RESOLUTION NO. ____________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SALINAS AUTHORIZING
APPLICATION FOR, AND RECEIPT OF, PROHOUSING INCENTIVE PROGRAM FUNDS ROUND 3.
WHEREAS, pursuant to Health and Safety Code 50470 et. Seq, the California Department of Housing and Community Development (Department) is authorized to issue Guidelines as part of an incentive program (hereinafter referred to by the Department as the Prohousing Incentive Program or “PIP”); and
WHEREAS the City Council of the City of Salinas desires to submit a PIP grant application package (“Application”), on the forms provided by the Department, for approval of grant funding for eligible activities toward planning and implementation activities related to housing and community development as a result of meeting eligibility criteria including but not limited to Prohousing Designation; and
WHEREAS, the Department has issued Guidelines and Application on August 15, 2024, in the amount of $8,000,000 for PIP;
Now, therefore, the City Council of the City of Salinas (“Applicant”) resolves as follows:
SECTION 1. The City Manager or designee is hereby authorized and directed to submit an Application to the Department in response to the NOFA, and to apply for the PIP grant funds in a total amount not to exceed $1,250,000.
SECTION 2. In connection with the PIP grant, if the Application is approved by the Department, the City Manager or designee of the City of Salinas is authorized and directed to enter into, execute, and deliver on behalf of the Applicant, a State of California Agreement (Standard Agreement) for the amount of $1,250,000, and any and all other documents required or deemed necessary or appropriate to evidence and secure the PIP grant, the Applicant’s obligations related thereto, and all amendments thereto; and
SECTION 3. The Applicant shall be subject to the terms and conditions as specified in the Guidelines, and the Standard Agreement provided by the Department after approval. The Application and any and all accompanying documents are incorporated in full as part of the Standard Agreement. Any and all activities funded, information provided, and timelines represented in the Application will be enforceable through the fully executed Standard Agreement. Pursuant t o the Guidelines and in conjunction with the terms of the Standard Agreement, the Applicant hereby agrees to use the funds for eligible uses and allowable expenditures in the manner presented and specifically identified in the approved Application.
ADOPTED ON December 3, 2024, by the City Council of the City of Salinas by the following vote count:
AYES: _____ ABSENT: _____
NAYS: ______ ABSTAIN: _____
Approving Officer
____________________
Kimbley Craig, Mayor
Salinas City Council
Certificate of the Attesting Officer
The undersigned, Officer of Attesting, Alexis Mejia, does hereby attest and certify that the foregoing/attached Resolution is a true, full and correct copy of a resolution duly adopted at a meeting of the City of Salinas City Council which was duly convened and held on the date stated thereon, and that said document has not been amended, modified, repealed or rescinded since its date of adoption and is in full force and effect as of the date hereof.
________________________________
Patricia M. Barajas,
City Clerk of the City of Salinas
Prohousing Incentive Program
(PIP)
2024 Application for Local Governments
State of California
Governor, Gavin Newsom
Tomiquia Moss, Secretary
Business, Consumer Services and Housing Agency
Gustavo Velasquez, Director
Department of Housing and Community Development
Megan Kirkeby, Deputy Director
Division of Housing Policy Development
Final Filing Date: December 31, 2024
651 Bannon Street, Suite 400 Sacramento, CA 95811
Website: https://www.hcd.ca.gov/grants-and-funding/programs-active/prohousing- incentive-program
Email: [email protected]
DRAFT
X
X
X
X
X
X
Prohousing Incentive Program (PIP) Application Instructions The applicant is applying to the Department of Housing and Community Development (Department) for a grant authorized under the provisions pursuant to Health and Safety Code Section 50470(2)(C)(i). PIP is designed to encourage cities and counties to achieve Prohousing Designation. Please refer to the PIP Guidelines and August 2024 Notice of Funding Availability (NOFA) for detailed information on eligible uses and awards. If you have questions regarding this application or the PIP Program, email [email protected].
If approved for funding, the PIP application is incorporated as part of your Standard Agreement with the Department. To be considered for funding, all sections of this application, including attachments if required, must be complete and accurate.
In order to be considered for funding, all applicants must submit a complete, signed application to [email protected] by December 31, 2024. Pursuant to Section 202 of the PIP Guidelines, all applicants must meet the following threshold requirements to be eligible for funding:
An adopted housing element in substantial compliance, as determined by the Department, pursuant to Housing Element Law (Article 10.6 of Gov. Code) in accordance with Government Code section 65585, subdivision (h).
Threshold Requirements
Demonstration of meeting threshold criteria shall be determined by the Department in its sole and absolute discretion. No documentation of meeting threshold requirements is required in the application unless requested by the Department.
Housing Element Annual Progress Report submittal pursuant to Government Code Section 65400 for the current or prior year, as applicable.
Prohousing Designation: An awarded or completed Prohousing Designation Application with an authorizing resolution must be submitted prior to or in conjunction with the Applicant’s PIP Application. PIP Awards cannot be made until a Prohousing Designation is awarded.
A complete application as determined by the Department.
An authorizing resolution authorizing submittal of the application to the Program that materially comports with the Program’s requirements and is legally sufficient as determined in the Department’s reasonable discretion, including an authorized representative. See Attachment B of the PIP Guidelines for required resolution format.
Compliance with state and federal housing laws as determined by the sole discretion of HCD.
DRAFT
Applicant
Applicant Agency Type
Mailing Address
City Zip Code
County
Website
TIN
Authorized Representative Name
Authorized Representative Title
Phone
Fax
Email
Contact Person Name
Contact Person Title
Phone
Fax
Email
Signature Date
Name Title
As the official designated by the governing body (authorized representative above and in resolution), I hereby certify that, if approved by HCD for funding through PIP, the applicant assumes the responsibilities specified in the NOFA and certifies that the information, statements, and other contents contained in this application are true and correct.
René Mendez City Manager
Planning Manager
831-758-7408
[email protected]
831-758-7201
[email protected]
Vincent Montgomery
94-6000412
René Mendez
City Manager
Salinas 93901
Monterey
cityofsalinas.org
Applicant Information
City of Salinas
City
65 West Alisal St, 2nd Floor
DRAFT
Jurisdiction Name Eligible Base Award
Geographic Category Bonus Award Amount:
Prohousing Designation Application
Score Total Award58 1,250,000$
Award Amount
Salinas 750,000$
Central Coast
Click the dropdown menu to choose a jurisdiction. The geographic category and base award will auto-populate. If the jurisdiction has obtained Prohousing Designation at the time of PIP application submittal, enter in the Prohousing Designation applicant score. Population projections are based on the Department of Finance E-1 January 1, 2024 estimates. https://dof.ca.gov/Forecasting/Demographics/estimates-e1/ 500,000$
DRAFT
X
X
(viii) Efforts to acquire and rehabilitate foreclosed or vacant homes. (ix) Homeownership opportunities, including, but not limited to, downpayment assistance. (x) Fiscal incentives or matching funds to local agencies that approve new housing for extremely low, very low, low-, and moderate-income households.
Eligible Uses
Eligible Applicants must use award funds towards any planning or implementation activities related to housing and community development including, but not limited to, any eligible uses pursuant to Health and Safety Code section 50470(b)(2)(D), as described below. Please indicate which of the following the applicant will use award funds toward:
Summary of Proposed Activities
Objective Responsible Party Est. Cost Begin End Eligible Use Category Statement of Work Plan NotesSubtask 1: Administration expenses City of Salinas $62,500 5/1/2025 6/30/2027 II and VI City will provide staff timecards, expense reports, invoices, and copies of executed documents and agreements applicable to administration of the program. Option 1 Assisting people who are experiencing or
are at risk of homelessness. City of Salinas 5/1/2025 6/30/2027 VI Providing funds to a resident-owned cooperative of a mobile homepark to prevent the risk of homlessness and/or rehabilitation of a transitional housing project for indiviudals experiencing homlessness.
Option 1
Subtask 3: Operational Expenses for
Emergency Shelter and rehabilitation
activities for transitional housing
projects
City of Salinas TBD TBD TBD VI Support operation needs of emergency shelters or navigation centers for individuals who are experiencing homlessness. Option 2
Subtask 2: Preservation of
permanent housing City of Salinas $1,187,500 5/1/2025 6/30/2027 II and VI TBD II City will provide staff timecards, expense reports, invoices and copies of executed documents and agreements applicable to administration of the program. Option 3 Affordable rental and ownership housing
that meets the needs of a growing
workforce earning up to 120 percent of
area median income, or 150 percent of
area median income in high cost areas.
City of Salinas TBD TBD TBD II
(vi) Assisting persons who are experiencing or at risk of homelessness, including providing rapid rehousing, rental assistance, navigation centers, emergency shelters, and the new construction, rehabilitation, and preservation of permanent and transitional housing.
(vii) Accessibility modifications.
Execute one or more Affordable Housing Loan Agreement(s), Promissory Note(s,) and Deed(s) of Trust. Option 3Subtask 2: Financing for Affordable Housing Developments City of Salinas TBD TBD TBD II
Subtask 1: Administration expenses City of Salinas TBD TBD (i) The predevelopment, development, acquisition, rehabilitation, and preservation of multifamily, residential live-work, rental housing that is affordable to extremely low, very low, low-, and moderate-income households, including necessary operating subsidies.
(ii) Affordable rental and ownership housing that meets the needs of a growing workforce earning up to 120 percent of area median income, or 150 percent of area median income in high-cost areas. (iii) Matching portions of funds placed into local or regional housing trust funds. (iv) Matching portions of funds available through the Low and Moderate Income Housing Asset Fund pursuant to subdivision (d) of Section 34176 of the Health and Safety Code. (v) Capitalized reserves for services connected to the creation of new permanent supportive housing, including, but not limited to, developments funded through the Veterans Housing and Homelessness Prevention Bond Act of 2014.
DRAFT
City of Salinas
Legislation Text
200 Lincoln Ave., Salinas,
CA 93901
www.cityofsalinas.org
File #: ID#24-668, Version: 1
Fourth Renewal with Avolve Software, Inc ProjectDox ePlan Approve a Resolution authorizing the City Manager to execute the Fourth renewal with Avolve Software, Inc.
ProjectDox ePlan for a software subscription and increase the compensation by $101,160 for a revised not to exceed amount of $407,367 from December 12, 2024 to December 11, 2025.
City of Salinas Printed on 11/27/2024Page 1 of 1
powered by Legistar™
Page | 1
CITY OF SALINAS
COUNCIL STAFF REPORT
DATE: DECEMBER 3, 2024
DEPARTMENT: COMMUNITY DEVELOPMENT
FROM: LISA BRINTON, DIRECTOR
THROUGH: DAVID GONZALVES, ASSISTANT DIRECTOR
BY: ANGELINE ANZINI, CHIEF BUILDING OFFICIAL
TITLE: FOURTH RENEWAL WITH AVOLVE SOFTWARE, INC .
PROJECTDOX EPLAN
RECOMMENDED MOTION:
A motion to approve a Resolution authorizing the City Manager to execute the Fourth renewal with Avolve Software, Inc. ProjectDox ePlan for a software subscription and increase the compensation by $101,160 for a revised not to exceed amount of $407,367 from December 12, 2024 to December 11, 2025.
EXECUTIVE SUMMARY:
On June 22, 2021, the City of Salinas entered into a Services Agreement with Avolve Software Inc., the developer of OAS and ProjectDox software (Resolution No. 22140 (N.C.S.) . OAS and ProjectDox software are utilized to provide residents, design professionals , and developers the ability to submit their permit applications for review and approval electronically. Electronic plan review provides greater efficiency by streamlining processes and creating a digital one-stop review of building permit applications.
For calendar years 2023 and 2024, Council approved Resolution Nos. 22569 (N.C.S.) and 22844 (N.C.S.) authorizing the annual Services Agreement renewal with Avolve for Year Two and Three, for a not to exceed compensation amount of $101,160 per year. The amount of the Renewal for Year Four remains the same, $101,160, and covers services from December 12, 2024, to December 11, 2025. The funding source for the 2021 Service Agreement and subsequent yearly renewals is Capital Improvement Program 9093, Permit Systems and Technology Upgrade, which is funded by a 5% technology fee collected with building permit fees.
BACKGROUND:
Under State Assembly Bill 2234, a public agency must require permits to be applied for, completed, and stored through a process on its internet website . Jurisdictions with a 2020 census population greater than 75,000 were to comply no later than January 1, 2024. To fulfill this mandate, on June 22, 2021, the City entered into a Services Agreement with Avolve Software Inc., Page | 2
the developer of OAS and ProjectDox software. Avolve's OAS system enables design professionals and architects to upload electronic plans for review. Once uploaded, City staff track, review and process plan checks electronica lly via ProjectDox, and facilitates management of permit application and review process es. In addition to reviewing plans, ProjectDox serves as a digital repository for approved plans to be maintained and used by City staff in the future. Avolve software is integrated with our current permitting software, TRAKiT.
Project Dox allows applicants to submit their application when it is convenient for them . The software perform s automated tasks and give s the applicant immediate feedback about missing information on forms, address validation, contractor license validation, the ability to pay fees and more. This eliminates the need to deliver applications and materials at the counter, simplifies file sharing, and cut s down staff time for data entry. The also software complements the Permit Center’s one-stop-shop concept to create a virtual multi-departmental permitting center.
The software guide s the applicant through each step of their participation in the review process with videos, in addition to written instruction. ProjectDox allows for better tracking across review cycles by providing reviewer mark -up tools, prioriti zing task assignments, automating version tracking, and processing data analytics. In addition, d igital signatures can be maintained in the system during virtual meetings where plans are redlined for approval.
CEQA CONSIDERATION:
Not a Project . The City of Salinas has determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA) (CEQA Guidelines Section 15378).
CALIFORNIA GOVERNMENT CODE §84308 APPLIES:
No.
STRATEGIC PLAN INITIATIVE:
This Renewal furthers the City Council’s 202 2-2025 strategic goals of Economic Development and Housing/Affordable Housing. The Avolve electronic plan review software will continue to offer a streamlined and efficient process for both residential and commercial permits which supports businesses to obtain important construction permits in a timely manner.
DEPARTMENTAL COORDINATION:
The Community Development, Public Works , and Fire Departments utilize ProjectDox for building permit plan review. Information Technology Division supports ProjectDox and Trakit database integration.
FISCAL AND SUSTAINABILITY IMPACT:
Permit Systems & Technology Upgrade is funded by a 5% technology fee collected with building permit fees.
Page | 3
Fund
Appropriation
Appropriation
Name
Total
Appropriation
Amount for
recommendation
FY 24-25 CIP
Budget Page
Last Budget
Action (Date,
Resolution)*
5800 30.9093-66.5800 Computer
Software
$156,543 $101,160 Pg. 21 6/11/24, 22979
* The Capital Improvement Program (CIP) budget was adopted by City Council on June 11, 2024.
ATTACHMENTS:
1. Resolution Authorizing Year Four ePlan Renewal
2. Executed Avolve Service Agreement
3. Year Four Consultant Quote and Statement of Work (October 28, 2024)
RESOLUTION NO. _____ (N.C.S.)
A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE YEAR FOUR PROJECTDOX EPLAN RENEWAL WITH AVOLVE SOFTWARE, INC. FOR AN AMOUNT NOT TO EXCEED $101,160
WHEREAS, on June 22, 2021, the City of Salinas entered into a Services Agreement with Avolve Software Inc., the developer of OAS and ProjectDox software ( Resolution No. 22140 (N.C.S.)) to manage the development and implementation of electronic application and plan review software; and
WHEREAS, under State Assembly Bill 2234, a public agency must require permits to be applied for, completed, and stored through a process on its internet website no later than January 1, 2024.
WHEREAS, electronic plan review provides greater efficiency by streamlining processes and creating a digital one-stop review of building permit applications; and
WHEREAS, the Services Agreement included nine milestones for each phase of program development and launch, and subsequent years of renewal for services; and
WHEREAS, for calendar years 2023 and 2024, Council approved Resolution Nos. 22569 (N.C.S.) and 22844 (N.C.S.) authorizing the annual Services Agreement renewal with Avolve for Year Two and Three, for a not to exceed compensation amount of $101,160 per year; abd
WHEREAS, the City desires to execute a Year Four ProjectDox ePlan Renewal Agreement with Avolve Software, Inc. to continue services; and
WHEREAS, the City of Salin as has determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA) (CEQA Guidelines Section 15378).
NOW, THEREFORE, BE IT RESOLVED , the Salinas City Council authorizes the City Manager to execute the Fourth renewal with Avolve Software, Inc. ProjectDox ePlan for a software subscription and increase the compensation by $101,160 for a revised not to exceed amount of $407,367 from December 12, 2024, to December 11, 2025; and BE IT FURTHER RESOLVED, the funding source for this renewal is the City’s 2023-25 Capital Improvement Program 9093; Permit Systems & Technology Upgrade; and BE IT FURTHER RESOLVED that the City Manager or designee is authorized to take whatever additional action may be necessary to effectuate the intent of this resolution.
PASSED AND APPROVED this 3rd day of December 2024, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
APPROVED:
______________________________
Kimbley Craig, Mayor
ATTEST:
_________________________
Patricia M. Barajas, City Clerk
06222021 Page 1 of 21
AVOLVE SOFTWARE CORPORATION
Software as a Services Agreement
This agreement ( “Agreement”) is made this June 22, 2021 (“Effective Date” ) by and between Avolve Software Corporation, a Delaware corporation with offices at 4835 E. Cactus Road, Suite 420, Scott sdale, Arizona 85254, United States of America, (“Avolve” or “Services Provider”) and City of Salinas (“Customer”).
WHEREAS Avolve offers remotely hosted subscription, software-as-a-service access (on hardware owned or operated on behalf of Avolve by a thi rd party hosting service provider such as Microsoft Corporation ) to Avolve’s software (collectively, such hosted electronic plan review and project information management, collaboration and review system, including all software applications, application pr ogram interfaces, modules, databas es, hardware, infrastructure, documentation and system administration, management and monitoring activities that Avolve provides for the software shall be referred to herein as the “Avolve SAAS Solution”); WHEREAS Avolve provides professional services (“Professional Services”) to assist customers with among other things, implementation of the Avolve SAAS Solution and training; WHEREAS the Customer desires to purchase use rights for the A volve SAAS Solution and related Profe ssional Services (the “Initial Purchase”) from Avolve and, pay for such purchases either directly or pursuant to an agreement between the Customer and a third party financing source reasonably acceptable to Avolve (the “ Financing Company”); and WHEREAS Avolve and Customer now desire to provide the terms and conditions under which Avolve will provide the Initial Purchase to Customer, as well provide the terms and conditions for the Customer to purchase other Professional Services from Avolve, with or without the assistance of Financing Company or another paying agent; NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and promises set forth herein, Avolve and Customer agree as follows.
SECTION A. – AVOLVE SAAS SOLUTION
1. Avolve SAAS Solution.
a. Use Rights. Subject to Customer ’s compliance with all the terms and conditions of this Agreement, Avolve grants to Customer a non -exclusive, non -transferable, non -sublicensable right during the subscription term (“Subscription Term ”) identified in the Implementation SOW (attached hereto a s Exhibit 2) to permit Users to use the Avolve SAAS Solution identified in the Implementation SOW for Customer’s internal business operations, solely for the specific Business Unit(s) as further set forth in the Implementation SOW . Should Customer desire to reorganize any such Business Unit, it shall provide Avolve written notice as soon as possible following the determination of reorganization, so that Avolve may review the planned reorganization to determine if it is consis tent with the Business Unit lim itation in this use rights grant and, if not, what additional fees will be required due to Customer’s reorganization to include additional Business Units. As used in this Agreement, “ User” means authorized Customer employees and third parties that require access to the Avolve SAAS Solution in connection with the Customer’s internal business operations, such as the Customer’s administrators, contract ors, reviewers, and applicants . There may be different types/levels of Users for the Avolve SAAS Solution, such as administrator Users, if so identified in the Implementation SOW. b. Storage. The Avolve SAAS Solution will include for the initial Subscription Term the amount of storage set forth in the Implementation SOW. Customer ac knowledges that should Customer exceed the included storage limits after Avolve has sent notice to Customer in accordance with Avolve's then - current standard storage limits and data backup practices (available upon request), additional charges will be incurred by Customer. Avolve shall invoice Customer for any such additional incurred charges, and Customer shall pay such invoices, in accordance with Section C of this Agreement. Avolve may, in DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
06222021 Page 2 of 21
its sole discretion, modify the amount of standard storage incl uded at no additiona l charge with the Avolve SAAS Solution, with such modification to become effective upon the effective date of any renewal term provided that Avolve provides Customer written notice of such modification at least ninety days in advance of the expiration of the then-current Subscription Term. c. Restrictions on Use . Customer will not, and will ensure that its Users do not: (i) except as expressly stated herein, copy, reproduce, distribute, republish, download, display, host or transmit in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, any part of Avolve SAAS Solution or any other Avolve materials; (ii) use the Avolve SAAS Solution or any other Avolve m aterials to provide services to third parties (e.g., business process outsourcing, service bureau applications or third party training); (ii) assign, sublicense, sell, lease, loan, resell, sublicense or otherwise distribute or transfer or convey the Avolve SAAS Solution or any other Avolve materials, or pledge as security or otherwise encumber Customer ’s rights under this Agreement; (iii) make any u se of or perform any acts with respect to the Avolve SAAS Solution or any other Avolve materials other than as expressly permitted in accordance with the terms of this Agreement; or (iv) use the Avolve SAAS Solution components other than those specifically identified in the Implementation SOW and then only as part of Avolve SAAS Solution as a whole, even if it is also technically possible for Customer to access other Avolve SAAS Solution components; or (v) modify, further develop or create any derivative works of, disassemble, decompile, reverse engineer or otherwise attempt to obtain or perceive the source code fr om which any part of Avolve SAAS Solution is compiled or interpreted, or access or use Avolve SAAS Solution in order to build a similar or competitive product or service; (vi) allow use of the Avolve SAAS Solution or any other Avolve materials by anyone other than authorized Users; (vii) publish any results of benchmark tests run on Avolve SAAS Solution ; (viii) unless otherwise expressly authorized in writing by Avolve, use the Avolve SAAS Solution in connection with any software product or tools, or any ot her software as a se rvice not provided by Avolve; and (ix) input, upload, transmit or otherwise provide to or through Avolve SAAS Solution or any systems used by Avolve anything that is unlawful, injurious, or contains, transmits or activates any harmful c ode. Customer acknowledges that nothing herein will be construed to grant Customer any right to obtain or use the source code from which Avolve SAAS Solution is delivered. Customer shall not tamper with or attempt to disable any security device or protection used by Avolve SAAS Solution or any other Avolve materials, nor shall Customer damage, destroy, disrupt or otherwise impede or harm in any manner the Avolve SAAS Solution or any systems used by Avolve. Customer agrees to take all commercially reasonable steps to ensure that Users abide by the terms of this Agreement and expressly agrees to indemnify Avolve, its officers, employees, agents and subcontractors from and against all claims, liabilities, losses, damages and costs (including reasonable attor ney fees) suffered b y Avolve arising from a breach by the User of the conditions of this Agreement.
d. High-Risk Activities. The Avolve SAAS Solution is not fault-tolerant and is not designed, manufactured, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines or weapons systems, in which the failure of the Avolve SAAS Solution or derived binaries could lead directly to death, personal injury, or severe physical or environmental damage . The Avolve SAAS Solution is also not designed or intended for use with Federal Tax Information (FTI) as defined in the Internal Revenue Service Publication 1075 (IRS 1075) or criminal justice information ("CJI"), such as fingerprint records and criminal histories. Customer shall not use the Avolve SAAS Solution for any of these h igh-risk activities, including without limitation transmitting, storing or otherwise processing any FTI or CJI with the Avolve SAAS Solution . e. Project Administrator . Customer agrees, if not already designed in the Implementation SOW , to promptly designate in writing one pers on to be the Customer ’s point person responsibl e for all communications with Avolve (the Customer ’s “Project Administrator”). The Project Administrator is responsible for project administration duties as documented in the Avolve systems guides, statements DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
06222021 Page 3 of 21
of work, and documentation (collectively, the “ Documentation”), as provided for time to time by Avolve to Customer.
f. Customer Connection. During the Term, the Customer is responsible for obtaining and maintaining connection to the Avolve SAAS Solution , including the Internet connection . Avolve shall not be responsible for any inadequacy or lack of functionality of Customer’s connection to the Avolve SAAS Solution or the inability of the Customer ’s com puter, telecommunications provider, or other equipment and capabilities to access or use the Avolve SAAS Solution. g. Third Party Service Providers and Components . Notwithstanding anything to the contrary in this Agreement or any other documents between Avolve and Customer , Customer acknowledges and agrees as follows.
1. The Avolve SAAS Solution and its compone nt parts are protected by copyright and other propriety rights of Avolve and one or more third party software vendors (including Oracle and Open Text Corp oration (“OTC”) (all such third party vendors, including w ithout limitation Oracle and OTC , shall be r eferred to herein as “ third party vendors” or “third party software vendors ”). Customer may be held directly responsible by such third party vendors for acts relating to the Avolve SAAS Solution component parts that are not authorized by this Agreement. Customer’s use of such third party software is limited to only in conjunction with Avolve SAAS Solution and Customer acknowledges that it is not allowed to modify such third party software or use it independent from Avolve SAAS Solution . TO THE MAXIMUM EX TENT
PERMITTED BY LAW, THE CUSTOMER WAIVES, AND WILL CAUSE ITS USERS TO WAIVE,
ALL CLAIMS AND CAUSES OF ACTION AGAINST SUCH THIRD PARTY SOFTWARE VENDORS THAT ARISE UNDER THIS AGREEMENT.
2. If Customer purchases from Avolve hosting of the Avolve SAAS Solution on the Microsoft® Windows Azure TM platform, the terms and conditions for such cloud services as such may be updated by Microsoft Corporation from time to time, are found online on at https://www.microsoft.com/licensing/docs/customeragreement.
Customer should review the documents available on this website carefully to be sure that Customer reviews the appropriate customer agreement. If Customer has purchased Microsoft Cloud for US Go vernment, review the customer agreement for Microsoft Cloud for US Government. If Customer is purchasing commercial access, the customer agreement for commercial access for the United States applies. Upon Customer's request, Avolve will provide Customer wi th assistance on finding and/or a copy of the appropriate Micro soft customer agreement. Customer acknowledges and agrees THAT (A) THE HOSTED SERVICES WILL BE PERFORMED SOLELY AND
EXCLUSIVELY SUBJECT TO THE APPLICABLE MICROSOFT CORPORATION'S CUSTOMER AGREEMENT (the "Microsoft Customer Agreement) , (B) THAT AVOLVE DOES NOT
GUARANTY MICROSOFT CORPORATION'S OBLIGATIONS PURSUANT TO THE
MICROSOFT CUSTOMER AGREEMENT, AND (C) NOR CAN AVOLVE GRANT ANY
WARRANTIES OR ADDITIONAL TERMS TO THE CUSTOMER AS TO THE HOSTED SERVICES UNDER THIS AGREEMENT. THE HOSTED SERVICES ARE SOLELY GOVERNED BY THE MICROSOFT CUSTOMER AGREEMENT, TO WHICH AVOVLE IS NOT A PARTY .
Microsoft Corporation makes certain service level commitments to its customers, which are available online in the Microsoft Corporation's SLAs at https://azure.microsoft.com/en-us/support/legal/sla/summary/. If Customer desires to make a claim under the Microsoft Corporation SLAs, Customer shall submit the claim through Avolve. Avolve will escalate the claim to Microsoft Corporation for review. If Microsoft Corporation determines that a credit is due, Avolve will credit DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
06222021 Page 4 of 21
Customer the amount Microsoft Corporation has paid to Avolve for the SLA credit promptly after receiving the credit from Microsoft Corporation. h. Compatibility Updates. Avolve will make commercially reasonable efforts to update the Avolve SAAS Solution, if and as required, to cause it to operate under new versions or releases of current operating systems and internet browsers, within fifteen (15) months of general availability. i. Passwords, Access . Customer may designate and add Users and shall provide a nd assign unique passwords and user names to each author ized User pursuant to Avolve ’s then-current protocols. At Avolve’s discretion, Users may be added either by Avolve or directly by Customer. Customer shall ensure that multiple Users do not share a password or user name. Customer further acknowledges and agrees that it is prohibited from sharing passwords and/or user names with unauthorized users.
Customer will be responsible for the confidentiality and use of its Users passwords and user names.
Avolve will act as though any electronic communications it receives under such passwords, user names, and/or account numbers have been sent by Customer. Customer agrees to immediately notify Avolve if it becomes aware of any loss or theft or unauthorized us e of any of passwords, user names, and/or account numbers. Customer agrees not to access Avolve Cloud by any means other than through the interfaces that are provided by Avolve.
j. Transmission Of Data . Customer understands that the technical processing and transmission of Customer Data is necessary to use of the Avolve SAAS Solution, and consent to Avolve ’s interception and storage of Customer Data. Customer understands that its Users or Avolve may be transmitting Customer Data over the Internet, and over various networks, only part of which may be owned by Avolve. Avolve is not responsible for any portions of Customer Data that are lost, altered, intercepted or stored without authorization during the transmission of Customer Data across networks not owned by Avolve.
k. Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Customer Data and the means by which it acquired Customer Data, (c) be responsible for cooperating and assisting Avolve as reasonably requested by Avolve to facil itate performance of its obligations and exercising of its rights under this Agreement, (d) use the Avolve SAAS Solution and any other materials provided by Avolve only in accordance with the Documentation and applicable laws a nd government regulations, in cluding complying with all applicable legal requirements regarding privacy and data protection so as to not violate the intellectual property, privacy or any other rights of any third parties, and (e) use commercially reasonable efforts to prevent any secu rity breach, including any unauthorized access to or use of the Avolve SAAS Solution. Should Customer become aware of any actual or threated security breach, Customer shall promptly notify Avolve and take all reasonable and lawful measures within its control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Avolve SAAS Solution). Customer shall provide sufficient notice to, and obtain sufficient consent from, its Users and any other party providing personal data to Avolve and its suppliers (including the Microsoft Corporation) to permit the processing of data by Avolve and its supplier, and their respective affiliates, subsidiaries, and service providers solely to the extent such processing of data is expressly allowed for under this Agreement , including for the purpose of disclosing it to law enforcement or other governmental authorities as directed by Avolve solely to the extent Avolve is required to do so by law, or otherwise mutually agreed to in writing by the parties. l. Data Backup. The Avolve SAAS Solution is programmed to perform data backups of Customer Data stored within the Avolve SAAS Solution in accordance with Avolve's then -current standard storage limits and data backup practices (available upon request) . Additional data backups may be purchased for an additional fee from Avolve and such additional data backup services shall be docu mented in an SOW pursuant to Section B of this Agreement . In the event of any loss, destruction, damage or DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
06222021 Page 5 of 21
corruption of Customer Data caused by Avolve or the Avolve SAAS Solution, Avolve, as its sole obligation and liability and as Customer ’s sole remedy , will use commercially reaso nable efforts to restore Customer Data from Avolve’s most current backup of Customer Data. m. Ownership. Customer acknowledges and agrees that Avolve owns all right, title, and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the Avolve SAAS Solution and any suggestions, enhancements requests, feedback, recommendations or other information provided by Customer or any of its Users related to the Avolve SAAS Solution. Customer’s use rights to the Avolve SAAS Solution and the related materials supplied by Avolve pursuant to this Agreement are strictly limited to the right to use the proprietary rights in accordance with the terms of this Agreement. No right of ownership, expressed or implied, is granted under this Agreement.
2. Security. The security, privacy and data protection commitments set forth in this Agreement only apply to products and services provided by Avolve directly to Customer and do not include any products or s ervices resold by Avolve hereunder, including any hosting services provided by Microsoft Corporation pursuant to the Customer's Microsoft Customer Agreement.
a. Security Program . Avolve has implemented and maintains an information security program that incorporates administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of the Customer Data provided by Customer and its Users to Avolve in accordance with this Agreement.
b. Annual Audit. Avolve will use commercially reasonable efforts to conduct an annual security audit of Avolve using an independent third party selected by Avolve. Upon the Customer’s written request, a copy of the final report from any such audit shall be promptly provided the Customer. The Customer agrees that any such reports or other information provided to Customer concerning any audit shall be the Confidential Information of Avolve.
c. Security Breach. Avolve will notify Customer promptly and in no event later than one (1) business day following Avolve ’s discovery of a Data Security Breach ( defined below) and shall (i) undertake a reasonable investigation of the reasons for and the circumstances surrounding such Data Security Breach and (ii) reasonably cooperate with Customer in connection with such investigation, including by providing Customer with an initi al summary of the results of Avolve’ s investigation as soon as possible, but in all cases within two (2) business days after the date Avolve discovered or reasonably suspected a Data Security Breach, and then regular updates on the investigation as it progresses; (iii) not make any public announcements relating to such Data Security Breach without Customer ’s prior written approval, which shall not be unreasonably withheld; (iv) use commercially reasonable efforts to take all necessary and appropriate corrective action reasonably possible on Avolve ’s part designed to prevent a recurrence of such Data Security Breach; (v) collect and preserve evidence concerning the discovery, cause, vulnerability, remedial actions and impact related to such Data Security Breach, which shall meet reasonable expectations of forensic admissibility; and (vi) at Avolve’s cost and only if required by law when the Data Security Breach is due directly and solely due to Avolve’s breach of this Agreement, provide notice to individuals or entities whose Confidential Information was or may have been affected in a manner and format specified by Customer. In the event of any Data Security Breach is caused by Avolve, Customer shall have, in addition to all other rights and remedies available under this Agreement, la w and equity, the right to terminate the Agreement upon thirty (30) days prior written notice. For purposes of this Agreement, the term “Data Security Breach” shall mean any of the following occurring in connection with Customer Data in connection with Cu stomer’s and its Users ’ authorized use of the Avolve SAAS Solution: (a) the loss or misuse of Customer Data; and (b) disclosure to, or acquisition, access or use by, any person not authorized to receive Customer Data, other than in circumstances in which the disclosure, acquisition, access or use is made in good faith and within the course and scope of the employment with Avolve or other professional relati onship with Avolve and does not result in any further unauthorized disclosure, acquisition, access or use of Customer Data.
