII related to the performance of this Contract, CONTRACTOR shall protect the privacy and legal rights of the CITY, its personnel, clients, customers, contractors, residents, and visitors. All CITY Information stored or at rest in the CONTRACTOR's data centers, or in transport, will be encrypted in transport and will not be transferred to any other hosting entity or location without the prior written consent of CITY. In the event of a security breach involving CITY Information, CONTRACTOR shall give notice to city in accordance with applicable law. "Security breach" for purposes of this section will refer to an event that compromises the confidentiality, integrity, or availability of CITY Information or PII or allows unencrypted CITY Information or PII to be acquired by an unauthorized person . Once a security breach has been contained, CONTRACTOR must provide CITY with a post -incident report documenting all containment, eradication, and recovery measures taken. CITY reserves the right in its sole discretion to enlist a third party to audit CONTRACTOR's findings and produce an independent report, and CONTRACTOR will fully cooperate with the third party . CONTRACTOR will also comply with all HIPAA requirements and any other state and federal rules and regulations regarding security of information . b. Notification. In the event of a Security breach, CONTRACTOR shall notify the person whose PII has been compromised . The notification shall comply with the notification requirements of California Civil Code sections 1798.29.

8. Third Party Beneficiaries. The representations, covenants, obligations, rights, and agreements of the parties set forth in this Agreement 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 Agreement including, without limitation CITY's end user, suppliers, and/or customers . Under this Agreement, 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 CONTRACTOR under this Agreement Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111 7111

9. Cyber Liability Insurance. CONTRACTOR shall obtain cyber liability insurance, 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 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. The City shall be named as an additional insured under the policy.

10. Technology Professional Liability {E&O). CONTRACTOR shall obtain technology professional liability technology professional liability insurance, 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 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 . Such coverage shall be continued for three years following the completion of all services and additional services under this Agreement . The retroactive date must be prior to the date this Agreement is approved or any services are performed. If policy is a claims-made policy such coverage shall be continued for three years following the completion of all services and additional services under this agreement . The retroactive date must be prior to the date this agreement is approved or any services are performed.

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Attachment 1 to Exhibit B
Payment
Clariti Professional Services
The table below provides detailed pricing for Clariti Professional Services for the implementation of the in­ scope requirements for the Sacramento Code Enforcement and Entertainment Services project . The tables are grouped based on the primary phases of the project as detailed within this Statement of Work, including General Project, Code Enforcement Project, and Entertainment Services Project (ESPS).

All professional services pricing is firm fixed price and based upon a fixed scope and project schedule as documented within this Statement of Work.

In addition to the fees below, Clariti is providing a $1,090,983 investment to the customer,....This contribution reflects Clariti's commitment to co-investing in innovative solutions that advance industry best practices. By sharing in the development costs, we are aligning our success with the customer's success.

The team will be comprised of Clariti Professional Services resources, as well as Clariti Premium Support resources. The Premium Support team is a group of product experts that will engage at project kick off, supporting development and testing during implementation. The first annual fee for Clariti Premium Support, $165,037.50, is included in the table below. Customer will have the option to renew Premium Support on an annual basis.

Clariti will fully cover the existing Citizenserve code enforcement annual maintenance fees until the Clariti code enforcement solution is operational and approved by the City.

City of Sacramento, CA - Clariti Solution - Professional Services for Code Enforcement Project Services (Clariti) Cost (USD)
Project Management $ 99,720 .00
Requirements Confirmation $ 68,512 .50
Solution Configuration $ 274,050 .00
Reports & System Outputs $ 129,600.00
Data Conversion $ 67,500.00
General Integrations $ 287,670 .00
Custom Integrations $ 86,130.00
Training $ 14,700.00
User Acceptance Testing $ 112,500.00
Deployment, Go-Live, Transition to Support $ 81,562.50
Total Services: $ 1,221,945.00
Contingency Reserve: $ 0.00
Optional Travel: $ 0.00
Total Services with Contingency Reserve: $ 1,221,945.00 Premium Support Annual Fee, due upon project kickoff : $ 165,037.50 Clariti Investment: $ (1,090,982.50)
Grand Total: $ 296,000 .00
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City of Sacramento, CA - Clariti Solution - Professional Services for ESPS Project Services (Clariti) Cost (USD)
Project Management $ 63,840.00
Requirements Confirmation $ 35,266.75
Solution Configuration $ 99,833.00
Reports & System Outputs $ 18,430.00
Data Conversion $ 20,250.00
Custom Integrations $ 0.00
Training $ 10,659.00
User Acceptance Testing $ 11,400.00
Deployment, Go-Live, Transition to Support $ 13,718.00
Total ESPS-specific Services: $ 273,396 .75
Contingency Reserve: $ 14,316.75
Optional Travel: $ 0.00
Grand Total with Contingency Reserve and Travel: $ 287,713 .50 It is strongly recommended that the customer obtain an additional contingency budget in the amount presented in the pricing table above. The contingency budget would be used as a change order budget .

If contract is terminated at any point, Client agrees to pay any outstanding invoices within 45 days of receipt of cancellation notice . Prices are valid for 90 days from the date on the cover page of this Attachment providing contracts are executed in that timeframe . Payment Terms are NET 30 days from date of invoice .

Expenses
Onsite visits are a key element to the overall success of this project . It is strongly encouraged for portions of the project to be completed at the Customer site. Travel and Living costs will be charged in addition to the Deliverable Costs in the above table . In the event that travel is required, the Customer Project Manager must provide prior approval for both the travel and the associated budget .

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Exhibits
Exhibit 1- Deliverable Acceptance Form
PLEASE ACKNOWLEDGE ACCEPTANCE AND DELIVER THIS FORM TO THE CONTRACTOR PROJECT MANAGER .

Customer Name:
~pproving Customer Manager:

Contractor Project Manager:

Project Name/ Code:

Contract/ Agreement /PO#:

Deliverable# Deliverable Name Notes
Customer agrees that Contractor has successfully completed the deliverable described above in accordance with the terms of the Agreement .

ACCEPTANCE
Signature
Printed Name
Title
Date
Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 1111112
Exhibit 2 - Sample Project Plan (Schedule)
The draft project plan below provides an estimated timeline for the project and for the completion of each of the major project deliverables . This plan is to be built and maintained using Microsoft Project and is subject to modification as Contractor engages with Customer and learns more about their business objectives, availability, priorities, etc. The plan will be modified during the initial project requirements gathering phase of the project and will be updated as the plan progresses.