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
06222021 Page 6 of 21
d. Signatures. The parties shall use electronic signatures for all agreements unless otherwise prohibited by law. Prior to any public disclosure of any document containing a signature, the signature shall be redacted by the disclosing party in a manner which renders it illegible and unable to be copied.
3. Suspension Right. Avolve reserves the right to include disabling devices in the ser vice and software provided under this Agreement and to use such disabling devices to suspend access and/or use when any payment is overdue or when Avolve believes that Users are us ing the Avolve SAAS Solution and/or any other materials or services provided by Avolve hereunder not in accordance with the Documentation, this Agreement and/or applicable laws and government regulations. In addition, if Customer is using Microsoft Corporation for hosting services, Microsoft Corporation may terminate or suspend C ustomer's hosting services in accordance with the Customer's Microsoft Customer Agreement and, should this happen, Customer will not be able to access the Avolve SAAS Solution. Customer agrees that Avolve shall not be liable to Customer , Users or to any third party for any suspension or inability to access the Avolve SAAS Solution pursuant to this Section A(3). If suspended for failure to pay, upon payment in full of all amounts o verdue (including any interest owed), Customer may request the reactivation of its account. Avolve shall reactivate promptly after receiving in advance all applicable reactivation fees, provided that Avolve has not already terminated this Agreement.
4. Ownership and Disposition of Customer Owned Data, Hosting Location . “Customer Data” refers to the data provided by the Customer that resides in the Customer’s Avolve SAAS Solution environment, including any plan review, project drawings and associated project documents. Customer shall own all Customer Data that may reside within Cont ractor’s hosting environment, to include Disaster recovery site, equipment and media.
Contractor is granted no rights hereunder to use the Customer Data except to the extent necessary to fulfill its obligations to Customer under this Agreement. Unless approved in writing by Customer , Avolve shall host the Avolve SAAS Solution provided to Customer hereunder from a data center lo cated within the United States.
Upon termination or expiration of Customer’s right to use the Avolve SAAS Solution for any reason other than Customer’s uncured material breach, for the first thirty (30) calendar days following termination or expiration, Customer may request in writing that Avolve provide an copy of Customer's then -current Customer Data and, for no additional cost, A volve shall provide a copy in a mutually agreed upon format on media supplied by the Customer. If the parties are unable to mutually agree upon the format or the media supplied by Customer is not acceptable to Avolve, Avolve will use commercially reasonable efforts to still provide a copy of the Customer Data but Avolve may charge a reasonable professional services fee for increased costs incurred. After this time period has expired, Avolve has no further obligation to retain the Customer Data and shall use commercially reasonable efforts to promptly delete all Customer Data from the Avolve SAAS Solution.
5. Verification. Avolve shall be permitted to audit (at least once annually and in accordance with Avolve standard procedures, which may include on- site and/or remote audit) the usage of the Avolve SAAS Solution and any other materials provided by Avolve to Customer . Customer shall cooperate reasonably in the conduct of such audits. In the event an audit reveals that (i) Customer underpaid fees to Avolve a nd/or (ii) that Customer has used in excess of the use rights granted herein, Customer shall pay such underpaid fe es for such excess usage.
Reasonable costs of Avolve’s audit shall be paid by Customer if the audit results indicate usage in excess of the authorized quantities or levels . Avolve reserves all rights at law and equity with respect to both Customer ’s underpayment of fees and usage in excess of the authorized quantities or levels.
SECTION B. – PROFESSIONAL SERVICES AND SOWS
1. Statements of Work . From time-to-time during the Term of this Agreement, the parties may enter into statements-of-work (each being an “SOW”) for Avolve SAAS Solution use rights (including additional storage) and/or Professional Services on terms mutually agreed in writing between the pa rties in the SOW, including, without limitation, scope of services, expected deliverables, milestone dates, acceptance procedures and criteria, fees and other such matters. No SOW sh all be binding until executed by both parties. Each SOW will be incorpor ated into and subject to this Agreement . In the case of any conflict between the SOW and this Agreement, this Agreement shall control unless the SOW specifically states otherwise.
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
06222021 Page 7 of 21
SECTION C. – GENERAL TERMS AND CONDITIONS
1. Fees.
a. Implementation SOW and Additional Storage Fees. The Implementation SOW includes the Avolve SAAS Solution subscription fees, as well as the training and implementation professional services; which, unless set forth otherwise in the Implementation SOW , shall be invoiced by Avolve in full, in ad vance on the Effective Date. Additional storage fees shall be as set forth in the then-current standard storage limits and data backup practices document, a copy of which is availabl e from Avolve upon request.
Additional storage fees will be invoiced in accordance with the then -current standard storage limits and data backup practices document.
b. Other SOWs. Any SOWs that Avolve and the Customer may execute from time to time during the Term of this Agreement shall include within them the applicable fees, including whether the Avolve SAAS Solution subscription fees and/or Professional Services fees are being paid by Customer through Financing Company, by Customer through another paying agent, or by Customer directly to Avolve.
Unless otherwise specified i n the SOW, Professional Services fees will be invoiced as the Professional Services are delivered and Avolve SAAS Solution subscription fees will be invoiced yearly, in advance, in full at the time the SOW is executed.
c. General Terms. Unless set forth otherwise in an SOW, payment on all invoiced amounts shall be due thirty (30) days from receipt of invoice, with past due amounts accruing interest at the rate of the lesser of either 18% per annum or the maximum amount as allowed by law.
Avolve will invoice for the Avolve SAAS Solution subscription fees yearly, in advance, with the first invoice being issued on the Effective Date of this Agreement. T he Customer agrees to pay all invoiced subscription fees net thirty (30) days from receipt of invoice, with pa st due amounts accruing interest at the rate of the lesser of either 18% per annum or the maximum amount as allowed by law. All fees are due in advance, irrevocable and non-refundable (except as expressly set forth otherwise in this Agreement). Customer agrees to provide Avolve with complete and accurate billing and contact information.
2. Taxes. Fees and other charges described in this Agreement d o not include federal, state or local sales, foreign withholding, use, property, excise, service, or similar transaction taxes (“Tax(es)”) now or hereafter levied, all of which shall be for Customer’s account. Any applicable direct pay permits or valid ta x-exempt certificates must be provided to Avolve prior to the execution of this Agreement . If Avolve is requir ed to pay Taxes, Customer shall reimburse Avolve for such amounts.
3. Term. Except if terminated earlier in accordance with this Section C(3), this Agreement shall commence on the Effective Date and shall continue for the longer of either (a) the expiration of the Subs cription Term for the Avolve SAAS Solution or (b) the completion of all Professional S ervices under all SOWs. Except as otherwise provided in an y SOW , UPON THE EXPIRATION OF THE INITIAL TERM, THE SUBSCRIPTION TERM SHALL AUTOMATICALLY RENEW FOR SUCCESSIVE RENEWAL TERMS EACH EQUAL TO TWELVE (12) MONTHS, AT AVOLVE’S THEN CURRENT FEES FOR CUSTOMER ’S THEN CURRENT USAGE , UNLESS EITHER PARTY PROVIDES NOTICE OF NON-RENEWAL AS SET FORTH IN THIS SECTION C(3). Avolve will provide notice of non-renewal or a notice of the fees due for each Renewal Term at least sixty (60) days prior to the commencement of the Renewal Term. If a notice of fees is provided, it will be in the form of an invoice. Customer acknowledges that it is its responsibility to provide a current email address to Avolve and to monitor such address for such notices.
Customer may elect not to renew a Subscription Term by providing notice to Avolve at least thirty (30) days prior to the commencement of the Renewal Term.
4. Termination. In addi tion to any termination rights that may be set forth in a specific SOW, either party may terminate this Agreement immediately upon written notice in the event that the other party materially breaches this Agreement and thereafter has failed to cure such ma terial breach (or commenced diligent efforts to cure DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
06222021 Page 8 of 21
such breach that are reasonably acceptable to the terminating party) within thirty (30) days after receiving written notice thereof. Without prejudice to either party's rights to terminate set forth in the prior sentence, if Customer has purchased from Avolve hosting of the Avolve SAAS Solution on the Microsoft® Windows Azure TM platform, and Microsoft Corporation terminates the Customer's Microsoft Customer Agreement during a Subscription Term, Avolve and Customer shall act in good faith to determine a mutually acceptable replacement provider promptly upon receiving notice of Microsoft C orporation's intent to terminate the Customer's Microsoft Customer Agreement.
5. Force Majeure. Any delay or nonperformance of any provision of this Agreement (other than for the payment of amounts due hereunder) caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Agreement, and the time for performance of such pr ovision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.
6. Confidentiality. Each party shall use commercially reasonable efforts to hold confidential information (“Confidential Information”) of the other in confidence. All Confidential Information (including but not limited to data) shall (i) remain the sole property of th e disclosing party and (ii) be used by the receiving party only as authorized herein. Information will not be considered to be Confidential Information if (i) available to the public other than by a breach of this agreement; (ii) rightfully received from a third party not in breach of any obligation of confidentiality, (iii) independently developed by or for a party without access to Confidential I nformation of the other; (iv) lawfully known to the receiving party at the time of disclosure, ( v) produced in compliance with applicable law, securities reporting requirement or a government or court order, provided the other par ty is given notice and an opportunity to intervene; or (vi) it does not constitute a trade secret and more than three (3) years have elapsed from the date of disclosure. If Avolve receives a request for Customer Data (either directly or as redirected to Avolve by the Microsoft Corporation), then Avolve shall redirect the law enforcement agency to request that data directly f rom Customer. If compelled to disclose Customer Data to law enforcement, then Avolve shall promptly notify Customer and provide a copy of the demand, unless legally prohibited from doing so. To the extent required by law, Customer shall notify individual Users that their data may be processed for the purpose of disclosing it to law enforcement of other governmental authorities as directed by Avolve, and shall obtain the User's consent to the same.
7. Indemnification; Limitation of Liability.
a. Indemnification. If a third party makes a claim against the Customer that any Customer ’s use of the Avolve SAAS Solution in accordance with the ter ms of this Agreement infringes such third party ’s intellectual property rights, Avolve, at its sole cost and expense, will defend Customer against the claim and indemnify Customer from the damages, losses, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by Avolve, provided that Customer:
(i) notifies Avolve promptly in writing of the claim; (ii) gives Avolve sole control of the defense and any settlement negotiations; and (iii) Avolve shall be solely responsible for the defense of such claim but Avolve’s obligation to defend shall be contingent upon Customer providing all reasonable requested assistance in such defense . If Avolve believes or it is determined that the Avolve SAAS Solut ion has violated a third party’s intellectual property rights, Avolve may choose to either modify the Avolve SAAS Solution to be non-infringing or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, Avolve may terminate Customer ’s use rights and refund any unused, prepaid fees Customer may have paid to Avolve. Avolve will not indemnify the Customer to the extent that the alleged infringement arises from (1) the combination, operation, or use of the Avolve SAAS Solution with products, services, information, materials, technolo gies, business methods or processes not furnished by Avolve; (2) modifications to the Avolve SAAS Solution, which modifications are not made by Avolve; (3) failure to use updates to the Avolve SAAS Solution provided by Avolve; or (4) use of Avolve SAAS Solution except in accor dance with any applicable D ocumentation or specifications.
This section provides THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF AVOLVE AND ITS LICENSORS TO DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
06222021 Page 9 of 21
CUSTOMER, AND IS CUSTOMER ’s SOLE REMEDY, WITH RESPECT TO THE INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS.
Limitation of Liability. In no event will Avolve be liable for special, indirect, incidental, consequential, or exemplary damages, inclu ding, without limitation, any damages resulting from loss of use, loss of data, interruption of business activities, or failure to realize savings arising out of or in connection with this agreement, including without limitation use of the Avolve SAAS Solu tion and the provision of the Professional Services. Except for direct damages and expenses associ ated with Avolve’s obligation to indemnify Customer pursuant to Section C (7) (a), Avolve’s aggregate, cumulative liability for damages and expenses arising out of this Agreement, whether based on a theory of contract or tort, including negligence and strict liability, will be limited to two times the amount of fees received by Avolve under this Agreement (which fees may have been received by Avolve from Finan cing Company or directly from Customer). Such fees reflect and are set in reliance upon this limit ation of liability. The limited remedies set forth in this Agreement shall apply notwithstanding the failure of their essential purpose. b. Insurance. Avolve shall procure and maintain for the duration of this Agreement insurance meeting the requirements specified in Exhibit 2 hereto.
8. Support; Warranties.
a. Support. During the Customer’s Subscription Term, at no additional cost to the Customer, Avolve shall provide the Avolve SAAS Solution in accordance with Avolve ’s Service Level Agreement (attached hereto as Exhibit 1).
b. Warranties. Customer warrants and covenants that it owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Avolve and processed in accordance with this Agreement, they do not and will not infringe, misappropriate or otherwise violate any intellectual property rights, or any privacy or other rights of a ny third party or violate any applicable laws or and government regulations, including but not limited to all foreign, United States federal and United States state recording laws. If Customer is purchasing from Avolve resold rights to Microsoft Cloud for US Government, Cus tomer further warrants that it is one of the following: (i) a bureau, office, agency, department or other entity of the United States Government; (ii) any agency of a state or local government in the United States; (iii) any United Stat es county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state jurisdiction and geographi c boundaries; or (i v) a federally -recognized tribal entity performing tribal governmental functions and eligible for funding and services from the US Department of Interior by virtue of its status as an Indian tribe. c. Disclaimer. Avolve AND ITS SUPPLIERS A ND LICENSORS DISCLA IM ALL OTHER WARRANTIES
STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON -INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTY IS GIVEN AS TO ACCURACY, ERROR- FREE OR UNINTERRUPTED SERVICE . CUSTOMER
ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES, ANY AVOLVE MATERIALS,
THE AVOLVE SAAS SOLUTION OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR ITS PURPOSES . EACH PARTY DISCLAIMS ALL LIABILITY AND INDEM NIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD -PARTY HOSTING PROVIDERS.
Avolve makes no warranties or conditions as to any services or products distributed under a third-party name, copyright, trademark or trade name that may be offered with or incorporated with the Avolve SAAS Solution or Professional Services provided by Avolve hereunder (such as the Microsoft hosting services). To the maximum extent permitted by law, Avolve will have no liability in connection wit h the third-party services or products.
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
06222021 Page 10 of 21
9. Notices: Any notices being given by this Agreement shall be in writing and shall be effective if delivered personally, sent by prepaid courier service, sent by prepaid mail, or sent by facsimile or electronic communication (confirmed on the same or following day by prepaid mail) . All correspondence shall be addressed to the parties as follows:
If to Avolve: If to Customer:
Mr. Jay Mayne
CFO
Avolve Software Corporation
4835 E. Cactus Rd., Suite 420
Scottsdale, AZ 85254
Megan Hunter
Community Development Director
City of Salinas
65 W. Alisal Street
Salinas, CA 93901
With a copy to:
City Attorney
City of Salinas
200 Lincoln Avenue
Salinas, CA 93901
10. Governing Law. This Agreement will be governed by and construed in accordance with the laws of Customer ’s state of domicile.
11. Entire Agreement . This Agreement, together with any SOWs, constitutes the entire agreement and understanding between the parties and supersedes any prior agreements, representation, or understandings, whether oral or written, relating to the services provided hereunder.
12. Severability. Should any court of competent jurisdiction declare any term of this Agreement void or unenforceable, such declaration shall have no effect on the remaining terms hereof.
13. Assignment. These services and any other information or rights provided by Avolve, may not be sold, leased, assigned, sublicensed or otherwise transferred in whole or in part. Customer may not assign this Agreement or the benefits there from in whole or in part without the prior written consent of Avolve, which consent shall not be unreasonably withheld. Any assignment made in conflict with this provision shall be voidable at the option of Avolve.
14. Independent Contractor . Avolve is an independent contractor and not an employee of the Customer . Any personnel performing services under this Agreement on behalf of Avolve shall at all times be under Avolve’ s exclusive direction and control . Avolve shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law . Avolve shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to:
social security taxes, income tax withholding, unemployment insurance, and worker’s compensation insurance.
15. Amendment. This Agreement may only be modified by written amendment signed by authorized representatives of both parties.
16. Hierarchy. The following order of precedence shall be applied in the event of conflict or inconsistency between provisions of the components of this Agreement: (i) this Agreement and (ii) the applicable Avolve Support SLA or SOW. Notwithstanding the foregoing, if any part of the Avolve Support SLA or SOW expressly sta tes that it shall control over the Agreement, it shall so control.
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
06222021 Page 11 of 21
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.
Avolve Software Corporation CITY OF SALINAS
By: By:
Name: Name: Kimbley Craig
Title: Title: Mayor
Date: Date:
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49 6/29/2021 | 12:51 PM PDT
CFO
Jay Mayne
6/29/2021 | 5:46 PM PDT
EXHIBIT 1 – SERVICES SERVICE LEVEL AGREEMENT (SLA)
SUPPORT PROCESS AND SERVICE LEVEL AGREEMENT
Avolve’s current support process and service level commitments (“Support”) are defined below.
Support Portal. Avolve provides Support through its Support Portal ( https://support.avolvesoftware.com). A ll issues can be logged using the portal or through an on -call support number . Customer personnel receive Support Portal login credentials promptly following purchase of rights to use the Avol ve SAAS Solution . After a login is received, the Customer may enter, track, update, and report on trouble ticket , as well as communicate with Avolve helpdesk staff via phone, email, web meet ing, and/or ticket notes. Help, FAQs, Documentation, and a Knowledge - base are also available at the Avolve support portal.
Support Hours. 8 AM – 5 PM MST.
Planned Downtime. Avolve or its third -party agent may render the Avolve SAAS Solution unavailable in order to perform upgrades, updated, patches, enhancements and routine maintenance activities, so long as the Avolve SAAS Solution is only unavailable to Customer and its Customer Users outside of the hours of 8 AM through 5 PM Mountain Standard Time on business days during the Subscription Term. Avolve shall provide no less than five (5) days advance notice to Customer of any planned downtime. Customer acknowledges that in the case of emergencies, Avolve or its third-party agents may render the Avolve SAAS Solution unavailable in order to address the emergency. In such situations, if reasonably feasible, Avolve will provide notice to Customer in advance of rending the Avolve SAAS Solution unavailable or, if not reasonably feasible, notice to Customer promptly following the rendering of the Avolve SAAS Solution unavailable. Customer understands and agrees that Avolve shall not be liable for any such interruption in access to the Avolve SAAS Solution for downtime occurring pursuant to this paragraph (collectively, referred to herein as “Planned Downtime”).
On-Site Emergency Support. Customer may request on-site emergency operational support services as a separat e and distinct billable service. In such cases and at its discretion, Avolve wil l dispatch appropriate technical staff to deliver on-site technical services.
Problem Determination and Resolution. Avolve resources are allocated to resolve reported problems based on the severity level as described in the following table. Avolve use s commercially reasonable efforts to provide a prompt acknowledgement, acceptable resolu tion, workaround, or a plan for the provision of a resolution or acceptable workaround in the timeframe set forth below:
Severity
Level Definition Response Time Resolution Commitment
System
Down
An error that causes a
catastrophic failure
substantially impacting
Customer’s business.
1 Hour
The Level 1 Support Engineer will try to
resolve the issue within 15 – 30 minutes. If it
requires further investigation and longer
resolution time, it is escalated to the Level 2
or 3 Support Engineer during business or non-
business hours. Status updates will be
provided periodically, but no less than 4 hour
intervals, on System Down tickets 24x7 until
resolution.
Infrastructure issues are often resolved
quickly by service or system restart. Any
potential system alerts will be promptly
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
Severity
Level Definition Response Time Resolution Commitment
addressed in an effort to avoid issues from
occurring.
High
An error that causes Avolve
product to fail without
significant business impact.
Causes a substantial
reduction in performance.
24 Hours
The Level 1 Support Engineer will try to
resolve the issue within 15 – 30 minutes. If it
requires further investigation and longer
resolution time, it is escalated to the Level 2
or 3 Support Engineer during business hours*.
Status updates will be provided periodically
on High Priority tickets during business
hours* until resolution. If a work-around is
provided, the original High Priority ticket will
be closed and a new ticket will be created to
track the progress for a permanent solution
to the issue.
Infrastructure issues are often resolved
quickly by service or system restart. Any
potential system alerts will be promptly
addressed in an effort to avoid issues from
occurring.
Medium
An error that causes only
minor impact on use of the
product.
72 Hours
Avolve and Customer will commit resources
during normal business hours* for problem
resolution.
Low
A service request for a new
feature, additional
documentation, or an
explanation of product
functionality.
5 Days
Avolve and Customer will commit resources
during normal business hours* for problem
resolution. Enhancement requests will be
logged and sent to Avolve Development for
review and possible incorporation into Avolve
products.
*Normal Business Hours: 8:00 a.m. through 5:00 p.m., Monday through Friday (excluding standard holidays), Mountain Standard Time.
• Response Time. Once a problem has been reported, the Customer receives an acknowledgement by email, phone or the through the support portal . Avolve will begin the process of problem determination and resolution at this point. The time the ticket is submitted and the response time will be logged to ensure SLA is met.
• Status Upd ates. During the problem determination and resolution process, Customer m ay receive regular communications, via email, phone or the support portal, as to the status of the problem determination and resolution. All communications should be logged in Avolv e’s support system including date, time, and contact name. This helps Avolve and the customer determine the status and duration of the issue reported.
• Resolution. In response to the problem reported, Customer will receive, as appropriate, one of the following resolutions: an existing correction, a new correction, a viable work around, or a plan on how the problem will be addressed.
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
• Severity Re -classification. If Customer determines that the severity of a previously reported issue should be re-classified or escalated, it should contact Avolve Support with request.
Unsupported Issues. Avolve does not cover under Support, and the SLA does not include, the following conditions (collectively, the “Unsupported Issues”).
• Any Avolve SAAS Solution use not covered by an active support contract and/or not in compliance with a valid agreement with Avolve. Authorized users of the Avolve SAAS Solution are entitled to Support as part of their use fee.
• Any Avolve SAAS Solution that is altered or modified other than as approved in writing by Avolve. • Software installed on any computer hardware/software configurations not supported by Avolve. • Problems caused by misuse or misapplication of the Avolve SAAS Solution , including any anomalies and/or failures in test or production operating environments that impact the Avolve SAAS Solution and are deter mined to have their cause due to unwarranted Customer decisions, actions, system configuration/ modification, policies and/or procedures. • Problems caused by Customer’s custom application code authorized to be developed using Avolve APIs as set forth in the documentation accompanying such API and the Customer’s Agreement. • Problems caused by updates or upgrades of 3rd party applications that are integrated with Avolve products and/or services.
• Services required to implement any updates, upgrades or releases o n Customer’s network, as well as all other operational support issues, are not included with Avolve Support. Such additional services may be purchased for an additional fee.
• All Training programs, regardless of software version updates and/or upgrades. • Operational Support including but not limited to: (a) W indows configuration issues; (b) SQL Database maintenance and or tuning; (c) VMWare tuning or configuration; (d) Firewall configuration; (e) Network performance; (f) End-User browser support; (g) User-modified and new workflows or eForms. • Any other reasons set forth in the Customer’s Agreement, including without limitation any down-time due to Microsoft Corporation.
Avolve, in its sole discretion, shall determine whether any of the foregoing exclusions ar e applicable to Customer .
Any services provided for exclusions shall be paid by Customer at Avolve’s then-current rates, as well as all travel and other expenses incurred by Avolve in providing such services.
Customer’s Obligations for Operational Support. To facilitate clear and consistent communication and timely issue resolution, Customer shall designate up to two contact persons for technical support processes. These individuals are responsible for initiating support requests, communicating with Avol ve technical support personnel, and monitoring the support process with Avolve. Timely Customer response to Avolve requests for information during issue resolution is a necessary pre -requisite to Avolve ’s providing Support . Avolve also requires remote ac cess to the Customer system for the purpose of proble m determination and analysis . Where reasonably necessary to provide Support, Customer shall provide Avolve’s technical support personnel reasonable, remote access capabilities into Customer’s systems. Upon Avolve’s request, Customer will also provide reasonable supporting data to aid in the identification and resolution of the issue.
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
Service Level Commitment
Per Avolve's SaaS agreement, Avolve will use commercially reasonable efforts to make the Avolve SAAS Solution available. The Annual Uptime Percentage has 2 components: The infrastructure uptime, which is dependent on Microsoft's SLA; Avolve software, which is 99%, excluding Planned Downtime. In the event that Avolve does not meet this uptime commit ment, Customer will be eligible to receive a service credit for 1% of the monthly fee for each one (1) hour of downtime during Customer’s normal business hours, up to 50% of Customer’s Pro -Rated Monthly Subscription Fee.
Definitions
• “Annual Uptime Percenta ge” is calculated by subtracting from 100% the percentage of 10 -minute periods during a calendar month in which the Avolve SAAS Solutions was Unavailable to Customer. • “Availability” means the ability to log into the Avolve SAAS Solution. • “Claim” means a claim for a service credit Customer submits by opening a support case with Avolve, on the basis that the hosted Avolve SaaS Product infrastructure has been Unavailable to Customer during a service month.
• “Pro-Rated Monthly Subscription Fee ” is calculated by dividing the Customer ’s applicable annual Avolve SAAS Solution subscription fee by twelve.
• “Unavailability” means the inability to log into the Avolve SAAS Solution.
Service Credit Requests
To receive a service credit, Customer must notify Avolve and submit a Claim within thirty (30) days from the incident that would be the basis for the claim . To be eligible, the Claim must include (a) the dates, times, description and duration of each incident experienced; and (b) the Customer’ s event logs or any other s ystem telemetry that document the errors and corroborate the claimed Unavailability (any confidential or sensitive information should be removed). Failure to provide a timely Claim, which includes all the required information, will disqualify the Claim and Customer from receiving a service credit . If Avolve validates the Claim, then Avolve will promptly issue the service credit.
Service Credit Provisions
Service credits are Customer ’s sole and exclusive remedy for any failure of Avolve to provide the Avolve SAAS Solution in accordance with the terms of the Agreement. Service credits shall be a credit toward future services only and do not entitle Customer to any refund or other payment from Avolve. Service credits may not be transferred, applied to another account, exchanged for, or converted to monetary amounts.
The maximum service credits awarded with respect to Claims the Customer submits in any calendar month shall not, under any circumstance, exceed in the aggregate 50% o f the Customer ’s Pro-Rated Monthly Subscription Fee for such month. Avolve will use all information reasonably available to it to validate Claims and make a good faith judgment on whether a service credit should be applied to the Claim.
SLA Exclusions
This SLA does not apply to any Availability or Unavailability of the Avolve SAAS Solution:
• During Planned Downtime;
• Caused by Unsupported Issues;
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
• Caused by factors outside of Avolve ’s control, including any force majeure event or interruption or impediment to Internet access or related problems;
• That result from Customer ’s equipment, software or other technology and/or third party equipment, software or other technology, including any third party hosting providers; • That resulted from Planne d Maintenance or ass ociated to beta, evaluation, non -production systems, and trial services accounts;
• That result from any actions or inactions from Customer or any third party, including employees, Users, agents, contractors, or vendors, or anyone gaining access to the hosted Avolve SaaS Product infrastructure by means of Customer’s (and its Users’) passwords or equipment; • Arising from Avolve’s suspension and termination of Customer’s right to use the hosted infrastructure in accordance with the Agreement; and
• That resul t from Avolve application software implementation errors caused by configuration, customization, installation, or human errors.
• Avolve, in its sole discretion, shall determine whether any of the foregoing exclusions are applicable to Customer. Avolve may, but is not obligated to, issue a Service Credit in Avolve’s sole discretion where Customer’s use of the Avolve SAAS Solution may be Unavailable due to factors other than expressly provided here in this SLA.
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
EXHIBIT A: CHANGE REQUEST FORM
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
EXHIBIT B: ORDER FORM
To be provided separately
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
Exhibit 2- Insurance Requirements
Insurance Requirements
Avolve shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damage to property which may arise from or in connection with the per formance of the work hereunder and the results of that work by the Avolve , his agents, representatives, employees , or subcontractors.
With respect to General Liability and Professional Liability, coverage should be maintained for a minimum of five (5) years after Agreement completion.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
(A) Commercial General Liability (“CGL”): Insurance Services Office Form (“ISO”) CG 00 01 covering CGL on an occurrence basis, including products and co mpleted operations, property damage, bodily injury, and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/locati on (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. (B) Automobile Liability: ISO Form CA 0001 covering any auto, or if Avolve has no owned autos, hired and non- owned, with limits no less than $1,000,000 per accident for bodily injury and property damage. (C) Workers’ Compensation insurance as required by the State of California, with S tatutory Limits, and Employer’s Liability Insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
(D) Professional Liability (also known as Errors and Om issions) insurance appropriate to the work being performed, with limits no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate per policy period of one year.
If Avolve maintains broader coverage and/or higher limits than the minimums shown above, the City of Salinas requires and shall be entitled to the broader coverage and/or higher limits maintained by Avolve. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
OTHER INSURANCE PROVISIONS
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City of Salinas, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Avolve including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Avolve ’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85, or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
Primary Coverage
For any claims related to this Agreement or the project described within this Agreement , Avolve’s insurance coverage shall be primary coverage at least as broad as ISO Form CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Avolve’s insurance and shall not contribute with it.
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City or, if the policy does not include such a notification requirement, Avolve shall promptly notify City upon Avolve becoming aware of the policy being terminated.
Waiver of Subrogation
Avolve hereby grants to City a waiver of any right to subrogation which any insurer of said Avolve may acquire against the City by virtue of the payment of any loss under such insurance. Avolve agrees to obtain any endorsement th at may be necessary to affect this waiver of subrogation, but this provision applies regardless o f whether or not the City has received a waiver of subrogation endorsement from the insurer.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Salinas for all work performed by Avolve, its employees, agents, and subcontractors.
Self-Insured Retentions
Self-insured retentions must be declared by Avolve to and approved by the City. At the option of the City, Avolve shall provide coverage to reduce or eliminate such self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or Avolve shall provide evidence satisfactory to the City guaranteeing payment of losses and related investigations, claim administrations, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.
Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:
1. The Retroactive Date must be shown and must be before the date of th is Agreement or the beginning of Agreement work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement of work.
3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Dat e prior to the Agreement effective date, Avolve must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Agreement work.
4. A copy of the claims reporting requirements must be submitted to the City for review.
Verification of Coverage
Avolve shall furnish the City with original certificates and amendatory endorsements or copies of the applicable insurance language effecting coverage required by this Agreement. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive Avolve’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Subcontractors
Avolve shall require and verify that all sub-consultants and/or subcontractors maintain insurance meeting all the requirements stated herein, and Avolve shall ensure that Entity is an additional insured on insurance required from such sub-consultants and/or subcontractors.
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
Maintenance of Insurance
Maintenance of insurance by Avolve as specified shall in no way be interpreted as relieving Avolve of its indemnification obligations or any responsibility whatsoever and Avolve may carry, at its own expense, such additional insurance as it deems necessary.
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
07102019 Page 1 of 17
City of Salinas, CA
ProjectDox® ePlan Solution Proposal
May 25, 2021
Prepared by your Avolve Software Representative
Bruce Crawford
Director NorCal Northwest Sales
4835 East Cactus Road
Suite 420
Scottsdale, AZ 85254
www.avolvesoftware.com
Telephone: 415-272-9435
Email: [email protected]
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
07102019 Page 2 of 17
May 25, 2021
City of Salinas, CA
65 West Alisal Street
Salinas, CA 93901
ATT: Angeline Sickler
We are pleased to propose Avolve ProjectDox, the industry’s leading Electronic Plan Review software. We started with a single mission in mind — automate the manual, paper-intensive, and frequently inefficient building plan review process.
Today, over 150 of North America’s city, county, and state governments use ProjectDox to transform their plan review processes. Avolve is the largest, independent software vendor dedicated exclusively to electronic plan review. We appreciate the opportunity to share our expertise related to the business and technology challenges expressed and reviewed in our discussions to date.
The proposed SaaS solution, deployed in Microsoft Azure, includes 2 environments (Production/Test) and Unlimited Avolve Best In Class Workflows (Building, Planning & Zoning, Land Development, Capital Improvement Projects, Public Works Projects, Parks & Planning and Public Safety Planning). Avolve assumes all responsibility for application management and any integrations (TRAKiT).
Providing the most trusted and proven electronic plan review solution in the marketplace, we feel strongly Avolve is the best partner for your important initiative.
Regards,
Bruce Crawford
Director NorCal Northwest Sales
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
07102019 Page 3 of 17
Quote Delivered To
Angeline Sickler Senior Plan Check Engineer City of Salinas, CA 65 West Alisal Street [email protected] (831) 758-7366 Salinas, CA
93901 Date of Quote: 5/25/2021 Quote Valid Until: 6/30/2021
ProjectDox and OAS ePlan Solution Pricing Agreement
SAAS
Product Name Product
Code Description Qty Unit Price Total Price
Production
Environment Light-
Level Capacity
OAS & ProjectDox
SaaS License
SAAS-P.L
Software as a Service (SaaS) for OAS &
ProjectDox on a Production Environment.
Designed for organizations who have
approximately 50 concurrent users and 3,000
permits per year.
Software included for SaaS Production:
• ProjectDox Software Subscription
• Unlimited Workflow license
• OAS Software Subscription
• Includes unlimited Application Forms
license
• Includes SSA for six base forms
preconfigured
Services included for SaaS Production:
• Set up and installation of OAS & ProjectDox
• Managed services
• Annual OAS & ProjectDox upgrades
Production Environment Safeguard: Avolve
security policy limits access to the Production
environment. External users including the
customer’s IT will not be allowed direct
access to the Production servers and
database. Any development or testing can be
performed on the Test environment.
12.00 $7,000.00 $84,000.00
Test Environment
Light-Level
Capacity OAS &
ProjectDox SaaS
License
SAAS-T.L
Software as a Service (SaaS) for ProjectDox
on a Test Environment. Designed for
organizations who plan to use the system for
development and/or testing with
approximately 5 concurrent users and
approximately 500 permits per year.
Software included for Production:
• ProjectDox Software Subscription
• Unlimited Workflow license
Services included for SaaS Production:
• Set up and installation of ProjectDox
• Managed services
• Annual ProjectDox upgrades
12.00 $980.00 $11,760.00
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
07102019 Page 4 of 17
Test Environment Safeguard: Avolve security
policy limits access to the Test environment.
External users including the customer’s IT can
be provided limited VPN access to the Test
servers and database such as creation and
testing of custom reports. VPN access will be
made available upon request at additional
cost.
TES-Video License
Subscription TES-VLS TES-Video License Subscription (annual cost) 1.00 $5,400.00 $5,400.00 Discount based on finalizing the agreement by 6/30/21 -$8,940.00 SaaS Sub-Total: $92,220.00
TRAINING
Product Name Product
Code Description Qty Unit Price Total Price
ProjectDox Bundled
Training Services
PKG-
PDOX.TRN
Package Includes:
2 Introduction to ProjectDox
1 Workflow and Markup Training for
Reviewers
1 Workflow and Project Administration for
Coordinators
1 System Administration Training
1 Community Training
Package is limited to 12 Unique Users
1.00 $13,050.00 $13,050.00
Workflow Business
Process and
Markup Training for
Plan Reviewers
TES-
BICMARK1
This course is designed to provide a
streamlined session for plan reviewers to
provide basic system navigation and access
to key tools and features to complete the
review of the plans and documents. Skills
learned will include basic navigation, basic
viewing tools including measurements,
overlay compare, and how to create and edit
a changemark, as well as how users will be
notified, accept, and complete a plan review
task.
The two classes are added to accommodate
an additional 24 reviewers for a total of 36
people trained.
This course is limited to a max of 12 persons
per session/course.
2.00 $2,500.00 $5,000.00
Introduction to
ProjectDox TES-INTRO
The Training and Educational Services course
includes a flexible mixture of lecture and
hands-on lab time to familiarize the user with
the basic features of ProjectDox. This 3 hour
instructor lead course will review how to
access a project, view a file, use the search
feature and communication tools to efficiently
use and communicate using the ProjectDox
application. This course is limited to a max of
12 persons per session/course.
1.00 $1,125.00 $1,125.00
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
07102019 Page 5 of 17
The class is added to accommodate an
additional 12 employees for a total of 36
people trained.
Discount based on finalizing the agreement by 6/30/21 -$2,876 Training Sub-Total: $16,299
PROFESSIONAL SERVICES
Product Name Product
Code Description Qty Unit Price Total Price
Best-in-Class Level
1 ProjectFlow
PLUS Services
PS-
BIC.L1PLUS
BIC Plus Setup Services Level 1 for
Workflows: Building 1.00 $30,600.00 $30,600.00
Onboarding
Advanced PF
Integration
PS-
PF.AINT.ON
BRD
Initial Services for Onboarding Advanced
ProjectFlow Integration includes the below;
additional quote may be required if scope
changes during Analysis:
• Project Creation - Configuration of the
Avolve Project Creator Service to create a
project in ProjectDox based on defined values
from the permitting system. These include:
- Permit/Project Number
- Description
- Applicant/Submitter First Name
- Applicant/Submitter Last Name
- Applicant/Submitter Email
- Project/Case Type
- Display of Permit/Application Information
- Configuration of General
Permit/Applicant/Contractor application data
fields for display within ProjectDox via a web
page/formlet.
- Project/Permit Status Update - ProjectDox
will notify the permitting system that the plan
review workflow is complete when all reviews
are approved
1.00 $19,800.00 $19,800.00
OAS Setup &
Training Services
PS-
OAS.SUT
Setup Services:
- System Setup
- Database Table Population - mapping
control id’s to export records
- Admin Training - not to exceed 5 hrs
1.00 $4,275.00 $4,275.00
OAS Custom Setup
Services
PS-
OAS.CSU
Deploy ePlan application, assist with design
and deployment to production – not to exceed
18 hrs
1.00 $4,050.00 $4,050.00
OAS SSA Template
Setup
PS-
OAS.SSA
Deploy SSA templates/permit letters, assist
design and deploy to production – not to
exceed 16hrs
1.00 $3,600.00 $3,600.00
OAS eForm Paper
to eForm Services
PS-
OAS.P2eF
Existing paper to electronic form design in
OAS with < 75 fields and intelligent
conditional entry/display
1.00 $1,350.00 $1,350.00
OAS Basic eForm
Services
PS-
OAS.BeS
< 75 fields – w/ intelligent conditional
entry/display 1.00 $3,600.00 $3,600.00
OAS Advance
eForm Services
PS-
OAS.AeS
>75 fields to 150 fields –intelligent conditional
entry/display 1.00 $5,400.00 $5,400.00
OAS eForm Base
Validation PS-OAS.BV Professional Services for eForm Base Validation Integration 1.00 $3,600.00 $3,600.00
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
07102019 Page 6 of 17
OAS eForm
Advanced
Validation
PS-OAS.AV Professional Services for eForm Advanced
Validation Integration 1.00 $5,400.00 $5,400.00
OAS Payment
Processor PS-OAS.PP Integration Dev services & Engineering (Authorize.net) 40hrs 1.00 $9,000.00 $9,000.00
OAS Advanced
Integration
PS-
OAS.AINT
Acquisition of application data and a push of
required data to the target permitting system
API to allow for creation of the permit and
triggering of the Project Creation process into
ProjectDox. Design requires API’s to be
customer permitting/target system. Direct
database calls from OAS to the target system
are not supported.
1.00 $6,300.00 $6,300.00
Assurance Services PS-AS 45 Hours of Assurance Services - Invoiced monthly as used $225/hour. 1.00 $10,125.00 $10,125.00
Discount based on finalizing the agreement by 6/30/21 -$10,710 Professional Services Sub-Total: $96,390
Unless otherwise stated, pricing does not include any applicable taxes that may be applied at invoicing. Travel and Expenses are not included in this total and will be invoiced as incurred.
First year SaaS and 20% of Services shall be invoiced upon execution of Agreement. Payment for the total amount is due net thirty (30) days from the date of Initial Invoice. Payment via EFT.
See notes for details.
This best approach package to implementation relies on partnership with the jurisdiction to achieve desired go-live and paperless goals. To that end a not to exceed 516 hours have been allocated to services and training on this project. In the event scope expands or delays account for incremental hours to be required, a Change Request(s) will be issued for the incremental costs associated with delay or expansion.
Year 2 SaaS = $101,160
Year 3 SaaS = $101,160
Grand
Total: $204,909
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
07102019 Page 7 of 17
Notes:
EFT Remittance:
Avolve Software / Compass Bank
Routing #: 122105744
Account #: 2519753300
NAME:________________________________________________
TITLE:________________________________________________
SIGNATURE: __________________________________________
DATE:________________________________________________
By signing this Order Form customer acknowledge and agrees to, if purchasi ng (a) licenses and/or support and maintenance, Avolve’s Software License and Support Agreement General Terms and Conditions and Avolve’s Maintenance and Support Level Agreement; (b) professional services, Avolve’s Professional Services Agreement; and (c) training services, the Avolve University Training Terms and Conditions; and (d) hosting services, Avolve’s Hosting Service Level Agreement. Customer acknowledges that it has been provided reasonable access to the applicable documents listed herein online at www.avolvesoftware.com and knowingly consents to the same. Resellers acknowledge that they will have end users formally acknowledge and be bound by all applicable Avolve Terms and Conditions as described above.
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
07102019 Page 8 of 17
Electronic Document Management & Collaboration Solution
City of Salinas
Proposed Statement of Work
May 25, 2021
4835 East Cactus Road Suite 420, Scottsdale, Arizona 85252 Phone: 602.714.9774 www.avolvesoftware.com
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
07102019 Page 9 of 17
EXECUTIVE SUMMARY
This Statement of Work will focus on the Setup of a Production and Test Environment and the implementation of ProjectDox Best in Class workflows addressing the Customer’s needs with One (1) Best in Class plan review process.
The goal is to implement Online Application Submission (OAS), ProjectDox and an Advanced TRAKiT integration for ProjectDox utilizing web services, in a standardized, off the shelf manner. We will leverage Avolve best practices and built-in configuration and modifications features, to meet the most effective functionality required to achieve the highest business value for the customer (the "Project").
SCOPE OF WORK (MILESTONES)
Setup
Setup of a single environment for the applicable products is required prior to orientation and configuration onsite assessments being conducted. Project pre-planning, including draft project plan, communication plan etc. are associated to this stage of the project. Additional environments to be implemented will be factored into the project plan and based on the sales order/agreement.
• The date of acceptance for this milestone is the SaaS Renewal Date
Orientation and Configuration Requirements Session*
The Avolve PM will work with the City to perform an initial review of the application with the project team and gather configuration requirements to complete the design of the OAS application forms and Best in Class Building workflow process. The output of these sessions will be compiled into a requirements document referred to as the Configuration Requirements Document (CRD). This will include using standard templates and design to expedite the project whi le providing the best business value to the customer. Any design requirements identified during this phase outside of the design of the BIC workflow process and/or requiring development will be scoped and presented in a separate Statement of Work. Assurance services afforded the project may be leveraged for work identified as outside the scope of the project.
• Configuration Requirements Document
• Advanced Integration permitting system touchpoint discussion for TRAKiT includes:
o Project Creation – Required application data is pushed from the permitting system to the ProjectDox application using the Avolve provided REST API and configuration of the ProjectDox Windows Service Process. Required fields for project creation:
o Permit Number/Project Name (Key value)
o Description
o Applicant/Submitter First Name
o Applicant/Submitter Last Name
o Applicant/Submitter Email Address
o Permit/Project Type
o Application Data – Pull of data from the permitting system to display of up to 18 read-only permit application data fields within the plan review process.
o Review Status – Push of data to provide the permitting system the following data related to the plan review:
o Reviewer Name
o Reviewer Department
o Review Cycle
o Review Status (Approved, Rejected)
o Date Completed
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
07102019 Page 10 of 17
o Final Approval Status – Push final status or log event of approved to permitting system API indicating to the permitting system that all reviews are approved in ProjectDox. • Project Plan (task list/schedule/resource assignments) not to exceed budget
Configuration & Integration *
Configuration of applicable software products, forms and the workflows based on the configuration requirements document findings. This includes the development of the integration work defined in this Statement of Work and confirmed during requirements discussions. Integration designs require the City systems to have or develop web services to allow for integration communication to the target systems from ProjectDox and/or OAS.
• Configured Working products and modules as specified in the Purchase Agreement/ Sales Order o Configured Working OAS and ProjectDox Applications
o Self-Service Application (SSA) Forms
▪ Provides up to 16 hours of services to configure the site for use with the delivered SSA forms and letters, perform a review of the application forms design and features, make minor modifications, and deploy into production.
o 1 OAS Paper to eForm Application Form
▪ Existing paper to electronic form design in OAS with < 75 fields and intelligent conditional entry/display
o 1 OAS Base Application Form
▪ Forms design contains less than 75 fields
o 1 OAS Advanced Application Form
▪ Form design contains between 75-150 fields
▪ 1 Payment Processor to Authorize.NET
• Design the OAS application to interface with Customer’s payment processor to allow for online payments through OAS.
▪ 1 OAS Advanced Integration
• Defined application data to be pushed to the target permitting system API to allow for creation of the permit and triggering of the Project Creation process into ProjectDox.
Design requires API’s to be available for customer permitting system. Direct database calls from OAS to the target system are not supported.
▪ 1 OAS Base Validation
• Contractor Validation
o Base Validation allows for the validation for up to 2 data fields in the application form against the target system and confirmation of the data on the application form. (only validates) Design requires web services to be available for integration communication to the target system. Direct database calls from OAS to the target system are not supported.
▪ 1 OAS Advanced Validation
• Address/Parcel Validation
o Advance Validation Widgets allow for multi field validation, data retrieval and display from the target system on the OAS application form. May include field concatenation and progressive/auto complete search (pulling back the data for display in the form). Some abilities are limited to API’s being available from the customers target permitting system
▪ Basic Fee Calculations
• Allows for a fixed fee or simple calculation of a percentage of a field in the OAS application form to be displayed to the end user to communicate a cost.
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
07102019 Page 11 of 17
▪ 1 Best In Class Workflow (Building)
▪ Advanced Integration to TRAKiT
User Acceptance Training (UAT)
The UAT phase uses an agile methodology consisting of two sprints of ten days each for testing that include the delivery of the designed process, validation of the design by the Customer and resolution to design issues by Avolve before starting the next sprint. The Avolve team will provide user acceptance training and guidance to the Customer on methods to test the designed process and sys tem to work towards acceptance. Customer will validate the system configuration, forms, emails, integration and document any identified issues in the RIT (Risks, Issues and Tasks) document provided by the Avolve project manager. Avolve will resolve any identified issues to allow the customer retest to gain acceptance.
UAT Training is conducted onsite allowing one day per process with the remainder of the UAT phase supported remotely. During this phase, the production environment will be setup. Upon acceptance of the design the Avolve team will coordinate the promotion of the code to the production environment.
• Completion of User Acceptance Testing (UAT)
• Implementation of the Production Environment
• Code Promotion from Test to Production
Training
Avolve education specialists will deliver the below courses to the Customers staff. The courses will train approximately 36 persons and will be delivered based on the project plan rollout. A maximum of 12 persons per course is enforced with exception of the Community Outreach (TES-OUT). This demonstration/lecture session is targeted for the design community and is intended to be conducted for larger audiences (25+) to educate and promote the new processes.
It is recommended that training sessions be organized with participants of similar technological abilities to allow for the most efficient delivery and retention of the materials. Additional training above and beyond the below may be added or additional training performed post go-live by leveraging the assurance services funds afforded the project.
• Delivery of classes for all products/modules as purchased
Quantity Course Name Est. Length
3 Introduction to ProjectDox 3 hrs.
3 Workflow and Markup for Plan Reviewers 6 hrs.
1 Workflow and Administration for Coordinators/Techs 8 hrs. 1 System Administration 4 hrs.
1 Community Outreach 1-2 hrs.
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
07102019 Page 12 of 17
Launch/Project Close Out
Deployment of the workflow processes and post go live support for a period of 5 business days. Customer will be transitioned to support post the 5-business day go live period.
Assurance Services
The assurance services fund may be leveraged at any time during or post project completion to cover additional integration requirements, newly identified out of scope requirements, training, and software not included in this statement or work. The funds intent is to be used post go-live/launch of a process to keep the project management team engaged to assist with change management and user adoption assistance. Assurance services hours are billed on an hourly basis at a rate of $225.00 an hour. The use of hours requires a change order or an assurance services agreement that defines the work and has signatures of agreement for use by the Customer.
ACCEPTANCE PROCESS
There will be Key Deliverables, as identified in the Project Activities/Deliverables Payment Schedule which will be subject to acceptance by the Customer ("Acceptance"). Upon completion of each Key Deliverable, Avolve will request from the Customer a written response within five (5) business days after receipt thereof. Notwithstanding the foregoing or anything to the contrary in the Purchase Agreement, all other Deliverables provided under this Statement of Work shall be deemed to have been accepted by the Customer upon delivery. If Customer does not approve, reasons for rejection must be clearly noted. Avolve will then work with the Customer to come to agreement on obtaining approval. The Customer shall be deemed to accept any such Key Deliverable which Customer does not accept or reject within such period. This acceptance will initiate the invoice of the of the applicable milestone.
AVOLVE PROJECT PLAN AND PROCESS
Promptly following execution of this Statement of Work, the parties shall meet to discuss the general project schedule, which will be generally organized around the standard Avolve project On-Boarding process. Within 2 weeks, the initial project plan will be created and sent to Customer. The Project Plan contains a schedule, a list of tasks in a schedule format, assignments of specific team members over specific times and communication status reporting processes. The Project Plan is a living document that will be reviewed throughout the term of this Agreement and may be adjusted as reasonably necessary, as agreed to from time to time by the parties.
PROJECT ASSUMPTIONS AND CAVEATS
1. This Project was scoped based upon purchase of ProjectDox Best In Class, understanding that the site will be hosted by the Avolve and configured per established Best-In-Class standards. This understanding forms the basis for Avolve’s pricing and the Deliverables to be provided under this Statement of Work. Any deviation from these requirements will require a change order and may increase cost or estimated time of Project completion.
2. Avolve will have full access to all Project team members from the customer as needed to complete the successful implementation and roll out of ProjectDox. This access may require the team members of the customer to dedicate specific time to specific detailed tasks within the Project Plan. Team member tasks will be more clearly defined during the kickoff and planning sessions and documented in the Project Plan.
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
07102019 Page 13 of 17
3. Customer and its third parties and/or subcontractors will fulfill any hardware/software requirements, as identified to allow communication between Avolve Software and the Customer’s permitting system in a timely fashion to keep the Project Plan on schedule.
4. Customer and its third parties and/or subcontractors will fulfill the hardware requirements, as outlined in the System Implementation Guides (standard end user document(s) that accompany each version of the Software) in a timely fashion to keep the Project Plan on schedule.
5. This best approach package to implementation relies on partnership with the jurisdiction to achieve desired go-live and paperless goals. To that end, a not to exceed 516 hours have been allocated to services and training on this project. In the event scope expands or delays account for incremental hours to be required, a Change Request(s) will be issued for the incremental costs associated with delay or expansion. Should the customer cause or contribute to the delay of any Deliverable, Avolve may elect to revise the Project Plan accordingly to compensate for the delay and invoice for any applicable milestone payments to that point of the project.
6. All parties will reasonably prioritize their efforts to meet the Project Plan schedule to achieve a rapid roll out model. It is understood by all parties that multiple tasks may be in process at one time and Avolve may have more than one Professional Services team member working on the project at one time.
7. Client will provide adequate Project management for their own resources, and/or third parties, to collaborate with Avolve’s project manager. Client subject matter experts and applicable users will be accessible and available in a timely fashion and for adequate and reasonable durations. Avolve will make sure that scheduling of interviews and meetings are adequately in advance of these resource allocations.
8. Customizations/Extensions required may result in increased schedule and budget, but only if documented and approved within Assurance Services and/or a Change Request.
9. Avolve is planning to fully leverage ProjectDox as is, utilizing all built in configuration features to meet the business needs.
10. Any optional items chosen in the Purchase Agreement/Sales Order are not included here and would require a modification to this Statement of Work.
11. Customer understands that an ePlan Life Cycle implementation is a very significant digital transformation enterprise project that requires dedicated change management from the Customer’s staff. This will be key for the success of the Customer.
12. Work will not begin until an executed copy of all paperwork is complete. Work will begin at the earliest date at which Avolve resources and Customer resources are available or as otherwise agreed to.
13. Avolve and Customer agree to cooperate in good faith to complete the Services and Deliverables in a timely and efficient manner.
14. Recording of Avolve provided training or UAT (user acceptance testing) sessions is not permitted.
15. All training classes unless otherwise noted are limited to 12 persons maximum per class.
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
07102019 Page 14 of 17
*Configuration options are as described by ProjectDox documentation and as evidenced by ProjectDox administration screens. Minor changes to Avolve ProjectDox Best Practices (Best in Class) workflows are changes to activate/deactivate and/or parametrize with variables, existing steps in the Best Practices workflows. Customization of additional products and modules are to be within the bounds and scope of the respective core product(s) and modifications are limited to those that are allowed by core product design.
CHANGE CONTROL PROCESS
The “Change Control Process” is that process which shall govern changes to the scope of the Project during the life of the Project. The Change Control Process will apply to new components and to enhancements of existing components. The Change Control Process will commence at the start of the Project and will continue throughout the Project's duration.
Additional procedures and responsibilities may be outlined by the Project Manager identified on the signature page to the Agreement and will be included in the Project Plan if mutually accepted.
Under the Change Control Process, a written “Change Request” (attached) will be the vehicle for communicating any desired changes to the Project. It will describe the proposed change; the reason for the change and the effect the change may have on the Project. The Project Manager of the requesting party will submit a written Change Request to the Project Manager for the other parties.
All parties must sign the approval portion of the Change Request to authorize the implementation of any change that affects the Project’s scope, schedule, or price. Furthermore, any such changes that affect the scope of this SOW, schedule or price will require an amendment to the SOW and/or any other part of the Purchase Agreement.
PRICING, TRAVEL AND EXPENSE
Pricing and payment terms are as set forth in Purchase Agreement/Sales Order.
Travel and Expenses are estimated to be $12,000.00 and will be invoiced to customer as incurred.
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
07102019 Page 15 of 17
PROJECT ACTIVITIES / DELIVERABLES PAYMENT SCHEDULE
This is a preliminary deliverable and payment schedule that is subject to change based on discussions to occur post the kick-off of the project, provided that both the City and Avolve Software agree to the new terms in writing.
MS# Deliverable Description Acceptance Criteria Payment Amount
MSO Contract Execution First Year SaaS costs Contract Signature $92,220.00 MSO Contract Execution 20% Services Contract Signature $17,455.00 MS1 Project Kickoff Project kick off meeting complete and initial environment installed
• Project Kick Off Meeting Conducted
• Project team can log into installed environment
• Sign Off Acceptance
$8,727.75
MS2 Configuration Requirements
Document (CRD)
Compiled configuration design requirements for
Process 1
• Delivered CRD
• Sign off Acceptance Document $8,727.75
MS3 OAS Forms Design Complete Completed OAS Forms Design • Forms Complete • Sign off Acceptance Document $13,092.00
MS4 OAS Integrations Complete Completed Payment Processor and Permitting System Integration • Sign off Acceptance Document $8,727.75 MS5
Deliver functional OAS &
ProjectDox application for
Process 1
Deliver and review the design as defined in the CRD
document.
• UAT scheduled for Process 1
• Sign off Acceptance Document $21,819.00
MS6 User Acceptance Test Process 1
User Acceptance Testing for Process 1 Complete
Delivered Second Environment
Workflow Integration Complete (TRAKiT)
• User Acceptance Testing confirms requirement as
agreed to in the CRD
• Sign Off Acceptance Document
$4,363.90
MS7 Training Conduct End User Training
Conduct Administration Training Sign Off Acceptance $16,299.00 MS8 Launch/Go-Live Process 1 process general availability launch Process is launched $4,363.90 MS9 Assurance Services Per Signed Agreement/Change Order $9,112.95 Total Services $112,689
For the avoidance of any doubt, all right, title and interest in and to the Deliverables (including without limitation the above Key Deliverables), as well as the intellectual property rights to such Deliverables, shall belong to Avolve, subject to the limited license granted to the Customer pursuant to the Licensing Agreement.
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49
07102019 Page 16 of 17
STATEMENT OF WORK ACCEPTANCE
Once fully executed, this document will become the Statement of Work for the Project defined in this document. Avolve and Customer’s signatures below authorizes Avolve to begin the services described above and indicates Customer’s agreement to pay the invoices associated with these services delivered as described.
SOFTWARE ACCEPTANCE DATE AND MAINTENANCE
Avolve will invoice Customer for Software Maintenance following the Software Acceptance Date and Customer shall pay such invoiced amount pursuant to the terms of the Purchase Agreement/Sales Order. For all subsequent years of Software Maintenance purchased by Customer, invoicing and payments shall be as set forth in the Purchase Agreement/Sales Order.
AUTHORIZED SIGNATURES
Avolve Software Corporation City of Salinas, CA
By: By:
Name: Name:
Title: Title:
Date: Date:
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49 Jay Mayne
6/29/2021 | 12:51 PM PDT
CFO Mayor
Kimbley Craig
6/29/2021 | 5:46 PM PDT
Quote Ref #202103-1735
EXHIBIT A: CHANGE REQUEST FORM
DocuSign Envelope ID: A0521726-78BA-40A0-8561-A201AB3A4F49 Quote Ref: 2024-10-28 06:13:42
Salinas, CA
ProjectDox® ePlan Renewal Proposal
October 28, 2024
Prepared by your Avolve Software Representative
Scott Simon
Senior Renewals Manager
4835 East Cactus Road
Suite 420
Scottsdale, AZ 85254
www.avolvesoftware.com
Telephone: 623-703-9650
Email: [email protected]
ProjectDox® Price Quotation
2024-10-28 06:13:42
Quote Delivered To
Lisa Brinton Director Salinas, CA
65 West Alisal Street [email protected] (831) 758-7206 Salinas, California
93901 Date of Quote: 10/28/2024 Quote Valid Until: 12/30/2024
ProjectDox ePlan Renewal Pricing Agreement
SAAS TERM: 12/12/2024 TO 12/11/2025
Product Name Product Code Description Qty Unit Price Discount Total Price TES-Video License
Subscription TES-VLS TES-Video License Subscription 1.00 $5,400.00 $5,400.00 Test Environment Light-
Level Capacity OAS &
ProjectDox SaaS
License
SAAS-T.L
Software as a Service (SaaS) for
ProjectDox on a Test Environment.
Designed for organizations who plan
to use the system for development
and/or testing with approximately 5
concurrent users and approximately
500 permits per year.
Software included for Production:
• ProjectDox Software Subscription
• Unlimited Workflow license
Services included for SaaS
Production:
• Set up and installation of
ProjectDox
• Managed services
• Annual ProjectDox upgrades
Test Environment Safeguard:
Avolve security policy limits access
to the Test environment. External
users including the customer’s IT
can be provided limited VPN access
to the Test servers and database
such as creation and testing of
custom reports. VPN access will be
made available upon request at
additional cost.
12.00 $980.00 $11,760.00
Production Environment
Light-Level Capacity
OAS & ProjectDox
SaaS License
SAAS-P.L
Software as a Service (SaaS) for
OAS & ProjectDox on a Production
Environment. Designed for
organizations who have
approximately 50 concurrent users
and 3,000 permits per year.
Software included for SaaS
Production:
• ProjectDox Software Subscription
• Unlimited Workflow license
12.00 $7,000.00 $84,000.00
ProjectDox® Price Quotation
2024-10-28 06:13:42
• OAS Software Subscription
• Includes unlimited Application
Forms license
• Includes SSA for six base forms
preconfigured
Services included for SaaS
Production:
• Set up and installation of OAS &
ProjectDox
• Managed services
• Annual OAS & ProjectDox
upgrades
Production Environment Safeguard:
Avolve security policy limits access
to the Production environment.
External users including the
customer’s IT will not be allowed
direct access to the Production
servers and database. Any
development or testing can be
performed on the Test environment.
SaaS Sub-Total: $101,160.00
Unless otherwise stated, pricing does not include any applicable taxes that may be applied at invoicing.
Payment for the total amount is due net thirty (30) days from the date of Initial Invoice. Payment via EFT.
Grand
Total: $101,160.00
NAME:________________________________________________
TITLE:________________________________________________
SIGNATURE: __________________________________________
DATE:________________________________________________
By signing this Order Form customer acknowledge and agrees to, if purchasing (a) licenses and/or support and maintenance, Avolve’s Software License and Support Agreement General Terms and Conditions and Avolve’s Maintenance and Support Level Agreement; (b) professional services, Avolve’s Professional Services Agreement; and (c) training services, the Avolve University Training Terms and Conditions; and (d) hosting services, Avolve’s Hosting Service Level Agreement. Customer acknowledges that it has been provided reasonable access to the applicable documents listed herein online at www.avolvesoftware.com and knowingly consents to the same. Resellers acknowledge that they will have end users formally acknowledge and be bound by all applicable Avolve Terms and Conditions as described above.
City of Salinas
Legislation Text
200 Lincoln Ave., Salinas,
CA 93901
www.cityofsalinas.org
File #: ID#24-675, Version: 1
Agreement with Page and Turnbull, Inc. to Complete a Citywide Historic Resources Survey Update Approve a Resolution authorizing the City Manager to negotiate and execute an Agreement for Professional Services (Agreement) with Page & Turnbull, Inc. for a Citywide Historic Resources Survey Update in an amount not to exceed $363,954.00 from December 3, 2024 to December 31, 2026.
City of Salinas Printed on 11/27/2024Page 1 of 1
powered by Legistar™
Page | 1
CITY OF SALINAS
COUNCIL STAFF REPORT
DATE: DECEMBER 3, 2024
DEPARTMENT: COMMUNITY DEVELOPPMENT
FROM: LISA BRINTON, DIRECTOR
THROUGH: GRANT LEONARD, PLANNING MANAGER
TITLE: AGREEMENT WITH PAGE AND TURNBULL, INC. TO
COMPLETE A CITYWIDE HISTORIC RESOURCES SURVEY
UPDATE
RECOMMENDED MOTION:
A motion to a pprove a Resolution authorizing the City Manager to negotiate and execute an Agreement for P rofessional Services (Agreement) with Page & Turnbull, Inc. for a Citywide Historic Resources Survey Update in an amount not to exceed $363,954.00 from December 3, 2024 to December 31, 2026.
EXECUTIVE SUMMARY:
The City’s last comprehensive survey of historic resources was in 1989, with a review of downtown properties completed in 2016. An updated Citywide survey of historic resources will identify previously unidentified historic resources, as well as resources that have become eligible for historic designation since the last survey was completed in 2016. This Agreement will allow the City and its consultant, Page & Turnbull, Inc. to complete an updated Citywide survey of historic resources, The Agreement’s not to exceed amount is $363,954.00 with a term of December 3, 2024 to December 31, 2026.
BACKGROUND:
The City of Salinas has a rich and diverse history and there are multiple historic building s and other resources representing the different elements of the City’s history. Many homes and other buildings provide a physical connection to Salinas’ culture and its literature, agriculture, the labor movement, and other historical moments. Along with these historic ties, Salinas is home to buildings representing architectural styles such as Art Deco, Modern, and other early 20th-century architectural movements.
With over 30 years passing since the comprehensive 1989 Survey , and eight (8) years since the downtown property Survey, the City is interested in exploring a new effort to fully catalog historic structures in Salinas. A citywide historic resources survey serves as a tool for identifying, recording, and evaluating cultural resources, including buildings, structures, objects, sites.
Page | 2
Developing an updated Citywide survey of historic resources supports the General Plans goals and policies related to historic preservation, supports existing historic resource preservation programs, such as the Mills Act program that was approved by Council in June 2024, and support s historic tourism and education activities.
On October 4, 2022, the City Council approved Resolution No. 22491 (N.C.S) adopting a three- year Advanced Planning and Current Planning Services On Call List. In the summer of 2024, the City requested a proposal for a Citywide Historic Resources S urvey from the Page & Turnbull, Inc, an historic resources consultant from the approved-On Call List. The attached proposal from Page and Turnbull (Attachment 3) outlines the scope of services and schedule for the Historic Resources Survey, includi ng the Citywide survey and community engagement. The proposal includes two options, one without a detailed historic context statement (Option A), and one with a detailed historic context statement (Option B). Staff is recommending selecting Option B due to the added value of having a comprehensive historic context statement for the City.
CEQA CONSIDERATION:
Not a Project . The City of Salinas has determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA) (CEQA Guidelines Section 15378).
In addition, CEQA Guidelines Section 15061 includes the general rule that CEQA applies only to activities which have the potential for causing a significant effect on the environment. Where it can be seen with certainty th at there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. Because the proposed action and this matter have no potential to cause any effect on the environment, or because it falls within a category of activities excluded as projects pursuant to CEQA Guidelines section 15378, this matter is not a project. Because the matter does not cause a direct or foreseeable indirect physical change on or in the environment, this matt er is not a project. Any subsequent discretionary projects resulting from this action will be assessed for CEQA applicability.
CALIFORNIA GOVERNMENT CODE §84308 APPLIES:
No.
STRATEGIC PLAN INITIATIVE:
Development of the Citywide Historic Resources Survey advances the Effective and Culturally Responsive Government Initiative It also implements the General Plan goals and policies related to Historic Preservation.
DEPARTMENTAL COORDINATION:
The Community Development Department is leading this effort with close coordination wit h the Historic Resources Board.
Page | 3
FISCAL AND SUSTAINABILITY IMPACT:
The funding source for this Agreement is Fund 2513 (General Plan) which is funded by General Plan/Zoning Maintenance Fees collected with building permits.
Fund
Appropriation
Appropriation
Name
Total
Appropriation
Amount for
recommendation
FY 24-25
Operating
Budget Page
Last Budget
Action (Date,
Resolution)*
2513 30.3701-63.5900 Outside Services
Other
Professional
Services
$590,095 $363,954 Page 106 6/11/24, 22979
* The FY 24-25 Budget was adopted on June 11, 2024.
ATTACHMENTS:
1. Resolution
2. Agreement for Professional Services
3. Page & Turnbull, Inc. Proposal
Page | 1
RESOLUTION NO. (N.C.S.)