Task Name
■ - ftMfi::M:ltlt· ldDlfif1§1:Mfif WM::M:iNM1o
1 iMf
2 Contract Execution
3 Setup project managment system in Smartsheet
4 Develop Initial Project Plan
5 Establish Ticketing system/process
6 Define Change Management Process
7 Develop Framework for a requirements traceability
8 Define and Document Test Case Templates
9 Define and Document QA and UAT Procedures
10 Identify all third-party subcontractors on project
11 Review and align initiation plans with Customer Project Manager 12 13
14 15
16 17
18 19
20 21
22 23
24 25
26 27
Cl Sacramento, CA ESPS Clarili Implementation
- ESPS Project Initiation & Requirements Confirmation
- Project Initiation, Setup and Ongoing Management
Customer provides latest application forms and record type requirements to enable pre-configuration prep
Kickoff Meeting
- ESPS Requirements Confirmation
Prepare Requirements Backlog
- Requirements Confirmation
Prepare for requirements confirmation sessions
Requirement Confirmation Session 1
Update requirements backlog, prepare for requirement confirmation session Requirement Confirmation Session 2
Requirement Confirmation Session 3
Requirements Confirmation complete - Baseline set
Gap Analysis
Project Schedule Updates, set baseline
Durat ion Start Finish Predecesso rs
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1d 10/27/25 10/27/25
2w 10/28/25 11/10/25 2
2w 10/28/25 11/10/25 3SS
2w 10/28/25 11/10/25 3SS
2w 10/28/25 11/10/25 3SS
2w 10/28/25 11 /10/25 3SS
2w 10/28/25 11/10/25 3SS
2w 10/28/25 11 /10/25 3SS
2w 10/28/25 11/10/25 3SS
1w 11 /11 /25 11/17/25 3, 4, 5, 6, 7, 8, 9, 10
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10/28/25 12/08/25
10/28/25 11/18/25
1d 10 /28/25 10/28/25 2
1d 11 /18/25 11 /18/25 2FS +3w
29d 10/29/25 12/08/25
1d 11 /11 /25 11 /11 /25 7
24d 10/29/25 12/01 /25
3w 10/29/25 11 /18/25 15
1d 11 /19/25 11 /19/25 20
2d 11 /20/25 11/21 /25 21
1d 11 /24/25 11 /24/25 22
1w 11 /25/25 12/01 /25 23
1d 12/02/25 12/02/25 18, 19
3d 12/03/25 12/05/25 25
1d 12/08/25 12/08/25 26
Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111111111
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- ESPSBulld 120d 12/09/25 05/25/26
- Solution Configuraiton 120d 12/09/25 05/25/26
- Solutlon Configuration Iteration 1 20d 12/09/25 01/05/26 - Record Type Configuration 20d 12/09/25 01/05/26 27
Configuration 2w 12/09/25 12/22/25
UnitTesting 3w 12/09/25 12/29/25 32SS
Deployment to QA 0.5d 12/30/25 12/30/25 33
QA Testing 3d 12/30/25 01/02/26 34
Deployment to UAT 0.5d 01 /02/26 01/02/26 35
Demo 1d 01 /05/26 01/05/26 36
Customer Feedback 1d 01 /05/26 01/05/26 37SS
Iteration Acceptance and Signoff 0 01 /05/26 01/05/26 38 - Solutlon Configuration Iteration 2 20d 01/06/26 02/02/26 - Phase UAT Tasks 6d 01 /06/26 01/13/26 39
Customer Testing 5d 01 /06/26 01/12/26
Customer Write UAT Test Cases 5d 01 /06/26 01/12/26
Testing Reviews 1d 01 /13/26 01/13/26 42
UAT Test Case Reviews 1d 01 /13/26 01/13/26 43
- Record Type Configuration 20d 01 /06/26 02/02/26 39
Configuration 2w 01 /06/26 01/19/26
UnitTesting 3w 01 /06/26 01/26/26 47SS
Deployment to QA 0.5d 01 /27/26 01/27/26 48
QA Testing 3d 01 /27/26 01/30/26 49
Deployment to UAT 0.5d 01 /30/26 01/30/26 50
Demo 1d 02/02/26 02/02/26 51
Customer Feedback 1d 02/02/26 02/02/26 52SS
Iteration Acceptance and Signoff 0 02/02/26 02/02/26 53 Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 1111114
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- Solution Configuration Iteration 3 20d 02/03/26 03/02/26 - Phase UAT Tasks 6d 02/03/26 02/10/26 54
Customer Testing 5d 02/03/26 02/09/26
Customer Write UAT Test Cases 5d 02/03/26 02/09/26
Testing Reviews 1d 02/10/26 02/10/26 57
UATTest Case Reviews 1d 02/10/26 02/10/26 58
- Record Type Configuration 20d 02/03/26 03/02/26 54
Configuration 2w 02/03/26 02/16/26
Unit Testing 3w 02/03/26 02/23/26 628S
Deployment to QA 0.5d 02/24/26 02/24/26 63
QA Testing 3d 02/24/26 02/27/26 64
Deployment to UAT 0.5d 02/27/26 02/27/26 65
Demo 1d 03/02/26 03/02/26 66
Customer Feedback 1d 03/02/26 03/02/26 678S
Iteration Acceptance and Signoff 0 0 3/02/26 03/02/26 68 - Solution Configuration Iteration 4 20d 03/03/26 03/30/26 - Phase UAT Tasks 6d 03/03/26 03/10/26 69
Customer Testing 5d 03/03/26 03/09/26
Customer Write UAT Test Cases 5d 03/03/26 03/09/26
Testing Reviews 1d 03/10/26 03/10/26 72
UATTest Case Reviews 1d 03/10/26 03/10/26 73
- Record Type Configuration 20d 03/03/26 03/30/26 69
Configuration 2w 03/03/26 03/16/26
Unit Testing 3w 03/03/26 03/23/26 778S
Deployment to QA 0.5d 03/24/26 03/24/26 78
QA Testing 3d 03/24/26 03/27/26 79
Deployment to UAT 0.5d 03/27/26 03/27/26 80
Demo 1d 03/30/26 03/30/26 81
Customer Feedback 1d 03/30/26 03/30/26 828S
Iteration Acceptance and Signoff 0 03/30/26 03/30/26 83 Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111111111
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- Solution Configuration Iteration 5 20d 03/31/26 04/27/26 - Phase UAT Tasks 6d 03/3 1/26 04/07/26 84
Customer Testing 5d 03/3 1/26 04/06126
Customer Write UAT Test Cases 5d 03131/26 04/06126
Testing Reviews 1d 04107/26 04107126 87
UATTest Case Reviews 1d 04107/26 04107126 88
- Record Type Configuration 20d 03131126 04/27126 84
Configuration 2w 03131/26 04/13126
Unit Testing 3w 03131/26 04/20126 92SS
Deployment to QA 0.5d 04121/26 04121126 93
QA Testing 3d 04121/26 04124126 94
Deployment to UAT 0.5d 04124/26 04/24126 95
Demo 1d 04127/26 04127126 96
Customer Feedback 1d 04127/26 04127126 97SS
Iteration Acceptance and Signoff 0 04127/26 04127126 98 - Solution Configuration Iteration 6 20d 04/28/26 05/25126 - Phase UAT Tasks 6d 04128/26 05/05126 99
Customer Testing 5d 04128/26 05104126
Customer Write UAT Test Cases 5d 04/28126 05/04126
Testing Reviews 1d 05/05126 05/05126 102
UATTest Case Reviews 1d 05105126 05105126 103
- Record Type Configuration 20d 04128/26 05/25126 99
Configur ation 2w 04128126 05111126
Unit Testing 3w 04/28126 05/18126 107SS
Deployment to QA 0.5d 05/19126 05/19126 108
QA Testing 3d 05119/26 05122126 109
Deployment to UAT 0.5d 05122/26 05/22126 110
Demo 1d 05125/26 05/25126 111
Customer Feedback 1d 05/25126 05/25126 112SS
Iteration Acceptance and Signoff 0 05/25126 05/25126 113 Solution Configuration Iterations Complete 0 05125126 05125126 30, 40, 55, 70, 85, 100 Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111111111
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©
- Data Conversion 120d 12/09/25 05/25/26
- Data Conversion Cycle 1 40d 12/09/25 02/02/26
Data Mapping 4w 12/09/25 01/05/26 27
Data Conversion 4w 01 /06/26 02/02/26 118
Data Conversion Testing 4w 01 /06/26 02/02/26 118
- Data Conversion Cycle 2 40d 02/03/26 03/30/26
Data Mapping 4w 02/03/26 03/02/26 117
Data Conversion 4w 03/03/26 03/30/26 122
Data Conversion Testing 4w 03/03/26 03/30/26 122
- Data Conversion Cycle 3 40d 03/31/26 05/25/26
Data Mapping 4w 03/31/26 04/27/26 121
Data Conversion 4w 04/28/26 05/25/26 126
Data Conversion Testing 4w 04/28/26 05/25/26 126
Data Conversion Cycles Complete 0 05/25/26 05/25/26 117, 121 , 125 - ESPS Inspect and Deploy 74d 04/28/26 08/07/26
- Training 30d 04/28/26 06/08/26
- Train the Trainer Training 20d 04/28/26 05/25/26 99
Prepare Training environment 3d 04/28/26 04/30/26
Prepare Training Materials 1w 04/28/26 05/04/26 133SS
Schedule and Coordinate Training Classes and Attendees 1d 04/28/26 04/28/26 133SS Hold Training Classes 1w 05/05/26 05/11 /26 133, 134, 135 Trained Trainers delivery end-user training 2w 05/12/26 05/25/26 136 - Administrator Training 10d 05/26/26 06/08/26 132
Prepare Training environment 3d 05/26/26 05/28/26
Prepare Training Materials 1w 05/26/26 06/01/26 139SS
Schedule and Coordinate Training Classes and Attendees 1d 05/26/26 05/26/26 139SS Hold Training Classes 1w 06/02/26 06/08/26 139, 140, 141 Training Closeout 0 06/08/26 06/08/26 132, 138
Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 1111117
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Task Name Duration Start Finish Predecessors
©
- User Acceptance Testing 44d 05/12/26 07/10/26
Prepare, Review, Align User Acceptance Testing Plan 10d 05/12/26 05/25/26 131FS -4w - UAT Cycle 1 21d 05/26/26 06/23/26 115,129,357,362,367 Prepare UAT Environment 4d 05/26/26 05/29/26 145
Validate UAT Environment 1d 06/01/26 06/01/26 147
UATTesting 2w 06/02/26 06/15/26 148
UAT Issue Triage and Resolution 3w 06/02/26 06/22/26 149SS UAT Cycle 1 Report 1d 06/23/26 06/23/26 150
- UATCycle 2 13d 06/24/26 07/10/26
Prepare UAT Environment 1d 06/24/26 06/24/26 151
Validate UAT Environment 1d 06/25/26 06/25/26 153
UATTesting 1w 06/26/26 07/02/26 154
UAT Issue Triage and Resolution 2w 06/26/26 07/09/26 155SS UAT Cycle 2 Report 1d 07/10/26 07/10/26 156
UAT Closeout 0 07/10/26 07/10/26 145, 146, 152
- Go-Live Preparation 38d 05/26/26 07/16/26
Go-Live Deployment Plan prepared, reviewed, aligned 2w 05/26/26 06/08/26 145 Go-Live Deployment 2d 07/13/26 07/14/26 160,158
Smoke Testing 0.5d 07/15/26 07/15/26 161
Go/No-Go Decision 0.5d 07/15/26 07/15/26 162
ESPS Go-Live 1d 07/16/26 07/16/26 163
Go-Live Closeout 0 07/16/26 07/16/26 164
- Warranty Period 15d 07/16/26 08/06/26
Warranty Period 15d 07/16/26 08/06/26 165SS
Warranty Period Closeout 0 08/06/26 08/06/26 167
- Transition to Support 16d 07/16/26 08/07/26
Prepare Transition to Support Materials 15d 07/16/26 08/06/26 167SS Transition to Support Meeting 0.5d 08/06/26 08/07/26 170 Project Lessons Learned Meeting and Documentation 0.5d 08/07/26 08/07/26 171 Transition to Support Closeout 0 08/07/26 08/07/26 172
Project Closeout 0 08/07/26 08/07/26 173
Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111111111
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Task Name Duration Start Finish Predecessors
(D
- Project Initiation, Setup and Ongoing Management 26d 10/28/25 Customer provides latest application forms and record type requirements to 1d 10/28/25 10/28/25 2 enable pre-configuration prep
Kickoff Meeting 1d 12/02/25 12/02/25
+ CE Requirements Confirmation 69d 10/29/25 02/02/26
- CE Build 200d 12/16/25 09/21/26
- Solution Configuraiton 200d 12/16/25 09/21 /26
- Solution Configuration Iteration 1 20d 12/16/25 01/12/26 - Record Type Configuration 20d 12/16/25 01/12/26 182
Configuration 2w 12/16/25 12/29/25
Unit Testing 3w 12/16/25 01 /05/26 212SS
Deployment to QA 0.5d 01 /06/26 01 /06/26 21 3
QA Testing 3d 01 /06/26 01 /09/26 214
Deployment to UAT 0.5d 01 /09/26 01 /09/26 215
Demo 1d 01 /12/26 01 /12/26 216
Customer Feedback 1d 01 /12/26 01 /12/26 217SS
Iteration Acceptance and Signal! 0 01 /12/26 01 /12/26 218 - Solution Configuration Iteration 2 20d 01/13/26 02/09/26 - Phase UAT Tasks 6d 01 /13/26 01 /20/26 219
Customer Testing 5d 01 /13/26 01 /19/26
Customer Write UAT Test Cases 5d 01 /13/26 01 /19/26
Testing Reviews 1d 01 /20/26 01 /20/26 222
UAT Test Case Reviews 1d 01 /20/26 01 /20/26 223
- Record Type Configuration 20d 01 /13/26 02/09/26 219
Configuration 2w 01 /13/26 01 /26/26
Unit Testing 3w 01 /13/26 02/02/26 227SS
Deployment to QA 0.5d 02/03/26 02/03/26 228
QA Testing 3d 02/03/26 02/06/26 229
Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111111111
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CD CD
Deployment to UAT 0.5d 0 2/06/26 02/06/26 230
Demo 1d 02/09/26 02/09/26 231
Customer Feedback 1d 02/09/26 02/09/26 232SS
Iteration Acceptance and Signoff 0 02/09/26 02/09/26 233 - Solution Configurat ion Iteration 3 20d 02/10/26 03/09/26 - Phase UAT Tasks 6d 02/10/26 02/17/26 234
Customer Testing 5d 02/10/26 02/16/26
Custome r Write UAT Test Cases 5d 02/10/26 02/16/26
Testing Reviews 1d 02/17/26 02/17/26 237
UAT Test Case Reviews 1d 02/17/26 02/17/26 238
- Record Type Configuration 20d 02/10/26 03/09/26 234
Configuration 2w 02/10/26 02/23/26
Unit Testing 3w 02/10/26 03/02/26 242SS
Deploy ment to QA 0.5d 03/03/26 03/03/26 243
QA Testing 3d 0 3/03/26 03/06/26 244
Deployment to UAT 0.5d 03/06/26 03/06/26 245
Demo 1d 03/09/26 03/09/26 246
Custome r Feedback 1d 03/09/26 03/09/26 247SS
Iteration Acceptance and Signoff 0 03/09/26 03/09/26 248 - Solution Configurat ion Iteration 4 20d 03/10/26 04/06/26 - Phase UAT Tasks 6d 03/10/26 03/17/26 249
Customer Testing 5d 03/10/26 03/16/26
Customer Write UAT Test Cases 5d 0 3/10/26 03/16/26
Testing Reviews 1d 03/17/26 03/17/26 252
UAT Test Case Reviews 1d 03/17/26 03/17/26 253
- Record Type Configuration 20d 0 3/10/26 04/06/26 249
Configurati on 2w 03/10/26 03/23/26
Unit Testing 3w 03/10/26 03/30/26 257SS
Deployment to QA 0.5d 03/31 /26 0 3/31/26 258
QA Testing 3d 03/31/26 04/03/26 259
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Deployment to UAT 0.5d 04/03/26 04/03/26 260
Demo 1d 04/06/26 04/06/26 261
Customer Feedback 1d 04/06/26 04/06/26 262SS
Iteration Acceptance and Signoff 0 04/06/26 04/06/26 263 - Solution Configuration Iteration 5 20d 04/07/26 05/04/26 - Phase UAT Tasks 6d 04/07/26 04/14/26 264
Customer Testing 5d 04/07/26 04/13/26
Customer Write UAT Test Cases 5d 04/07/26 04/13/26
Testing Reviews 1d 04/14/26 04/14/26 267
UAT Test Case Reviews 1d 04/14/26 04/14/26 268
- Record Type Configuration 20d 04/07/26 05/04/26 264
Configuration 2w 04/07/26 04/20/26
Unit Testing 3w 04/07/26 04/27/26 272SS
Deployment to QA 0.5d 04/28/26 04/28/26 273
QA Testing 3d 04/28/26 05/01/26 274
Deployment to UAT 0.5d 05/01 /26 05/01/26 275
Demo 1d 05/04/26 05/04/26 276
Customer Feedback 1d 05/04/26 05/04/26 277SS
Iteration Acceptance and Signoff 0 05/04/26 05/04/26 278 - Solution Configuration Iteration 6 20d 05/05/26 06/01/26 - Phase UAT Tasks 6d 05/05/26 05/12/26 279
Customer Testing 5d 05/05/26 05/11 /26
Customer Write UAT Test Cases 5d 05/05/26 05/11 /26
Testing Reviews 1d 05/12/26 05/12/26 282
UAT Test Case Reviews 1d 05/12/26 05/12/26 283
- Record Type Configuration 20d 05/05/26 06/01 /26 279
Configuration 2w 05/05/26 05/18/26
Unit Testing 3w 05/05/26 05/25/26 287SS
Deployment to QA 0.5d 05/26/26 05/26/26 288
QA Testing 3d 05/26/26 05/29/26 289
Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 1111111
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Deployment to UAT 0.5d 05/29/26 05/29/26 290
Demo 1d 06/01 /26 06/01 /26 291
Customer Feedback 1d 06/01 /26 06/01/26 292SS
Iteration Acceptance and Signoff 0 06/01 /26 06/01 /26 293 - Solution Configuration Iteration 7 20d 06/02/26 06/29/26 - Phase UAT Tasks 6d 06/02/26 06/09/26 294
Customer Testing 5d 06/02/26 06/08/26
Customer Write UAT Test Cases 5d 06/02/26 06/08/26
Testing Reviews 1d 06/09/26 06/09/26 297
UAT Test Case Reviews 1d 06/09/26 06/09/26 298
- Record Type Configuration 20d 06/02/26 06/29/26 294
Configuration 2w 06/02/26 06/15/26
Unit Testing 3w 06/02/26 06/22/26 302SS
Deployment to QA 0.5d 06/23/26 06/23/26 303
QA Testing 3d 06/23/26 06/26/26 304
Deployment to UAT 0.5d 06/26/26 06/26/26 305
Demo 1d 06/29/26 06/29/26 306
Customer Feedback 1d 06/29/26 06/29/26 307SS
Iteration Acceptance and Signoff 0 06/29/26 06/29/26 308 - Solution Configuration Iteration 8 20d 06/30/26 07/27/26 - Phase UAT Tasks 6d 06/30/26 07/07/26 309
Customer Testing 5d 06/30/26 07/06/26
Customer Write UAT Test Cases 5d 06/30/26 07/06/26
Testing Reviews 1d 07/07/26 07/07/26 312
UAT Test Case Reviews 1d 07/07/26 07/07/26 31 3
- Record Type Configuration 20d 06/30/26 07/27/26 309
Configuration 2w 06/30/26 07/13/26
Unit Testing 3w 06/30/26 07/20/26 317SS
Deployment to QA 0.5d 07/21 /26 07/21 /26 318
QA Testing 3d 07/21 /26 07/24/26 319
Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 1111112
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Task Name Duration Start Finish Predecessors
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Deployment to UAT 0.5d 07/24/26 07/24/26 320
Demo 1d 07/27/26 07/27/26 321
Customer Feedback 1d 07/27/26 07/27/26 322SS
Iteration Acceptance and Signoff 0 07/27/26 07/27/26 323 - Solutlon Configuration Iteration 9 20d 07/28/26 08/24/26 - Phase UAT Tasks 6d 07/28/26 08/04/26 324
Customer Testing 5d 07/28/26 08/03/26
Customer Write UAT Test Cases 5d 07/28/26 08/03/26
Testing Reviews 1d 08/04/26 08/04/26 327
UAT Test Case Reviews 1d 08/04/26 08/04/26 328
- Record Type Configuration 20d 07/28/26 08/24/26 324
Configuration 2w 07/28/26 08/10/26
Unit Testing 3w 07/28/26 08/17/26 332SS
Deployment to QA 0.5d 08/18/26 08/18/26 333
QA Testing 3d 08/18/26 08/21 /26 334
Deployment to UAT 0.5d 08/21 /26 08/21 /26 335
Demo 1d 08/24/26 08/24/26 336
Customer Feedback 1d 08/24/26 08/24/26 337SS
Iteration Acceptance and Signoff 0 08/24/26 08/24/26 338 - Solution Configuration Iteration 10 20d 08/25/26 09/21/26 - Phase UAT Tasks 6d 08/25/26 09/01/26 339
Customer Testing 5d 08/25/26 08/31/26
Customer Write UAT Test Cases 5d 08/25/26 08/31 /26
Testing Reviews 1d 09/01 /26 09/01 /26 342
UAT Test Case Reviews 1d 09/01 /26 09/01/26 343
- Record Type Configuration 20d 08/25/26 09/21 /26 339
Configuration 2w 08/25/26 09/07/26
Unit Testing 3w 08/25/26 09/14/26 347SS
Deployment to QA 0.5d 09/15/26 09/15/26 348
QA Testing 3d 09/15/26 09/18/26 349
Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111111111
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Task Name Duration Start Finish Predecessors
CD
Deployment to UAT 0.5d 09/18/26 09/18/26 350
Demo 1d 09/21 /26 09/21 /26 351
Customer Feedback 1d 09/21 /26 09/21 /26 352SS
Iteration Acceptance and Signoff 0 09/21 /26 09/21 /26 353 Solution Configuration Iterations Complete 0 09/21 /26 09/21 /26 210, 220, 235, 250, 265, 2 - Integrations 100d 02/03/26 06/22/26 207
- Integrations - Group 1 40d 02/03/26 03/30/26
[Shared) Single Sign-On (Okla) 2w 02/03/26 02/16/26 191 [Shared) Online Payment Processor (iNovah) aw 02/03/26 03/30/26 192 [Shared] Front Counter Payments (iNovah) aw 02/03/26 03/30/26 193 [Shared) City Financial System (PeopleSoft) aw 02/03/26 03/30/26 194 - Integrations - Group 2 30d 03/31 /26 05/11 /26 357
[Shared) Salesforce 311 CRM 4w 03/31 /26 04/27/26 196
[Shared) files.com 6w 03/31 /26 05/11 /26 197
[Shared) Digital Signature (Adobe Sign) 4w 03/31 /26 04/27/26 198 [Shared) Accela 6w 03/31 /26 05/11 /26 199
- Integrations - Group 3 10d 05/12/26 05/25/26 362
[Shared) Esri Map Viewer (Clariti Managed Integration) 2w 05/12/26 05/25/26 201 [Shared) Esri Data Sync (Clariti Managed Integration) 2w 05/12/26 05/25/26 202 - Integrations - Group 4 20d 05/26/26 06/22/26 367
Contractor State Licensing Board 4w 05/26/26 06/22/26 203 Microsoft Outlook (calendar info) 4w 05/26/26 06/22/26 204 Integrations Complete 1d 05/26/26 05/26/26 357, 362, 367 - Data Conversion 180d 01/13/26 09/21 /26
- Data Conversion Cycle 1 40d 01/13/26 03/09/26
Data Mapping 4w 01 /13/26 02/09/26 219
Data Conversion 4w 02/10/26 03/09/26 376
Data Conversion Testing 4w 02/10/26 03/09/26 376
- Data Conversion Cycle 2 40d 03/10/26 05/04/26
Data Mapping 4w 03/10/26 04/06/26 375
Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 1111114
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Task Name Duration Start Finish Predecessors
CD
Data Conversion 4w 04/07/26 05/04/26 380
Data Conversion Testing 4w 04/07/26 05/04/26 380
- Data Conversion Cycle 3 40d 05/05/26 06/29/26
Data Mapping 4w 05/05/26 06/01 /26 379
Data Conversion 4w 06/02/26 06/29/26 384
Data Conversion Testing 4w 06/02/26 06/29/26 384
- Data Conversion Cycle 4 40d 06/30/26 08/24/26
Data Mapping 4w 06/30/26 07/27/26 383
Data Conversion 4w 07/28/26 08/24/26 388
Data Conversion Testing 4w 07/28/26 08/24/26 388
- Data Conversion Cycle 5 20d 08/25/26
Data Mapping 2w 08/25/26 09/07/26 387
Data Conversion 2w 09/08/26 09/21 /26 392
Data Conversion Testing 2w 09/08/26 09/21 /26 392
Data Conversion Cycles Complete 0 09/21 /26 09/21 /26 375, 379, 383, 387, 391 - CE Inspect and Deploy 74d 08/25126 12/04/26
- Training 30d 08/25/26 10/05/26
- Administrator Training 10d 08/25/26 09/07/26 355FS -4w Prepare Training environment 3d 08/25/26 08/27/26
Prepare Training Materials 1w 08/25/26 08/31 /26 399SS
Schedule and Coordinate Training Classes and Attendees 1d 08/25/26 08/25/26 399SS Hold Training Classes 1w 09/01 /26 09/07/26 399, 400, 401 - Train the Trainer Training 20d 09/08/26 10/05/26 398
Prepare Training environment 3d 09/08/26 09/10/26
Prepare Training Materials 1w 09/08/26 09/14/26 404SS
Schedule and Coordinate Training Classes and Attendees 1d 09/08/26 09/08/26 404SS Hold Training Classes 1w 09/15/26 09/21 /26 404, 405, 406 Trained Trainers delivery end-user training 2w 09/22/26 10/05/26 407 Training Closeout 0 10/05/26 10/05/26 403, 398
- User Acceptance Testing 44d 09/08/26 11 /06/26
Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111111111
411
412
413
414
415
416
417
418
419
420
421
422
423
424
425
426
427
428
429
430
431
432
433
434
435
436
437
438
439
440
Task Name Duration Start Finish Predecessors
CD
Prepare, Review, Ahgn Oser Acceptance Jesting Plan 10d 09/08/26 09/21126 397FS -4W - UAT Cycle 1 21d 09/22/26 10/20/26 355, 395
Prepare UAT Environment 4d 09/22/26 09/25/26 411
Validate UAT Environment 1d 09/28/26 09/28/26 413
UATTesting 2w 09/29/26 10/12/26 414
UAT Issue Triage and Resolution 3w 09/29/26 10/19/26 415SS UAT Cycle 1 Report 1d 10/20/26 10/20/26 416
- UAT Cycle 2 13d 10/21 /26 11 /06/26
Prepare UAT Environment 1d 10/21 /26 10/21 /26 417
Validate UAT Environment 1d 10/22/26 10/22/26 419
UATTesting 1w 10/23/26 10/29/26 420
UAT Issue Triage and Resolution 2w 10/23/26 11 /05/26 421SS UAT Cycle 2 Report 1d 11 /06/26 11 /06/26 422
UAT Closeout 0 11 /06/26 11 /06/26 411 , 412,418
- Go-Live Preparation 38d 09/22/26 11 /12/26
Go-Live Deployment Plan prepared , reviewed , aligned 2w 09/22/26 10/05/26 411 Go-Live Deployment 2d 11 /09/26 11 /10/26 426 , 424
Smoke Testing 0.5d 11 /11 /26 11 /11 /26 427
Go/No-Go Decision 0.5d 11 /11/26 11 /11 /26 428
Code Enforcement Go-Live 1d 11 /12/26 11 /12/26 429
Go-Live Closeout 0 11 /12/26 11 /12/26 430
- Warranty Period 15d 11/12/26 12/03/26
Warranty Period 15d 11 /12/26 12/03/26 431SS
Warranty Period Closeout 0 12/03/26 12/03/26 433
- Transition to Support 16d 11/12/26 12/04/26
Prepare Transition to Support Materials 15d 11 /12/26 12/03/26 433SS Transition to Support Meeting 0.5d 12/03/26 12/04/26 436 Project Lessons Learned Meeting and Documentation 0.5d 12/04/26 12/04/26 437 Transition to Support Closeout 0 12/04/26 12/04/26 438
Project Closeout 0 12/04/26 12/04/26 439
Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111111111
Exhibit 3 - Code Enforcement Record Types
As noted within the section Phase Two: Code Enforcement - Configuration of Record Types there are up to 23 record types in scope for the Code Enforcement project . Based on our assessment, to-date, of the city provided process flow diagrams, the following is a list of 17 "Stand Alone" record types and another 81 "Sub Type" record types. The parties agree that this Exhibit will serve as the baseline list of record types to be configured during the project . Any deviations to this list that increase the total number of record types to above the 23 included in scope will require approval by all parties via a change order .