A RESOLUTION OF THE SALINAS CITY COUNCIL AUTHORIZING THE CITY
MANAGER TO ENTER INTO AN AGREEMENT FOR PROFESSIONAL SERVICES WITH PAGE AND TURNBULL, INC. TO COMPLETE A CITYWIDE HISTORIC
RESOURCES SURVEY UPDATE
WHEREAS, the City of Salinas has a rich and diverse history and there are multiple historic building and other resources representing the different elements of the City’s history; and
WHEREAS, the City’s last comprehensive survey of historic resources was in 1989, with a review of downtown properties completed in 2016; and
WHEREAS, an updated Citywide survey of historic resources will identify previously unidentified resources, as well as resources that have become eligible for historic designation since last survey was completed in 2016; and
WHEREAS, developing an updated Citywide survey of historic resources supports the General Plans goals and policies related to historic preservation, supports existing historic resource preservation programs, such as the Mills Act Program that was approved by City Council in June 2024, and will support historic tourism and education activities; and
WHEREAS, the City requested a proposal for a Citywide Historic Resources Survey from historic resources consultant, Page & Turnbull, Inc. from the City’s Advanced Planning and Current Planning On-call List; and
WHEREAS, Page and Turnbull’s proposal provided as Exhibit “B” to the Agreement for Professional Servcies outlines the scope of services and schedule for the Historic Resources Survey, including the Citywide survey and community engagement; and
WHEREAS, staff is recommending selecting Option B presented in the proposal due to the added value of having a comprehensive historic context statement for the City; and
WHEREAS, the funding source for this Agreement is from the Fund 2513 (General Plan) which is funded by General Plan/Zoning Maintenance Fees collected with building permits; and
WHEREAS, the City of Salinas has determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA) (CEQA Guidelines Section 15378). Because the matter does not cause a direct or foreseeable indirect physical change on or in the environment, this matter is not a project. Any subsequent discretionary projects resulting from this action will be assessed for CEQA applicability.
NOW, THEREFORE, BE IT RESOLVED that the Salinas City Council authorizes the City Manager to negotiate and execute an Agreement with Page & Turnbull, Inc. to complete an updated Citywide survey of historic resources in a not to exceed amount of $363,954.00 from of December 3, 2024 to December 31, 2026.
Page | 2
PASSED AND APPROVED this 3rd day of December, 2024, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
APPROVED:
_______________________
Kimbley Craig, Mayor
ATTEST:
_________________________
Patricia M. Barajas, City Clerk
Form: Professional Services Agreement v. July 2024 Page 1 of 16 Page & Turnbull, Inc.
December 2024
AGREEMENT
FOR PROFESSIONAL SERVICES
BETWEEN
THE CITY OF SALINAS AND PAGE &
TURNBULL, INC.
Form: Professional Services Agreement v. July 2024 Page 2 of 16 Page & Turnbull, Inc.
December 2024
Contents
RECITALS ..................................................................................................................................... 4 TERMS ........................................................................................................................................... 4
1. Scope of Service. ................................................................................................................. 4
2. Term; Completion Schedule. ............................................................................................... 4
3. Compensation. ..................................................................................................................... 4
4. Billing. ................................................................................................................................. 4
5. Meet & Confer. .................................................................................................................... 5
6. Additional Copies................................................................................................................. 5
7. Responsibility of Consultant. ............................................................................................... 5
8. Responsibility of City. ......................................................................................................... 5
9. Acceptance of Work Not a Release. .................................................................................... 6
10. Indemnification and Hold Harmless. ................................................................................... 6
11. Insurance. ............................................................................................................................. 6
12. Access to Records. ............................................................................................................... 6
13. Non-Assignability. ............................................................................................................... 6
14. Changes to Scope of Work. ................................................................................................. 6
15. Ownership of Documents. ................................................................................................... 7
16. Termination. ......................................................................................................................... 7
17. Compliance with Laws, Rules, and Regulations. ................................................................ 8
18. Exhibits Incorporated. .......................................................................................................... 8
19. Independent Contractor. ....................................................................................................... 8
20. Integration and Entire Agreement. ....................................................................................... 8
21. Jurisdiction and Venue. ........................................................................................................ 8
22. Severability .......................................................................................................................... 8
23. Notices. ................................................................................................................................ 9
24. Nondiscrimination................................................................................................................ 9
25. Conflict of Interest. .............................................................................................................. 9
26. Headings. ........................................................................................................................... 10
27. Attorneys’ Fees .................................................................................................................. 10
28. Non-Exclusive Agreement. ................................................................................................ 10
29. Rights and Obligations Under Agreement. ........................................................................ 10
30. Licenses.............................................................................................................................. 10
31. Counterparts. ...................................................................................................................... 10
Form: Professional Services Agreement v. July 2024 Page 3 of 16 Page & Turnbull, Inc.
December 2024
32. Legal Representation. ........................................................................................................ 10
33. Joint Representation. .......................................................................................................... 10
34. Warranty of Authority........................................................................................................ 11
35. No Waiver of Rights. ......................................................................................................... 11 Exhibit A- Insurance Requirements .............................................................................................. 12 Exhibit B- Scope of Service .......................................................................................................... 15
Form: Professional Services Agreement v. July 2024 Page 4 of 16 Page & Turnbull, Inc.
December 2024
AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN
THE CITY OF SALINAS AND PAGE & TURNBULL, INC.
This Agreement for Professional Services (the “Agreement” and/or “Contract”) is made and entered into this 3rd day of December, 2024, between the City of Salinas, a California Charter city and municipal corporation (hereinafter “City”), and Page & Turnbull, Inc., a California corporation (hereinafter “Consultant”).
RECITALS
WHEREAS, Consultant represents that he, she, or it is specially trained, experienced, and competent to perform the special services which will be required by this Agreement; and
WHEREAS, Consultant is willing to render such professional services, as hereinafter defined, on the following terms and conditions.
NOW, THEREFORE, City and Consultant agree as follows:
TERMS
1. Scope of Service. The project contemplated and the scope of Consultant’s services are described in Exhibit B, attached hereto and incorporated herein by reference.
2. Term; Completion Schedule. This Agreement shall commence on December 3, 2024 and shall terminate on December 31, 2026, unless extended in writing by either party upon (30) days written notice. This Agreement may be extended only upon mutual written consent of the parties, and may be terminated only pursuant to the terms of this Agreement.
3. Compensation. City hereby agrees to pay Consultant for services rendered the City pursuant to this Agreement on a time and materials basis according to the rates of compensation of as set forth in Exhibit B. The total amount of compensation to be paid under this Agreement shall not exceed Three-Hundred Sixty-Three Thousand Nine-Hundred and Fifty-Four dollars ($363,954.00).
4. Billing. Consultant shall submit to City an itemized invoice, prepared in a form satisfactory to City, describing its services and costs for the period covered by the invoice.
Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant’s bills shall include the following information to which such services cost or pertain:
(A) A brief description of services performed;
(B) The date the services were performed;
(C) The number of hours spent and by whom;
Form: Professional Services Agreement v. July 2024 Page 5 of 16 Page & Turnbull, Inc.
December 2024
(D) A brief description of any costs incurred; and
(E) The Consultant’s signature.
Any such invoices shall be in full accord with any and all applicable provisions of this Agreement.
City shall make payment on each such invoice within thirty (30) days of receipt; provided, however, that if Consultant submits an invoice which is incorrect, incomplete, or not in accord with the provisions of this Agreement, City shall not be obligated to process any payment to Consultant until thirty (30) days after a correct and complying invoice has been submitted by Consultant. The City shall process undisputed portion immediately.
5. Meet & Confer. Consultant agrees to meet and confer with City or its agents or employees with regard to services as set forth herein as may be required by the City to ensure timely and adequate performance of the Agreement.
6. Additional Copies. If City requires additional copies of reports, or any other material which Consultant is required to furnish as part of the services under this Agreement, Consultant shall provide such additional copies as are requested, and City shall compensate Consultant for the actual costs related to the production of such copies by Consultant.
7. Responsibility of Consultant. By executing this Agreement, Consultant agrees that the services to be provided and work to be performed under this Agreement shall be performed in a fully competent manner. By executing this Agreement, Consultant further agrees and represents to City that the Consultant possesses, or shall arrange to secure from others, all of the necessary professional capabilities, experience, resources, and facilities necessary to provide the City the services contemplated under this Agreement and that City relies upon the professional skills of Consultant to do and perform Consultant’s work. Consultant further agrees and represents that Consultant shall follow the current, generally accepted practices in this area to the profession to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding the projects for which the services are rendered under this Agreement.
8. Responsibility of City. To the extent appropriate to the projects to be completed by Consultant pursuant to this Agreement, City shall:
(A) Assist Consultant by placing at its disposal all available information pertinent to the projects, including but not limited to, previous reports and any other data relative to the projects. Nothing contained herein shall obligate City to incur any expense in connection with completion of studies or acquisition of information not otherwise in the possession of City.
(B) Examine all studies, reports, sketches, drawings, specifications, proposals, and other documents presented by Consultant, and render verbally or in writing as may be appropriate, decisions pertaining thereto within a reasonable time so as not to delay the services of Consultant.
Form: Professional Services Agreement v. July 2024 Page 6 of 16 Page & Turnbull, Inc.
December 2024
(C) City Manager, or his designee, shall act as City’s representative with respect to the work to be performed under this Agreement. Such person shall have the complete authority to transmit instructions, receive information, interpret and define City’s policies and decisions with respect to materials, equipment, elements, and systems pertinent to Consultant’s services.
City may unilaterally change its representative upon notice to the Consultant.
(D) Give prompt written notice to Consultant whenever City observes or otherwise becomes aware of any defect in a project.
9. Acceptance of Work Not a Release. Acceptance by the City of the work to be performed under this Agreement does not operate as a release of Consultant from professional responsibility for the work performed.
10. Indemnification and Hold Harmless.
Consultant shall defend, indemnify, and hold harmless the City and its officers, officials, employees, volunteers, and agents from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with Consultant’s performance of work hereunder, including the performance of work of any of Consultant’s subcontractors or agents, or Consultant’s failure to comply with any of its obligations contained in the agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the City.
11. Insurance. Consultant shall procure and maintain for the duration of this Agreement insurance meeting the requirements specified in Exhibit A hereto.
12. Access to Records. Consultant shall maintain all preparatory books, records, documents, accounting ledgers, and similar materials including but not limited to calculation and survey notes relating to work performed for the City under this Agreement on file for at least three (3) years following the date of final payment to Consultant by City. Any duly authorized representative(s) of City shall have access to such records for the purpose of inspection, audit, and copying at reasonable times during Consultant’s usual and customary business hours.
Consultant shall provide proper facilities to City’s representative(s) for such access and inspection.
13. Non-Assignability. It is recognized by the parties hereto that a substantial inducement to City for entering into this Agreement was, and is, the professional reputation and competence of Consultant. This Agreement is personal to Consultant and shall not be assigned by it without express written approval of the City.
14. Changes to Scope of Work. City may at any time, and upon a minimum of ten (10) days written notice, seek to modify the scope of services to be provided for any project to be completed under this Agreement. Consultant shall, upon receipt of said notice, determine the impact on both time and compensation of such change in scope and notify City in writing. Upon agreement between City and Consultant as to the extent of said impacts to time and
Form: Professional Services Agreement v. July 2024 Page 7 of 16 Page & Turnbull, Inc.
December 2024
compensation, an amendment to this Agreement shall be prepared describing such changes.
Execution of the amendment by City and Consultant shall constitute the Consultant’s notice to proceed with the changed scope.
15. Ownership of Documents. Title to all final documents, including drawings, specifications, data, reports, summaries, correspondence, photographs, computer software (if purchased on the City’s behalf), video and audio tapes, software output, and any other materials with respect to work performed under this Agreement shall vest with City at such time as City has compensated Consultant, as provided herein, for the services rendered by Consultant in connection with which they were prepared. City agrees to hold harmless and indemnify the Consultant against all damages, claims, lawsuits, and losses of any kind including defense costs arising out of any use of said documents, drawings, and/or specifications on any other project without written authorization of the Consultant.
16. Termination.
(A) City shall have the authority to terminate this Agreement, upon ten days written notice to Consultant, as follows:
(1) If in the City’s opinion the conduct of the Consultant is such that the interest of the City may be impaired or prejudiced, or
(2) For any reason whatsoever.
(B) Upon termination, Consultant shall be entitled to payment of such amount as fairly compensates Consultant for all work satisfactorily performed up to the date of termination based upon the Consultant’s rates shown in Exhibit B and/or Section 3 of this Agreement, except that:
(1) In the event of termination by the City for Consultant’s default, City shall deduct from the amount due Consultant the total amount of additional expenses incurred by City as a result of such default. Such deduction from amounts due Consultant are made to compensate City for its actual additional costs incurred in securing satisfactory performance of the terms of this Agreement, including but not limited to, costs of engaging another consultant(s) for such purposes. In the event that such additional expenses shall exceed amounts otherwise due and payable to Consultant hereunder, Consultant shall pay City the full amount of such expense.
(C) In the event that this Agreement is terminated by City for any reason, Consultant shall:
(1) Upon receipt of written notice of such termination promptly cease all services on this project, unless otherwise directed by City; and
Form: Professional Services Agreement v. July 2024 Page 8 of 16 Page & Turnbull, Inc.
December 2024
(2) Deliver to City all documents, data, reports, summaries, correspondence, photographs, computer software output, video and audio tapes, and any other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. Such material is to be delivered to City in completed form; however, notwithstanding the provisions of Section 15 herein, City may condition payment for services rendered to the date of termination upon Consultant’s delivery to the City of such material.
(D) In the event that this Agreement is terminated by City for any reason, City is hereby expressly permitted to assume the projects and complete them by any means, including but not limited to, an agreement with another party.
(E) The rights and remedy of the City and Consultant provided under this Section are not exclusive and are in addition to any other rights and remedies provided by law or appearing in any other section of this Agreement.
17. Compliance with Laws, Rules, and Regulations. Services performed by Consultant pursuant to this Agreement shall be performed in accordance and full compliance with all applicable federal, state, and City laws and any rules or regulations promulgated thereunder.
18. Exhibits Incorporated. All exhibits referred to in this Agreement and attached to it are hereby incorporated in it by this reference. In the event there is a conflict between any of the terms of this Agreement and any of the terms of any exhibit to the Agreement, the terms of the Agreement shall control the respective duties and liabilities of the parties.
19. Independent Contractor. It is expressly understood and agreed by both parties that Consultant, while engaged in carrying out and complying with any of the terms and conditions of this Agreement, is an independent contractor and not an employee of the City. Consultant expressly warrants not to represent, at any time or in any manner, that Consultant is an employee or servant of the City.
20. Integration and Entire Agreement. This Agreement represents the entire understanding of City and Consultant as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters contained herein. This Agreement may not be modified or altered except by amendment in writing signed by both parties.
21. Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, County of Monterey, and City of Salinas.
Jurisdiction of litigation arising from this Agreement shall be in the State of California, in the County of Monterey or in the appropriate federal court with jurisdiction over the matter.
22. Severability. If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void insofar as it is in conflict with said laws, but the remainder of the Agreement shall continue to be in full force and effect.
Form: Professional Services Agreement v. July 2024 Page 9 of 16 Page & Turnbull, Inc.
December 2024
23. Notices.
(A) Written notices to the City hereunder shall, until further notice by City, be addressed to:
City Manager
City of Salinas
200 Lincoln Avenue
Salinas, California 93901
With a copy to:
City Attorney
City of Salinas
200 Lincoln Avenue
Salinas, California 93901
(B) Written notices to the Consultant shall, until further notice by the Consultant, be addressed to:
Christina Dikas
Principal
170 Maiden Lane, 5th Floor
San Francisco, CA 94108
(C) The execution of any such notices by the City Manager shall be effective as to Consultant as if it were by resolution or order of the City Council, and Consultant shall not question the authority of the City Manager to execute any such notice.
(D) All such notices shall either be delivered personally to the other party’s designee named above, or shall be deposited in the United States Mail, properly addressed as aforesaid, postage fully prepaid, and shall be effective the day following such deposit in the mail.
24. Nondiscrimination. During the performance of this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, creed, sex, national origin, familial status, sexual orientation, age (over 40 years) or disability. Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry, creed, sex, national origin, familial status, sexual orientation, age (over 40 years) or disability.
25. Conflict of Interest. Consultant warrants and declares that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, in any manner or degree which will render the services required under the provisions of this Agreement a violation
Form: Professional Services Agreement v. July 2024 Page 10 of 16 Page & Turnbull, Inc.
December 2024
of any applicable local, state or federal law. Consultant further declares that, in the performance of this Agreement, no subcontractor or person having such an interest shall be employed. In the event that any conflict of interest should nevertheless hereinafter arise, Consultant shall promptly notify City of the existence of such conflict of interest so that City may determine whether to terminate this Agreement. Consultant further warrants its compliance with the Political Reform Act (Government Code section 81000 et seq.) and Salinas City Code Chapter 2A that apply to Consultant as the result of Consultant’s performance of the work or services pursuant to the terms of this Agreement.
26. Headings. The section headings appearing herein shall not be deemed to govern, limit, modify, or in any manner affect the scope, meaning or intent of the provisions of this Agreement.
27. Attorneys’ Fees. In case suit shall be brought to interpret or to enforce this Agreement, or because of the breach of any other covenant or provision herein contained, the prevailing party in such action shall be entitled to recover their reasonable attorneys’ fees in addition to such costs as may be allowed by the Court. City’s attorneys’ fees, if awarded, shall be calculated at the market rate.
28. Non-Exclusive Agreement. This Agreement is non-exclusive and both City and Consultant expressly reserves the right to contract with other entities for the same or similar services.
29. Rights and Obligations Under Agreement. By entering into this Agreement, the parties do not intend to create any obligations express or implied other than those set out herein; further, this Agreement shall not create any rights in any party not a signatory hereto.
30. Licenses. If a license of any kind, which term is intended to include evidence of registration, is required of Consultant, its representatives, agents or subcontractors by federal, state or local law, Consultant warrants that such license has been obtained, is valid and in good standing, and that any applicable bond posted in accordance with applicable laws and regulations.
31. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute a single agreement.
32. Legal Representation. Each party affirms that it has been represented, if it so chose, by legal counsel of its own choosing regarding the preparation and the negotiation of this Agreement and the matters and claims set forth herein, and that each of them has read this Agreement and is fully aware of its contents and its legal effect. Neither party is relying on any statement of the other party outside the terms set forth in this Agreement as an inducement to enter into this Agreement.
33. Joint Representation. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any party. No presumptions or rules of interpretation based upon the identity of the party preparing or drafting the Agreement, or any part thereof, shall be applicable or invoked.
Form: Professional Services Agreement v. July 2024 Page 11 of 16 Page & Turnbull, Inc.
December 2024
34. Warranty of Authority. Each party represents and warrants that it has the right, power, and authority to enter into this Agreement. Each party further represents and warrants that it has given any and all notices, and obtained any and all consents, powers, and authorities, necessary to permit it, and the persons entering into this Agreement for it, to enter into this Agreement.
35. No Waiver of Rights. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement. The failure to provide notice of any breach of this Agreement or failure to comply with any of the terms of this Agreement shall not constitute a waiver thereof.
Failure on the part of either party to enforce any provision of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision or any other provision. A waiver by the City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date first written above.
CITY OF SALINAS
____________________________
René Mendez, City Manager
APPROVED AS TO FORM:
_________________________
□ Christopher A. Callihan, City Attorney, or
□ Rhonda Combs, Assistant City Attorney
CONSULTANT
___________________________________
By (Printed Name): Christina Dikas
Its (Title): Principal
Form: Professional Services Agreement v. July 2024 Page 12 of 16 Page & Turnbull, Inc.
December 2024
Exhibit A- Insurance Requirements
Insurance Requirements
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, his agents, representatives, employees, or subcontractors. With respect to General Liability and Professional Liability, coverage should be maintained for a minimum of five (5) years after Agreement completion.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
(A) Commercial General Liability (“CGL”): Insurance Services Office Form (“ISO”) CG 00 01 covering CGL on an occurrence basis, including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. (B) Automobile Liability: ISO Form CA 0001 covering any auto, or if Consult ant has no owned autos, hired and non -owned, with limits no less than $1,000,000 per accident for bodily injury and property damage.
(C) Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
(D) Professional Liability (also known as Errors and Omissions) insurance appropriate to the work being performed , with limits no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate per policy period of one year.
If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City of Salinas requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
OTHER INSURANCE PROVISIONS
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City of Salinas, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85, or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
Form: Professional Services Agreement v. July 2024 Page 13 of 16 Page & Turnbull, Inc.
December 2024
Primary Coverage
For any claims related to this Agreement or the project described within this Agreement, the Consultant’s insurance coverage shall be primary coverage at least as broad as ISO Form CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.
Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance.
Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Salinas for all work performed by the Consultant, its employees, agents, and subcontractors.
Self-Insured Retentions
Self-insured retentions must be declared by Consultant to and approved by the City. At the option of the City, Consultant shall provide coverage to reduce or eliminate such self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the consultant shall provide evidence satisfactory to the City guaranteeing payment of losses and related investigations, claim administrations, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.
Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:
1. The Retroactive Date must be shown and must be before the date of this Agreement or the beginning of Agreement work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Agreement effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Agreement work.
4. A copy of the claims reporting requirements must be submitted to the City for review.
Form: Professional Services Agreement v. July 2024 Page 14 of 16 Page & Turnbull, Inc.
December 2024
Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable insurance language effecting coverage required by this Agreement. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Subcontractors
Consultant shall require and verify that all sub-consultants and/or subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that Entity is an additional insured on insurance required from such sub-consultants and/or subcontractors.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Maintenance of Insurance
Maintenance of insurance by Consultant as specified shall in no way be interpreted as relieving Consultant of its indemnification obligations or any responsibility whatsoever and the Consultant may carry, at its own expense, such additional insurance as it deems necessary.
Form: Professional Services Agreement v. July 2024 Page 15 of 16 Page & Turnbull, Inc.
December 2024
Exhibit B- Scope of Service
[Scope of Service; Compensation]
CITY OF SALINAS
Historic Resources Survey Update
Response to Request for Proposals
13 NOVEMBER 2024
[P24198]
PREPARED FOR THE CITY OF SALINAS DEPT . OF COMMUNITY DEVELOPMENT
1. Executive Summary 03
2. Lead Project Contact 04
3. Project Team 05
4. Firm Experience & Qualifications 10
5. Scope of Work 16
6. Budget Estimate 22
7. Project Schedule 24
8. General Contract Requirements 26
Table of Contents
We imagine change in historic and contemporary environments to cultivate thriving, sustainable, and resilient communities.
170 MAIDEN LANE, 5TH FLOOR, SAN FRANCISCO, CALIFORNIA 94108 TEL 415.362.5154 ATTN: Jessica Shull, Associate Planner
[email protected]
City of Salinas Department of Community Development
65 West Alisal Street, Salinas, CA 93901
RE: City of Salinas Historic Resources Survey Update
Dear Jessica,
Page & Turnbull is thrilled to submit our proposal to collaborate with the City of Salinas in updating its Historic Resources Survey, last completed in 1989, to serve and inform the growing community’s historic preservation planning goals and policies.
As a small, woman-owned business with over 50 years of experience providing similar services throughout California, we are well-equipped for this project. As a partner with the City, we offer the following benefits:
à AN EXCEPTIONAL & EXPERIENCED TEAM. Our cultural resources professionals, all of whom meet the Secretary of the Interior’s Professional Qualifications standards, bring a deep understanding of national and California-specific historic preservation standards. Our team leaders have worked on developing the Cultural Resources chapter of the General Plan EIR for the City of Salinas, and understand the existing status of the city’s historic resources and districts. à PROVEN SURVEY EXPERTISE. Page & Turnbull has extensive skill in completing medium- to large-scale historic resource surveys and inventory updates for cities throughout California, including San Francisco, Palo Alto, Mountain View, Los Angeles, Pacific Grove, Monterey, Fresno, Napa, Mill Valley, Richmond, Elk Grove, and Sacramento. Our approach integrates rigorous research methods with advanced survey technology, while our experience allows us to set realistic deadlines, address potential issues and challenges early, and prepare clear documents. à DEMONSTRATED ABILITY TO MEET SCHEDULES. Our project management protocols emphasize open communication, clearly defined schedule milestones, and transparency. We have developed project management tools and processes that allow for the careful execution, monitoring, control, and collaboration of successful project completion. Our experience allows us to set realistic deadlines, address potential issues and challenges early, and prepare clear and clean documents that minimize comments.
à UNDERSTANDING OF LOCAL GOVERNMENT PROCESS. We understand how internal city processes work and that responding to the needs of constituents is what drives local government. As a full-service architecture and planning firm that regularly works with public sector clients, we recognized the importance of quality planning and physical development tools that will be used by planners, designers, and property owners alike to determine the future of the built environment.
We commend the City of Salinas for taking the next step towards improving its historic preservation program, which will allow the city to honor its history, balance change, and continue to evolve into the future. We look forward to speaking with you in person to learn more about your specific goals for the project and share more about our approach. Should you need additional information or have questions, please contact me at the information below. Thank you for considering our proposal and we hope to be working with you soon.
Sincerely,
Christina Dikas
Principalin Charge
[email protected] | 415.593.3246
4 City of Salinas Historic Resources Survey Update
LEAD PROJECT CONTACT
Christina Dikas, Principal
170 Maiden Lane, 5th Floor
San Francisco, CA 94108
[email protected] | 415.593.3246
LEGAL NAME OF FIRM
Page & Turnbull, Inc.
ESTABLISHED / INCORPORATED
1973 / 1975
FEDERAL TAX ID
94-2294803
FIRM SIZE
50 full-time employees
CUL TURAL RESOURCE STUDIO SIZE
11 full-time employees
OFFICES
Los Angeles Sacramento
San Francisco San Jose
PRIMARY EXPERTISE
Architectural Design, Historic Preservation
Historic Architecture, Cultural Resources
Planning & Research. Preservation
Technology. Urban Planning
LITIGATION HISTORY
N/A
M/W/SBE CERTIFICATIONS
State of California Small Business
Enterprise (SBE)
CA DGS Cert. No 10737
State of California Women-Owned
Business Enterprise (WBE)
CUPC Cert. No. 20000919
Page & Turnbull
www page-turnbull.com
@pageturnbull
pageturnbull
LEAD PROJECT CONTACT /
One Firm, Three Studios
ARCHITECTURE + DESIGN As prime architect, architect of record, and design architect, we collaborate with clients and specialty consultants to design buildings, places, and spaces that are simultaneously contemporary and contextual.
HISTORIC ARCHITECTURE Our historic architecture team is comprised of architects, designers, and materials specialists who are experts at investigating and analyzing materials, securing entitlements, and designing for the adaptive reuse of historic buildings and places for the way we live today...and into the future.
CUL TURAL RESOURCE PLANNING Architectural historians and cultural resources planners evaluate historic resources—individual buildings, landscapes, and entire communities—to assess their historic integrity. The Studio authors a wide range of award-winning reports, develops and implements mitigation measures, and completes National Register and California Register documentation.
imagines change in historic and
contemporary environments to cultivate thriving, sustainable, and resilient communities. Our mission is to understand the past and apply the lessons learned to revitalize historic buildings and places to benefit current and future users.
For 50 years, Page & Turnbull has led architecture, preservation, and planning projects for civic, cultural, educational, and commercial clients. Our work has impacted some of California’s most significant buildings and, more importantly, our projects have made a difference in people’s lives. For the staff of architects, architectural historians, cultural resource planners, and materials specialists who work at Page & Turnbull, preservation and adaptive reuse are about valuing a community’s stories and envisioning a better future. 5 Staffing & Organization
PROJECT TEAM /
Client
City of Salinas
Prime Consultant
Page & Turnbull (SBE, WBE)
Christina Dikas | Principal in Charge
Stacy Kozakavich PhD, RPA | Project Manager
Barrett Reiter | Cultural Resource Planner
Samantha Purnell | Cultural Resource Planner
Our team has expertise in research and inventory
documentation as well as cultural heritage
preservation planning.
Page & Turnbull, a full-service architecture, preservation, and planning firm, will lead the update to the City of Salinas’ 1989 Historic Resources Survey with four (4) staff members assigned from our Cultural Resources Planning Studio.
As Principal in Charge, Christina Dikas, will be responsible for the quality and suitability of all deliverables, and guide the team to ensure that the project goals and milestones are in alignment with the city’s expectations. Project Manager, Stacy Kozakavich, PhD, RPA, will serve as the point-of-contact for the City of San Mateo and provide regular updates regarding deliverables and schedule. Stacy will lead the day-to-day research and fieldwork strategy, and work with Cultural Resources Planners Barrett Reiter and Samantha Purnell as the primary researcher and author preparing the Historic Resources Survey Report.
Our current workload will allow us to maintain the proposed staff members who will be dedicated to this project. Should additional services be required, our flexible staffing model enables us to quickly shift additional personnel as needed.
We are one of the largest studios in the state and have a pool of qualified Cultural Resource Planners and Architectural Historians to pull from.
6 City of Salinas Historic Resources Survey Update
RELEVANT PROJECT EXPERIENCE
à Salinas General Plan EIR
à Pacific Grove Historic Context Statement & Historic Resources Inventory Update à Martha Gardens Historic Resources Survey, San Jose
à Mission & SoMa Surveys, San Francisco
à Mountain View Historic Preservation Ordinance, Context Statement, Survey & Register Update à Downtown Napa Intensive-Level Survey & Historic Context Statement à Napa Heritage Historic Context Statement & Survey
à Mill Valley Historic Context Statement & Survey Update à Whittier Historic District Historic Context Statement & Survey à SLAC National Accelerator Laboratory Historic Properties Survey Update, Menlo Park à NASA Jet Propulsion Laboratory Survey, Inventory & Context Statement, Pasadena à San Luis Obispo Historic Preservation Ordinance and Historic Context Statement Update à Palo Alto Historic Resources Reconnaissance Survey
à Survey LA Survey, Los Angeles
à Pebble Beach Historic Context Statement
à Napa 2040 General Plan Update
à Petaluma General Plan
à Sacramento Historic District Plans
à Palo Alto Eichler Neighborhood Design Guidelines
Christina is an Architectural Historian and Principal of Page & Turnbull’s Cultural Resources Planning Studio with over 18 years of experience. With her extensive expertise in surveying, researching, and evaluating historic properties, Christina stands out for her exceptional communication skills and keen sensitivity to clients’ needs, prioritizing flexibility and open dialogue. In her work, she values the sense of place, historical perspective, and sustainability inherent in cultural resource management and historic preservation. She has lead numerous Historic Resource Evaluations (HREs), Surveys, Section 106 Technical Reports, and historic resources chapters of General Plans, Specific Plans, Design Guidelines, and other planning documents. Christina meets the Secretary of the Interior’s Professional Qualification Standards (36 CFR Part 61) for Architectural History.
Martha Gardens Historic Resources Survey
Napa Heritage Historic Context Statement & Survey
Christina Dikas
Principal in Charge
Pacific Grove Historic Resources Inventory Update
PROJECT TEAM /
EDUCATION
University of Virginia, Master of Architectural
History, Certificate in Historic Preservation
University of California, Los Angeles, Bachelor
of Arts in Sociology, Minor in Museum Studies
AFFILIATIONS
California Preservation Foundation, Former
Member of Board of Trustees
San Francisco Architectural Heritage, Member
American Planning Association (APA), Member
Association of Environmental Professionals
(AEP), Member
7 RELEVANT PROJECT EXPERIENCE
à Salinas General Plan EIR
à San Luis Obispo Historic Preservation Ordinance and Historic Context Statement Update à NASA Goldstone Historic Resource Study, Fort Irwin
à SLAC National Accelerator Laboratory Historic Properties Survey Update, Menlo Park à San Francisco Cemeteries, Columbaria, and Funeral Homes Historic Context Statement à Fremont Objective Design Standards for Historic Residences à NASA Jet Propulsion Laboratory Design Guidelines, Pasadena à Sonoma Historic District Review
à Oakland Objective Design Standards
à Oakland 2045 General Plan Update
à Deer Hollow Farm HRE, Cupertino
à Palo Alto Historic Preservation On-Call Consultations 2239 Wellesley, Palo Alto HRE & DPR Forms
319 Addison Ave, Palo Alto HRE & DPR Forms
1960 Webster Street, Palo Alto HRE & DPR Forms
1080-82 College Ave, Palo Alto CDF Memo-SOI Analysis
1550-1566 Cowper Street, Palo Alto Historic Evaluation à City of San Mateo On-Call Professional Technical Planning Services 150 Sycamore Avenue Peer Review, San Mateo
Stacy has worked as a historian and archaeologist in cultural resources management and planning for over twenty years, including more than ten years in California. She is experienced in the cultural resource review process for Section 106 and CEQA compliance, has successfully led and conducted archaeological field surveys and data recovery projects, material culture analyzes, historic resource evaluations, and project impact analyzes for a wide variety of property types. Stacy is a skilled researcher, and has conducted records searches and archival research at numerous repositories, undertaken oral history interviews, and enthusiastically seeks the stories of significant places in our midst. Stacy meets the Secretary of the Interior’s Professional Qualification Standards (SF 36 CFR Part 61) for Archeology and Architectural History.
Deer Hollow Farm HRE
San Luis Obispo Historic Preservation Ordinance
Stacy Kozakavich PhD, RPA
Project Manager
Palo Alto Historic Preservation On-Call Consultations
PROJECT TEAM /
EDUCATION
University of California, Berkeley, Ph. D,
Anthropology
University of California, Berkeley, Master of
Arts, Anthropology and Archaeology
University of Saskatchewan, Bachelor of Arts,
Anthropology and Archaeology
AFFILIATIONS
Register of Professional Archaeologists No.