Group Record Type Complexity Subtype
Code CE Low Environmental
Enforcement Graffiti
Permit -
Rental
Housing
Junk & Debris
Portable Blower
Landscaping
Fencing
Prevention - Fire
Signs
Zoning
Vehicle
TPP Complaint
Noise Complaint-SW
RSW High Residential Receptacle
Commercial Receptacle
Illegal Dumping Res
Illegal Dumping General
Illegal Hauling
SB 1383 lnsp
Housing Medium Housing
Emergency Housing Repair
Work Without Permit
RHIP High Duplex
Over 99 Units
RHIP Commercial
RHIP Vacant
Single-Family
RHIP 3-4 Units
RHIP 5-10 Units
RHIP 11-20 Units
RHIP 21-99 Units
Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 1111117
Permit - TPP TPP Low TPP Duplex
Business
License
Cannabis -
Permit
TPP 3-4 Units
TPP 5-10 Units
TPP 11-20 Units
TPP 21-99 Units
TPP Over 99 Units
Petition Low TPP Landlord Petition
TPP Tenant Petition
License Medium Amusement Device Location
Arcade
Astrology
Billiards
Qa•,• ~13a
Entertainment
Legal Vendor
Illegal Fireworks
Mobile Food Vendor
Pedi-Cabs
~R9J3J3iRg GaFt
Short-Term Rental
Somatic Practitioner
Special Permit
Taxi
Taxi Association
Temporary Parking Lot
Tobacco
Tow Truck
Vending
Tax Low Business Tax
Weed High Weed Abatement
Vacant Lot High Vacant Lot Registration
Cultivation Medium 5000 sq-ft
10000 sq-ft
22000 sq-ft
Distribution Low Transport
Service
Dispensary Medium Delivery Only
Delivery Only - < 500k
Storefront
Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111111111
Distribution Medium Up to $5 Million
Center Up to $20 Million
Over $20 Million
Manufacturing Medium Type 1 - Class A - Up to $100K
Type 1 - Class B - Up to $1 Million
Type 1 - Class C - Up to $3 Million
Type 1 - Class D - Over $3 Million
Manufacture Nor P (Class A) - up to $100k *
Manufacture Nor P (Class B) - up to $1 Million
Manufacture Nor P (Class C) - up to $3 Million
Manufacture Nor P (Class D) - Over $3 Million
Manufacture
Retail
Distribution
Cultivation
Laboratory Low Testing
Nursery Low Nursery
Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111111111
Exhibit 4 - "Risk Log"
The following "risk log" was produced under the previous Code Enforcement implementation project . Items that are specifically noted are to be included within the scope of this Statement of Work for the Code Enforcement implementation project lead by Contractor .

Risk Approach
GIS Map Viewer - Clariti is (was) using version Clariti's Esri map viewer has been released . This Risk is

3.19 which was discontinued as of July 2024. mitigated .

New Map View not available until early 2025.

GIS Authentication It is not uncommon for the implementation of GIS to require certain data elements to be held privately and
not displayed in the map. Clariti receives the private
data from an Esri endpoint. Private information like
Ownership would be synced and not viewable .

Clariti Storage Limitation File storage is quoted to be increased to 6TB.

Data storage is quoted to be optionally increased by
10GB.

Photo Declaration Unisys built this out, using a third-party open-source JS library and it was meeting the needs of the city . It is assumed to be viable to proceed .

Photo sizing/planning capacity Contractor will capture and document the requirements in collaboration with Customer and
develop the capability in accordance with approved
requirements.

Letter generation Contractor will capture and document the requirements in collaboration with Customer and
develop the capability in accordance with approved
requirements.

File transfer for integrations The city has chosen files.com to handle file transfer for integrations .

Integration with Outlook Code Enforcement project will include configuration of user level calendar sync.

Payment Processing for kiosks won't work Payment integration is included for the kiosk payments via iNovah.

Documentation of functionality Contractor will provide the required documentation for handover .

Barcode scan into Clariti system Will be limited to the generation of the barcode to be included on Clariti system generated electronic files.

Clariti 111 Sacramento 111 Comprehensive SO111 for Code Enforcement 111 Entertainment Services Pa111 e 111 100
Exhibit 5: Clariti Professional Services, Payment Schedule:

The tables that follow provide milestone-based payment schedule details for the City of Sacramento, CA Code Enforcement and ESPS projects . All professional services fees are firm fixed price and based upon a fixed scope and project schedule as documented within the Statement of Work.