433620
Society for Historical Archaeology
California Preservation Foundation
Oakland Heritage Alliance
Association of Environmental Professionals
8 City of Salinas Historic Resources Survey Update
RELEVANT PROJECT EXPERIENCE
à Palo Alto Historic Resources Reconnaissance Survey
à San Diego Mid-City Community Plan Update Historic Context Statement & Survey à San Francisco Large Apartments Historic Context Statement à San Diego College Area Historic Context Statement
à Glendale Race/Ethnicity Historic Context Statement
à Petaluma General Plan Update
à SLAC National Accelerator Laboratory Historic Properties Survey Update, Menlo Park à City of Palo Alto Historic Preservation On-Call Services Cardinal Hotel, 235 Hamilton Avenue, Palo Alto. Historic Resource Evaluation 759 Homer Avenue, Palo Alto. Historic Reource Evaluation and SOIS Memo 3150-3160 El Camino Real, Palo Alto. DPR Forms, Historic Resource Evaluation 575 N. California Avenue, Palo Alto. DPR Forms
359 Embarcadero Road, Palo Alto. Historic Resource Evaluation and SOIS Memo 904 Ramona Street, Palo Alto. DPR Forms
236 Churchhill, Palo Alto. Character Defining Features Memo and SOI Analysis Gamble Gardens, Palo Alto. Historic Resource Evaluation à City of Burlingame On-Call Residential Historic Resource Evaluations à City of San Mateo On-Call Professional Technical Planning Services Block 20 Preservation Alternatives Analysis, San Mateo
EDUCATION
Columbia University, Master of Science,
Historic Preservation
University of Pittsburgh, Bachelor of Arts,
History and Political Science; minor in Historic
Preservation
AFFILIATIONS
Docomomo US/NOCA, President
San Francisco Architectural Heritage, Member
Vernacular Architecture Forum, Member
Society of Architectural Historians, Member
Barrett is an Architectural Historian and preservationist focused on tangibly improving the built environment through high-quality research, well-formulated planning and architectural documentation; and creating detailed, thoughtfully designed materials for all use cases. She has historic preservation and consulting experience not only in her native city of San Francisco, but in New York as well, where she completed her graduate education and worked at the New York City Landmarks Preservation Commission. Areas of her personal interest include the reuse of New Deal-era post offices and the neo-Grec style. Barrett meets the Secretary of the Interior’s Professional Qualification Standards (SF 36 CFR Part 61) for Architectural History.
Barrett Reiter
Cultural Resource Planner
PROJECT TEAM /
Palo Alto Historic Resources Reconnaissance Survey
San Diego College Area Historic Context Statement
Burlingame On-Call Residential HiREs
9 RELEVANT PROJECT EXPERIENCE
à Palo Alto Historic Resources Reconnaissance Survey
à Mountain View Historic Preservation Ordinance, Context Statement, Survey & Register Update à SLAC National Accelerator Laboratory Historic Properties Survey Update, Menlo Park à San Francisco Modern & Postmodern Architectural Styles, 1960-2000 Historic Context Statement
à City of Palo Alto Historic Preservation On-Call Services 431 Kipling Street, Palo Alto. Historic Resources Evaluation 261 Hamilton, Palo Alto. Category 2 Memo
271 University Avenue, Palo Alto. Historic Resources Evaluation 411 Kipling Street, Palo Alto. Historic Resources Evaluation 985 Lincoln Avenue, Palo Alto. DPR Forms
3600 Middlefield Road, Palo Alto. DPR Forms
744 High Street, Palo Alto. DPR Forms
à City of Burlingame On-Call Residential Historic Resource Evaluations 1137 Cabrillo Avenue, Burlingame. DPR Forms
124 Occidental Avenue, Palo Alto. DPR Forms
à City of San Jose Historic Preservation On-Call Consultation 1921-27 West San Carlos, San Jose. DPR Forms
101 Delmas Avenue, San Jose. DPR Forms
EDUCATION
University of Pennsylvania,
Master of Science, Historic Preservation
Bates College, Bachelor of Arts, Art & Visual
Culture: History and Criticism
Samantha is a Cultural Resources Planner and Architectural Historian whose work focuses on the cultural heritage of the built environment and community-centered planning. She has experience completing Historic Resource Evaluations (HREs), DPR 523 Forms for buildings and cultural landscapes, historic resource surveys, HABS documentation, and Historic Resource Review Applications (HRR). Samantha also brings experience in material conditions assessment fieldwork and knowledge of GIS softwares and community mapping. Samantha meets the Secretary of the Interior’s Professional Qualification Standards (36 CFR Part 61) for Architectural History.
Samantha Purnell
Cultural Resource Planner
PROJECT TEAM /
Burlingame On-Call Residential HREs
Mountain View Hiistoric Context Statement & Survey
City of Palo Alto Historic Resources Reconnaissance
10 City of Salinas Historic Resources Survey Update
EXPERIENCE & TECHNICAL COMPETENCE /
Whittier Historic Districts Historic Context Statement & Survey (in progress)
San Diego Mid-City Community Plan Update Historic Context Statement & Survey (in progress)
Mountain View Historic Context Statement, Preservation
Ordinance, Register Update & Citywide Survey (in progress) Sacramento LGBTQ+ Historic Context Statement (In progress) San Francisco Large Apartments Historic Context Statement (in progress)
San Francisco Modern & Postmodern Architectural Styles, 1960-2000 Historic Context Statement, August 2024
Palo Alto Historic Resources Reconnaissance Survey, April 2024 Sacramento African American Black Experience Project Historic Context Statement, June 2023
San Jose Martha Gardens Specific Plan Historic Resources Survey, April 2023
Asian Americans and Pacific Islanders in California, 1850-1970 Amended Context, adding new themes and an additional
community, Vietnamese Americans, 2023
Glendale Historic Context Statement, May 2023
Santa Barbara African American & Black Historic Context Statement, August 2022
San Diego College Area Historic Context Statement, Sept 2021 San Diego Bungalow Courts and Apartment Courts Historic Context Statement, September 2021
Sacramento Historic District Plans, December 2019
Asian American Pacific Islanders in California, 1850-1970 Statewide Historic Context Statement, October 2019
Historic Resource Surveys &
Context Statements
Pacific Grove Historic Resources Inventory update, October 2019 Mill Valley Historic Context Statement & Survey update, September 2018
Korean Americans in Los Angeles, 1905-1980, SurveyLA efforts, August 2018
Sacramento General Plan, R Street Corridor Survey, March 2015 Southeastern San Diego Historic Context Statement, August 2014 Pebble Beach Historic Context Statement, June 2013
SOMA Filipino Heritage Addendum to the South of Market Historic Context Statement, San Francisco, March 2012
Pacific Grove Historic Context Statement, October 2011
Arroyo Grande Historic Context Statement and Historic Resources Survey, August 2011
Sunland-Tujunga, Shadow Hills, Lake View Terrace, and
Hollywood SurveyLA Group 1, June 2011
Japantown Historic Context Statement, San Francisco, revised May 2011
San Ysidro Reconnaissance Survey and Historic Context
Statement, October 2010
Heritage Napa Historic Resource Inventory Update & Surveys, February 2010
NASA Jet Propulsion Labroatory Survey, Inventory, & Historic Context Statement, Pasadena, December 2009
Project PRISM (Preserve Richmond to Interpret & Support Memories) Historic Context Statement, Richmond, October 2009 City of Charleston Historic Preservation Plan Update, Jan 2008 Mission / SOMA Area Plans Historic Resource Survey, San Francisco, December 2006
FIRM EXPERIENCE & QUALIFICATIONS /
Page & Turnbull has extensive experience preparing historic context statements and performing reconnaissance-level survey to determine contributing and non-contributing resources based on the evaluation criteria outlined in the HCS.
11 FIRM EXPERIENCE & QUALIFICATIONS /
Location
Pacific Grove, CA
Size
1,280 parcels
Timeline
2018-2019
Scope
Historic Resources Survey
Historic Context Statement
DPR Forms
Cost
$200,000.00
Client Reference
Anastazia Aziz, Director
City of Pacific Grove,
Community Development
Department
831.648.3192
[email protected]
Pacific Grove Historic Resources
Inventory Update
Page & Turnbull has worked closely with the City of Pacific Grove on a number of cultural resources planning projects over the years with the shared goal of strengthening the city’s historic preservation program.
In 2011, Page & Turnbull completed the Pacific Grove Historic Context Statement and provided written recommendations for future actions that could help improve the City of Pacific Grove’s preservation program. One such recommendation was to update the city’s Historic Resource Inventory (HRI) which included some 1,280 properties, and had generally not been updated since first established in 1978.
In 2018, Page & Turnbull conducted a survey of all the properties on the HRI to evaluate whether or not they retained sufficient integrity to remain on the HRI and to identify potential historic districts. Fieldwork was conducted with a mobile survey created by Page & Turnbull, which used the AppSheet mobile application.
The data collected was then used to produce California state survey forms (DPR forms) for all 1,280 properties. Page & Turnbull produced maps using Esri ArcGIS to illustrate the HRI Update Survey Report.
Page & Turnbull also conducted outreach throughout the project and participated in several community workshops to ensure that residents, property owners, and other community stakeholders. The HRI Update Survey Report, including all DPR forms, was approved by the Pacific Grove City Council in October 2019.
12 City of Salinas Historic Resources Survey Update
FIRM EXPERIENCE & QUALIFICATIONS /
Location
San Luis Obispo, CA
Size
City-wide
Timeline
2024-present
Scope
Historic Context Statement
Historic Preservation Ordiance
Cost
$77,215.00
Client Reference
Brian Leveille
Senior Planner
City of San Luis Obispo
805.781.7166
[email protected]
San Luis Obispo Historic Context
Statement & Ordinance Update
Page & Turnbull’s Cultural Resources Studio is working with the City of San Luis Obispo to update the city’s Historic Context Statement and Historic Preservation Ordinance to help lay the groundwork for a future citywide survey update.
Revisions to the existing context statement, adopted in 2013, will include and expand discussion of diverse communities in San Luis Obispo’s history as well as the city’s later 20th-century growth and development. Updates to the Historic Preservation Ordinance are guided by discussions with city staff and Cultural Heritage Committee members, Page & Turnbull’s experience working with cities across California, and the requirements and guidelines for the Certified Local Government program. For both the HCS and HPO updates, Page & Turnbull is collaborating with the city to seek community input. 13 FIRM EXPERIENCE & QUALIFICATIONS /
Location
Palo Alto, CA
Size
City-wide
Timeline
2022-2024
Scope
Historic Resources Survey
Nomination Forms
Cost
$90,445.00
Client Reference
Amy French
Chief Planning Official
City of Palo Alto
650.329.2336
[email protected]
Palo Alto Historic Resources
Reconnaissance Survey
Page & Turnbull conducted a Historic Reconnaissance Survey for the City of Palo Alto with two main objectives: updating the list of historic properties to reflect changes in eligibility over the past 22 years, and nominating properties that still qualify for inclusion on the Palo Alto Historic Inventory.
In 2022, Palo Alto’s City Council directed the City Planning Division staff to review the list of properties that were previously deemed eligible for listing in the National Register of Historic Places in the City’s 1997-2001 Palo Alto Historical Survey Update. At that time, the properties were not listed on the local Palo Alto Historic Inventory and therefore did not benefit from either the protections or the incentives that are available to locally listed properties.
Page & Turnbull surveyed 167 properties and prepared nominations to the Palo Alto Historic Inventory for 147 properties that remained eligible historic resources. Page & Turnbull participated in public meetings and outreach with property owners throughout the project. The City decided during the course of the project to allow current property owners to opt in or out of designation. Through the public hearing process with the Historic Resources Board and City Council, properties were locally designated in April 2024 with the provision that more properties may be designated in the future. 14 City of Salinas Historic Resources Survey Update
FIRM EXPERIENCE & QUALIFICATIONS /
Location
Mill Valley, CA
Size
175 parcels, City-wide
Timeline
2017-2021
Scope
Historic Context Statement
Historic Resource Surveys
Cost
$86,300.00
Client Reference
Patrick Kelly
Director of Building & Planning
City of Mill Valley
415.388.4039
[email protected]
Mill Valley Historic Context
Statement & Survey Update
In order to implement the historic preservation policies and goals established in the city’s 2040 General Plan, Mill Valley contracted Page & Turnbull to produce a Historic Context Statement & Survey Update.
The purpose of the Historic Context Statement was to identify development themes, patterns, and property types and to provide eligibility standards and integrity thresholds for the evaluation of historic properties. Page & Turnbull prepared the Historic Context Statement following the standards developed by the California Office of Historic Preservation. Page & Turnbull conducted a reconnaissance survey of the 175 properties that had been previously identified as historically significant or potentially historically significant to determine their integrity and eligibility for listing in the National Register of Historic Places and California Register of Historical Resources, using the Historic Context Statement’s eligibility standards.
Page & Turnbull worked with a local Advisory Committee and facilitated extensive public engagement.
The Historic Context Statement and Historic Resources Survey Inventory Report underwent two rounds of public review and was unanimously approved by City Council in June of 2021. 15 FIRM EXPERIENCE & QUALIFICATIONS /
Location
Mountain View, CA
Size
175 parcels, City-wide
Timeline
2020-present
Scope
Historic Context Statement,
Historic Resources Survey
Preservation Ordinance
Cost
$455,340.00
Client Reference
Eric Anderson
Principal Planner
City of Mountain View
650.903.6306
eric.anderson2@mountain-
view.gov
Mountain View Preservation
Ordinance & Register Update
Page & Turnbull is developing a Historic Context Statement to guide the assessment of potential historic resources throughout Mountain View and create a framework for future preservation efforts in the City.
The document will focus closely on the history of the built environment in Mountain View, and will identify important themes, patterns, trends, and property types that shaped the City’s development.
Page & Turnbull is conducting a citywide survey and provide an update to the historic register, including the detailed evaluation of three Castro Street commercial properties for nomination to the National Register of Historic Places.
Page & Turnbull also reviewed Mountain View’s existing historic preservation ordinance to provide the legal framework for recognizing, protecting, and managing changes to the City’s historic resources.
Our team lead various community meetings and study sessions with the City to discuss the issues and opportunities that have been identified with regard to the various tasks and deliverables associated with this project.
16 City of Salinas Historic Resources Survey Update
Work Plan
SCOPE OF WORK /
1. PROJECT MANAGEMENT
1.1 PROJECT SET-UP:
Page & Turnbull (P&T) will execute the project contract and submit required documentation as needed. This task
involves setting up the project accounting and other internal structures. Page & Turnbull will also prepare and send a draft Project Workplan and Schedule in anticipation of the Project Kick-off Meeting.
1.2 PROJECT KICK-OFF MEETING:
P&T’s team will meet with the City of Salinas staff at the start of the project to discuss roles and responsibilities, align expectations about format and content of deliverables, and confirm the project schedule.
1.3 PROJECT MANAGEMENT AND TEAM MEETINGS
Project management will entail regular communication with City staff to coordinate upcoming milestones and issues to ensure that the project remains on schedule; internal review of all project deliverables; and budgeting, invoicing, and other management tasks throughout the project. We anticipate 30 minute bi-weekly meetings with City staff to keep apprised of the project.
2. HISTORIC CONTEXT
The 1989 Historical and Architectural Resources Survey and Preservation Plan contains what today we would consider portions of a Historic Context Statement (historic development context and evaluative criteria to inform survey work) and a Survey Report (survey methodology and summary of survey results). Best practices in historic preservation, as outlined by the California Office of Historic Preservation (OHP), dictates that a Historic Context Statement is needed to inform the survey effort, though a Historic Context Statement itself is an effort that is not specifically included in the City of Salinas’s Request for Proposals. As such, Page & Turnbull has outlined two options:
A. Include a focused historic context on property types and architectural styles with historic register criteria for architectural significance as a section of the Survey Report.
B. Prepare a Historic Context Statement per OHP
guidelines, which includes context and evaluation
guidance and considerations based on historic register
criteria associated with important events, people, and
communities, and architecture.
OPTION A: SURVEY REPORT HISTORIC CONTEXT
In Option A, Page & Turnbull will develop a historic context using existing content provided in the 1989 Historical and Architectural Resources Survey and Preservation Plan, the 2002 General Plan, and Salinas History prepared by the Salinas Public Library ca. 2009. The historic context will include Salinas history through the 1980s. Both the historic context and historic register criteria will be included in the Survey Report (see Task 3.5). Note: this approach will not include additional historic research or significance and integrity evaluation guidance and considerations, as typically included in a Historic Context Statement.
17 SCOPE OF WORK /
Subtasks associated with the Survey Report Historic Context include:
2.A.1 REVIEW EXISTING DOCUMENTATION:
P&T will review the 1989 Historical and Architectural Resources Survey and Preservation Plan and any other previous reports, planning documents, or historic resource documentation
about the City of Salinas supplied by City Staff.
2.A.2 WRITE HISTORIC CONTEXT:
P&T will prepare a historic context section in the Survey Report that will summarize existing documentation, include a narrative history of Salinas’s physical development and outline the eligibility criteria for the National Register of Historic Places and the California Register of Historical Resources. See Task 3.5 for a list of deliverables for the Survey Report.
OPTION B: HISTORIC CONTEXT STATEMENT
In Option B, Page & Turnbull will develop a Historic Context Statement to guide the assessment of potential historic resources throughout Salinas and create a framework for future preservation efforts in the City. The document will focus on the history of the built environment in Salinas, and will identify important themes, patterns, trends, and property types that shaped the City’s development to the recent
past. A discussion of eligibility and integrity thresholds for each property type according to state and national register criteria will be a key component of the document. The
document will be clearly organized for easy reference by planners and members of the public, and will be illustrated with photographs, maps, and other exhibits. The document’s format will follow the standards for historic context statements developed by the California Office of Historic Preservation (OHP).
Our work to complete the Salinas Historic Context Statement will be conducted as follows:
2.B.1 REVIEW EXISTING DOCUMENTATION:
P&T will review the 1989 Historical and Architectural Resources Survey and Preservation Plan, Salinas History by the Salinas Public Library, and any other previous reports, planning documents, or historic resource documentation about the City of Salinas supplied by City Staff. This may include, but is not limited to, Historic Resource Evaluation reports, CEQA documentation, GIS data, and other relevant documents.
Review of these materials will help focus our research and project efforts.
2.B.2 HISTORIC RESEARCH:
P&T will conduct historic research at local and online
repositories as needed regarding the history and significance of the area. This includes, but is not limited to, the Salinas Historical Association, Salinas History Center at the Salinas Public Library, Salinas Planning & Building Department, County of Monterey offices, and other relevant repositories. If public outreach is included in the scope, Page & Turnbull will also gather information from area residents and property owners at a community workshop held at the start of the project.
2.B.3 WINDSHIELD SURVEY:
P&T will conduct a windshield survey of property types in Salinas in order to confirm development patterns, relevant historical themes, areas of potential historic resources, and architectural styles. Field work will include photography and notes, and the methodology will be summarized in the HCS.
2.B.4 HISTORIC CONTEXT STATEMENT OUTLINE:
Based on the background review and survey results, P&T
will develop an outline for the HCS document. The outline will include the potential significant historic themes and subthemes, as well as likely property types associated with the themes. We will also recommend development periods
for the HCS that best relate to the City’s development history (likely up to approximately 1980). Page & Turnbull will submit the outline to the City for review and feedback.
Work Plan
18 City of Salinas Historic Resources Survey Update
SCOPE OF WORK /
2.B.5 WRITE HISTORIC CONTEXT STATEMENT:
P&T will consolidate comments and information into
a Historic Context Statement document. The historic
context will summarize existing documentation, include a narrative history of Salinas’s built environment and cultural landscapes, discuss significant historic themes, identify property types, establish eligibility standards and integrity thresholds for property types, and establish a framework and criteria for evaluating the significance and integrity of individual properties.
Based on our previous experience and Office of Historic Preservation (OHP) guidelines, we anticipate that the HCS will include:
à Title Page
à Table of Contents
à Executive Summary
à Project Background & Objectives
Definition of Geographic Area
Methodology & Research
Community Outreach
à How To Use This Document
Frequently Asked Questions
à Guidelines For Evaluation
Evaluation Criteria: National, State & Local levels
à Historic Context
Historical Overview
Relevant Themes and Periods of Significance
Associated Property Types (for each theme)
Eligibility Criteria & Integrity Considerations (for
each property type)
à Selected Bibliography
à Appendices (such as a list of potentially eligible properties or properties to consider for additional study)
The Salinas Historic Context Statement will be a working document, and drafts will be delivered as follows:
à Administrative Draft HCS
Submit to City Staff for review
Receive and log comments from City Staff
à Public Review Draft HCS
Incorporate comments on the Administrative Draft
HCS from City Staff into the Public Review Draft HCS
Submit to City Staff for review and posting for public comment
à Final Draft HCS
Incorporate comments on the Public Review Draft
HCS and the community into the Final Draft HCS
Submit to City Staff for review and adoption by the
Planning Commission and City Council
à Final Adopted HCS
Incorporate any comments on the Final Draft HCS
from the Planning Commission and City Council
Submit Final Adopted HCS
Work Plan
19 3. CITYWIDE SURVEY UPDATE
3.1 PRE-FIELDWORK RESEARCH:
P&T will review the 1989 Historical and Architectural
Resources Survey and Preservation Plan and existing National Register nomination forms and DPR 523 survey forms. Page & Turnbull may also review the Office of Historic Preservation Built Environment Resource Directory (BERD) and other
previous studies such as General Plan, Specific Plan, or project Environmental Impact Reports (EIRs). As part of the development of the Historic Context task, Page & Turnbull will review primary and secondary sources such as aerial and historical photographs, Sanborn Map Company fire insurance maps, and tract maps, which will additionally inform our understanding of citywide development for the purposes
of the survey. This review of past survey data, historic evaluations, and archival materials will provide a baseline understanding of the City’s existing and identified historic resources and overall city development patterns, to inform Page & Turnbull’s approach to survey fieldwork.
3.2 GIS DATABASE & MOBILE SURVEY APPLICATION SETUP:
The use of field survey tools for digital data collection is a cost saving measure when used effectively. P&T will utilize GIS parcel data provided by the City and/or County Assessor to map properties that will be surveyed and build a customized mobile survey application for use in the field with tablets or mobile devices. This data will provide baseline property information including Assessor Parcel Number
(APN), address, and year built. We understand that three identified historic districts and approximately 104 properties identified as eligible in 1989 will need to be resurveyed, and that approximately 15,500 parcels in the City have buildings constructed before 1980. We have experience using several mobile survey applications and propose using the Fulcrum app for this project, as it can collect customized, geolocated cloud-based data that can be exported to easily update the City’s existing GIS data.
3.3 RECONNAISSANCE-LEVEL SURVEY:
P&T will undertake a two-tiered methodology for conducting the citywide historic resources survey. We have used this tiered methodology for other successful survey projects, including the Pacific Grove Historic Resources Inventory Survey Update, Mill Valley Historic Resources Inventory Update, and Mountain View Citywide Survey. This approach is an effective and efficient means of documenting large numbers of properties and producing useful and consistent results.
P&T will conduct a reconnaissance-level survey of all age- eligible (at least 45 years old) properties, using the Historic Context’s evaluative criteria as the basis of evaluation.
This reconnaissance survey will be undertaken as a street- by-street windshield survey of all approximately 15,500 age-eligible properties. This effort will identify properties indicated to be eligible historic resources in 1989 that are no longer extant, and will inform the methodology and
approach to the intensive survey. During this reconnaissance- level survey, Page & Turnbull will identify potential historic resources and confirm or identify historic districts. We will then prepare a list and maps of potential historic resources and districts for review by the City to inform the efforts of the intensive survey and documentation Task 3.4.
Work Plan
SCOPE OF WORK /
20 City of Salinas Historic Resources Survey Update
3.4 INTENSIVE-LEVEL SURVEY:
P&T will conduct an intensive-level survey of all properties and districts previously found eligible in 1989 and properties that appear likely to be eligible individual historic resources and historic districts during the course of the reconnaissance- level survey. This intensive-level survey will identify properties that are eligible for the California Register and/ or National Register (note: the Salinas Historic Resources Board ordinance outlines California Register criteria for local designation.) The intensive-level survey will utilize the HCS evaluation guidance and considerations, if Phase 3 Option B is undertaken, and will require additional property- specific historic research in some cases. Properties will be documented using a customized mobile survey application and database, which will allow Page & Turnbull to record the following relevant information to prepare survey forms for eligible historic properties and districts:
à Digital photograph
à Assessor Parcel Number (APN)
à Address
à Year built
à Property type
à Architect or builder (if known)
à Architectural style
à Architectural features, materials, and alterations
à Assessment of integrity
à Development period
à HCS significance theme [if Phase 3, Option B selected] à Statement of significance
à California Historical Resource Status Code
P&T proposes to prepare brief DPR 523 survey forms for all individual properties surveyed during the intensive-level survey, which can be auto-generated from the customized mobile survey application and database, and which will allow for a more efficient and streamlined process. These forms will include bullet-point architectural descriptions and a clear and concise record of historic information. Each form will include a statement of significance based on either property type/architectural style (if Phase 2, Option A is selected) or on the development periods and historical themes established in the Historic Context Statement (if Phase 2, Option B is selected) and assessment of integrity. These forms will provide the information necessary to inform the City’s project review, Mills Act application process and individual property and/or historic district designation.
3.5 SURVEY REPORT:
The survey results and methodology will be synthesized in a written Survey Report. This document will identify project objectives, the properties surveyed, and will outline the research design. If Phase 2, Option A is selected, it will also include a brief historic context focused on property types and architectural styles. (Option B will direct readers to the separate Historic Context Statement report.) The report will conclude with the findings of reconnaissance and intensive surveys in a summary table. The Survey Report will include an Appendix with the survey forms prepared for eligible historic resources and districts. The findings of the Citywide survey, including information on eligible and non-eligible properties, will be consolidated into a spreadsheet and/or GIS shapefile for the purposes of updating the City’s GIS database.
The Survey Report drafts will be delivered as follows, and will include rounds of comments and revisions similar to the HCS as described previously:
à Administrative Draft Survey Report
à Public Review Draft Survey Report
à Final Draft Survey Report
à Final Adopted Survey Report
SCOPE OF WORK /
Work Plan
21 4. PUBLIC OUTREACH (OPTIONAL)
The City of Salinas’s Request for Proposals does not outline a public outreach plan. Page & Turnbull recommends the
following outreach tasks, which are typical of historic resource survey projects.
4.1 OUTREACH AND WORKSHOP MATERIALS:
P&T will work with City Staff to host two community
workshops to which area residents, property owners, and other community stakeholders will be invited. We will
coordinate with City Staff to develop the meeting and
invitations format and create graphics for outreach materials for each of the two community workshops. City Staff will be responsible for identifying any specific individuals to invite, publicizing the workshops through community
news bulletins, the city websites, social media, and other public notification methods, printing/sending invitations, maintaining the response list, securing meeting locations, providing language translation, and other logistics. Page & Turnbull will develop the content of the workshops, including presentation materials. Materials prepared for the community workshops, including a Frequently Asked Questions
document, will be made available for the City to post on the City’s website.
4.2 COMMUNITY WORKSHOP #1: INTRODUCTION AND
INFORMATION GATHERING:
Community Workshop #1 will be held early in the project effort to inform the community about the project and
the tasks involved, including educating the public about how these steps advance the City’s historic preservation program. The purpose of the workshop will also be to
gather information from community members that may
augment our formal research for the survey, and to facilitate a discussion about the significant historical themes of the city.
4.2 COMMUNITY WORKSHOP #2: PUBLIC REVIEW DRAFT SURVEY:
After P&T incorporates City Staff comments on the
Administrative Drafts of the survey findings into a Public Draft, P&T will host Community Workshop #2 to present the Public Draft and receive feedback from members of the community.
Comments received during Community Workshop #2 will be
documented and added to the comments received from City Staff for incorporation into the Final Draft. Page & Turnbull and City Staff may decide that public comments may also be emailed to City Staff during the public comment period.
We anticipate that City Staff will coordinate the logistics for Community Workshop #2, similar to Community Workshop
#1. This meeting will also present more detailed information about the benefits and requirements for owning a historic property (including the Mills Act).
5. PUBLIC HEARINGS (OPTIONAL)
5.1 PRELIMINARY DRAFT STAFF REPORT:
Once P&T has submitted the Final Draft HCS, Ordinance,
and Updated Register, City staff will bring the documents to the Planning Commission and the City Council for adoption.
City staff will gather any final comments from Planning Commission members, City Council, or members of the
public, and provide those in writing to P&T for incorporation into the Final report.
Work Plan
SCOPE OF WORK /
22 City of Salinas Historic Resources Survey Update
Fee Proposal: Option 2A
BUDGET /
Task Description
All Fee Per
Task
All Total
Hours
Staff Member
Christina
Dikas
Stacy
Kozakavich
Barrett
Reiter
Samantha
Purnell
Role Principal
Project
Manager
Cultural
Resources
Planner
Cultural
Resources
Planner
Hourly Bill Rate $270 $195 $150 $120
1 Project Management
Task hours per person 12 50 0 0
$12,990 62 Task fee per person $3,240 $9,750 $ - $ -
2A Survey Historic Context Section
Task hours per person 2 6 80 0
$13,710 88 Task fee per person $540 $1,170 $12,000 $ -
3 Citywide Survey Update
Task hours per person 6 120 706 646
$208,440 1478 Task fee per person $1,620 $23,400 $105,900 $77,520
4 Outreach (Optional)
Task hours per person 8 24 100 0
$21,840 132 Task fee per person $2,160 $4,680 $15,000 $ -
5 Public Hearing (Optional)
Task hours per person 8 24 24 0
$10,440 56 Task fee per person $2,160 $4,680 $3,600 $ - E Expenses
Fulcrum App Customization (DPR Forms) $1,000
Travel; mileage; parking; printing of drafts,
incidental printing, materials, and services. $7,500
C Contingency (15% of budget)
Project Management $1,949
Survey Historic Context Section $2,057
Citywide Survey Update $31,266
Outreach $3,276
Public Hearings $1,566
TOTAL CONTINGENCY $40,114
TOTAL FEE & EXPENSES AND HOURS $316,034 1816
23 Fee Proposal: Option 2B
BUDGET /
Task Description
All Fee Per
Task
All Total
Hours
Staff Member
Christina
Dikas
Stacy
Kozakavich
Barrett
Reiter
Samantha
Purnell
Role Principal
Project
Manager
Cultural
Resources
Planner
Cultural
Resources
Planner
Hourly Bill Rate $270 $195 $150 $120
1 Project Management
Task hours per person 12 50 0 0
$12,990 62 Task fee per person $3,240 $9,750 $ - $ -
2B Historic Context Statement
Task hours per person 9 34 160 186
$55,380 389 Task fee per person $2,430 $6,630 $24,000 $22,320
3 Citywide Survey Update
Task hours per person 6 120 706 646
$208,440 1478 Task fee per person $1,620 $23,400 $105,900 $77,520
4 Outreach (Optional)
Task hours per person 8 24 100 0
$21,840 132 Task fee per person $2,160 $4,680 $15,000 $ -
5 Public Hearing (Optional)
Task hours per person 8 24 24 0
$10,440 56 Task fee per person $2,160 $4,680 $3,600 $ - E Expenses
Fulcrum App Customization (DPR Forms) $1,000
Travel; mileage; parking; printing of drafts,
incidental printing, materials, and services. $7,500
C Contingency (15% of budget)
Project Management $1,949
Historic Context Statement $8,307
Citywide Survey Update $31,266
Outreach $3,276
Public Hearings $1,566
TOTAL CONTINGENCY $46,364
TOTAL FEE & EXPENSES AND HOURS $363,954 2117
24 City of San Mateo Historic Preservation Services
Project Schedule: Option 2A
PROJECT
MANAGEMENT
18 MONTHS
1 1
2A
3 SURVEY HISTORIC
CONTEXT SECTION
2 MONTHS
2A
CITYWIDE SURVEY
UPDATE
15 MONTHS
3 YEAR 2026
MONTH FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY
PROJECT MANAGEMENT
1.1 PROJECT SET-UP
1.2 PROJECT KICK-OFF MEETING
1.3 PROJECT MANAGEMENT
SURVEY HISTORIC CONTEXT SECTION
2A.1 REVIEW EXISTING DOCUMENTS
2A.2 HISTORIC CONTEXT SECTION
CITYWIDE SURVEY UPDATE
3.1 PRE-FIELDWORK RESEARCH
3.2 GIS DATA & MOBILE APP SETUP
3.3 RECON SURVEY (20,000 BUILDINGS)
3.4 INTENSIVE SURVEY
3.5 WRITE SURVEY REPORT
OUTREACH (OPTIONAL)
4.1 OUTREACH & COMM. MATERIALS
4.2 COMMUNITY WORKSHOP #1
4.3 COMMUNITY WORKSHOP #2
PUBLIC HEARINGS (OPTIONAL)
5.1 PLANNING COMMISSION HEARING
5.2 CITY COUNCIL HEARING
4 5
OUTREACH
(OPTIONAL)
18 MONTHS
4 PUBLIC HEARINGS
(OPTIONAL)
1 MONTHS
5 PROJECT SCHEDULE /
FINAL DELIVERABLE
DRAFT DELIVERABLE
CLIENT REVIEW PERIOD
MEETINGS/WORKSHOPS/HEARING
25 Project Schedule: Option 2B
PROJECT
MANAGEMENT
18 MONTHS
1 1
2B
3 HISTORIC CONTEXT
STATEMENT
2 MONTHS
2B
CITYWIDE SURVEY
UPDATE
15 MONTHS
3 YEAR 2026
MONTH FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY
PROJECT MANAGEMENT
1.1 PROJECT SET-UP
1.2 PROJECT KICK-OFF MEETING
1.3 PROJECT MANAGEMENT
HISTORIC CONTEXT STATEMENT
2B.1 REVIEW EXISTING DOCUMENTS
2B.2 HISTORIC RESEARCH
2B.3 WINDSHIELD SURVEY
2B.4 WRITE HCS OUTLINE
2B.5 WRITE HISTORIC CONTEXT STATEMENT
CITYWIDE SURVEY UPDATE
3.1 PRE-FIELDWORK RESEARCH
3.2 GIS DATA & MOBILE APP SETUP
3.3 RECON SURVEY (20,000 BUILDINGS)
3.4 INTENSIVE SURVEY
3.5 WRITE SURVEY REPORT
OUTREACH (OPTIONAL)
4.1 OUTREACH & COMM. MATERIALS
4.2 COMMUNITY WORKSHOP #1
4.3 COMMUNITY WORKSHOP #2
PUBLIC HEARINGS (OPTIONAL)
5.1 PLANNING COMMISSION HEARING
5.2 CITY COUNCIL HEARING
4 5
OUTREACH
(OPTIONAL)
18 MONTHS
4 PUBLIC HEARINGS
(OPTIONAL)
1 MONTHS
5 PROJECT SCHEDULE /
FINAL DELIVERABLE
DRAFT DELIVERABLE
CLIENT REVIEW PERIOD
MEETINGS/WORKSHOPS/HEARING
26 City of Salinas Historic Resources Survey Update
GENERAL CONTRACT REQUIREMENTS /
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:
CONTACT
(A/C, No):
FAX
E-MAIL
ADDRESS:
PRODUCER
(A/C, No, Ext):
PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
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).
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.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
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. $
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY
NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-
STATUTE
PER
LIMITS(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY)
POLICY EFF
POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE
DAMAGE TO RENTED
$PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-
JECT LOC
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
12/26/2023
Risk Strategies Company
2040 Main Street, Suite 450
Irvine, CA 92614
949-242-9240
www.risk-strategies.com CA DOI License No. 0F06675
RSC Insurance Brokerage
Risk Strategies Company
[email protected]
Page & Turnbull, Inc.
170 Maiden Lane, 5th Fl.
San Francisco CA 94108
77903875
*For Proposal Purposes Only
This certificate issued for Proposal Purposes only.
2,000,000
1,000,000
10,000
2,000,000
4,000,000
4,000,000
2,000,000
5,000,000
5,000,000
A OB3D457135 1/1/2024 1/1/2025
A OB3D457135 1/1/2024 1/1/2025
A OB3D457135 1/1/2024 1/1/2025
0
B Professional Liability PAAEP0010808 1/1/2024 1/1/2025 Per Claim: $2,000,000 Aggregate: $4,000,000
Citizens Insurance Company of America 31534
Arch Insurance Company 11150
77903875 | 24-25 GL-HNOA-UL-PL | Sherry Young | 12/26/2023 12:52:22 PM (PST) | Page 1 of 1 27 Concurrence with Contract Provisions
GENERAL CONTRACT REQUIREMENTS /
Page & Turnbull concurs with the provisions of the City of Salinas’ standard contract as outlined in the RFP . We acknowledge that, under certain circumstances and at the City’s discretion, specific provisions may be modified during final contract negotiations with the selected consultant.
We imagine change in historic and contemporary environments to cultivate thriving, sustainable, and resilient communities. 523 W. 6TH STREET , SUITE 1013, LOS ANGELES, CALIFORNIA 90013 TEL 213.221.1200 2600 CAPITOL AVENUE, SUITE 120 SACRAMENTO, CALIFORNIA 95816 TEL 916.930.9903 333 WEST SAN CARLOS STREET , SUITE 600, SAN JOSE, CALIFORNIA 95110 TEL 415.593.3226 170 MAIDEN LANE, 5TH FLOOR SAN FRANCISCO, CALIFORNIA 94108 TEL 415.362.5154
City of Salinas
Legislation Text
200 Lincoln Ave., Salinas,
CA 93901
www.cityofsalinas.org
File #: ID#24-678, Version: 1
Payment for ShotSpotter Service
Approve a Resolution authorizing the Purchasing Agent to execute a renewal subscription with SoundThinking, Inc. for a ShotSpotter subscription and increase the compensation by $490,000 for a revised not to exceed amount of $980,000 from December 14, 2024 to December 13, 2025.
City of Salinas Printed on 11/27/2024Page 1 of 1
powered by Legistar™
Page | 1
CITY OF SALINAS
COUNCIL STAFF REPORT
DATE: DECEMBER 3, 2024
DEPARTMENT: SALINAS POLICE DEPARTMENT
FROM: DANNY WARNER, ACTING CHIEF OF POLICE
BY: TONYA ERICKSON, POLICE SERVICES ADMINISTRATOR
DIANA CALIZO, ADMINISTRATIVE ANALYST I
TITLE: PAYMENT FOR SHOTSPOTTER SERVICE
RECOMMENDED MOTION:
A motion to approve a Resolution authorizing the Purchasing Agent to execute a renewal subscription with SoundThinking, Inc. for a ShotSpotter subscription and increase the compensation by $490,000 for a revised not to exceed amount of $ 980,000 from December 14, 2024 to December 13, 2025.
EXECUTIVE SUMMARY:
On August 31, 2016, the City of Salinas received $5.5 million from the State of California to go directly toward anti -gang and violence prevention efforts , with $1.5 million dedicated to three years of subscription services for ShotSpotter, as well as the purchase of necessary equipment and payment of associated implementation costs. City Council has approved payments to continue services in subsequent years, and on December 5, 2023 , a new Agreement with ShotSpotter was approved. Funding for the ShotSpotter service was approved by City Council as part of the Police Department’s FY 2024-25 Budget, and staff is now requesting approval of payment for the Annual Subscription Services for the period December 14, 2024, through December 13, 2025, under the terms and conditions of the existing agreement.
BACKGROUND:
On August 31, 2016, the City of Salinas received $5.5 million from the State of California to go directly toward anti -gang and violence prevention efforts, with $1.5 million dedicated to three years of subscription services for ShotSpotter, as well as the purchase of necessary equipment and payment of associated implementation costs. City Council accepted the funds and authorized the execution of the initial Agreement with ShotSpotter on August 30, 2016. The initial three -year subscription ended December 13, 2019, and on February 25, 2020, the City Council allocated additional funding and approved a new subscription agreement with ShotSpotter to continue services through December 13, 2020 . The funds for ShotSpotter were included in the Police Page | 2
Department’s subsequent annual budgets, and on December 5, 2023 , a new subscription Agreement was approved to continue services. Funding for the ShotSpotter service was approved by City Council as part of the Police Department’s FY 2024-25 Budget, and staff is now requesting approval of payment for the Annual Subscription Services for the period December 14, 202 4, through December 13, 2025, under the terms and conditions of the existing agreement.
ShotSpotter Flex helps law enforcement agencies by directing police officers to the precise location of gunfire incidents within seconds of the shots being fired. ShotSpotter uses acoustic sensors placed throughout the city t o identify when and where gunfire occurs. There is no video component and ShotSpotter sensors cannot record voices. The sensors are deployed to cover those areas of Salinas where gunfire is most likely to occur, based on data collection. ShotSpotter is currently used in more than 100 cities worldwide.
The goa l of ShotSpotter is to reduce gun violence and save lives . The information and data gathered assists law enforcement in solving crimes and in prosecuting those individuals responsible for gun violence in the community. Most recent available data show that in 2019, there were 252 ShotSpotter alerts, with only 7.9% of alerts having a matching call for service within 3 minutes and 300 feet of the shooting location. In 2020, there were 275 ShotSpotter alerts, with only 6.1% having a matching call for service . During Fiscal Year 2023-24, there were 322 ShotSpotter alerts and police officers were dispatched to 275 ShotSpotter incidents. While it remains critical for the community to call 911 , the location of the gunfire can sometimes be difficult for callers to identify. Additionally, the community may be reluctant to report gunfire or a potential crime for a variety of reasons, including fear of getting involved. With the ShotSpotter service, an alert is issued within approximately 60 seconds and the alert provides a location which is accurate to within 100-feet without the need for a resident’s report or call for service . This fast and accurate alert system allows the Police Department to respo nd immediately to the scene to locate and provide aid to potential victims.
The Police Department continues to work to obtain an updated data analysis related to ShotSpotter alerts and corresponding calls for service but have been challenged due to data system changes, including the implementation of a new Records Management System (RMS) within the last few years. We have significant anecdotal evidence, and below are four recent examples of ShotSpotter activations and the associated activity.
1. In August 2023, officers were dispatched to a ShotSpotter activation for 7 rounds.
Witnesses stated that they saw a male in the area and officers canvassed the area and located four shell casings and one live round. Subsequently, an officer authored a search warrant for a related residence and police officers located six weapons and over 1,000 rounds of ammunition. The suspect admitted shooting into the air the day of the incident and was booked at the Monterey County Jail.
2. In September 2023, a ShotSpotter activation indicated 2 rounds detected. Officers arrived the scene and began reviewing video surveillance of the suspect vehicle. The vehicle description matched a vehicle that the officer previously passed with two occupants inside. The occupants attempted to flee but were detained without incident.
Page | 3
3. In December 2023, Officers were dispatched to a ShotSpotter activation. As the Officers arrived at the scene, the victim flagged them down and stated that he and the suspect had been drinking and the suspect became upset. The suspect shot 3 rounds in the air and left the scene. Police Officers were able to locate and detain the suspect who was found to be driving under the influence, and officers located a weapon in the vehicle.
4. In October 2024, a ShotSpotter activation indicated 9 rounds detected. Officers arrived and located a victim who was suffering from gunshot wounds. A total of 11 fired casings and 3 live rounds were located at the scene. A Detective was assigned to this case, and through video surveillance positively identified 3 suspects, with a fourth suspect unidentified at the time. In November, a three-location search warrant was served, and the suspects were detained for attempted murder and gang enhancements. The fourth suspect was not at home during the time of the warrant service and is arrestable under these charges.
Funding for the ShotSpotter service was approved by City Council as part of the Police Department’s FY 202 4-25 Budget. S taff is now requesting approval to make the $490,000 payment for the Annual Subscription Services to cover the period December 14, 2024, through December 13, 2025. Terms and conditions of the existing Agreement shall apply. ShotSpotter is in Newark, California and there are no local vendors for this service.
POLICE COMMUNITY ADVISORY COMMITTEE:
The Chief of Police discussed the previous ShotSpotter renewal during the Chief’s Report to the Police Community Advisory Committee (PCAC) on October 25, 2023. The Committee had no questions at that time. The PCAC has not met recently, so this current renewal will be discussed when PCAC meetings resume in the new year.
CEQA CONSIDERATION:
Not a Project . The City of Salinas has determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA) (CEQA Guidelines Section 15378).
CALIFORNIA GOVERNMENT CODE §84308 APPLIES:
No, does not apply . The City of Salinas has determined that Government Code §84308/Levine Act does not apply to this proposed action.
STRATEGIC PLAN INITIATIVE:
The proposed resolution will support the City Council’s Strategic Plan Goal of Public Safety.
DEPARTMENTAL COORDINATION:
The Police Department consulted with the Legal Department regarding renewal and will coordinate with the Finance Department during the purchasing process.
Page | 4
FISCAL AND SUSTAINABILITY IMPACT:
Fund
Appropriation
Appropriation
Name
Total
Appropriation
Amount for
recommendation
FY 24-25
Operating
Budget Page
Last Budget
Action (Date,
Resolution)*
1000 40.4130-63.4980 Outside services
Maintenance -
Software
$1,143,000 $490,000 263 6/11/24, 22979
ATTACHMENTS:
Resolution
ShotSpotter Renewal Quote
ShotSpotter Services Agreement, approved 12/5/2023
RESOLUTION NO. (N.C.S.)
RESOLUTION AUTHORIZING PAYMENT TO SOUNDTHINKING, INC. FOR
SUBSCRIPTION-BASED SHOTSPOTTER SERVICE
WHEREAS, ShotSpotter helps law enforcement agencies by directing police officers to the precise location of gunfire incidents within seconds of the shots being fired by using acoustic sensors placed throughout the city to identify when and where gunfire occurs; and
WHEREAS, the City of Salinas originally entered into an agreement with ShotSpotter Flex on August 31, 2016 for the purchase of the subscription-based service for a three-year period, and has approved payments to continue services in subsequent years; and
WHEREAS, the City Council approved the current Agreement with SoundThinking, Inc. on December 5, 2023 to continue ShotSpotter services through December 13, 2024; and
WHEREAS, the Salinas Police Department desires to maintain the ShotSpotter subscription-based services under the terms and conditions of the existing Agreement, with funds already approved as part of the Department’s FY 2024-25 budget.
NOW, THEREFORE, BE IT RESOLVED that the Salinas City Council authorizes the Purchasing Agent to execute a renewal subscription with SoundThinking for a ShotSpotter Subscription,and increase the compensation by $490,000 for a revised not to exceed amount of $980,000 from December 14, 2024 to December 13, 2025.
PASSED AND APPROVED this 3rd day of December, 2024, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
APPROVED:
______________________________
Kimbley Craig, Mayor
ATTEST:
_________________________
Patricia M. Barajas, City Clerk
SoundThinking, Inc. DATE 7/12/2024
39300 Civic Center Dr., Suite 300 Quote # SALINASPD071224A Fremont, CA 94538-2337 Customer ID Salinas PD
Phone: 888.274.6877 Fax: 650.887.2106
Quote For: Quote valid until: 12/13/2024
Commander James Arensdorf Prepared by: K Isotalo
Salinas Police Department
312 E. Alisal Street
Salinas, CA 93901
Comments or Special Instructions:
Terri Greene Net 30
QUANTITY (mi²) UNIT PRICE
(per mi²) TAXABLE? AMOUNT
7.0 $70,000 $490,000
SUBTOTAL $490,000
TAX RATE
SALES TAX -
OTHER
TOTAL $490,000
Please indicate your acceptance of this quote by issuing a Purchase Order referencing the Quote # above.
SoundThinking will issue an invoice once we receive the PO.
If you have any questions concerning this Quote, please contact Karen Isotalo - Vice President, Sales Operations at 510.298.8668 or [email protected]
Quote
Renewal of Annual ShotSpotter (formerly Respond) Subscription Services for an additional one-year term (December 14, 2024 through December 13, 2025) for the 7.0 mi² coverage area. The proposed services will be delivered according to the terms and conditions contained in the SoundThinking Master Services Agreement dated December 18, 2023, which is incorporated herein by reference.
SALES DIRECTOR: TERMS:
DESCRIPTION
Annual ShotSpotter Subscription Services for
December 14, 2024 through December 13,
2025.
RESOLUTION NO. 22862 (N.C.S.)
RESOLUTION AUTHORIZING PAYMENT FOR SUBSCRIPTION-BASED
SHOTSPOTTER GUNFIRE LOCATION, ALERT AND ANALYSIS SERVICE
WHEREAS, ShotSpotter Flex helps law enforcement agencies by directing police officers to the precise location of gunfire incidents within seconds of the shots being fired by using acoustic sensors placed throughout the city to identify when and where gunfire occurs; and
WHEREAS, the City of Salinas originally entered into an agreement with ShotSpotter Flex on Augus t 31, 2016 for the purchase of the subscription -based service and a three -year subscription; and
WHEREAS, the City of Salinas approved a new Agreement with ShotSpotter on February 25, 2020, and has since approved annual renewal payments for service through December 13, 2023; and
WHEREAS, the Salinas Police Department desires to maintain the ShotSpotter subscription-based services under the terms and conditions of the existing Agreement, with funds already approved as part of the Department’s FY 2023-24 budget.
NOW, THEREFORE, BE IT RESOLVED that the Salinas City Council authorizes the Interim City Manager to execute a one-year Subscription Services Agreement from December 14, 2023, through December 13, 2024 in an amount not to exceed $490,000.
PASSED AND APPROVED this 5th day of December 2023, by the following vote:
AYES: Councilmembers Barrera, McShane, Osornio, Rocha, Sandoval and Mayor Craig
NOES: None
ABSENT: Councilmember Gonzalez
ABSTAIN: None
APPROVED:
_________________________
Kimbley Craig, Mayor
ATTEST:
_________________________
Patricia M. Barajas, City Clerk
DocuSign Envelope ID: 455832E3-E7DD-4C03-838E-D171D6F99E1D DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
SOUNDTHINKING™ MASTER SERVICES AGREEMENT
SoundThinking, Inc.
39300 Civic Center Dr., Ste. 300
Fremont, CA 94538
+1.888.274.6877
[email protected]
www.soundthinking.com
DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA
MASTER SERVICES AGREEMENT
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
Contents
1. EXHIBITS ....................................................................................................................................... 1
2. DEFINITIONS ................................................................................................................................ 1
3. SUBSCRIPTION SERVICES ...................................................................................................... 2
4. INITIAL TERM AND RENEWAL ................................................................................................ 2
5. LICENSE AND OWNERSHIP ..................................................................................................... 3
6. CONFIDENTIALITY AND PROPRIETARY RIGHTS .............................................................. 6
7. LIMITED WARRANTIES ............................................................................................................. 7
8. CUSTOMER OBLIGATIONS. ..................................................................................................... 8
9. INTELLECTUAL PROPERTY INFRINGEMENT ..................................................................... 9
10. INDEMNIFICATION AND LIMITATION OF LIABILITY ....................................................... 10
11. DEFAULT AND TERMINATON; REMEDIES ........................................................................ 11
12. TAXES .......................................................................................................................................... 11
13. NOTICES ...................................................................................................................................... 11
14. FORCE MAJEURE ..................................................................................................................... 12
15. ENTIRE AGREEMENT .............................................................................................................. 12
16. GOVERNING LAW ..................................................................................................................... 12
17. NO WAIVER ................................................................................................................................ 12
18. SEVERABILITY .......................................................................................................................... 13
19. DISPUTE RESOLUTION ........................................................................................................... 13
20. ASSIGNMENT ............................................................................................................................. 13
21. COMPLIANCE WITH LAWS .................................................................................................... 13
22. EQUAL EMPLOYMENT OPPORTUNITY .............................................................................. 13
23. GENERAL PROVISIONS .......................................................................................................... 14 EXHIBIT A – SOUNDTHINKING PROPOSAL ................................................................................... 15 ADDENDUM ONE – SHOTSPOTTER SUPPLEMENTAL TERMS .................................................. 1
DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ǀ Page 1 of 15
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
This Master Services Agreement (this “Agreement”) is entered into by and between SoundThinking™, Inc. (referred to herein as “SoundThinking”), with offices located at 39300 Civic Center Dr., Suite 300, Fremont, CA 94538, and the City of Salinas (hereinafter referred to as “Customer”), with offices located at 200 Lincon Avenue, Salinas, CA 93901, effective as of the last date of signature herein. SoundThinking and Customer may also be referred to in this Agreement individually as a “Party” or collectively as the “Parties”.
This Agreement and its exhibits define the deliverables, implementation, and support services for the SoundThinking Subscription Services to be provided under this Agreement and identified in SoundThinking’s Quotation attached hereto as Exhibit A.
In consideration of the Parties’ mutual covenants and promises set forth in this Agreement, the Parties agree as follows:
1. EXHIBITS
The following exhibits (“Exhibits”) and Addenda are attached to, and incorporated in this Agreement:
A. Exhibit A SoundThinking Quotation #SALINPD081023
B. Addendum One ShotSpotter® Supplemental Terms
2. DEFINITIONS
All capitalized terms not otherwise defined in this Agreement shall have the meanings set forth below:
A. Insight means the internet portal to which Customer will have access to Reviewed Alerts with respect to the ShotSpotter® Gunshot Detection, Location, and Forensics System.
B. CaseBuilder™, CaseBuilder™ Subscription Services, CaseBuilder ™ Software, or CaseBuilder ™ System means the SoundThinking case management software.
C. CaseBuilder™ǀCrime Gun, CaseBuilder™ǀCrime Gun Subscription Services, CaseBuilder™ǀCrime Gun Software, or CaseBuilder™ ǀCrime Gun System means SoundThinking’s gun crime tracking and analysis case management tool.
D. Confidential Information means that information designated by either Party as confidential or proprietary as further defined in Section 6 of this Agreement.
E. CrimeTracer™, CrimeTracer™ Subscription Services, CrimeTracer™ Software, or CrimeTracer™ System means the SoundThinking law enforcement search engine and information platform which enables customers to search data from agencies across the U.S.
F. Coverage Area means the area in square miles covered by the ShotSpotter® Subscription Services as set forth in Exhibit A and any increase to the Coverage Area as agreed to in writing between the Parties.
G. ResourceRouter™, ResourceRouter™ Subscription Services, ResourceRouter™ Software, or ResourceRouter™ System means the SoundThinking crime forecasting and patrol/task force management system.
DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ǀ Page 2 of 15
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
H. SafePointe™, SafePointe™ Subscription Services, SafePointe™ Software, or SafePointe™ System means, the SoundThinking weapons detection system
I. SafePointe Hardware means the SoundThinking owned sensors, cameras, servers, and networking equipment.
J. SafePointe Data means the images and video collected by the SafePointe Subscription Services , magnetic signatures, and motion data.
K. ShotSpotter®, ShotSpotter® System, ShotSpotter® Software, or ShotSpotter® Subscription Services means the ShotSpotter® Gunshot Detection, Location, and Forensic Analysis Service.
L. ShotSpotter Data means the data, information, and electronic files created, generated, modified, compiled, displayed, stored or kept in the course of providing the ShotSpotter Subscription Services, including, without limitation, information in Reviewed Alerts accessible through the ShotSpotter Subscription Services and/or Software.
M. Software or SoundThinking Software means collectively the SoundThinking applications identified in Exhibit A and the Addenda to this Agreement to which Customer will have access under this Agreement on a subscription basis. The term Software shall also mean any new applications supplemental to the Subscription Services provided by SoundThinking to Customer subsequent to the execution date of this Agreement, and if purchased by Customer, the SoundThinking API Subscription License.
N. Subscription Services or SoundThinking Subscription Services means collectively the services provided to Customer on a subscription basis under this Agreement to access, and SoundThinking’s maintenance of, the Software.
O. System means collectively the Software and Subscription Services provided under this Agreement.
3. SUBSCRIPTION SERVICES
A. SoundThinking will implement the applicable Subscription Services set forth in Exhibit A and the Addenda to this Agreement.
4. INITIAL TERM AND RENEWAL
The initial term of the Subscription Services under this Agreement shall commence on December 14, 2023 and end December 13, 2024.
The Subscription Services may be renewed for successive periods of one year each (or multiple years as mutually agreed upon in writing by the Parties), in accordance with the following procedure. SoundThinking shall provide Customer with a renewal notice s tating the renewal fees, terms , and conditions for the next successive renewal term approximately ninety (90) days prior to the expiration date of the then current term. Customer acknowledges that the Subscription Services fees, terms and conditions, and service levels hereunder are subject to change and that such fees, terms and conditions, and service levels may vary DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ǀ Page 3 of 15
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
from those applicable to this Agreement in successive renewal terms. Annual Subscription fees are subject to increase at a rate of 5% for C ustomers whose annual subscription fee is less than the current SoundThinking list price.
If Customer fails to renew prior to expiration of the then current subscription term, the Subscription Services will terminate in accordance with Section 5.C and the Customer’s access to the Subscription Services will be disabled.
5. LICENSE AND OWNERSHIP
In consideration for and subject to the payment of the annual Subscription Services fees as set forth in Exhibit A, Customer is granted a non-transferrable, non-exclusive and terminable license (“License”) to use the applicable SoundThinking Subscription Services , and ShotSpotter® Data for the Customer’s own internal purposes and, if applicable, permitting citizens to access the public facing components of the relevant Subscription Services as set forth in this Section 5 and the Addenda to this Agreement . Please read the terms and conditions of this Agreement carefully. By using any SoundThinking Subscription Services, you agree to be bound by the terms and conditions of this Agreement and its Addenda. If you do not agree to these terms, you must notify SoundThinking and discontinue any use of the SoundThinking Subscription Services.
A. License and Restrictions.
Software and Subscription Services. The Software is the proprietary product of SoundThinking, licensed to Customer on an annual subscription basis. The SoundThinking Software may incorporate components supplied to SoundThinking under license by third-party suppliers, and may be protected by United States patent, trade secret, copyright law and international treaty provisions.
All such rights in and to the Software and Subscription Services any part thereof is the property of SoundThinking or, if applicable, its suppliers. All right and title to the SoundThinking computer programs, including, but not limited to related documentation, technology, know-how and processes embodied in or made available to Customer in connection with the Subscription Services, patent rights, copyrights, trade secret rights, trademarks, and services marks remain with SoundThinking. Customer may not make any copies of the written materials or documentation that accompany any component of the Software, or use them, or any other information concerning the Subscription Services that SoundThinking has designated as confidential, for any purpose other than bona fide use of the Subscription Services or Software for in accordance with the terms of this Agreement, nor allow anyone else to do so. Customer shall not: (i) modify, adapt, alter, translate, copy, perform, or display (publicly or otherwise) or create compilations, derivative, new, or other works based, in whole or in part, on the Software, or on the Subscription Services; (ii) merge, combine, integrate, or bundle the Software, in whole or in part, with other software, hardware, data, devices, systems, technologies, products, services, functions, or capabilities; (iii) transfer, distribute, make available the Subscription Services, or Software to any person other than Customer; or (iv) sell, resell, sublicense, lease, rent, or loan the Subscription Services or Software, in whole or in part. No component of the Subscription Services, or Software may be used to operate a service bureau, rental or time-sharing arrangement.
DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ǀ Page 4 of 15
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
Nothing in this Agreement shall be construed as granting any right or title to any SoundThinking Software, the ShotSpotter Data, or any component thereof, or any other intellectual property of SoundThinking or its suppliers to Customer.
Customer shall not alter, remove or obscure any copyright, patent, trademarks, confidential, proprietary, or restrictive notices or markings on any component of the Subscription Services, Software or any documentation.
Use, duplication, or disclosure by applicable U.S. government agencies is subject to restrictions as set forth in in the provisions of DFARS 48 CFR 252.227-7013 or FAR 48 CFR 52.227-14, as applicable.
B. Export.
Customer acknowledges that the ShotSpotter System has been determined by the United States Department of State to be a controlled commodity, software and/or technology subject to the United States Export Administration Regulations of the U.S. Department of Commerce. Customer is specifically prohibited from the export, or re-export, transfer, consignment, shipment, delivery, downloading, uploading, or transmitting in any form, any ShotSpotter Software, ShotSpotter Subscription Services, ShotSpotter Data, documentation, or any component thereof or underlying information or technology related thereto, to any third party, government, or country for any end uses except in strict compliance with applicable U.S. export controls laws, and only with the express prior written agreement of SoundThinking. In the event that such written agreement is provided, Customer shall be responsible for complying with all applicable export laws and regulations of the United States and destination country, including, but not limited to the United States Export Administration Regulations of the U.S. Department of Commerce, including the sanctions laws administered by the U.S. Department of Treasury, Office of Foreign Assets Control (OFAC), the U.S. Anti-Boycott regulations, and any applicable laws of Customer’s country. In this respect, no resale, transfer, or re-export of the ShotSpotter System or any ShotSpotter System component exported to Customer pursuant to a license from the U.S. Department of Commerce may be resold, transferred, or reported without prior authorization by the U.S. Government. Customer agrees not to export, re-export or engage in any “deemed export,” or to transfer or deliver, or to disclose or furnish, to any foreign (non- U.S.) government, foreign (non-U.S.) person or third party, or to any U.S. person or entity, any of the ShotSpotter System, or ShotSpotter System components, Data, Software, Services, or any technical data or output data or direct data product thereof, or any service related thereto, in violation of any such restrictions, laws or regulations, or without all necessary registrations, licenses and or approvals. Customer shall bear all expenses relating to any necessary registrations, licenses or approvals.
In addition to the restrictions and requirements set forth above, the Customer shall not export, or re-export, transfer, consign, ship, deliver, download, upload, or transmit in any form, the CaseBuilder, CaseBuilder|Crime Gun, CrimeTracer, ResourceRouter, or SafePointe Subscription Services, the Software, documentation, or any component thereof, or underlying information or technology related thereto to any third party, government, or country for any end uses except in strict compliance with applicable U.S. export controls laws, and only with the express prior written agreement of SoundThinking. In the event that such written agreement is provided, Customer shall be responsible for complying with all applicable export laws and regulations of the United States DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ǀ Page 5 of 15
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
and destination country, including, but not limited to the United States Export Administration Regulations of the U.S. Department of Commerce, including the sanctions laws administered by the U.S. Department of Treasury, Office of Foreign Assets Control (OFAC), the U.S. Anti-Boycott regulations, and any applicable laws of the import country.
In addition to the foregoing, Customer shall not disclose, discuss, download, ship, transfer, deliver, furnish, or otherwise export or re-export any such item(s) to or through: (a) any person or entity on the U.S Department of Commerce Bureau of Industry and Security’s List of Denied Persons or Bureau of Export Administration’s anti-proliferation Entity List; (b) any person on the U.S.
Department of State’s List of Debarred Parties; (c) any person or entity on the U.S. Treasury Department Office of Foreign Asset Control’s List of Specially Designated Nationals and Blocked Persons; or (d) any third party or for any end-use prohibited by law or regulation, as any and all of the same may be amended from time to time, or any successor thereto.
C. Termination.
Customer agrees that its right to use any of the applicable Subscription Services, or Software, provided hereunder, including ShotSpotter Data, will terminate following thirty (30) day’s prior written notice due to a material breach of the terms of this Agreement, including failure to pay any sums to SoundThinking when due, or failure to renew the applicable Subscription Services prior to expiration of the then current subscription term unless such breach has been cured within said thirty (30) day period. In the event of a breach of SoundThinking’s intellectual property rights, SoundThinking at its sole discretion may terminate this Agreement immediately upon written notice to Customer. In the event of termination for any reason, Customer’s access to the applicable Subscription Services and Software will terminate and be disabled. Customer agrees that SoundThinking shall not be liable to Customer nor to any third party for any suspension of the Subscription Services resulting from Customer’s nonpayment of the Subscription Services fees as described in this section.
D. Modification to, or Discontinuation of the Subscription Services.
Upon reasonable notice to Customer, SoundThinking reserves the right at its discretion to modify, temporarily or permanently, the Subscription Services (or any part thereof). In the event that SoundThinking modifies the Subscription Services in a manner which removes or disables a feature or functionality on which Customer materially relies, SoundThinking, at Customer’s request, shall use commercially reasonable efforts to restore such functionality to Customer. In the event that SoundThinking is unable to substantially restore such functionality, Customer shall have the right to terminate the Agreement and receive a pro-rata refund of the annual Subscription Services fees paid under the Agreement for the subscription term in which this Agreement is terminated.
Customer acknowledges that SoundThinking reserves the right to discontinue offering the Subscription Services at the conclusion of Customer’s then current term. Customer agrees that SoundThinking shall not be liable to Customer or to any third party for any modification of the Subscription Services as described in this section.
DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ǀ Page 6 of 15
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
E. New Applications.
From time to time, at SoundThinking’s discretion, SoundThinking may release to its customer base, new applications supplemental to the Subscription Services. Customer’s use of such new applications shall be subject to the license, warranty, intellectual property, and support terms of this Agreement. Prior to general release, SoundThinking may request Customer to act as a pre-release test site for new applications, or major upgrades. Provided that Customer agrees in writing to such request, SoundThinking will provide a pre-release package explaining the details and requirements for Customer’s participation.
F. No Use by Third Parties.
Except as otherwise expressly set forth in this Agreement, use by anyone other than Customer of the Subscription Services, Software, documentation, or ShotSpotter Data is prohibited, unless pursuant to a valid assignment of this Agreement as set forth in Section 20 of this Agreement.
6. CONFIDENTIALITY AND PROPRIETARY RIGHTS
A. SoundThinking Confidential Information.
Customer acknowledges and agrees that the source code, technology, and internal structure of the SoundThinking Software, ShotSpotter Data, and SoundThinking Subscription Services, as well as documentation, operations manual(s) and training material(s), are the confidential information and proprietary trade secrets of SoundThinking, the value of which would be destroyed by disclosure to the public. Use by anyone other than Customer of the Subscription Services, documentation, and ShotSpotter Data is prohibited, unless pursuant to a valid assignment under this Agreement.
Unless prohibited by applicable law, the terms and conditions of this Agreement, including pricing and payment terms shall also be treated as SoundThinking’s confidential information. Customer shall not disassemble, decompile, or otherwise reverse engineer or attempt to reconstruct, derive, or discover any source code, underlying ideas, algorithms, formulae, routines, file formats, data structures, programming, routines, interoperability interfaces, drawings, or plans from the Software, or any data or information created, compiled, displayed, or accessible through the Subscription Services, in whole or in part. Customer agrees during the term of this Agreement, and thereafter, to hold the confidential information and proprietary trade secrets of SoundThinking in strict confidence and to not permit any person or entity to obtain access to it except as required for the Customer’s exercise of the license rights granted under this Agreement. Nothing in this Agreement is intended to or shall limit any rights or remedies under applicable law relating to trade secrets, including the Uniform Trade Secrets Act as enacted in applicable jurisdictions.
B. Customer Confidential Information
During the term of this Agreement or any subsequent renewals, SoundThinking agrees to maintain Customer information designated by the Customer as confidential to which SoundThinking gains access in the performance of its obligations under this Agreement, and not disclose such Customer Confidential Information to any third parties except as may be required by law. SoundThinking agrees that Customer’s Confidential Information shall be used solely for the purpose of performing SoundThinking’s obligations under this Agreement.
DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ǀ Page 7 of 15
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
C. Obligations of the Parties.
The receiving Party’s (“Recipient”) obligations under this section shall not apply to any of the disclosing Party’s (“Discloser”) Confidential Information that Recipient can document: (a) was in the public domain at or subsequent to the time such Confidential Information was communicated to Recipient by Discloser through no fault of Recipient; (b) was rightfully in Recipient’s possession free of any obligation of confidence at or subsequent to the time such Confidential Information was communicated to Recipient by such Discloser; (c) was developed by employees or agents of Recipient independently of and without reference to any of Discloser’s Confidential Information; or (d) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence.