City of Sacramento, CA - Clariti Solution
Payment Schedule for the Code Enforcement Project
Total Services Fees: $ 1,221,945 .00
Premium Support Annual Fee: $ 165,037 .50
Clariti Investment: $ (1,090,982.50)
Grand Total Fees: $ 296,000.00
Services (Clariti) Cost (USD) Invoice Upon
Premium Support Annual Fee: $ 68,080 .00 Contract signing Project Management: $ 22,000 .00 Project kickoff complete Requirements confirmation
Requirements Confirmation: $ 22,000.00 sessions complete Solution Configuration : $ 22,000 .00 Solution configuration complete Reports & System Outputs
Reports & System Outputs: $ 22,000.00 complete
Data Conversion : $ 22,000 .00 Data Conversion complete Integrations: $ 44,000.00 Integration development complete Training: $ 22,000 .00 Training delivery complete
User Acceptance Testing: $ 22,000.00 UAT complete
Deployment, Go-Live, Transition to Go-Live and Transition to Support Support: $ 29,920 .00 complete
Grand Total: $ 296,000.00
Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111 101
City of Sacramento, CA - Clariti Solution
Payment Schedule for the ESPS Project
Total Services Fees: $ 273 ,396.75
Contingency Reserve: $ 14,316.75
Services (Clariti) Cost (USD) Invoice Upon
Project Management $ 63,840 .00 Project kickoff complete Requirements confirmation
Requirements Confirmation $ 35,266.75 sessions complete Solution Configuration $ 99,833 .00 Solution configuration complete Reports & System Outputs
Reports & System Outputs $ 18,430.00 complete
Data Conversion $ 20,250 .00 Data Conversion complete
Training $ 10,659 .00 Training delivery complete
User Acceptance Testing $ 11,400.00 UAT complete
Go-Live and Transition to Support
Deployment , Go-Live, Transition to Support $ 13,718.00 complete ESPS Services Total: $ 273,396.75
Contingency Reserve: 14,316.75
Grand Total with Contingency Reserve: 287,713 .50
Clariti 111 Sacramento 111 Comprehensive S0111 for Code Enforcement 111 Entertainment Services Pa111 e 111 102
CH U 1313 " General Liability
Effective Oat : Octob r 15, 2025
amed Insured and Malling Address:

Cl riti Cloud Inc (See Form 83-02-1408)
422 Richards St Suite 170
Vancouver, Bri ish Col mbia
V6B2Z4
Policy Period
From: Octo er 15, 2025
Chubb Insurance Co. of Canada
199 ay Street, Suite 2500
P.O. Box 139, Commerce Court Pos I Station
oron o. Ontario
MSL 1E2
Policy Number: 3608568 1
Producer Name and Mailing Address:

PROLINK Insurance Inc.
150 King Street West, Suite 2401
oron o, Ontario
M5H1J9 Producer No.: 04748-999
To: October 15, 2026
12:01 A.M. st ndard time at the Named lnsured 's mailing address shown above.

THIS POLICY CONTAINS A CLAUSE THAT MAY OR WHICH MAY LIMIT THE AMOUNT PAYABLE.

Coverages
Investigation , Defence and Settlements
Supplementary Payments
Coverage Territory
Who Is An Insured
Limits Of Insurance
Bodily Injury I Property Damage Exclusions
Advertising Injury I Personal Injury Exclusions
Medical Expenses Exclusions
Policy Exclusions
Conditions - Primary/Non Contributing Clause - page 21 of 32 Definitions
Liabilit Insurance
2 3
4 4
4 7
9 12
14 15
19 23
Form CE 83-02-2000 (Ed. 04/05) Contract Page 1 of 32
CH U 1313 "
Contract
Coverages
Bodily Injury And Property
Damage Liability Coverage
Advertising Injury And
Personal Injury Liability
Coverage
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
Plea read the entir policy c r fully. The terms and conditions of lhl Insurance Include the various sections of this contract: Coverages; Investigation, Def nee And Settlements; Supplementary P yments; Cover ge T rritory; Who Is An Insured; Limits Of Insurance; Exclusions; Conditions; and Definitions, as well as the Declar lions, Common Policy Conditions nd any Endorsem nt and Schedules m de a part of this Insurance.

Throughout this contract the word "you" nd "your" refer to the n med insured shown in the Declarations and other person or organi tions qualifying a named insured under this contract. The words "we; ·usK and "ou('' refer to the Company providing this insurance.
lln addition to the named insured , other persons or organizations may qualify as insureds . Those persons or organizations and the conditions under which hey qualify are identified in the W o Is An Insured section of this contract.

Words and phrases that c1 ppear in bold print h ve special meanings nd r defined in the Definitions section of this contract
Subj ct to II of the terms and conditions of this insurance, w will pay dam ge th t the insured becomes legally obligated to pay by r ason of liability:
• imposed by law; or
• assumed iin an insured contract;
far bodily injury or property damage caused by an occurrence to which this coverage c1pplies.

This cove ge applies only to such bodily injury or property damage that occurs during the policy p riod.

Damages for bodily injury include dam ges cl imed by person or org nizallon for care, loss of services or deat resulting t any time from th bodily injury
The most we will pay hereunder Is fix d as s t forth in th Limits Of Insur nee section of this contract.

Our obligations hereunder nd when w h ve used up th applicable Limits Of Insurance.

Other th n s provided under the lnve ligation, Defence An Settl ments and Supplementary P yments sections of this contract, we have no other obligatio or liability top y um or perform act or service und r this coverag •
Subject to all of the terms and conditions of t is insurance, we will pay damages that the insured ecomes legally obligated to pay by reason of liability:
imposed by law; or
• .assurned in ar1 insured contract;
far advertising injury or personal injury to which this coverage applies.

This coverage a plies only to such advertising injury ar personal injury caused by an offence that is first committed uring the policy period.

Contract Page 2 of 32
CH U 1313 "
Medical Expenses
Coverage
Investigation ,Defence
And Settlements
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
Th most w will p y hereunder is fix d t forth in the lim its Of Insurance section of this contract.

Our obligation hereunder end when we hav used up the ap licable Limit o r Insurance.

Other than as provided under the Investigation, Defence And Settlements nd Suppl ment ry P yment eclion of this contract, we h ve no other obligation or liability to pay sums or perform acts or services under this coverage.

Subject lo all of the terms and conditions of this insurance, we will p y medical expenses for bodily injury c u d by an aocid nt to which thi coverag pplies:
• th l takes place on premises rented to or owned by you; or • i connection with your opera ions;
provided that such:
• bodily injury I not excluded by any section of this contr ct; • ccident occurs during the olicy period;
• expenses are incurred and reported to us within three (3) years or the dat of the acd c:len ,; and
• person who sustained t e bodily injury submits ta examination, at our expense, by physicians of our choice as often as we reasonably require.

W will m ke th p yment reg rdles of fault.

The most we will p y hereunder is fixed a s t forth in the Limits o r Insurance section of this contract.

Our oblig tions hereunder end when we have us d up the applic ble Limits Of Insurance.

We have no other obligation or liability nder this cover ge.

Subject to all of the terms and condition of this insurance, we will have the right and duty to de end the insured ag inst a suit.

If such a suit is brought, we will pay re onable legal fees nd necess ry itigation expenses to defe d:
• the insured ; and
• If applicable, the indemnitee or the insured , provided the obligation to defend, or for the cost of the efence of, such lndemnitee has be n .a ssumed by such insured in an insured contract.

Such legal fees and litigation expens s will be paid as described in the Supplementary Paym nts section of this contract.

W h ve no duty to d f nd any per on or org niz lion gain t ny suit to which this insurance does not apply.

We may, tour discretion, invesljg te ny occurrence or offence and make any s tllement, regardless of w ether any claim has been m de or suit has been brought.

Contract Page 3 of 32
CH U 1313 "
Supplementary
Payments
Coverage Territory
Who Is An Insured
Sole Proprietorships
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
Th most w will p y hereun er is fix d as s t forth In the Limit Of Insur nee section of this contract.

Our obligation hereunder end when we hav used up the ap licable Limit or Insurance.

Subject to all of the terms and conditions of this insurance, we will pay, with respect to a claim we investigate or settle, or a suit against an insured we defend:

A. claim adjustment expenses
B. reasonable xpenses (oth r than claim adjustment expenses) incurred by the insured at our request to assist us in the Investigation or defence of such claim or suit, including ctu I loss of e mings up to S1000 a ay because of time off from work.

C. rejudgement Interest w rded ag Inst the insured o that part of a judgement we p y . If we m ke an offer to pay th applicable Limit Of Insurance, we will not pay any prejudgement interest based on that period of time after the offer.

D. i nterest on the full amount of a Judgement that accrues after entry of the judgement and befor we h ve paid, offered to p y or depo rted in court the part of the Judgement th t is within the pplicable Limit Of Insur nee.

Suppl mentary P yment does not Include ny fine or other pen lty.

Th most w will p y hereunder is fixed as set forth in the Limits Of Insur nc section of this contract.

Our obliga ·ons hereunder end when we have used up the applicable Limits Of Insurance.

Subject to all of the terms and oondltions of this insurance, this insurance:

A applies anyw ere.

B. does not apply to:

1. a. bodily injury or property damage that takes place· or b. advertising injury o:r personal injury caused by an
offerice committed;
outside Can da and the United States of America (inciuding it possession and territories), nl ss a suit o l1e merits {to determi e the lnsured's responsibility to pay damages to w ich this insur c plies) is broug t in Can d or the United St te o f America (including its possessions and territories).

2. any dam ges, loss, cost or expense in connection with any suit rought outside C n da or the United St t es of Am rica (including its possessions and errito ·es).

If you ar n indivldu I, you and your spouse are insureds ; but you and your spouse re insureds only with respect to the conduct of business of which you are the sole owner.

If you die:

Contract Page 4 of 32
CH U 1313 "
Partnerships Or Joint
Ventures
Other Organizations
Employees
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
• persons or organizations having proper temporary custody of your property are insureds ; but they are insureds only with respect to the maintenance or use of such property and only for acts until your legal representative ha been eppoinled; and
• your legal rcprosontativos arc insureds; but they are insureds only with respect to their duties as your leg I represent lives. Such legal represent lives will assume your rights and duties under this insu nee.

If you are a partners ip or a joint venture, you are a insured . Youir members, yo1Ur partners and their spouses are insureds; but they are insureds only with respec to the conduct of your business.

If you ar n org nization (including professional corporation) other than a rtnership or joint venture, you r n insured . Your directors and officers are insureds ; but they are insureds only with respect to their duties as your directors or officers . Your shareholders and their spouses are insureds ; but they are insureds only with respect to their Ii illty as your shareholders.

Your employees are insureds; but they are insureds only for acts 'thin the scope of their employment by you or while performing duties r I ted to t e conduct of your business.

However. no employee is an insured for:

A. bodily injury, advertising injury air personal injury:

1. lo you, to any of your directors, members, officers or partners (wh ther or not an employee) or to ny co-employee while uch Injured person i either in the course of his or her employme t or while performing duties rel led lo the conduct of your bu ine s;

2. to the brother. child, parent, sister or spouse of such Injured person consequenc of any injury d scribed in ub-p ragraph A 1. above;or

3. for which there is any obligation to share damages with or repay someone els who must p y dam g s becaus of any injury
descrl ed in sub-paragraphs A.1. or A.2. above.
\Nith respect to bodily injury only, this limitation does not apply to:
• you or to your directors, members, officers, partners or supervisors as insureds ; or
• ~•·our employees, as insureds , with respect to such damages caused y cardlo-pulmon ry resuscitation or first aid services administered by sue an employee.

B. property damage to any property owned, occupied or used by you or by any of your directors, members, officers or partners (whether or not an mployee) or by any of your employees.
his limitation does no apply to property damage to premises w hile rent d to you or tempor rily occupied by you with permi sion of the owner.

Contract Page 5 of 32
CH U 1313 "
Volunteers
Real Estate Managers
Vendors
Lessors Of Equipment
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
Persons who re volunteer workers for you re insureds; but they are insureds only for acts within the scope of t elr activities for you and at your direction.

Persons (other th n your employe s) or organizations acting your real estat managers are insureds; but they are insureds only with respect to their duties as your re.i i esta ~c ma nagors.

Persons or organizations who are vendors of your product are insureds : but they are insureds only with respect to their liability for damages for bodily injury or property damage resulting from the distribution or sale of your product In the regular cour e of their bu iness and only if this insurance applie to s ch products (included int e products-completed operations hazard ).

However, no such person or organization is an insured ·with respect to any:
• sumption of Ii ility y t em in a contract or agreement. This limitation do s not apply to the Ii bility for d mages for bodily injury or property damage that such vendor would have In the absence of such contract or agreement.
• representation or w r ranty u authorized by you.
• physical or chemical chango in your product made intentionally by the ve dor.
• repack ging, unless unp eked solely for t e purpose of inspection, demonstration or testing, or the substitution of parts under instruction from them nufacturer nd then r packed in the origin I container. • failure to m ke uch inspections, adjustments, tests or servicing th vendor has agreed to make or normally undertakes to m ke in the usual course of business i connection with e distribution or s le o r your product
• demonstration, install tion, servicing or repair operations, except such operations performed at the vendor's premises in connection wit the sale of your product.
• of your product which, after distribution or s le by you, have be n I belled or r la elled or used as contain r, ingredient or p rt of any other thing or substance by or for the vendor.

Further, no person or organi ation from whom you have acquired your product, or any container, ingredient or part entering into, accompanying or containing your product , is n insured under this provision.

Per ons or organi ations from whom you le se equipment are insureds; but they are insureds only wilh respect to the maintenance or use by you of sue e uipment nd only if you are contractually o ligated to provide them with uch Insur: nee as is afforded by this contract.

However, no such person or organization Is an insured with respect to any:
• dam.:1ges arising out of their sole n gligence; or
• occurrence that occurs, or offence that is committed, after the equipment lease ends.

Contract Page 6 of 32
CH U 1313 "
Lessors Of Premises
Subsidiary Or Newly
Acquired Or Formed
Organizations
Limitations On Who Is An
Insured
Limits Of Insurance
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
Persons or org nizatlons from whom you lease premises are insureds; but they re insureds only with respect to the ownership, maintenance or use of that articul r p rt or such premise I sed to you nd only if you re contractually obligated to provide them with such insurance as is afforded by this contract.

However, no such person or organization is an insured with respect to any; • damages arising out of their sole negligence;
• occurrence th I occurs, or offence that is committed, after you ce e to be a tenant in the premises; or
• structural alteration, new construction or d molition operations performed by or on be alf ofihe ,
If there Is no other insurance available, the following organizations will qualify a amed insureds :
• subsidiary organiz tion of the first named insured shown in the Declarations of which, t the beginning of the poHcy period and t the tlm o loss, such first na , ed insured controls, either direc ly or indirectly, more than fifty (50) percent of the lntere ts entitled to vote gene lly in lhe lection of the govemlng body of such organization.
• subsidiary organization of the first named insured shown in the Declarations that such first named insured acquires or forms during the policy period, if at the time of loss such first n med insured controls, either directly or Indirectly, more than fifty (50) percent of the Interests entitled to vote gener lly int e election of th governing body of uch org niz lion.