A disclosure by Recipient of any Discloser Confidential Information (a) in response to a valid order by a court or other governmental body; (b) as otherwise required by law; or (c) necessary to establish the rights of either party under this Agreement shall not be considered to be a breach of this Agreement by the Recipient; provided, however, that Recipient shall provide prompt prior written notice thereof to the Discloser to enable Discloser to seek a protective order or otherwise prevent such disclosure. The Recipient shall use reasonable controls to protect the confidentiality of and restrict access to all Confidential Information of the Discloser to those persons having a specific need to know for the purpose of performing the Recipient’s obligations under this Agreement. The Recipient shall use controls no less protective than Recipient uses to secure and protect its own confidential, but not “Classified” or otherwise Government-legended, information.
Upon termination of this Agreement the Recipient, as directed by the Discloser, shall either return the Discloser’s Confidential Information, or destroy all copies thereof and verify such destruction in writing to the Discloser.
Unless the Recipient obtains prior written consent from the Discloser, the Recipient agrees that it will not reproduce, use for purposes other than those expressly permitted in this Agreement, disclose, sell, license, afford access to, distribute, or disseminate any information designated by the Discloser as confidential.
7. LIMITED WARRANTIES
A. SoundThinking warrants that the Software will function in substantial conformity with the SoundThinking documentation accompanying the Software and Subscription Services. The Software covered under this warranty consists exclusively of ShotSpotter, the ShotSpotter Dispatch, ShotSpotter Respond, and ShotSpotter Insight applications and user interface; CaseBuilder; CaseBuilder|Crime Gun; CrimeTracer; ResourceRouter, and SafePointe Software and Subscription Services that are made available to the Customer under this Agreement as identified in Exhibit A or any subsequent amendment to this Agreement. Additional limited warranties as applicable are set forth in the Addenda attached to this Agreement and incorporated herein.
B. SoundThinking further warrants that the Subscription Services, and Software shall be free of viruses, Trojan horses, worms, spyware, or other malicious code or components.
C. SoundThinking does not warrant or represent, expressly or implicitly, that any of its Subscription Services or Software will be uninterrupted or error free; or that any SoundThinking-supplied network will remain in operation at all times or under all conditions.
DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ǀ Page 8 of 15
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
D. Any and all warranties, express or implied, of fitness for high-risk purposes requiring fail-safe performance are hereby expressly disclaimed.
E. The Parties acknowledge and agree that the Subscription Services are not consumer goods, and are not intended for sale to or use by or for personal, family, or household use.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, AND THE APPLICABLE ADDENDA TO
THIS AGREEMENT SOUNDTHINKING MAKES AND CUSTOMER RECEIVES NO OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF
NON-INFRINGEMENT, QUALITY, SUITABLITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. CUSTOMER OBLIGATIONS.
Customer acknowledges and agrees that SoundThinking’s duties, including warranty obligations, and ability to perform its obligations to Customer under this Agreement shall be predicated and conditioned upon Customer’s timely performance of and compliance with Customer’s obligations hereunder, including, but not limited to:
A. Customer agrees to pay all sums due under this Agreement when they are due pursuant to the payment terms in Exhibit A.
Customer’s address for invoicing:
City of Salinas
Attn: Finance Department - Accounts Payable
200 Lincoln Ave.
Salinas, CA 93901
Email: [email protected]
B. Customer agrees to use reasonable efforts to timely perform and comply with all of Customer’s obligations allocated to Customer under this Agreement, and its Addenda.
C. Customer shall not permit any alteration, modification, substitution , or supplementation of any SoundThinking Subscription Services or web portal, or the combining, connection, merging, bundling, or integration of the SoundThinking Subscription Services or web portal into or with any other system, equipment, hardware, software, technology, function , or capability , without SoundThinking’s express prior written consent.
D. Unless otherwise expressly agreed in advance in writing by SoundThinking, Customer shall not authorize or appoint any contractors, subcontractors, original equipment manufacturers, value added integrators, systems integrators, or other third parties to operate, or have access to any part of the Subscription Services or Software.
E. In order to use the Subscription Services, Customer must have and maintain access to the World Wide Web to enable a secure https connection from the Customer’s workstation(s) to SoundThinking’s hosted services, either directly or through devices that acces s Web -based content. Customer must also provide all equipment necessary to make such (and maintain such) connection.
DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ǀ Page 9 of 15
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
F. Should criminal background checks or fingerprinting for SoundThinking employees performing any Services under this Agreement or an Addendu m hereto be required by Customer, or Federal or State regulations, such background checks or fingerprinting will be conducted by Customer .
G. Customer shall be responsible for the accuracy, quality, appropriateness, and legality of all Customer data, any other Customer business information used in any Subscription Services.
H. SoundThinking will assist the Customer in initially setting up passwords and user names for Customer’s employees, agents , or representatives to whom Customer designates access to the applicable Subscription Services (“Authorized Users”). Thereafter, Customer shall be responsible for assigning pass words and user names for each of its Authorized Users. Customer shall be responsible for maintaining the confidentiality and use of Customer ’s password and user names and shall not allow passwords and/or user names to be shared by Authorized Users; nor shall Customer permit any unauthorized users to access the Subscription Services. The maximum number of Authorized Users for the applicable Subscription Services is set forth in Exhibit A. Each Authorized User identification may only be used to access the applicable Subscription Services during one (1) concurrent login session.
I. Customer shall comply with all applicable laws, rules and regulati ons relating to the goods and services provided hereunder.
9. INTELLECTUAL PROPERTY INFRINGEMENT
SoundThinking will, at its expense, defend and indemnify Customer from and against losses, suits, damages, liability, and expenses (including reasonable attorney fees) arising out of a claim asserted in a lawsuit or action against the Customer by a third party unrelated to the Customer, in which such third party asserts a claim that the Subscription Services and/or Software, when used in accordance with SoundThinking’s user documentation, infringes any United States patent which was issued by the U.S.
Patent and Trademark Office, or United States copyright which was registered by the U.S. Copyright Office, as of the effective date of Customer’s agreement to license the applicable SoundThinking Subscription Services and Software (collectively “Action”), provided that Customer provides SoundThinking with reasonably prompt notice of any such Action, or circumstances of which Customer becomes aware that could reasonably be expected to lead to such Action including but not limited to any cease and desist demands or warnings, and further provided that Customer cooperates with SoundThinking and its defense counsel in the investigation and defense of such Action.
SoundThinking shall have the right to choose counsel to defend such suit and/or action, and to control the settlement (including determining the terms and conditions of settlement) and the defense thereof.
Customer may participate in the defense of such action at its own expense.
This Section 9 shall not apply and SoundThinking shall have no obligation to defend and indemnify Customer in the event the Customer or a third party modifies, alters, substitutes, or supplements any of the Subscription Services, or Software, or to the extent that the claim of infringement arises from or relates to the integration, bundling, merger, or combination of any of the same with other hardware, software, systems, technologies, or components, functions, capabilities, or applications not licensed by SoundThinking as part of the Subscription Services, nor shall it apply to the extent that the claim of DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ǀ Page 10 of 15
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
infringement arises from or relates to meeting or conforming to any instruction, design, direction, or specification furnished by the Customer, nor to the extent that the Subscription Services or Software are used for or in connection with any purpose, application, or function other than in accordance with the SoundThinking documentation accompanying the Subscription Services or Software.
If, in SoundThinking’s opinion, any of the Subscription Services, or Software may, or are likely to become, the subject of such a suit or action, does become the subject of a claim asserted against Customer in a lawsuit which SoundThinking is or may be obliged to defend under this section, or is determined to infringe the foregoing patents or copyrights of another in a final, non-appealable judgment subject to SoundThinking’s obligations under this section, then SoundThinking may in full and final satisfaction of any and all of its obligations under this section, at its option: (1) procure for Customer the right to continue using the affected Subscription Services or Software, (2) modify or replace such Subscription Services or Software to make it or them non-infringing, or (3) refund to Customer a pro-rata portion of the annual Subscription Services fees paid for the affected Subscription Services for the term in which the Agreement is terminated.
This Section 9 states the entire liability of SoundThinking and is Customer’s exclusive remedy for or relating to infringement or claims or allegations of infringement of any patent, copyright, or other intellectual property rights in or to any SoundThinking Subscription Services, SoundThinking Software or any component thereof. This section is in lieu of and replaces any other expressed, implied, or statutory warranty against infringement of any and all intellectual property rights.
10. INDEMNIFICATION AND LIMITATION OF LIABILITY
SoundThinking shall, at its expense, indemnify, defend, save, and hold Customer harmless from any and all claims, lawsuits, or liability, including attorneys' fees and costs, arising out of, in connection with, any loss, damage, or injury to persons or property to the extent of the gross negligence, or wrongful act, error, or omission of SoundThinking, its employees, agents, or subcontractors as a result of SoundThinking’s or any of its employees, agents, or subcontractor’s performance pursuant to this Agreement. SoundThinking shall not be required to indemnify Customer for any claims or actions caused to the extent of the negligence or wrongful act of Customer, its employees, agents, or contractors. Notwithstanding the foregoing, if a claim, lawsuit, or liability results from or is contributed to by the actions or omissions of Customer, or its employees, agents, or contractors, SoundThinking’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault.
In no event shall either Party, or any of its affiliates or any of its/their respective directors, officers, members, attorneys, employees, or agents, be liable to the other Party under any legal or equitable theory or claim, for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, indirect, incidental, or consequential damages, each of which is hereby excluded by agreement of the Parties, regardless of whether such damages were foreseeable or whether any Party or any entity has been advised of the possibility of such damages.
Except for its Intellectual Property infringement indemnity obligations under Section 9 of this Agreement, SoundThinking’s cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever arising out of or related to this Agreement, whether in contract, tort, by way of indemnification or under statute, and regardless of the form of action or legal theory shall not exceed (i) two (2) times the amount of the annual subscription fee(s) for the DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ǀ Page 11 of 15
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
twelve (12) month period in which the claim arises, or (ii) the amount of insurance maintained by SoundThinking available to cover the loss, whichever is greater. The foregoing limitations shall apply without regard to any failure of essential purpose of any remedies given herein.
11. DEFAULT AND TERMINATON; REMEDIES
Either Party may terminate this Agreement in the event of a material breach of the terms and conditions of this Agreement upon thirty (30) days’ prior written notice to the other Party; provided that the Party alleged to be in breach has not cured such breach within said thirty (30) day period.
In addition to the termination provisions in Section 5.C for failure to pay annual Subscription Services fees, upon the occurrence of a material breach of Customer’s obligations under this Agreement not susceptible to cure as provided in the preceding paragraph, SoundThinking may at its option, effective immediately upon written notice to Customer, either: (i) terminate SoundThinking’s future obligations under this Agreement, terminate Customer’s License to use the Subscription Services and Software, or (ii) accelerate and declare immediately due and payable all remaining charges for the remainder of the Agreement and proceed in any lawful manner to obtain satisfaction of the same.
12. TAXES
Unless otherwise included as a line item in Exhibit A, the fees due under this Agreement exclude any sales, use, value added or similar taxes that may be imposed in connection with this Agreement. Customer agrees that it shall be solely responsible for payment, or reimbursement to SoundThinking as applicable, of all sales, use, value-added or similar taxes imposed upon this Agreement by any level of government, whether due at the time of sale or asserted later as a result of audit of the financial records of either Customer or SoundThinking. If exempt from such taxes, Customer shall provide to SoundThinking written evidence of such exemption. Customer shall also pay any personal property taxes levied by government agencies based upon Customer’s use or possession of the items acquired or licensed in this Agreement.
13. NOTICES
Any notice or other communication required or permitted to be given under this Agreement shall be in writing delivered to the address set forth in this Agreement by certified mail return receipt; overnight delivery services; delivered in person; or via email with read receipt. A Party’s address may be changed by written notice to the other Party.
DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ǀ Page 12 of 15
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
Notices to Customer: Notices to SoundThinking:
City of Salinas SoundThinking, Inc.
Attn: Chief of Police Attn: CFO
200 Lincoln Ave. 39300 Civic Center Dr., Ste. 300
Salinas, CA 93901 Fremont, CA 94538
Email: [email protected] [email protected]
14. FORCE MAJEURE
In no event shall SoundThinking be liable for any delay or default in its performance of any obligation under this Agreement caused directly or indirectly by an act or omission of Customer, or persons acting under its direction and/or control, fire, flood, act of God, an act or omission of civil or military authority of a state or nation, strike, lockout, or other labor disputes, inability to secure, delay in securing, or shortage of labor, materials, supplies, transportation, or energy, failures, outages or denial of services of wireless, power, telecommunications, or computer networks, acts of terrorism, sabotage, vandalism, hacking, natural disaster or emergency, war, riot, embargo, or civil disturbance, breakdown or destruction of plant or equipment, or arising from any cause whatsoever beyond SoundThinking’s reasonable control. At SoundThinking’s option and following notice to Customer, any of the foregoing causes shall be deemed to suspend such obligations of SoundThinking so long as any such cause shall prevent or delay performance, and SoundThinking agrees to make, and Customer agrees to accept performance of such obligations whenever such cause has been remedied.
15. ENTIRE AGREEMENT
This Agreement and its Exhibits and Addenda represent the entire agreement and understanding of the Parties and a final expression of their agreements with respect to the subject matter of this Agreement and supersedes all prior written or oral agreements, representations, understandings, or negotiations with respect to the matters covered by this Agreement.
16. GOVERNING LAW
The validity, performance, and construction of this Agreement shall be governed by the laws of the state of California, without giving effect to the conflict of law principles thereof. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and shall not apply.
17. NO WAIVER
No term or provision of this Agreement shall be deemed waived, and no breach excused unless such waiver or consent is in writing and signed by both Parties. Any consent by either Party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any other, different, prior, or subsequent breach.
The failure of either Party to enforce at any time any of the provisions of this Agreement shall not constitute a present of future waiver of any such provisions or the right of either Party to enforce each and every provision.
DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ǀ Page 13 of 15
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
18. SEVERABILITY
If any term, clause, sentence, paragraph, article, subsection, section, provision, condition, or covenant of this Agreement is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Agreement, but the effect thereof shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement so adjudged to be invalid or unenforceable.
19. DISPUTE RESOLUTION
If the Parties disagree as to any matter arising under this Agreement or the relationship and dealings of the Parties hereto, then at the request of either Party, SoundThinking and Customer shall promptly consult with one another and make diligent, good faith efforts to resolve the disagreement by negotiation prior to either Party taking legal action. If such negotiations do not resolve the dispute within sixty (60) days of the initial request, either Party may take appropriate legal action.
20. ASSIGNMENT
This Agreement may not be assigned or transferred by either Party, nor any of the rights granted herein, in whole or in part, by operation of law or otherwise, without the other Party’s express prior written consent, which shall not be unreasonably withheld. Provided, however, that SoundThinking may assign or transfer this Agreement and/or SoundThinking’s rights and obligations hereunder, in whole or in part, in the event of a merger or acquisition of all or substantially all of SoundThinking’s assets. No assignee for the benefit of Customer’s creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, sheriff, or any other officer of a court, or other person charged with taking custody of Customer’s assets or business, shall have any right to continue or to assume or to assign these without SoundThinking’s express consent.
21. COMPLIANCE WITH LAWS
During the term of this Agreement SoundThinking will comply with all applicable local, state, and federal laws, statutes and regulations.
22. EQUAL EMPLOYMENT OPPORTUNITY
SoundThinking is committed to equal-employment principles, and the provisions outlined in the Equal Opportunity Clauses of Executive Order 11246, (41 CFR 60- 1.4), section 503 of the Rehabilitation Act of 1973, (41 CFR 60-741.5(a)), section 402 of the Vietnam Era Veterans Readjustment Act of 1974, (41 CFR 60-250.5(a)), and, the Jobs for Veterans Act of 2003, (41 CFR 60-300.5(a)) as well as any other regulations pertaining to these orders. SoundThinking’s decisions and criteria governing its hiring and employment practices are made in a non-discriminatory manner, without regard to age, race, color, national origin, citizenship status, gender (including pregnancy, childbirth or medical condition related to pregnancy or childbirth), gender identity or expression, sex, religion, creed, physical or mental disability, medical condition, legally protected genetic information, marital status, veteran status, military status, sexual orientation, or any other factor determined to be an unlawful basis for such decisions by federal, state, or local statutes.
DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ǀ Page 14 of 15
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
23. GENERAL PROVISIONS
A. This Agreement and its Addenda shall be binding on and inure to the benefit of the Parties and any permitted successors and assigns; however, nothing in this paragraph shall be construed as a consent to any assignment by either Party except as provided in Section 20 of this Agreement.
B. This Agreement shall not become a binding contract until signed by an authorized representative of each Party, effective as of the date of signature.
C. This Agreement and its Addenda may be executed in any number of identical counterparts, each of which shall be deemed a duplicate original.
D. The provisions of this Agreement and Addenda shall not be construed in favor of or against either Party because that Party or its legal counsel drafted this Agreement, but shall be construed as if all Parties prepared this Agreement.
E. An electronic signature copy of this Agreement and its Exhibits, Addenda, notices and documents prepared under this Agreement shall be considered an original. The Parties agree that any document in electronic format or any document reproduced from an electronic format shall not be denied legal effect, validity, or enforceability, and shall meet any requirement to provide an original or hard copy.
F. This Agreement is made for the benefit of the Parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the Parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
SIGNATURE PAGE FOLLOWS
DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ǀ Page 15 of 15
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
EACH PARTY’S ACCEPTANCE HEREOF IS EXPRESSLY LIMITED TO THE TERMS OF THIS
AGREEMENT, INCLUDING ITS EXHIBITS AND ADDENDA, AND NO DIFFERENT OR ADDITIONAL
TERMS CONTAINED IN ANY CONFIRMATION, PURCHASE ORDER, AMENDMENT OR OTHER
BUSINESS FORM, WRITING OR MATERIAL SHALL HAVE ANY FORCE OR EFFECT UNLESS EXPRESSLY AGREED TO IN WRITING BY THE PARTIES.
CITY OF SALINAS, CA SOUNDTHINKING, INC.
Accepted By (Signature) Accepted By (Signature)
Jim Pia
Printed Name Printed Name
Interim City Manager
Title Title
Date Date
APPROVED AS TO FORM:
Signature)
Christopher A. Callihan
Printed Name
City Attorney
Title
Date
DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA Roxanne Lerner
Director of Contracts
12/18/2023 | 10:40 AM PST
12/18/2023 | 11:03 AM PST
12/18/2023 | 11:06 AM PST
MASTER SERVICES AGREEMENT ADDENDUM ONE ǀ Page 1 of 15
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
EXHIBIT A – SOUNDTHINKING QUOTATION #SALINPD081023
ADDENDUM ONE - SHOTSPOTTER® SUPPLEMENTAL TERMS
SoundThinking, Inc. DATE 8/10/2023
39300 Civic Center Dr., Suite 300 Quote # SALINPD081023 Fremont, CA 94538-2337 Customer ID Salinas PD
Phone: 888.274.6877 Fax: 650.887.2106
Quote For: Quote valid until:12/13/2023
Commander James Arensdorf Prepared by: S Carpenter
Salinas Police Department
222 Lincoln Avenue
Salinas, CA 93901
Comments or Special Instructions:
Terri Greene Net 30
QUANTITY (mi²) UNIT PRICE
(per mi²) TAXABLE? AMOUNT
7.0 $70,000 $490,000
SUBTOTAL $490,000
TAX RATE
SALES TAX -
OTHER -
TOTAL $490,000
Please indicate your acceptance of this quote by issuing a Purchase Order referencing the Quote # above.
SoundThinking will issue an invoice once we receive the PO.
If you have any questions concerning this Quote, please contact Karen Isotalo - Vice President, Sales Operations at 510.298.8668 or [email protected] Quote
Renewal of Annual ShotSpotter (formerly Respond) Subscription Services for an additional one-year term (December 14, 2023 through December 13, 2024) for the 7.0 mi² coverage area. The proposed services will be delivered according to the terms and conditions contained in the Flex Services Agreement dated August 31, 2016, which is incorporated herein by reference.
DESCRIPTION
SALES DIRECTOR: TERMS:
Annual ShotSpotter Subscription
Services for 12/14/2023 through
12/13/2024.
DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ADDENDUM ONE ǀ Page 2 of 11
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
This Addendum One (“Addendum One”) to the SoundThinking™, Inc. Master Services Agreement (the “Agreement”) by and between SoundThinking, Inc. (“ SoundThinking”) and the City of Salinas, CA (“Customer”) is effective as of the last date of signature below.
The following provisions are expressly added to and made a part of the Agreement for the purposes of further defining the ShotSpotter® Subscription Services and terms of use. All terms and conditions of the Agreement shall remain in full force and effect. In the event of a conflict between this Addendum One and the Agreement, this Addendum One shall control:
In consideration of the Parties’ mutual covenants and promises set forth in this Addendum One, the Parties Agree as follows:
Section numbers correspond to the section numbers in the Agreement.
Section 2 DEFINITIONS
ShotSpotter
Insight means the internet portal to which Customer will have access to Reviewed Alerts with respect to the ShotSpotter® Gunshot Detection, Location, and Forensics System .
Coverage Area means the area in square miles covered by the ShotSpotter Services as set forth in Exhibit A and increase to the Coverage Area as agreed to in writing between the Parties.
Reviewed Alerts means the data reviewed by SoundThinking’s incident review staff related to gunfire incidents detected by the ShotSpotter Gunshot Detection, Location, and Forensic Analysis Service.
Section 3 SUBSCRIPTION SERVICES
ShotSpotter
B. Customer is an existing ShotSpotter end user. SoundThinking has previously installed the ShotSpotter System in the Coverage Area specified in Exhibit A attached to the Agreement.
SoundThinking will host the Subscription Services and may update the functionality and Software of the Subscription Services from time to time at its sole discretion and in accordance with the Agreement and this Addendum One.
C. For any expansions of the Customer’s Coverage Area, SoundThinking will be responsible for installation, and determining the location(s) for installation of acoustic sensor(s) (the “Sensors”) that detect gunshot-like sounds, and obtaining permission from the premises owner/property manager/lessee. SoundThinking owns, and is responsible for maintenance of the Sensors.
D. The ShotSpotter System acoustic Sensor may use wired, wireless, or cellular wireless communications which necessitates the existence of a real-time data communications channel from each Sensor to the SoundThinking hosted servers via a commercial carrier.
DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ADDENDUM ONE ǀ Page 3 of 11
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
The unavailability or deterioration of the quality of such wired, wireless, or wireless cellular communications may impact the ability of SoundThinking to provide the Subscription Services. In such circumstances SoundThinking will use commercially reasonable efforts to obtain alternate wired or wireless cellular communications or adjust the Coverage Area as necessary. In the event SoundThinking is unable to do so, SoundThinking will terminate the ShotSpotter Subscription Services and refund a pro-rata portion of the annual Subscription Services fee to Customer.
E. SoundThinking will provide Customer with user documentation, online help, written or recorded video training material, and other applicable documentation (as available).
F. SoundThinking will provide reasonable efforts to respond via email to requests for support relating to incident classification as defined in the Support Level Matrix provided at Attachment A.
G. During the term of the Agreement, SoundThinking will provide real-time gunfire analysis and alert services. After an explosive (or impulsive) sound triggers enough Sensors that an incident is detected and located, audio from the incident is sent to SoundThinking’s Incident Review Center (IRC) via secure, high-speed network connections for real-time qualification. Within seconds, a SoundThinking professional reviewer analyzes audio data and recordings to confirm gunfire or explosions. The qualified alert is then sent directly to the Customer’s dispatch center, PSAP, mobile/patrol officers, and any other relevant safety or security personnel, as determined by the Customer. The SoundThinking IRC will review gunfire incidents as further defined in Attachment A to this Addendum One.
H. The ShotSpotter Subscription Services shall consist of (i) providing access to the Customer of Reviewed Alerts delivered via the Insight password-protected internet portal and user interface supplied by SoundThinking; (ii) providing Customer access to historical Reviewed Alerts and incident information via the ShotSpotter Software; and (iii) other services as specified in the Agreement and its Exhibits or this Addendum One.
I. SoundThinking will use commercially reasonable efforts to respond to support requests as set forth in the Support Level Matrix provided at Attachment A to this Addendum One.
These requests may be made to SoundThinking through one of the following methods: 1) email to [email protected]; 2) Live Chat through the ShotSpotter Subscription Services applications: 3) A phone call to SoundThinking’s Customer Support organization at 888.274.6877, option 4. These are the only methods SoundThinking will receive and respond to support requests.
Tier 1 (as defined in the Support Matrix included at Attachment A). A SoundThinking Customer Support specialist will be responsible for receiving Customer reports of missed incidents, or errors in the Subscription Services, and, to the extent practicable over email or telephone, making commercially reasonable efforts to assist the Customer in resolving the Customer’s reported problems. In the event the problem cannot be resolved within 24 hours, requiring further research and troubleshooting, SoundThinking will use commercially reasonable efforts to resolve the issue within seventy-two (72) hours of receipt of the report. In the event that the ShotSpotter Subscription Service is fully DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ADDENDUM ONE ǀ Page 4 of 11
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
nonfunctional, and it is not due to power outage or other reasons that are outside of SoundThinking’s control, SoundThinking will work continuously to restore functionality of the Subscription Services in accordance with the standard ShotSpotter user documentation provided with the Subscription Services as soon as reasonably possible, and no later than seventy-two (72) hours of receipt of the report.
J. FORENSIC REPORTS.
i. Investigative Lead Summary (“ILS”). SoundThinking provides an on-demand report available through the ShotSpotter Respond Application. The Investigative Lead Summary (ILS) provides useful details about the approximate location, timing, and sequence of each shot fired during an incident. The ILS is very valuable on scene, helping law enforcement find shell casings, confirm witness accounts, and identify suspects. ILS reports are available immediately after an incident occurs via the mobile, web, or desktop ShotSpotter Respond application (machine-generated). The ILS is not a court-admissible document.
ii. Detailed Forensic Report (“DFR”). If requested by Customer, SoundThinking will provide a DFR for any ShotSpotter-detected incidents, including Reviewed Alerts. The DFR is intended to be a court-admissible document used by attorneys as part of a court case for the exact, verified timing, sequence and location of each shot fired. Secondarily, the DFR is available for use by law enforcement to obtain a search warrant or to investigate an Officer Involved Shooting.
DFRs must be requested in writing and addressed to the SoundThinking Customer Support Department. Requests may be submitted via the Forensics Services page under the Law Enforcement tab on SoundThinking’s website (www.soundthinking.com). SoundThinking will use commercially reasonable efforts to provide a DFR within ten (10) business days of receipt of the request.
K. EXPERT WITNESS SERVICES.
SoundThinking offers reasonable expert witness services, including Reviewed Alerts, for an hourly fee as set forth in Exhibit A of the Agreement, as well as reimbursement of all travel and per diem costs. If requested to provide such services, SoundThinking will invoice the Customer for the number of hours expended to prepare for and provide expert witness testimony, and actual travel expenses, upon completion of the services. Customer understands that SoundThinking undertakes to provide individuals whose qualifications are sufficient for such services, but does not warrant that any person or his or her opinion will be accepted by every court. SoundThinking requires at least fourteen (14) days prior notice of such a requirement in writing from the Customer. Customer must include dates, times, specific locations, and a point of contact for SoundThinking personnel. Due to the nature of legal proceedings, SoundThinking cannot guarantee that its services described in this section shall produce the outcome, legal or otherwise, which Customer desires. Payment for expert witness services described shall be due and payable when services are rendered regardless of the outcome of the proceedings.
DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ADDENDUM ONE ǀ Page 5 of 11
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
Section 4 INITIAL TERM AND RENEWAL
ShotSpotter
If Customer fails to renew prior to the expiration of the then current subscription term, The Subscription Services will terminate and the Customer’s access to the Subscription Services will be disabled. At its discretion, SoundThinking may remove the ShotSpotter System and any components from the Coverage Area at that time. If SoundThinking does not remove the ShotSpotter System from the Coverage Area, Customer may reinstate the ShotSpotter Subscription Services at a later date by renewing this Agreement and payment of the applicable reactivation and ShotSpotter Subscription Services renewal fees; however, Customer will not have access to any Reviewed Alerts that they would have had access to during the la psed period.
Section 5 LICENSE AND OWNERSHIP
ShotSpotter Data
A. Rights in Data.
SoundThinking shall own and have the unrestricted right to use the ShotSpotter Data, as that term is defined in the Agreement, for internal purposes such as research or product development. SoundThinking may provide, license, or sell the ShotSpotter Data on an aggregated basis to third parties (excluding press or media) to be used for research or analytical purposes, or for law enforcement and/or security purposes.
SoundThinking will not release or disseminate to any person or entity ShotSpotter Data related to or consisting of specific forensic or law enforcement sensitive incident information pertaining to any active inquiry, investigation, or prosecution, unless in response to a valid order or subpoena issued by a court or other governmental body, or as otherwise required by law. SoundThinking will not release, sell, license, or otherwise distribute the gunfire alert ShotSpotter Data to the press or media without the prior express written consent of an authorized representative of the Customer.
Customer shall have the unrestricted right to download, make copies of, distribute, and use the ShotSpotter Data within its own organization, exclusively for its own internal purposes, and for purposes of detecting and locating gunfire, routine archival recordkeeping, evidence preservation, and investigative, or evidentiary, and prosecutorial purposes, and for community engagement and community services initiatives. Customer shall not provide to, license the use of, or sell the ShotSpotter Data to any third parties, which restriction will not pertain to (i) the collaboration with other law enforcement agencies for the purposes of investigating and prosecuting crimes detected by the ShotSpotter Subscription Service; or (ii) government or non-governmental entities focused on the support of victims of gun crime in the local community; or (iii) entities focused on local community outreach and/or violence intervention.
Section 6 CONFIDENTIALITY AND PROPRIETARY RIGHTS
DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ADDENDUM ONE ǀ Page 6 of 11
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
SoundThinking Privacy Policy
A. SoundThinking Privacy Policy.
With respect to the ShotSpotter Subscription Services, SoundThinking has structured its technology, processes and policies in such a way as to minimize the risk of privacy infringements from audio surveillance while still delivering important public safety benefits to its customers. These efforts to maintain privacy include the following:
1) SoundThinking will not provide extended audio to customers beyond the audio snippet (1 second of ambient noise prior to a gunshot, the gunshot audio itself, and 1 second after the incident). SoundThinking will vigorously resist any subpoena or court order for extended audio that goes beyond an audio snippet.
2) SoundThinking will not provide a list or database of the precise location of Sensors to police or the public if requested and will challenge any subpoenas for this location data.
Section 7 LIMITED WARRANTIES
ShotSpotter Subscription Services and Software Additional Limited Warranties and Disclaimers
A. The ShotSpotter Subscription Services are not designed, sold, or intended to be used to detect, intercept, transmit, or record oral or other communications of any kind.
SoundThinking cannot control how the ShotSpotter Subscription Services are used, and, accordingly, SoundThinking does not warrant or represent, expressly or implicitly, that use of the ShotSpotter Subscription Services will comply or conform to the requirements of federal, state, or local statutes, ordinances, and laws, or that use of the ShotSpotter Subscription Services will not violate the privacy rights of third parties. Customer shall be solely responsible for using the ShotSpotter Subscription Services in full compliance with applicable law and the rights of third persons.
B. SoundThinking does not warrant or represent, expressly or implicitly, that the ShotSpotter System or its use will: result in the prediction or prevention of crime, apprehension or conviction of any perpetrator of any crime, or detection of any criminal; prevent any loss, death, injury, or damage to property due to any reason including the discharge of a firearm or other weapon; or in all cases result in a Reviewed Alert for all firearm discharges within the designated coverage area; or that the ShotSpotter-supplied network will remain in operation at all times or under all conditions.
C. SoundThinking expressly disclaims, and does not undertake or assume any duty, obligation, or responsibility for any decisions, actions, reactions, responses, failure to act, or inaction, by Customer as a result of or in reliance on, in whole or in part, the ShotSpotter Subscription Services, or Reviewed Alerts provided by SoundThinking, or for any DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ADDENDUM ONE ǀ Page 7 of 11
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
consequences or outcomes, including any death, injury, or loss or damage to any property, arising from or caused by any such decisions, actions, reactions, responses, failure to act, or inaction. It shall be the sole and exclusive responsibility of the Customer to determine appropriate decisions, actions, reactions, or responses, including whether or not to dispatch emergency responder resources. The Customer hereby expressly assumes all risks and liability associated with any and all action, reaction, response, and dispatch decisions, and for all consequences and outcomes arising from or caused by any decisions made or not made by the Customer in reliance, in whole or in part, on the ShotSpotter Subscription Services provided by SoundThinking, including any death, injury, or loss or damage to any property.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7 OF THE AGREEMENT AND THIS
ADDENDUM ONE, SOUNDTHINKING MAKES AND CUSTOMER RECEIVES NO OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY
WARRANTIES OF NON-INFRINGEMENT, QUALITY, SUITABLITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Section 11 DEFAULT AND TERMINATION; REMEDIES
Termination of Access to ShotSpotter Data
In addition to the termination provisions in Section 5. C of the Agreement, upon termination of the Agreement, Customer’s access to ShotSpotter Data will terminate, and SoundThinking will cease delivering Reviewed Alerts for ShotSpotter.
SIGNATURE PAGE FOLLOWS
DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ADDENDUM ONE ǀ Page 8 of 11
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
THE PARTIES HERETO HAVE EXECUTED THIS ADDENDUM ONE
CONTEMPORANEOUSLY WITH THE AGREEMENT.
CITY OF SALINAS, CA SOUNDTHINKING, INC.