A Except to the extent provided under the Subsidiary Or Newly Acquired Or Formed Org nization provision above, no per on or organization is an insured with respect to the conduct of ny person or organi ation that Is not shown as a named insured in he Declarations.

B. o person or organization is an insured with respect to Hrn:

1. ownership, maintenance or use of any assets; or

2. conduct of any p rson or organization whose ssets, business or organization;
you cquire, either directly or indirectly, for any:
• bodily injury o -property damage that occurred; or
• advertising injury or personal injury arising out of an offence first committed;
In whole or in part, before you, directly or indirectly, cquired sue assets, business or organization.

The Llmits Of Insurance shown in the Declarations a d the rules below fix the most we will p y regardl ss of the num er of:
• insureds;
• cl~ims made or suits brought; or
• persons or organizations making claims or bringing suit s.

Contract Page 7 of 32
CH U 1313 "
General Aggregate Limit
Products-Completed
Operations Aggregate
Limit
U.S.A. Territory Aggregate
Limit
Advertising Injury And
Personal Injury Aggregate
Limit
Each Occurrence Limit
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
The Limits Of I nsurance apply separately to each con eClltiv nnual p riod and to any rem inlng period of less th twelve months, starling with the eginning of the policy period shown in th Declarations, unless the policy period is extended after issuance for an additional period of less than twelve months. In that cas , th additional p riod will be d e med p rt of th I t receding period for purposes of determining the Limits Of Insurance.

Subject to the Each Occurrence Limit, the Gener I Aggreg te Limit i the most we will pay for the sum of:
• damages for bodily injury .a nd property damage , except damages included in the products-completed operations hazard ; and • medical expenses.

Subject to the Each Occurrence Limit, th Products-Com I ted Operation Aggregate Limit is the most we will pay for the sum of damages for bodily injury and property damage included in he products-completed operations hazard
Subject to th E ch Occurrence Limit nd to all oth r limit et forth in thi s ctlon of this contract, the U.S.A. Territory Aggregate Limit is the most we will pay for ~he sum of;
• damages for bodily injury ,property damage ,advertising injury and personal injury ; and
• medical expenses for bodily injury ;
included in the U.S.A territory hazard.

Ariy such sums we pay (under the U.S.A. Territory Aggreg te Limit) will reduce the U.S.A. Territory Aggregate Limit and will reduce the other applicable limit ( ggr gate or otherwi e) avail bl for ny other p yment.

Th less r of the remaining amount of the U.S.A. Territory Aggregate Limit or the remaining mount of any other applicable limit Is the most that will be available for any other payment.

The Advertising Injury And Personal Injury Aggregate Limit is the most we will pay or the sum of damages for advertising injury and personal injury .

The Each Occurrence Limit is the most we wHI pay for the sum or:
• damages for bodily injury and property damage; and
• medical expense!:j
arising out of any one occurrence.

Ariy such sums we p y will r duce th amount of th applicabl ggreg le limit available- for any other p,a}'ment.

If the appllc ble aggregate limit has been reduced to an mount th tis les than the Each Occurrence lim it, the remaining mount of such ggregate limit is th most th t will be v ii ble for ny other p yment.

Contract Page 8 of 32
CH U 1313 "
Tenant's Legal Liability
Limit
Medical Expenses Limit
Payments That Reduce
The Limits Of Insurance
Bodily Injury I Property
Damage Exclusions
Aircraft
Alcoholic Beverage Type
Businesses
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
The Tenant' Leg I Li bility Limit is the mo t w will pay for the sum of d mages for property damage to any one premises while rented to you or t mpor ·1y oc:cupled by you with permission of the owner.

Subject to the E ch Occurrence Limit, the e ical Expenses Limit is the mo t we will pay • or the sum of medical expense . u der Medical Expenses Cov•erage for bodily injury sustained by any one person . .Any damages or medical expenses we pay will reduc the Limits of lnsuranc P yments we m ke under the Investigation, Defence And S ttlem nt and Supplementary Payments sections of this contract will not reduce Limits Of Insurance.
one of the following exdusio ns, except "Contracts, Bodily Injury/Property am g ", "Expected Or Intended Bodily Injury or Property Dam g " and "Progression Of Known Bodily Injury Or Property Damage", apply to property damage to premises while rented to you or emporarily occupied by you with permission of the ow er.
his insurance does not apply to bodily injury or property damage arising out of t e ownership, maintenance, use (use includes oper tion and loading or unloading ) or entruslment t o others by or on behalf of any insured of any ircrafl own d or operated y or lo ned or rented lo ny insured.

This exclusion does not apply to an aircraft you do not own, provided:
• the pilot In comm nd holds a currently effective certificate, issued by the duly cons ·1uted uthority of Canad or the United States of America, designating that person as a commercial or airline transport pilot:
• it is rented with a trained, paid crew; nd
• it does not transport persons or cargo for charg .

This insur nee does not apply to bodily injury or property damage for which ny insured m y be held liable by reason of:
• causing or contributing to the intoxication of any per on:
• furnishing lcoholic b ver ge to a person und r th legal drinking g or under the influence of alcohol; or
• ny statute, by-law, order, regulation or ordinance relating lo the sale, gift, distribution or use of alcoholic verages.

This exclusion pplie only if you are In the usiness of m nuf cturlng, distributing, selling, serving or furni hing alcoholic ever g s.

Contract Page 9 of 32
CH U 1313 "
Autos or Other Motor
Vehicles
Contracts, Bodily
Injury/Property Damage
Damage To Alienated
Premises
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
his insurance does not apply to bodily injury or property damage arising out of the ownership, us , operation or e trustment to others by or on behalf of the insured of ny:

A. auto;
B. motorized snow vehicle or its trailers; or
C. other vehicle which if it were to be insured would be required by law to be insured under a contract evidenced by a motor vehicle liability policy, or any vehicle insured under such a contract (or such a contract that would be In effect but for its termination u on exhaustion of its limits of insurance).

Sub~p ragraph C. above does not apply to the ownership, use or operation of machinery, appar tus or equipment mounted on or attached to such a vehicle while at the site of the use or operation of such equipment. his exclusion does not apply to bodily injury to a employee of the insured on whose beh If co tributions are mad or required to be m e by the insured und r th provisions of a Canadian provincial or territori I workers compensation law.

This exclusion applies regardless of any other actual or alleged cause or event th t ctu lly or allegedly dir ctly or in lrectly:
• contributes concurrently: or
• contributes in any sequ nee;
to such injury or d m ge, v n if ch other ctual or all g d would otherwise be covered.
or event
This insurance does not ap ly to bodily injury or property damage for which the insured is obligated to pay d m ges by re son of assumption of liability in a contract o agreeme t.

Thi exclusion does not apply to the liability for damages:
• that such insured would have in the absence of such contract or agreement: or
• sumed in n or I or written contract or agreem nt that is an insured contract, provided the bodily injury or property damage , to which this Insur nee applies, occurs after th execution of such contr ct or agreement.
hiis insurance does not apply to property damage to any premises you sell, give away or abando , if e property damage aris9s out of a y part of those premises.

This exclusion does not apply if the premises are your work and wer,e never occupied, rented or held for r n t I by you.

Contract Page 10 of 32
CH U 1313 "
Damage To Impaired
Property Or Property Not
Physicall y_ In ·ured
Damage To Owned
Property
Damage To Various
Property Of Others (Care,
Control Or Custody)
Damage To Your Product
Damage To Your Work
Employers Liability
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
his insurance does not apply to property damage to:
• impaired property · or
• property that has not been physically injured:
arising out of any:
• defect, deficiency, inadequacy or dangerous condition in your product or your work · or
• delay or failure by you or anyon acting on your behalf to perform a contract or agreement in accordance with its terms and conditions.

This exclusion does not apply to the loss of use of other tangible property resulting from sudden and accidental physical injury to your product or your work Rer it has een put to its intended us .
his insurance does not apply to property damage to .my p operty owned by you.
•
•
•
his insuranc does not apply to property damage to any:
personal property lo ned or rented to you;
property held y you or on your behalf for sale or entrusted to you for safekeeping or storage;
property on your premises for purposes of performing operations on such property by you or on your be alf;
• tools or equipment used by you or on your ehalr in performing operations; or
• property in your care, control or custody that will erected, inst lled or used in construction operations by you or on your behalf.

Thi exclu ion does not apply to the liability for damages s urned In a side­ track ag!"eerne nt,
his insurance does not apply to property damage to your product arising out of ·tor any pan of it.
his irisumnce does riot apply to property damage to your work arising out of It or ny part of it and included in the products-completed operations hazard This exclusion does not apply if the damaged work or the work causing th d mage was performed on your half by a subcontractor.

A This ins ranee does not apply to bodily injury to an employee of the insured arising out of and in the course of:

1. employment by the insured ; or

2. performing duties r lated to th conduct of the insured's business.

B. This insur nee do snot apply to bodily injury to the brot er, child, parent, sister or spous of such employee s a consequence of ny injury described in paragraph A. above.
his exclusion applies:

Contract Page 11 of 32
CH U 1313 "
Expected Or Intended
Bodily Injury Or Property
Damage
Progression Of Known
Bodily Injury Or Property
Damage
Watercraft
Advertising Injury I
Personal Injury
Exclusions
Breach Of Contract
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
• whether the insured may be liable as an employer or in any other capacity; and
• to any obligation to share damages with or repay someone else who must pay damages because of any injury describ d in paragraphs A. or B. above.
his exclusion does not apply to:
• the liability ford mages assumed by the insured in an insured contract; or
• bodily injury to a11 employee of the insured on whose behalf contributions are made or are re uired to be made by the insured under the provisions of a Canadian provincial or territorial workers compensation law.
his insurance does not apply to bodily injury or property damage arising out of an act or failure to act:
• i t,ended by the insured : or
• th t would be expected from the tandpoint of a re son ble p rson In th circumstances of the.: insured ;
to cause bodily injury or property damage . even if the actual bodily injury or property damage is of a different d gree or type th n intend d or expected. his exclusion does not apply to bodily injury o,r property damage resulting from the us of r onable force to prote t person or tangible prop rty. his insurance does not apply to bodily injury or property damage that is a ch nge, continuation or re umption of any injury or damag deemed known, efore the beginning of the policy period, to have occurred. hiis insurance do1,s not apply to bodily injury or property damage arising out of th ownership, m inlen nc , u e (u e include op ration n loading or unloading ) or entrustment to others by or on h If of ny insured of any watercraft over six ccn (16) metres.
his cxcl sion docs not apply to:
• wat rcraft, ch rtered by or on beh If of the insured . us~d in connection with operations usual or incidental to the insured's business, provided t~ e insured or any of its employ es do not own or operate the watercraft; or • bodily injury to an employee o' the insured o whose be alf contributions ar mad or r quired to be made by the insured under the provisions of a Canadian provincial or territorial workers compensation law. his insurance does not apply to advertising injury or personal injury arising out of breac of contract.

Contract Page 12 of 32
CH U 1313 "
Continuing Offences
Contracts, Advertising
Injury/Personal Injury
Crime Or Fraud
Expected Or Intended
Advertising Injury Or
Personal Injury
Failure To Conform To
Representations Or
Warranties
Internet Activities
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
his insurance does not apply to advertising injury or personal injury arising out of that part of an offence that continues or resumes after the later of the end of the policy period of:

A. this insuirance; or
B. a subsequent. continuous renewal or replacement of this insurance, that:

1. is i sued to you by us or by an ffiliate of ours; nd

2. would otherwise apply to advertising injury and personal injury his insurance does not apply to advertising injury o.r personal injury far which the insured is obligated to p y d mages by reason of assumption of liability in a contract or agre ment.

This exclusion does not apply to the liability for damages:
• that such insured would have in the absence of such contract or .agreement; or
• ssumed in a written contract or agreement that is an insured contract, provided the advertising injury or personal injury, to which this Insur ce applies, is caused by n offence first committed after the execution of such contract or agr ement.
his insuranco docs not .:ipply to advertising injury or personal injury arising out of any crimin I or fraudulent conduct committed by or with the consent or knowledge of the insured.

This insurarncc docs not applly to advertising injury or personal injury:
• i t,endcd by the insured : or
• that would be expected from th standpoint of a reasonable p rson in the circumstances of the insured.

This insuranc does not apply to advertising injury or personal injury arising oul of th failur of goods, roducts or services to conform with ny el ctronlc, oral, written or other repre entation or warranty of dur billty, filne s, performance, quality or use.
his insurance doe not apply to advertising injury or personal injury arising out of:
• controlling, creating, designing or developing of another's lnte net site; • controlling, creating, designing, developing, determining or providing the content or ma erial of ano her's Internet site;
• controlling, facilitating or providing, or r iling to control, facilitate or provide, access to the lnterne or ano her's Internet site; or
• publication of content or material on or from the Internet, other than material developed by you or t your lrecllon.

Contract Page 13 of 32
CH U 1313 "
Media Type Businesses
Prior Offences
Publications With
Knowledge Of Falsity
Wrong Description Of
Prices
Medical Expenses
Exclusions
Athletic Activities
Injury To Insureds
Nuclear Energy
Products-Completed
Operations Hazard
Workers' Compensation Or
Similar Laws
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
his insurance does not apply to advertising injury or personal injury arising out of an offence committed by or on behalf of an insured whose business is advertising, broadcasting, cablecasting, publishing, telec sting or telemarketing.

This exclusion does not apply to personal injury ca sed by an offe c e descrl d in sub-paragraphs A. , B. or C. of the definition of personal injury. his insurance does not apply to advertising injury or personal injury arising oul of any offenc fir t committed befor lh beginning of the policy p riod. his insurance does not apply to advertising injury or personal injury arising out of any electronic, oral, written or other publication of content or material by or with the consent of the insured :
• with knowledge of its falsity; or
• If a reasonable person in the circumstances of such insured would have known such content or materl I to be false.
his insurance docs not apply to advertising injury or personal injury arising out of the wrong description of lh price of good , product or services. his insurance doos not apply to medical expenses arising out o bodily injury to any person injured while praclicing, instructing or participating in any physical exercise, game, sport or contost.

This insurance does not apply to medical expenses arising1 out of bodily injury to any insured , except a volunt er worker.
hiis insuranCG docs not apply to medical expenses arising1 out of bodily injury in any way related to the:
• nuclear hazardous properties oi nuclear material; and • operation of a nuclear facility by .ainy person or organization. his insurance does not apply to medical expenses arising out of bodily injury included in the products-completed operations hazard
his insurance does not apply to medical expenses arising out of bodily injury to any person, whether or not an employee of any insured . if bene , s for such bodily injury are pay ble or must be provided under any workers' compensation, disability benefits or employment Insurance law or any similar law.

Contract Page 14 of 32
CH U 1313 "
Policy Exclusions
Asbestos
Employment-Related
Practices
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
A. This Insurance does not apply to bodily injury property damage , advertising injury or personal injury a ·sing out of the actual, alleged or threatened contaminative, palhogenic, toxic or other ha rdous propertie of asbestos .

B. This insur nee does not apply to ny dam ges, loss, cost or expens arising out of any:

1. request. demand, order or regulatory or statutory requirement that any insured or others test for, monitor, clean up, remove, con In, treat, detoxify or n utralize, or in ny way re pond to, or s e s t effects of asbestos ; or

2. claim or proceeding by or on be alf of governmental uthority or others for any d m ges, los , co t or expen e cau e oft sting for, monitoring, cl aning up, removing, containing, tr ling, detoxifying or utralizing, or In any way r sponding to, or assessing the ffects of asbestos
A. This lnsu nee does not apply to ny d m ge sust ined at any lime by ny person, whether or not sustained in the cour e of employment by ny insured , arising out of any employment-r I led ct, omis ion, policy, practice or representation directed at such person, occurring in whole or in part at any time. including any:

1. arrest, detention or imprisonment:

2. bre ch of any express or implied covenant;

3. coercion, criticism, humiliation, prosecution or ret Ii tion;

4. dofoma ·on or disparngomcnt;

5. demotion, discipline, evaluation or reassignment:

6. discrimination, harassment or segregation;

7. a. eviction; or
b. inva ion or other violation of any right of occupancy;

8. failure or refusal to advance. compensate, employ or promote;

9. invasion or other violation of any right of privacy or publicity;

10. termination of employment; or

11. other em loym nt-rel ted act, omIss1on, policy, practice, representation or relationship in connection with any insured at any time.

B. This In u r nee does not apply to ny d m ges sustained at any time by the brother, child, p rent, i t r o r spous of such person t whom ny employment-related act, omission, policy, practice or represent lion is dir cted, describ din p r gr ph A. ov , as con quence th reof.

Contract Page 15 of 32
CH U 1313 "
Enhancement ,
Maintenance Or
Prevention Expenses
Intellectual Property Laws
Or Rights
Nuclear Energy
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
his excllusion appl1ies:
• whether the insured may be Ii ble s n e mployer or in any other capacity: and
• to any obligation to share damages with or repay someone else who must p y damages because of any of th foregoing.

This insurance does not pply to any loss, cost or expense Incurred by you or others for any:

A. enh ncem nt or m inten nee of any property; or
B. prevention or any injury or damage to any:

1. person or organization; or

2. property you own, rent or occupy.

This insurance does not pply to any actual or alleged bodily injury , property damag~ advertising injury or personal injury rising out of, giving rise to or in any way rel ted to ny actu I or alleged:
• .assertion; or
• i fringcmcn or violation;
y any person or organlz lion (including ny insured) of any intellectual property law or right , reg rdless of whether this insurance would oth rwise apply to all or p rt of ny such actu I or alleg d injury or damag in the b enc of any such ctual or alleged assertion, infringement or violation.

This exclusion applies, unless such injury:
• i cau ed by an offence described in the definition of advertising injury ; and • does not arise out of, give rise to or in any way rel te to ny ctual or alleged sertion, infrlngem nt or viol lion of ny intellectual property law or right, olher than one described in lhe definition of advertising injury.

A. This Insurance does not apply to bodily injury , nuclear property damag~ advertising injury or personal injury :

1. with respect to which any insured under this policy is also an Insured under a contract of nuclear energy liability insurance (whether the insured is unnamed In such contract and whether or not it is legally enforceable by t e insured ) or would have had status as an insured un er any such policy but for its termination upon exhaustion of its limit of insurance.

2. with r spect lo liability Imposed by or rising from any nuclear iability statute or regulation or any statute or regulation amendatory thereof.
3, arising out of he nuclear hazardous properties of nuclear material and with respect to which:
a. any erson or organization is required to maintain insurance or fin ncial protection pur uanl to the Nucle r Liability Act of Can da or the United St tes of America Atomic Energy Act of 1954, or any similar ct, law, statute, regulation or any law amcnidatory thereof; or
Contract Page 16 of 32
CH U 1313 "
Pension Or Employee
Benefit Liability
Pollution
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
b. the insured Is, or h d this policy not been issu d would be, entitled lo immunity from civil liability under a proclamation of Her Majesty the Queen In right of Can da, or to indemnity from the United States of America, or any agency thereof, under any greement entered into by the United States of America, or ny gency thereof, with any person or organl ation.

4. rising out of the ownership, mainten nee, oper tion or use of a nuclear facility b~,' or on behal of any insured.

B. This insur nee does not pply to bodily injury, nuclear property damage; advertising injuryor personal injury arising out of the nuclear hazardous properties w clear material or nuclear waste :

1. if the nuclear material omuclear waste :
a. is at any nuclear facility owned by, or operated by or on behalf of, any insured;
b. h s be n disch rged or dispersed therefrom; or
c. is at ny time tr sport d. handled, stored. disposed of, rocessed, treated, po se s d or used by or o half of ny insured

2. in ny way related to the furnishing by ny insured of services, materials, parts or equipment in connection with the planning, con truction, mainten nc , ope tion or use of ny nuclear facility.

The Insur nee does not apply to ny d m ges, loss. cost or expense Imposed on any insured under:
• the Pension Benefit Stand rd Act, 1985 of Canada, or any amendment thereto;
• the United States of America Employees' Retirement Income Security Act of 1974 (E.R.I.S.A.), or ny mendm nt th reto;
• ny common or statutory law or regulation applicable to fiduciaries of ny pension, profit haring, h Ith nd w lfare or other employ e benefit pl nor tru t establishe for the purpose of providing neflts to employees of the insured ; or
• ny simil r feder I, provincial, territori I, state or local I w or regul tion now constitut d or here ft r mend d, anywhere in the world.

A. This insurance does not apply to bodily injury, property damage , advertising injury or personal injury arisi g out of the actual, alleged or threatened discharge, dispers I, seepage, migr tion, release or esc pe of pollutants.

1. at or from any premis s, site or location which i or wa t any tim owned or occupied by, or loaned or rented 10, ny insured ;

2. t or from any premises, sit or location which is or was t any tim used by or for a y insured or olh rs for the h ndling, storag , dispos I, processing or treatment of w ste;
Contract Page 17 of 32
CH U 1313 "
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability

3. which are or were t ny time transported, h ndled, stored, disposed of, processed or treated as waste by or for any:
a. insured · oir
. p r on or org nization for whom ny insured may be legally responsible; or

4. Lor from any premises, site or location on which ny insured or any oontraclor or subcontractor working directly or indirectly on any insured ' behalf Is performing operations, if the:
a. pollutants re brought on or Lo the premis s, site or location in connection with such operations by such insured , co tractor or -su boo tractor; or
b. operations are to test for, monitor, clean up, remove, contain, treat. detoxify or neutralize, or in ny w y re pond to, or asse th,e ,effects of pollutants ;
Sub-paragraphs A.1. and A.4.a. above do not pply to bodily injury or property damage caused by heat, smoke or fumes from a hostile fire Sub-p r graph A.1 . abov do not apply to bodily injury if sustai ed within building nd caused by smoke, f m s. vapour or soot produc d y or origin ting from equipment that I u d to eat, cool or dehumidify the building, or equipment th t is u ed to heat water for person I use, by the building's occupants or t ei r guests.

B. This insur nee does not apply to any damages, loss, cost or expense arising out of any:

1. request, demand, order or regulatory or statutory requirement that any insured or oth rs t s t for, monitor, clean up, remov , contain, tr a t, detoxify or neutralize, or in any way respond to, or assess the effects of pollutants; or

2. claim or proceeding by or on behalf of a governmental uthority or others for any damages, loss, cost or expense because of testing for, monitoring, cleaning up, removing, containing, tre ling, detoxifying or eutralizing, or in any way responding to, or assessing the ffect of pollutants
P ragraph B. bove does not apply to t e liability for dam g s , for property damage, th t the insured would have in the a enoe of such request, demand, order or regulatory or statutory requirement, or such claim or proceeding by or on behalf of a governmental authority.

This xcluslon does not apply to the Ii bility ford mages, for property damage, to premises while rented to you or temporarily occupied by you with permission of the owner and caused by a hostile fire , explosion, smo e or leak ge from fire pro ective equipment.

This exclusion pplles reg rdl ss of whet er or not the pollution was accidental, expected, gradual, intended, preventable or sudden.

Contract Page 18 of 32
CH U 1313 "
Recall Of Products, Work
Or Impaired Property
General Liability
This in urance doe not apply to ny dam ges claimed for any loss, cost or expense incurred by you or ot ers for the loss of use, withdrawal, recall, Inspection, r p Ir, replacement, adjustment, remov I or dispos I of:
• your product
• your work : or
• impaired property;
If such product, work or property is withdrawn or recalled from the m rket or from use by ny per on or organization because of a known or suspect d defect, deficiency, inadequacy or dangerous condition In ii.

Workers' Compensation Or Thi Insurance do s not pply to any obligation of th insured under any Similar Laws workers' compensation, disability benefits or employment Insurance law or any similar law.

Conditions
Arbitration
Bankruptcy
Disclosures And
Representations
Duties In The Event Of
Occurrence, Offence,
Claim Or Suit
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
We are en ·ued to exercise all of the insured 's rights in the choice of arbitrato s nd in the conduct of any arbitration proce ding, xcept when the proc ding I between us ar d the insured.

Ba1nkruptcy or insolvency o tha insured or the insured ''s est a e will 11 ot elieve us of ny obligation to which this insurance pplies.

We have Issued this Insurance:
• based upon representations you made to us; nd
• In reliance upon your repres nt lions.

Unintentional failure of an employee of the insured to disclose a hazard or other material information will not violate thl condition, unle n officer (whether or not an employee) of any insured or an officer 's designee knows abo t s uch azard or ot er material Information.

A. You must see to it that we and any other insurers are notified as soon s pmcticable: of any occurrence or offence that may result in a claim, if the claim may involve us or such other insurers. To ttie extent possible, notice :shoul • incl u die:

1. how, when ,md where the occurrence or offence happened;

2. th nam s nd addres e o f ny injured persons and witn s e ; and

3. t nature and location of any Injury or damage arising out of the occurrence or offence.

Contract Page 19 of 32
CH U 1313 "
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
B. If a claim is made or suit is brought against a y insured, you must:

1. immediately record the specifics of th c laim or suit and the date received;

2. notify us in writing s soon a practic ble; nd

3. see lo it that we receive written notice of the claim or suit as soon as practicable.

C. You and any other involved insured must:

1. immediately sen us copies of ny dem nds, notices, summons s or legal papers received in connection with the claim or suit ;

2. authorl e us to obtain records and other information;

3. co-operate with us nd other insurers in the:
. inv stlgation or ettlement of the claim; or
b. defence against the suit; and

4. assist us, upon our request. in t e enforcement of ny right against any person or organization that may be liable to the insured because of loss to which this insur nee may also pply.

D. No insured will. excep at that insured 's own cost, make any payment, ssume any obligation or lnC\Jr any expense, other than for first aid, without our consent.

E. Notice given by or on behalf of:

1. the insured;

2. the injured person; or

3. any other claimant;
to ny licensed insur noe broker of ours with p rticulars sufficient to identify the insured shall be deemed notuce to us.

Know1edge of an occurrence or offenc by n agent or employee of the insured will not constitute nowledge by the insured , unless an officer (whether or not an emp oyee) of any insured or an officer ' d sign knows about such occurrence or offence.

G. F l lure of an g nt or employ e of th insured , other than an officer (whether or not an employee) of ny insured or an officer 's designe , to notify us of an occurrence or off nee that such p rson knows about will ot affect the insurance afforded to you.

H. If a claim or loss does not reasonably appear to involve this Insurance. but it I ter develops into cl Im or lo s to which lhi in uranoe pplies. th ilure to report it to us will not violate this condition, provided th insured gives u Immediate notice s oon a t he insured is aware that this insurance may apply to such claim or loss.

Contract Page 20 of 32
CH U 1313 "
Joint Duties In Non­
Admitted Jurisdictions
Legal Action Against Us
Other Insurance
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
With respact to an occurrence , offeince, claim or suit , to which this insurance applies, that arises in non-admitted jurisdiction :

A. we h ve no duty to defend any person or org nization gainst any claim or suit ; but we may, tour discretion, ass me control of or particip te in any Investigation, def nee, settlement or r covery prooe dings.

B. You and any other insured must:

1. m e such inv stigation, defence or settlement as we d m re,;aiisona bl €l ;

2. obtain our approval for ny payment; and

3. effect pproved p yments to others, in ocord nee with the term nd condi ions of this insurance.

C. we will reimburse funds to the insured for payments approved by us for:

1. loss; and

2. expenses and other payments;
to whic this insurance applies.

D. we will make those reimbursements:

1. in a jurisdiction that is mutually acoeptable; nd

2. until we have used up the applicable Limits Of Insurance.

No person or organization has right under lhi insurance to:
• join us as a party or otherwise bring us into a suit asking for damages from an insured ; or
• sue us on this insurance unless all or Its terms and conditions have been fully complied with.

A person or organlz tlon m y sue us to recov r on a agreed settlement or on a final ju gement against an insured obtained after:
• n ctual trial in civil proceeding; or
• an arbitration proceedi g;
ut we will not b liable for any damag s. loss, cost or xp n e not p y bl under the terms and conditions oft is insuranc or in excess of the applic bl Limits Of Insurance.
very legal proceeding against us shall be commenced within three (3) years next after the date of such final judgement or agreed settlement and not afterwards.

If o er valid and collectible Insurance is available to the insured for loss we would otherwise cover under this insurance, our obliga ions are limited as follows.

Primary Insurance
This insuranoe is primary except w en he Excess Insurance provision described below applies,
If this insuranoe is prim ry, our obligations ar not affected unless ny of t other insurance is lso primary. Then we will share with II th t other Insur nee y the method described in the Method Of S ring provision described below.

Contract Page 21 of 32
CH U 1313 "
Premium Audit
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
Excess Insurance
This insur nc is exces over ny of the other insurance, wh ther primary, excess, contingent or on any other ba is:

A. th t i Fire, Extended Cov rage, Builders' Risk, In tall lion Risk or similar coverage for your work ;
B. that is insurance that applies to property damage to pr•emis•es re:nted to you or temporarily occupied by you with permi sion of th ownei, C. If t e loss arises out of aircraft, autos or other motor vehicles or watercraft (to the exten not subjec to he "Aircraft", "Autos Or Other Motor Vehicles" or "Watercraft exclusions);
D. that is insurance:

1. provided to you by any erson or org ni ation working under cont ct or agreement for you; or

2. under which you are included as an insured; or
E. that is insurance under any Property section of this policy.

When this insurance is excess, we will have no duty to defend any insured against a suit that any other insurer has a duty to defend. If no other insurer defends, we under! ke to do so, but we will be entitled to the insured 's rights against all those other insurers.

When this insu nee is excess over other in ur nee, we will p y only our share of the amount of loss, if any, t at exceeds the sum of the total:
• mount that all other insurance would pay for loss in th absenc of this insurc1nce; arid
• of all deductible and self-Insured amounts under all other Insurance.

W will sh re the rem ining loss, if ny, with any other insur nee th I i not descrl ed in this Excess Insurance provision nd was not purchased specifically to apply in excess of the Limits Of Insurance shown in the Declarations of this insurance.

Method Of Sharing
If all of the other Insurance permits contribution by equ I sh r s, then we will follow this m thod also. Under this method e ch insurer contributes equal mounts until it has paid Its applicable limit of insurance or none or the loss remains, whichever comes first.

If any of the other lnsurano do s not permit contribution by equal h re , th we will contribute by limits. Under this method, e ch insurer's share is based on the r tlo of its pplicable l imit of insurance to th total pplic b l limits of insura ce of all insure s.

In accordance with the Estimate Premiums section of the Premium Summary, premium hown with n teri (*) are e tim led premium nd r ubject to adjustment and audit.

In ddltion to or In lieu of such de ignalion In the Premium Summary, pr mium may be designated as estimated premiums elsewhere in this policy. In that case, these premiums will lso be subject to djustment and udit, nd the second paragraph of the Estimat d Premiums section of the Premium Summ ry will apply.

Contract Page 22 of 32
CH U 1313 "
Separation Of Insureds
Transfer Or Waiver Of
Rights Of Recovery
Against Others
Definitions
Advertisement
Advertising Injury
Agreed Settlement
Asbestos
Auto
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
Except with respect to th Limits Of Insurance and ny rights or dutie specifically assigned in this insur nee tot e first nam d insured this insurance pplies:
•
•
as if each nam€ld insured vere the only named insured; and separately to each insured against whom claim is made or suit is brought.

W will w iv the right of recov ry w would otherwi e hav h d gain t nother person or org ni atlon, for loss to which thl insu nce pplie , provided the insured s waived th ir rights of r covery ag inst such person or organization in a contract or agreement that Is executed before such loss.

To the extent that the insured ' rights to recover all or p rt of any p yment made und r this insuranc h ve not been waived, thos rights re transferred to us. The insured mu I do nothing fler loss to impair them. At our r q uest, the insured will ring suit or transfer those right to us and h Ip us enforce them.

WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACT

WORDS AND PHRASES THAT APPEAR IN BOLD PRINT HAVE THE
SPECIAL MEANINGS DESCRIBED BELOW.

Advertisement means an electronic, oral, written or other otioe, bout goods, roducts or services, de igned for the specific purpo e of attracting the gene I ubllc or specific m rket segment to us such goo s, products or service .

Advertisement does not include any e-mail address, Internet dom in name or other electronic address or metalanguage.

Advertising injury eans injury. other than bodily injury , property damage or personal injury , sustained by a person or organization and caused by a off nee of infringing, in th l particular part of your advertisement about your goods, products or services, upon their:
• oopyrighle-d advertisemen t. or
• regi ter d collective mark, registered service m rk or other registered tr dema e d name, slogan, symbol or title.

Agreed settlement me ns a settlement nd release of lia ilily signed by us, the insured and the claimant or the claimant's legal represent live.

Asbestos me ns bestos in any form, including its presence or use in ny alloy, by-product, compound or other m aterial or waste. Waste includes material to be recycled, reconditioned or reclaimed.

Auto means ny self pro elled land motor vehicle, tr iler or semi-tr lier (including m ohinery, a paratus or equipment attached thereto) that i rincipally designed and is being used for transportation of persons or property on public roads,
Contract Page 23 of 32
CH U 1313 "
Bodily Injury
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
Bodily injury means physical:
• injury;
• sickness; or
• dis®ase;
susiai ed by a person, including resuliing death, humiliation, mental anguish, mental injury or shock at any time. All such loss shall be deemed to occur at the tim of the physic I injury, sickne s or dis th l cause il.

Contract Page 24 of 32
CH U 1313 "
Claim Adjustment
Expenses
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
Claim adjustment expenses:

A. means:

1. r a onable leg I nd p raleg I f e and I rie (including those of lawyers nd paralegals who are our employees).

2. re sonable expe ses rel ting to a suit, to which t is insurance pplies, including the cost of expert witnesses, transcripts, court reporters, rese rch report , ex min lion for discovery or d epo,s ltio n s.

3. th@ cost of:
a. bail bonds; or
b. bonds required to:
i. appeal judgements; or
ii. rs 1€lasei attachments;
but only for:
a. bonds in c onnection with a suit, to which this insurance .applies: aind
b. bond amounts within the available Limits Of Insurance.

We do not have to f umish these bonds.

4. costs taxed against the Insured in a suit, to which this ins ranee applies.

5. the reasonable cost an expense of any inve Ugalion that we ndert ke a t our discr tion af er receiving notice from you or ny other p rson or org nization, regardless of whether such notice constitutes a d aim or suit.

6. other re sonable expenses th I we allocate to a specific claim or suit
B .. does not include:

1. any legal fees or litigation expens s; or
any other loss, cost or expense:
in connection with ny injunction or other equitable relief.

2. any fine or other p cna lty; or

3. th salaries or ex nses of our employee (otiher than those descri d in sub-paragraph A.1 . above) or any alaries or exp n e of any insured's employees or directors, members, officers , artners or workers (wh ther or not n mploye ).

Contract Page 25 of 32
CH U 1313 "
Deemed Known
Hostile Fire
Impaired Property
Insured
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
Deemed known m ns known by, or th t should h v be n known from th standpoint of a re sonable person in the circumstances of:
• you; or
• any of your directors, members, officer s or partners (whe her or not an employee). Officer will be deemed to include an officer 's designee.

Such injury, damage, occurrence, claim, suit or circu sta ce, as applicable, will be deemed known at the eartiest time when any such person described above:

A. reports all, or ny p rt, of any the Injury, dam g , occurrence, claim, suit or circumstance to us or any other insurer:

B. receives a claim for dam g s in connection with the injury, dam g , occurrence or circumstance; or
G_ becom es aware:

1. that the injury or damage has occurred or has begun; or

2. of any actual, alleged or threatened injury, damage, occurrence, claim or suit in connection with lhe circ mstance.

Hostile fire eans one which becomes uncontrollable or breaks out from where it was intended to be.

Impaired property means tangible property, other than your product ar your work , that c nnot be used or Is less useful because:
• it incorporates your product or your work that is lmow or thought to be defective, deficient, in dequate or dangerous; or
• you h ve f iled to fulfil the term or conditions of contract or agr emenl; if such property c n be restored to us by:
• the repair, replacement, adjustment or remov I of your product or your work ; or
• your fulfilling the terms or conditions of the contract or agreement.

Insured m n organization qu lifying as an insured in the Who Is An Insured section of this contract.

Contract Page 26 of 32
CH U 1313 "
Insured Contract
Intellectual Property Law
Or Right
Loading Or Unloading
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
Insured contract :

A. means:

1. a lease of premises;

2. a sido-trnck agroomont;

3. an easement or license greemenl;

4. an obligation, as requir d by y-law, to indemnify a municipality, except in connection with work for a municipality;

5. an elevator maintenance agreement; or

6. any other contr ct or agreement pertaining to your business (including an ind mnifi lion of a municipality in conn ction wit work performed for such municipality) in which you assume the tort II bility of nother person or org nization to pay dam ges, to which this insur nee pplies, for injury or damage su tained by thir; person or organization.

B. does not Include that part of any contract or agreement that indemnifies an rchitect, engin e r or surveyor ford mages rising out of:

1. pre aring, approving or failing to prepare or ap rove maps, drawings, opinion , reports, urveys, fi Id orders, ch nge orders, design or :speoiftcations; or

2. giving directions or instructions, or failing to give them.

Intellectual property law or right meanis any:
• oertific Lion m rk, copyr"ght, patent or tr dem rk (including collective or service mmks);
• ·ght to, or judicial or statutory law recognizing n interest in, any trade s cret or non-person I confidential or propriet ry inform tion; • other right to, or judicial or statutory law reoognizing an interest In, ny xpr s ion, ide , likene s, n me, slogan, style of doing bu ines , symbol, title, trade dress or other intellectual property; or
• other judicial or statutory I w concerning piracy, unf Ir competition or other similar practices.

Loading or unloading :

A. m ans the handling of property:

1. after it is moved from the place where it is acoepted for movement into or onto an aircraft, auto or other motor v hide or watercraft;

2. while it is in or 0 11 an aircraft, auto or other motor v hide or watercraft; or

3. while it is b ing moved from an airer fl, auto or other motor vehicle or w tercr ft to the pl ce where it is finally delivered.

B. does not Include the movement of property by means of a mechanic I device, other th n ah nd truck, that Is not ti ched to the airer ft, auto or other motor vehicle or watercra .

Contract Page 27 of 32
CH U 1313 "
Medical Expenses
Non-Admitted Jurisdiction
Nuclear Facility
Nuclear Hazardous
Properties
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
Medical expenses means reason expenses for necessary:
• first id dministered at the lime of an ccident;
• medical, surgical, x-ray and dental services, including prosthetic devices; and • mbulance, hospit I, profession I nursing and funeral services.

Non-admitted jurisdiction means any jurisdiction where we are:
• not licensed or permitted by law to issue insurance; or • prevent d by law or oth rwise from investig ting, d fending or settling an occurrence . offenc©, daim or suit.

Nuclear facility mearis. ainy:

A. nuclear reactor ;
B. equipme tor devic de ign d or used for:

1. separating the isotopes of plutonium, thorium or uranium;

2. processing or u ilizing nuclear spent fuel: or

3. h ndling, processing or pack ging nuclear waste;
C. equipment or device used for the processing, fabricating or alloying of nuclear material If t any time th total mount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than:

1. twenty five (25) grams of plutonium or uranium 233 or ny com inatio ther~of; or

2. two-hundr d- fifty (250) grams of n ptunium, thorium or uranium 235· or
D. structure, basin, ex v lion, premi e or plac prepared or u ed for th storage or disposal of nuclear waste ;
nd includes the site on which any of th foregoing is loc ted, II operation conducted on such site and all premises used for such operations.

Nuclear hazardous properties includes radioactive, toxic or explosive properties.

Contract Page 28 of 32
CH U 1313 "
Nuclear Material
General Liability
Nuclear material means:
• neptu ium, plutonium, thorium or uranium or any element with an atomic number greater than 92;
• derivatives, compounds and isotopes of neptunium, plutonium, thorium or uranium or of ny el ment with an atomic num er gre ter than 92; • material design te as a
0 nucle r su t nee" pursuant to the uclear
Safety and Control Act of C nada, Its regul lions or any law or regulation amendatory thereof; or
• material designated as ·by-product material", "source material" or "special nucl ar material" pursuant to the United States of America Atomic Energy Act of 1954 or any law amendatory th r of.

Nuclear Property Damage Nuclear property damage Include all forms of radloac ·ve contamina ·on of property.

Nuclear Reactor Nuclear reactor means ny pp ratus d signed or us d to sustain nuclear fission in self-supporting chain reaction or to cont in a critical m ss of fissionable material.

Nuclear Spent Fuel Nuclear spent fuel m ns ny fuel el mentor fuel component, olid or liquid, which has been used or exposed to radiation in a nuclear reactor.

Nuclear Waste Nuclear waste eans any waste material:

Occurrence
Officer
Personal Injury
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
A. containing nuclear material other than the tailings or wastes produced by the extraction or cone ntration of thorium or uranium from any or processed primarily for its ource m terial cont nt; and B. resulting from the operation by any person or organization of any nuclear facility included within the definition of nuclear facility under sub­ paragraph A. or B.

Occurrence me ns an accident, including continuous or repeated exposure to substantially the same general armful conditions.

Officer m ans a p rson holding any of the officer positions created by an org nization's constituting documents, i ncluding certificates and articles of incorporation, letters patent and by-laws or any other simil r governing document.

Personal injury means injury, other than bodily injury ,Property damage o:r advertising injury, cause by an offence of:

A false arrest, false detention or other false imprisonment; B. malicious prosecution·
C. wrongful entry into, wrongful eviction of person from, or oth r viol tion of person's right of private occupancy of a dwelling, premises or room that such per on occupies, if committe by or on b half of its I ndlord, le or or owner;
Contract Page 29 of 32
CH U 1313 "
Pollutants
Products-Completed
Operations Hazard
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
D. el ctronic, or I, written or oth r publication of materl I th t:

1. libel or slanders person or org niz lion (which d o s not includ disp ragement of goods, products, property or services); or

2. violates a person's right of privacy; or
E. discrimination, harassment or segregation based on a person's age, colour, national origin, race, religion or sex.

Pollutants means any solid, liquid, gaseous or thermal irri nt or cont min ant, including smoke, vapour, odour , soot, fume , cids, al alis, chemicals and waste.

Waste Includes materials to be recycled, reconditioned or reclaimed.

Products-completed operations hazard :

A. includes all bodily injury and property damage taking place away from premis s owned or occupied by or lo ne or rented to you and arising out of your product or your work , xcept:

1. products that are still in your physic I possession; or

2. work that has not yet been completed or abandoned.

Your work will be deemed completed when:
• II of the work called for in your contr ct or gr em nt h s bee completed.
• II of the work to be perform d t th ite h s b n com pl ted, if your contract or agreement calls for work at more t an one site. • th t part of the work completed at a site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project.

Work that may need service, mai tenance, correction, repair or replacement, but which is otherwise complete, will be Ire led a completed.

B. does not include bodily injury or property damage ari sing1 out of:

1. th tr n portation of property, uni th injury or d mage re ult from a condition in or on a vehicle not owned or operated by or loaned or rented to you nd t h t condition was ere ted by the loading or unloading of that vehicle by any insured ; or

2. the existenc of t ools, uninst II d equipm nt or bandon d or unused m ateria Is.

Contract Page 30 of 32
CH U 1313 "
Property Damage
Suit
U.S.A. Territory Hazard
Your Product
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
Property damage means:
• phy le I injury to tangible property, including resulting los of us of that property. All such loss of use sh II e deeme to occur t the time of th physical injury that caus d it; or
• loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the occurrence that caused it.

T ngible property does not include any softw re, dat or other inform tion that is in electronic form.

Suit me ns civil proceeding in which d mages, to which this Insur nc appllies., are· soug t. Suit Includes an arbitration proceeding in which such damages are sought and lo which the insured ust submit or does submit with our consent.

U.S. A territory hazard includes all:

A. 1. bodily injury and property damage that tak.es place; and

2. advertising injury and personal injury a 'sing out of offences committed;
In the United St tes of America (including its po se ions nd territories); nd B. bodily injury, property damage, advertising injury and personal injury in connection with any:

1. claim made or suit brought;

2. judgement rendered; or

3. Sf'ttlei m c;mt ubta in ed;
in the United St tes of America (including its possessions an territories).

Your product :

A. means any:

1. goods or products, other than real property, m nufactured, sold, andl d, distribut d or di pos d of by:
a. you;
b. others trading under your name; or
a per on or org nization whose as ets or busine s yo have acquired; arid

2. containers (other th n v hicle ), mat rials, parts or e uipment furnished in connection with such goods or products.

B. includes:

1. representations or warranties made at any time with respect to the dura ility, fitne s, perform nee, qu lily or us of your product ; and

2. the providing of or failure to provide instructions or w ming .

C. does not include vending machines or other property loaned or rented lo or located for the use of others but ot sold.

Contract Page 31 of 32
CH U 1313 "
Your Work
Liabilit Insurance
Form CE 83-02-2000 (Ed. 04/05)
General Liability
Your work:

A. means any:

1. work or operations performed by:
a. you or on your behalf; or
person or org niz.ation whose assets or business you hav .acquired; and

2. materials, parts or equipm nt furnished in oonn ction with such work or operations.

B. includes:

1. representations or warranties made t any time with respect to th durability, fitness, performance, qu lity or us of your work · and

2. th providing of or failure to provide in truction or warning .

Contract Page 32 of 32
CH U 1313 "
Policy Period
Effective Date
Policy Number
Insured
Name of Company
Date Issued
Commercial Insurance
Endorsement
From: October 15, 2025
October 15, 2025
36085681
Cl riti Cloud Inc (See Form 83-02-1408)
Chubb Insurance Company or Canada
October 28, 2025
This Endorsement applies to the following forms:

All applicable Insurance Contracts
To: October 15, 2026
The Named Insured shown in this policy is amended to include the following:

Clariti Cloud Inc.

Clariti Cloud USA Inc.

BasicGov USA Inc.

ComplyAI Inc. o/a CivCheck
/41~
President
All oth rt rms and conditions rem in unchanged.

Commercial Insurance Named Insured
Form CE 83-02-1408 (Ed. 04/05) Endorsement Page 1 of 1
ACORD® CERTIFICATE OF LIABILITY INSURANCE I

DATE (MM/DD/YYYY)
~ 11/11/2025
~
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 rights to the certificate holder in lieu of such endorsement(s).

PRODUCER CONTACT
NAME:

Andrew Atsaves PHONE (480) 951-4177 I
FAX (480) 951-4266
c/o Artex Risk Solutions , Inc. IA/C No Ext\: (A/C Nol:

E-MAIL [email protected] P.O. Box 13838 ADDRESS:

Scottsdale, AZ 85267 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Zurich-American Insurance Company 16535
INSURED INSURER B:

Equit y HR, Inc. Lab or C ontractor, for co-empl oyee s of: BasicGov US Inc INSURERC: 5655 Silver Creek Va lley Rd #2 37
San J ose, CA 951 38 INSURER D:

INSURERE:

INSURERF :

COVERAGES CERTIFICATE NUMBER: 25CA0641064885 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 IMM/DD/YYYYl IMM/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 iP~~~Zc~~t9AMAGE $
~
AUTOS ONLY ~ AUTOS ONLY
$

UMBRELLA LIAB
H
OCCUR EACH OCCURRENCE $
~
EXCESS LIAB CLAIMS-MADE AGGREGATE $
DED I I RETENTION $ $
WORKERS COMPENSATION X I ~f f TUTE I I
OTH-

AND EMPLOYERS' LIABILITY ER
Y/N
A

ANYPROPRIETOR/PARTNER/EXECUTIVE
□ WC 48-16-977-04 04/01/2025 04/01 /2026 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 Location Coverage Period: 04/01/2025 04/01 /2026 Client# BGU-CA DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) BasicGov US Inc Coverage is provided for 14920 Trovita Ct only those co-employees of, but not subcontractors Tustin, CA 92780
to:

CERTIFICATE HOLDER CANCELLATION
City of Sacramento SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attention: Johan Tran THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN 915 Street ACCORDANCE WITH THE POLICY PROVISIONS.

Sacramento, CA 95814

AUTHORIZED REPRESENTATIVE
I
~~~
© 1988-2015 ACORD CORPORATION. All rights reserved.

COR 25 /20 6/03\ T ~ ACORD ~ d lo o a~ r~ ~r~d a ks o COR CH U 1313 "
Policy Period
Effective Date
Policy Number
Insured
Name of Company
Date Issued
Liability Insurance
Endorsement
From: October 15, 2025
November 12, 2025

36.085681
Cl riti Cloud Inc (See Form 83-02-1408)
Chubb Insurance Company of Canada
October 28, 2025
To: October 15, 2026
This Endorsement applies to the folio ~ing forms:

All applicable Li billty Insurance Contracts
Who Is An Insured
Additional Insured -
Scheduled Person Or
Organization
Conditions
Other Insurance - Primary,
Noncontributory
Insurance - Scheduled
Person Or Organization
Liability Insurance
Form CE 83-02-2367 (Rev. 12112)
Under Who Is An Insured, the following provision Is added:

Persons or organizations shown in the Schedule are insured s; b u· they are insured s only if you re obligated pursu nt to contract or greement to rovide them with such insurance as Is afforded by this policy.

However, the person or organization is an insured only:
• if nd t en only to the ext nt the p r on or org nization is d cribed in th Schedule;
to the extent such contract or agreement requires the person or org nizatio be afforded status as an insured ;
• for activities that id not occur, in whole or in part, before the execution of the ·contract or agreeme t; and
• with respect to damages, loss, cost or expenses for Injury or damages to which this insurance applies.

No person or organirntion is an insured under tti is provislo :
• th t i mor p cifically lndentifie under any other provi ion of th Who I An Insured section (regardless of any limitation applicable thereto). • with respect to any ssumption of II bility (of another p rson or organization) by them in a contract or agreement. This limitation does not pply to the II bility for dam ges, lo s, cost or expens for injury or damage, to which this insurance applies, that the person or organlz lion would have In the absence of such contract or agreement.

Under Conditions, the following provision Is dded to the condition titled Other Insurance.

If you are oblig led, pursuant to a contr ct or greement, to provide the perso or organ! tlon shown in th Schedule with primary insurance such as Is fforded by this policy, then in such case this insurance is primary nd we will ot se k contribution from insurance available to such person or org ni lion.

Additional Insured - Scheduled Person Or Organization
Endorsement Page 1 of2
CH U 1313 "
President
Liability Insurance
Form CE 83-02-2367 (Rev. 12112)
Liability Insurance
Endorsement
Schedule:

The City of Sacramento, 915 Street, Sacramento CA 95814 All other terms an conditions remain unch nged.

Additional Insured - Scheduled Person Or Organization
Endorsement Page 2 of 2
Executed as of the day and year first above stated.

CITY OF SACRAMENTO
A Municipal Corporation
By: _____________ _
Print name: ____________ _
Title: ______________ _
By: _____________ _
Print name: -------------
Title: ---------------
APPROVED AS TO FORM:
~ 3, 2025 17:45:25 PST)
Title: Senior Deputy City Attorney
ATTEST:

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

CONTRACTOR
Clariti Cloud

NAME OF FIRM
~ fie--Mtdru
B
Cla~ry (Dec 3, 2025 1Y:o4:13 CST)
y: ----------t,,,,:-----
Print name: Claytie Mistry
Title: Chief Customer Officer

Clariti Quotation
From Clariti Cloud. Inc.

Terms:

Curmncy
Start
Date:

Toll free 1.877.256.8385
accounting@claritisoftware.
com
Remit To: Same as
Above Payment
Terms: Net 30 USO
Dollars
Entertainmenl Services Permitting licenses to be activaled in 2026. Customer will send written notice to provision agreed upon number of icenses, allowing 60 days notice for Ctariti to p,ovision with Salesfcrce for UAT.

1. Code Enforcemenl licenses to be activaled in 2026. Custom<!{ will send written notice to provision agreed upon number of licenses. allowi,g 60 days notice for Clariti to provision with Salesforce for UAT. line No.
2 Notes
# Units
115
108
3 6
40 34
Description
Enterp,ise - Clariti Community Development Solution - Code Enforcement Platform User License - Enhanced
Platform User License - Enhanced (Read Onlyj
Admin User License - Enhanced
Clariti Admin User License - Standard '
Customer Community Logins (2,000/Month Bundle)
Clariti Sandbox, Full (20% of Licensing Cost)
Clariti Annual Support
Clariti ESRI ArcGIS Integration
Clariti File Storage (1TB)
Enterp,ise - Clariti Community Development Solution - Entertainment Services Permittln
Platform User License - Standard (Read Only)
Admin User License - Standard (Read Only)
Clariti Admin User License - Standard (Read Only)
Platform User License - Enhanced
Admin User License - Enhaoced
Clariti Admin User License - Enhanced'
Clariti Sandbox, Full (20% of Licensing Cost)
Clariti Annual Support
Clariti ESRI ArcGIS Integration
To tal -Year 1 Subscription
To:

RE:

Quote Number:

Quote Date:

Quote Valid Until:

Quote Year.

Tenn Length:
#of Months
12 -
12 -
12 -
12 -
12 -
12 -
12 -
12 -
12 12
12 -
12 -
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12 City of Sacramento
Comb ned Quote 2025
C2025-1892-11
October 24, 2025
December 19. 2025
3 years
Annual List
rice (Year 1)
$221,892.80
$72.876.00
ATTACHMENT 1
,,Clariti
Total
$221,893
$72,876.00
$294,768.80
t. Any purchase order generated on this quote indicates acceptance of all terms and conditions on the Clariti So ftware Agreement. Purchase order must be generated with the SOW as part of 2025 project kick off with an initial 3-year term agreement, with autcmatic annual renewal periods beginning in Year 4.

2. Warranty is provided concurrent to licensing subscription, provided that all Clariti managed packages are kept within 1 year up to date.

3. All Enhanced User Licenses enable the users to use up to 30 custom objects beyond those in Clariti's managed packages, provided they are within the scope of, and for use exclusively with, the Clanti permitting and licensing application.

4. All Standard User Licenses enable the users to use up to 10 custom objects beyond those in Clariti's managed packages, provided they are within the scope of, and for use exclusively with, the Clariti permitting and licensing application.

5. All Community Licenses enable users assigned this license to access up to 10 custom objects beyond those included in Clariti's managed packages.

6. Starting in Year 2, all current and future Clariti licenses will increase at a pre-negotiated rate of an amount not to exceed 2% with the City of Sacramento.

7. Clariti Admin User Licenses included at no cost.

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