Accepted By (Signature) Accepted By (Signature)
Jim Pia
Printed Name Printed Name
Interim City Manager
Title Title
Date Date
APPROVED AS TO FORM:
Signature)
Christopher A. Callihan
Printed Name
City Attorney
Title
Date
DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA 12/18/2023 | 10:40 AM PST
Director of Contracts
Roxanne Lerner
12/18/2023 | 11:03 AM PST
12/18/2023 | 11:06 AM PST
MASTER SERVICES AGREEMENT ADDENDUM ONE ǀ Page 9 of 11
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
ATTACHMENT A – SERVICE LEVEL AGREEMENT
ShotSpotter® Gunshot Detection, Location System
Reviewed Alert Service Levels
Summary
Under the terms and conditions of the SoundThinking Master Services Agreement and this Addendum One between SoundThinking, Inc. (“SoundThinking”) and Customer, SoundThinking commits to meet or exceed the following Service Level Agreement (SLA) standards as it provides its ShotSpotter Gunshot Location Services1:
Service SLA and Measurement
Gunshot Detection
& Location
90% of unsuppressed, outdoor gunfire incidents, using standard, commercially available rounds greater than .25 caliber, inside the Coverage Area will be detected and located within 25 meters of the actual gunshot location.
Reviewed Alerts 90% of gunshot incidents will be reviewed and published in less than 60 seconds.
Service Availability The ShotSpotter Gunshot Location System service will be available to the Customer 99.9% of the time with online access to ShotSpotter data, excluding scheduled maintenance windows.
Gunshot Detection & Location Performance
The ShotSpotter System will detect and accurately locate to within 25 meters of the actual gunshot location 90% of unsuppressed, outdoor gunshots fired inside the contracted coverage area using standard, commercially available rounds greater than .25 caliber.
Reviewed Alerts Service
SoundThinking’s real-time Incident Review Center (IRC) will review at least 90% of all gunfire incidents within 60 seconds. This human review is intended to confirm or change the machine classification of the incident type, and, depending on the reviewer’s confidence level that the incident is or may be gunfire, will result in an alert (“Reviewed Alert”) sent to the Customer’s dispatch center, patrol car mobile data terminals (MDT), and officer smartphones (via the ShotSpotter App), based on the following criteria:
Incident Type Action
High confidence incident is gunfire Reviewed Gunfire Alert, (Single Gunshot “SG” or Multiple Gunshots “MG”) sent to Customer’s
dispatch center, patrol car mobile data terminals
(MDT), and officer smartphones (via the
ShotSpotter Respond App)
Uncertain if incident is gunfire or not Reviewed Probable Gunfire (“PG”) Alert sent to Customer’s dispatch center, patrol car MDTs, and
officer smartphones
Low confidence incident is gunfire No alert will be sent; incident available for Customer review in the incident history available
through Insight
1 See attached “ShotSpotter – Definition of Key Terms” for a complete definition of terms associated with this SLA and further details in the expanded definitions listed below the Summary. The basis for this SLA and performance measurement will be total gunshot incidents as defined by the Definition of Key Terms.
DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ADDENDUM ONE ǀ Page 10 of 11
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
Reviewed Alerts are sent to the Customer’s dispatch center, patrol car MDTs, and officer smartphones.
Information in a Reviewed Alert will include the following:
“Dot on the map” with latitude and longitude indicating the location of the incident. Parcel address closest to location of the incident.
When available, additional situational awareness data points may be included, such as:
o Qualitative data on the type/severity of incident: Fully automatic, High Capacity o Other comments (if any)
The ShotSpotter Respond App, and Insight provide the Customer with full and immediate access to incident history including information SoundThinking uses in its internal review process. This information includes, among other things, the initial incident classification and any reclassifications of an incident, incident audio wave forms, and incident audio files. This data access is available as long as the Customer is under active subscription.
Service Availability
The ShotSpotter System 2 will be able to detect gunfire and available to users with online access to ShotSpotter data 99.9% of the time, on a 24x7 by 365 day per year basis, excluding: a) scheduled maintenance periods which will be announced to Customer in advance; b) select holidays; and c) third party network outages beyond SoundThinking’s control.
Customer SLA Credits
Each Service Level measurement shall be determined quarterly, the results of which will be reviewed during the periodic account review meetings with Customer. For each calendar quarter that SoundThinking does not meet at least two of the three above standards, a fee reduction representing one free week of service (for the affected Coverage Area) for each missed quarter shall be included during a future Customer renewal.
Service Level Exclusions and Modifications
SoundThinking takes commercially reasonable efforts to maintain Service Levels at all times. However, Service Level performance during New Year’s Eve and Independence Day and the 48-hour periods before and after these holidays, are specifically excluded from Service Level standards. During these excluded periods, because of the large amount of fireworks activity, SoundThinking uses fireworks suppression techniques3.
The SoundThinking sensors send incident information to the SoundThinking cloud via third party cellular, wireless or wired networks. SoundThinking is not responsible for outages on the third-party networks.
2 ShotSpotter Subscription Service includes all database, applications, and communications services hosted by SoundThinking, Inc. at our data center and specifically exclude Customer’s internal network or systems or 3rd party communications networks, e.g. Verizon, AT&T, Sprint/T-Mobile, or Customer’s Internet Service Provider. 3 SoundThinking will put the ShotSpotter System into "fireworks suppression mode" during this period in order to reduce the non-gunfire incidents required for human classification. SoundThinking will formally inform the Customer prior to the System being placed in fireworks suppression mode and when the mode is disabled. While in fireworks suppression mode, the incident alerts determined to be fireworks are not sent to the reviewer nor the Customer dispatch center, patrol car MDTs, and officer smartphones; however, these non-gunfire incidents will continue to be stored in the database for use if required at a later time.
DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ADDENDUM ONE ǀ Page 11 of 11
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
Service Failure Notification
Should SoundThinking identify any condition (disruption, degradation or failure of network, cloud, servers, sensors etc.) that impacts SoundThinking’s ability to meet the Gunshot Detection & Location standard (above), SoundThinking will proactively notify the Customer with: a) a brief explanation of the condition; b) how the Customer’s service is affected; and c) the approximate timeframe for resolution. SoundThinking will also notify the Customer once any such condition is resolved.
Customer Responsibilities
The purpose of the Reviewed Alert service is to provide incident data to the Customer, reviewed, analyzed and classified in the manner described above. However, it is the sole responsibility of the Customer to interpret the data provided, and to determine any appropriate follow-up reaction or response, including whether or not to dispatch emergency responder resources based on a Reviewed Alert. SoundThinking does not assume any obligation, duty or responsibility for reaction, response, or dispatch decisions, which are solely and exclusively the responsibility of Customer, or for the consequences or outcomes of any decisions made or not made by the Customer in reliance, in whole or in part, on any services provided by SoundThinking.
Customer must inform SoundThinking when Verified Incidents of gunfire are missed by the ShotSpotter System in order to properly calculate Performance Rate, as defined below.
Customer is responsible for providing any required workstations, mobile devices and internet access for the Customer’s dispatch center, patrol car MDTs, and officer smartphones, or Insight.
Support Level Matrix
Support Level Tier 1 Support (IRC) Tier 2 Support
(Customer Support)
Features Login support
Report a misclassification
Report a missed incident
Report a mislocated incident
Basic audio request
General/application questions
Request for ILS
Normal Support:
Analysis of missed gunshots
Detailed audio search
Performance analysis
Integration issues
Critical Support:
System outage
Hours of Operation 24x7x365 Normal Support: 5 am – 11 pm Pacific Time Zone
Escalation: 24x7x365
DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA MASTER SERVICES AGREEMENT ADDENDUM ONE ǀ Page 12 of 11
Copyright © 2023 SoundThinking, Inc. – Confidential
All rights reserved under the copyright laws of the United States
ShotSpotter – Definition of Key Terms
The ShotSpotter System will provide data for correct detection and accurate location for ninety percent (90%) of detectable (outdoor, unsuppressed) community gunfire which occurs within a coverage area, the “Coverage Area”, provided the measurement is Statistically Significant, as defined below. This performance rate shall be calculated as a percentage as follows:
𝑃𝑒𝑟𝑓𝑜𝑟𝑚𝑎𝑛𝑐𝑒 𝑅𝑎𝑡𝑒 =
𝑁𝑢𝑚𝑏𝑒𝑟𝐴𝑐𝑐𝑢𝑟𝑎𝑡𝑒𝑙𝑦𝐿𝑜𝑐𝑎𝑡𝑒𝑑
(𝑁𝑢𝑚𝑏𝑒𝑟𝐴𝑐𝑐𝑢𝑟𝑎𝑡𝑒𝑙𝑦𝐿𝑜𝑐𝑎𝑡𝑒𝑑 + 𝑁𝑢𝑚𝑏𝑒𝑟𝑁𝑜𝑡𝐷𝑒𝑡𝑒𝑐𝑡𝑒𝑑 + 𝑁𝑢𝑚𝑏𝑒𝑟𝑀𝑖𝑠𝑙𝑜𝑐𝑎𝑡𝑒𝑑) where the “Performance Rate” is a number expressed as a percentage, “NumberAccuratelyLocated” is the number of “Gunfire Incidents” occurring within the Coverage Area during the specified period for which the ShotSpotter System produced an Accurate Location, NumberMislocated is the number of Verified Incidents (a “Verified Incident” is an incident where Customer has physical or other credible evidence that gunfire took place) for which the ShotSpotter System produced an inaccurate location (i.e., a Mislocated Incident), and NumberNotDetected is the number of Verified Incidents for which the ShotSpotter System failed to report a location at all (i.e., Missed Incidents).
An “Accurate Location” shall mean an incident located by the ShotSpotter System to a latitude/longitude coordinate that lies within a 25-meter radius of the confirmed shooter’s location (25 meters = approximately 82 feet). “Detectable Gunfire” incidents are unsuppressed discharges of ballistic firearms which occur fully outdoors in free space (i.e. not in doorways, vestibules, windows, vehicles, etc.) using standard commercially available rounds of caliber greater than .25.
ShotSpotter Review Period is measured as the period commencing when the Incident Review Center (IRC) receives the alert and the first audio download to the time it is published to the customer.
ShotSpotter System performance is guaranteed after a “Statistically Significant” set of incidents has been detected in accordance with timeframes set forth herein and following DQV and commercial system acceptance. The ShotSpotter System is designed to detect gunfire which is typically well distributed throughout the Coverage Area; however, performance should not be construed to mean that 90% of gunfire fired at any given location within the Coverage Area will be detected and located within the guaranteed accuracy.
The ShotSpotter System is not a “point protection” system and is therefore not designed to consistently detect gunfire at every single location within the Coverage Area, but rather to Accurately Locate 90% of the Detectable Incidents in aggregate throughout the entire Coverage Area. There may be certain locations within the Coverage Area where obstacles and ambient noise impede and/or overshadow the propagation of acoustic energy such that locating the origin at those positions is inconsistent or impossible. The Performance Rate calculation is thus specifically tied to the Community Gunfire across the entire Coverage Area.
Statistically Significant shall be defined as measurements and calculations which shall be performed as follows: (a) Across an entire Coverage Area; (b) Aggregating over a period of at least 30 days under weather conditions seasonally normal for the area; and (c) Provided that the total number of gunfire incidents being counted is equal to or greater than: (i) thirty (30) incidents for systems of up to three (3) square miles of Coverage Area, or (ii) ten (10) incidents multiplied by the number of square miles of Coverage Area for systems where one or more Coverage Areas are three (3) square miles or larger.
DocuSign Envelope ID: D25DCE64-FD43-454C-8FB1-C2B3BF38E1FA City of Salinas
Legislation Text
200 Lincoln Ave., Salinas,
CA 93901
www.cityofsalinas.org
File #: ID#24-679, Version: 1
Fleet Management Software Renewal
Approve a Resolution authorizing the City Manager to execute a software agreement with Rarestep, Inc., dba Fleetio for the City’s fleet management software in an amount not to exceed $96,817.00 from January 15, 2025 to January 14, 2028, subject to the appropriation of funds.
City of Salinas Printed on 11/27/2024Page 1 of 1
powered by Legistar™
Page | 1
CITY OF SALINAS
COUNCIL STAFF REPORT
DATE: DECEMBER 3, 2024
DEPARTMENT: PUBLIC WORKS, FLEET DIVISION
FROM: DAVID JACOBS, PUBLIC WORKS DIRECTOR
BY: TERRY MILLEMAN, FLEET MANAGER
TITLE: FLEET MANAGEMENT SOFTWARE RENEWAL
RECOMMENDED MOTION:
A motion to approve a Resolution authorizing the City Manager to execute a software agreement with Rarestep, Inc., dba Fleetio for the City’s fleet management software in an amount not to exceed $96,817.00 from January 15, 2025 to January 14, 2028, subject to the appropriation of funds.
EXECUTIVE SUMMARY:
Staff requires a reliable fleet management software to automate essential operations to keep vehicles and equipment running efficiently and support data-based decisions. A reliable software is crucial to support the safe operation of City vehicles and minimize the risk of liability. Our current contract with Rarestep, Inc., dba Fleetio will expire January 15th, 2025. Staff is requesting the approval to enter into a nother three-year agreement with Rarestep, Inc., dba Fleetio for the City’s fleet management software for a 3-year term with total costs not to exceed $96,817.00.
BACKGROUND:
To support the safe operation of City vehicles and minimize the risk of liability, Staff requires an efficient and reliable fleet management software to track maintenance and inspections and allow reporting on fleet preventative maintenance, repairs, and i nspections. This system automates essential operations to keep vehicles and equipment running efficiently and support data -based decisions.
The City of Salinas in 2020 tested three separate fleet maintenance information systems. The City started with a system called Asset Works. While this system could help with tracking maintenance it was cumbersome to use. It was not intuitive, did not allow easy -to-use inspections, did not incorporate mobile-based photos, and was based on an older style platform. Then we tried RTA Fleet which operated much like Asset Works.
Page | 2
We then tried Fleetio and found it was intuitive and the workflows were such that anyone could use it with little training. Fleetio allows users to perform various inspections at any location using any smart device. Fleetio permits an unlimited number of users, thereby allowing unlimited inspections and simultaneous access. This allows us to see real -time issues while helping us capture mileage on each of the City of Salinas assets. This helps us create timely inspections based on usage, preventing the under or over servicing of vehicles and equipment. We’re able to properly maintain records for Federal Motor Carrier, California Bureau of Automotive repair, California Air Resources Board and the Monterey Bay Air Resources Board.
All these agencies require records of compliance.
Public Works Fleet, Fire, Police, and IT have all evaluated Fleetio and have been using this service since February 2021. The information storage is unlimited, and data is cloud- based. The City’s Information Systems Manager has evaluated and approved Fleetio as a viable software from the Information Systems perspective.
The three (3) year contract is paid over 3 years. The first-year annual fee is $29,250 will be due January 15 th, 2025, and will increase annually by roughly 10%. The second year will cost $32,175.00. And the third year will cost $35,392.00. For a total amount not to exceed $96,817.00
Fleetio listed on the U.S. General Services Administrati on (GSA) federal supplier list as an IT Schedule 70 contract holder, authorizing it as a government -approved supplier of fleet management software. The GSA federal supplier list provides federal, state, and local agencies with a list of pre -approved suppli ers which have been thoroughly vetted through a lengthy application, review, and approval process that list government negotiated pricing for approved products and services. IT schedule 70 enables companies to shorten procurement processes and streamline technology purchasing decisions by having access to pre-negotiated pricing.
The cooperative purchases with other government agencies are exempt from the competitive bid process per Salinas Municipal Code Section 12 -25 – Exceptions “cooperative purchasing with other governmental agencies.” General Services Administration (GSA) is a local government unit, public corporation, and public agency under GSA schedules. Rarestep (DBA Fleetio) GSA contract number is GS-35F-47QTCA20D0044.
CEQA CONSIDERATION:
Not a Project. The City of Salinas has determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA) (CEQA Guidelines Section 15378).
CALIFORNIA GOVERNMENT CODE §84308 APPLIES:
No
Page | 3
STRATEGIC PLAN INITIATIVE:
The requested Council action directly relates to Council’s Strategic Plans or Goals of providing “Operational Efficiencies” and “Investment Strategies/Risk Management”.
DEPARTMENTAL COORDINATION:
Fleet Maintenance has coordinated with the Police, Fire, and Information Technology Departments on the selection of this software and will continue to coordinate with the Finance and Legal Departments during the purchasing process.
FISCAL AND SUSTAINABILITY IMPACT:
Fund
Appropriation
Appropriation
Name
Total
Appropriation
Amount for
recommendation
FY 24-25
Operating
Budget Page
Last Budget
Action (Date,
Resolution)*
7120 50.5233-63.4980 Outside services
Maintenance -
Software
$37,335 $29,250 410 6/11/24, 22979
* The FY 24-25 Budget was adopted on June 11, 2024.
The first annual payment of $29,250 is appropriated in the FY24-25 Operating Budget. Additional funds for future years will be included in the budget development process.
ATTACHMENTS:
Council Resolution
Software Agreement
1 RESOLUTION NO. (N.C.S.)
A RESOLUTION AUTHORIZING THE CITY MANAGER TO RENEW AN
AGREEMENT FOR SERVICES WITH RARESTEP, INC. dba FLEETIO FOR FLEET
MANAGEMENT SOFTWARE
WHEREAS, the City requires a reliable fleet management software to automate essential operations in order to keep vehicles and equipment running efficiently and support data -base decisions; and
WHEREAS, the City relies upon centralized management of the City’s diverse fleet of vehicles and equipment for more effective utilization of resources; and
WHEREAS, Rarestep, Inc. dba Fleetio (“Fleetio”) will continue to provide technical and administrative support to accomplish successful implementation of the fleet software and ensure success throughout the duration of agreement; and
WHEREAS, funding for FY24-25 exists in the Fleets Operating Budget 50.5233-63.4980 and additional funds for future years will be requested during operating budget request.
NOW, THEREFORE, BE IT RESOLVED that the Salinas City Council authorizes the City Manager to execute a software agreement with Rarestep, INC, dba Fleetio for the City’s fleet management software in an amount not to exceed $96,817 from January 15, 2025 to January 14, 2028, subject to the appropriation of funds.
PASSED AND APPROVED this 3rd day of December 2024, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
APPROVED:
________________________
Kimbley Craig, Mayor
ATTEST:
_________________________
Patricia M. Barajas, City Clerk
Order Form
Rarestep, Inc., dba Fleetio
Customer Information
Customer: City of Salinas Contact: [counterpartySignerName_627Osme] Account ID:
[aEFleetioAccountIdTextField_bASksR
e] Billing Email: [email protected]
Account Executive: Grace Rankin Billing Address: 200 Lincoln Ave, Salinas, California 93901, United States
Order Information
Quote Expiration Date: January 13, 2025 Initial Term: 36 months Initial Term Start Date: January 15, 2025 Reference: 0065G00000yv9zzQAA Initial Term End Date: January 14, 2028
Subscriptions
Product Quantity Price Discount Per Payment Amount
Premium Subscription
Year 1 500 $93.60 37.5% $29,250.00
Premium Subscription
Year 2 500 $93.60 30% $32,760.00
Premium Subscription
Year 3 500 $93.60 22.5% $36,270.00
Any discount listed in the table above shall be applicable only to the Initial Term. Thereafter, such discount(s) shall revert to zero for any renewal terms.
Fleetio is required to charge sales tax on your order pursuant to certain state and local tax laws where it is registered to collect tax. Any applicable tax charges will appear separately on your invoice.
Payments
Upon execution of this Order Form and for each Renewal Term, if applicable, Customer shall pay the fees as described above. All monetary amounts are in United States dollars unless otherwise expressly stated.
Credit card or bank account (ACH) must be added to automatically process payments (“AutoPay”). Instructions will be sent upon agreement completion. The following types of customers are required to pay via AutoPay, with first payment to be made on the Initial Term Start Date and on the first day of each payment period thereafter (as indicated under “Payment Frequency” above, “Payment Period”): those on the Essential Plan, and those on any other Plan having an annual (or annualized) payment of less than $5,000.
Payment is due in full within 15 Days days of receipt for all invoices not paid via AutoPay as specified below. If Customer is paying by remittance (as specified below), then an invoice shall be issued on the Initial Term Start Date and on the first day of each Payment Period thereafter, if any.
Product Payment Frequency Payment Type
Premium Subscription Annual Remittance
Tax Exemption Information
Tax Exempt Customer: No
Onboarding Services
All onboarding services must be used within the 90-day period following the Initial Term Start Date. Customer and Fleetio agree to begin onboarding services within 30 days of the Initial Term Start Date.
Subscription Terms and Conditions
The parties agree to be legally bound by the Fleetio Government Terms of Service found at https://www.fleetio.com/terms/govt ("Govt Terms") and this Order Form. In the case of any conflict among the preceding documents, the Govt Terms shall govern. The Govt Terms and this Order Form constitute the entire agreement between the parties for the services above and cannot be modified (including by any purchase order not explicitly referenced and incorporated herein) without the prior written consent of both parties. THERE SHALL BE NO FORCE OR EFFECT TO ANY DIFFERENT TERMS OF ANY RELATED PURCHASE ORDER OR SIMILAR FORM EVEN IF SIGNED BY THE PARTIES AFTER THE DATE HEREOF.
Rarestep, Inc., dba Fleetio City of Salinas
[fleetioSignerSignatu
re_SN00Pqq]
[fleetioSignerTitle_DLm90nm] [counterpartySignerSignatur e_lPIhTkN]
[counterpartySignerTitle_1tdVv
ld]
Signature Title Signature Title
[fleetioSignerName_B
ND4idw]
[fleetioSignerDateField_X0WoZ
Hz]
[counterpartySignerName_X
T0sSx9]
[counterpartySignerDateField
_fzUABYO]
Name Date Name Date
Fleetio Support
Schedule: Fleetio Support Services
During the Term of this Order Form, Fleetio shall provide assistance to Customer via email, telephone, and online chat during normal Fleetio business hours as set forth on Fleetio’s website (https://www.fleetio.com/contact). Further, Customer shall have access to support documentation via Fleetio products at any time.
Fleetio shall use reasonable commercial efforts to correct, at no additional charge, any reproducible errors reported by Customer within the timeframes described in the table below:
Category Severity Definition Acknowledgement SLA Resolution SLA Critical
Production
Incidents
P1 Service
Down/Unusable:
An essential
customer business
service is critically
impacted and
there is no
workaround
available.
Within 1 business hour
of the incident being
logged by Customer via
the Fleetio support
portal. Status updates
may also be available at
status.fleetio.com.
ASAP.
Non-Critical
Production
Incidents
P2 Service Severely
Impaired: An
essential business
service is
impacted.
Within 8 business hours
of the incident being
logged by Customer via
the Fleetio support
portal.
Will be scheduled ASAP
to be addressed as the
product development
schedule permits.
Non-Critical
Production
Incidents
All other
Requests
Service Usable:
There is very little
to no impact to the
business. There
may or may not be
a workaround
available. May
reflect an area or
possible service
enhancement
Within 3 business days
of the incident being
logged by Customer via
the Fleetio support
portal.
Will be scheduled when
there are enough similar
cases accumulated to be
addressed in an update.
Fleetio shall review all requests for improvements and new functionality, but Fleetio shall have no obligation to provide any modifications to the Services.
Fleetio reserves the right, from time to time, to make modifications to support services (or particular components thereof), provided that such modifications do not materially reduce the support services in effect as of the Effective Date of this Order Form. Fleetio shall notify Customer of any such changes to support services.
Deal Desk Initials: [dealDeskInitials_0XHffmM]
AE Initials: [aEFleetioAccountIdInitials_PbA1Nry] City of Salinas
Legislation Text
200 Lincoln Ave., Salinas,
CA 93901
www.cityofsalinas.org
File #: ID#24-680, Version: 1
Fiscal Year 24-25 Public Art Plan Amendment
Approve a Resolution adopting the Fiscal Year 24-25 Public Art Plan Amendment including the increased appropriation of $15,000 from the Municipal Art Fund for a revised not to exceed $115,000; and authorizing the appropriation and expenditure of up to $30,000 from the Municipal Art Fund.
City of Salinas Printed on 11/27/2024Page 1 of 1
powered by Legistar™
Page | 1
CITY OF SALINAS
COUNCIL STAFF REPORT
DATE: DECEMBER 3, 2024
DEPARTMENT: LIBRARY & COMMUNITY SERVICES
FROM: KRISTAN LUNDQUIST, LCS DIRECTOR
BY: JOSE ARREOLA, ASSISTANT TO THE CITY MANAGER
TITLE: FISCAL YEAR 24-25 PUBLIC ART PLAN AMENDMENT
RECOMMENDED MOTION:
A motion to approve a Resolution:
1. Adopting the Fiscal Year 24-25 Public Art Plan Amendment including the increased appropriation of $ 15,000 from the Municipal Art Fund for a revised not to exceed $115,000; and
2. Authorizing the appropriation and expenditure of up to thirty thousand dollars ($30,000) from the Municipal Art Fund.
EXECUTIVE SUMMARY:
The annual public art plan amendment recommends an additional $15,000 be made available during FY 24-25. This would increase funding for a Public Art Event Grant program in the amount of $20,000 that would support new or existing art centered events and provide $10,000 to evaluate and assess the municipal art collection.
BACKGROUND:
On May 16, 2017, the City Council adopted an Ordinance establishing a Public Art Program. The Ordinance created a Municipal Art Fund which is funded exclusively from contributions made by public construction projects: The Ordinance imposes upon the City the requirement to contribute an amount not to exceed on -half percent (0.5%) of the total project cost of each eligible capital improvement program project to a Municipal Art Fund.
Citing “that the funding currently generated from the Public Art Program is insufficient to meet the goals and the objectives in originally establishing the Public Art Program,” the City Council voted to increase the annual allocation to the municipal art fund at their regular meeting on May 23, 2023. The money for the fund comes from a fee on the value of eligible capital improvement program construction project funded by the General Fund, Measure G and E. The fee is 1% of Page | 2
qualified completed CIPS plus $100,000. The money is deposited into the fund every June and at the end of the fiscal year.
One of the PAC’s primary activities is the preparation of an Annual Public Arts Plan that includes specific activities that promote public art and recommends the release of funds from the Municipal Art Fund to cover the costs of the activities described in the annual plan. Per ordinance, the Public Arts Annual Plan will be submitted to the City Council annually no later than April 1.
At the August 21, 2023, PAC meeting an Annual Plan sub-committee was established. The sub- committee met three times (on Oct. 19, 2023, Jan. 22, 2024 & Feb. 20, 2024) to prepare a draft plan. Consistent with the FY 2024 Annual Public Art Plan, t he sub-committee is recommending continuing the grant program that would support new or existing art centered events with a required match of funds while prioritizing funding for new or expanded events . The sub-committee recommended $10,000 be made available for the grant program. Max awards of $5,000 with no minimum would be available. The grant application period will be six to eight weeks long. The sub-committee would like to allocate an additional $5,000 to conduct the biennial cyclical maintenance survey of the municipal art collection as required by “Art in Public Places Policies and Procedures Manual”. In total the sub-committee recommends that the Public Art Commission request $15,000 for fiscal year 2025.
At their regular meeting on Monday, February 26, 2024 the PAC voted unanimously to “receive the annual public art plan and recommend the Salinas City Council adopt the fiscal year 202 5 public art plan including the appropriation of $15,000 from the municipal art fund”.
The City Council adopted the Fiscal Year 2024-2025 Public Art Plan at its meeting on March 12, 2024; however, concerns were raised regarding the actual available funds. Following additional consultation with the Finance Department, an email was sent to the Public Art Commission and City Council on March 28, 2024, clarifying that the $100,000 general fund allocation approved by the City Council on May 15, 2023, had been accounted for. An initial $50,000 was added to the Municipal Art Fund in December 2023, and a second installment of $50,000 was transferred to the fund in June 2024.
While the ordinance requires an Annual Public Art Plan to be submitted to the City Council each year by April 1, this does not preclude the PAC from recommend ing adjustments to the City Council. The PAC approved reconvening the Annual Plan subcommittee at their May 20, 2024, meeting to evaluate the current approved plan and funding to determine if changes should be recommended to the City Council. The current c ash balance of the Municipal Art Fund is $258,030.
The Annual Plan subcommittee met on July 1, 2024, to reevaluate the plan. Discussions included developing a mural grant program and an annual city art collection show. Staff also recommended funding for a public art installation at Closter Park, which is currently an unfunded component of the Closter Park renovation project. The subcommittee expressed concerns about whether this was the appropriate type of project for the Municipal Art Fund, indicating that these ideas require more preparation, and the staff should further develop them for the FY 25-26 Annual Plan. Additionally, Page | 3
the subcommittee prioritized saving funds for future projects and expanding the Public Art Event Grant, leading to the followin g recommendations for an amendment to the Fiscal Year 24 -25 Public Art Annual Plan:
Increase the Public Art Event Grant Program from $10,000 to $20,000; and Increase the funding for a maintenance survey of art inventory from $5,000 to $10,000.
The Amendment to the Fiscal Year 24-25 Public Art Plan was scheduled to be considered by the Public Art Commission at their August 19, 2024 meeting. Unfortunately, this meeting was cancelled due to lack of quorum. The item was rescheduled to the November 18, 2024 m eeting and this meeting also had to be cancelled due to lack of quorum.
The additional funds need to be appropriated so that staff can move forward with a process to award the funding for public art event grants. As such, staff is recommending that the FY 24-25 Public Art Plan Amendment move forward to the City Council for action.
CEQA CONSIDERATION:
Not a Project . The City of Salinas has determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA) (CEQA Guidelines Section 15378).
CALIFORNIA GOVERNMENT CODE §84308 APPLIES:
No
STRATEGIC PLAN INITIATIVE:
Approving the resolution will support the City Council’s Strategic Plan Goals of Public Safety and Youth and Seniors by investing in free public events open to Salinas residents.
DEPARTMENTAL COORDINATION:
LCS staff have been in communication with the City Attorney’s Office regarding impacts of grant projects and will coordinate with appropriate City Departments around public art events that are supported using the Municipal Art Fund.
FISCAL AND SUSTAINABILITY IMPACT:
Fund
Appropriation
Appropriation
Name
Total
Appropriation
Amount for
recommendation
FY 24-25
Operating
Budget Page
Last Budget
Action (Date,
Resolution)*
2507 63.6010 Outside Services
Professional
Services
$100,000 $30,000 173 6/11/24,22979
* The FY 24-25 Budget was adopted on June 11, 2024.
Page | 4
ATTACHMENTS:
Resolution
1 RESOLUTION NO. (N.C.S.)
A RESOLUTION OF THE CITY COUNCIL ADOPTING THE FISCAL YEAR 2024-25 PUBLIC ART PLAN AMENDMENT AND AUTHORIZING AND
APPROPRIATING THE USE OF MUNICIPAL ART FUNDS
WHEREAS, the Public Art Commission prepared the Annual Public Arts Plan for fiscal year 202 4-2025 and includes specific activities that promotes public art and recommends the release of funds from the Municipal Art Fund to cover the costs of the activities described in the annual plan; and
WHEREAS, the Public Arts Commission unanimously voted to accept the Annual Public Art Plan and recommend that the City Council authorize the release of an amount up to fifteen thousand dollars from the Municipal Art Fund in fiscal year 2024-2025; and
WHEREAS, ten thousand dollars would go to support new or ex panded cultural performing art events in Salinas by offering matching grants (in-kind match allowed) of up to ten thousand dollars. An additional five thousand dollars to conduct the biennial cyclical maintenance survey of the municipal art collection as required by “Art in Public Places Policies and Procedures Manual”; and
WHERAS, the Public Arts Commission voted to recommend to the City Council that the fiscal year 2024-2025 Annual Public Art Plan be amended to include and additional ten thousand dollars to support new and expanded cultural performing art events for a total of twenty thousand dollars and to add an additional five thousand dollars for a total of ten thousand dollars to conduct the biennial cyclical maintenance survey of the municipal art collection as requested by the “Art in Public Places Policies and Procedures Manual.”
NOW, THEREFORE, BE IT RESOLVED the Salinas City Council increases the Fiscal Year 2024 -2025 Annual Public Art Plan Amendment by $15,000 for a revised not to exceed $115,000 and authorize s the appropriation and expenditure of up to thirty thousand dollars ($30,000) from the Municipal Art Fund.
PASSED AND APPROVED this 3rd day of December 2024 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
APPROVED:
________________________
2 Kimbley Craig, Mayor
ATTEST:
_________________________
Patricia M. Barajas, City Clerk
City of Salinas
Legislation Text
200 Lincoln Ave., Salinas,
CA 93901
www.cityofsalinas.org
File #: ID#24-688, Version: 1
November 5, 2024 Municipal Election Canvass
Approve a Resolution declaring the results of the November 5, 2024 Municipal Election for the office of Salinas Mayor and City Councilmembers for District 1, District 3, District 4 and District 6.
City of Salinas Printed on 11/27/2024Page 1 of 1
powered by Legistar™
Page | 1
CITY OF SALINAS
COUNCIL STAFF REPORT
DATE: DECEMBER 3, 2024
DEPARTMENT: ADMINISTRATION
FROM: PATRICIA M. BARAJAS, CITY CLERK
BY: ALEXIS MEJIA, ASSISTANT CITY CLERK
TITLE: NOVEMBER 5, 2024, MUNICIPAL ELECTION CANVASS
RECOMMENDED MOTION:
A motion to a pprove a Resolution declaring the results of the November 5, 2024 Municipal Election for the office of Salinas Mayor and City Councilmembers for District 1, District 3, District 4 and District 6.
EXECUTIVE SUMMARY:
The election was conducted by the County of Monterey Registrar of Voters and the election canvass has been completed. Following the completion of the canvass, Elections Code Section 10263(b) requires the City Council to declare the results no later than December 3, 2024, which is the next regularly scheduled City Council meeting following the City Clerk’s receipt of the Registrar’s Statement of Votes Cast.
BACKGROUND:
On May 10, 2022, pursuant to California Elections Code section 10002 and Salinas City Charter Article 3, the City Council approved consolidation of the November 5, 2024 General Municipal Election and consolidation of a Special Election for District 3 Councilmember pursuant to Salinas City Charter Article 3 to fill the office of Mayor for a two-year term.
Following the resignation of the District Councilmember, at its meeting of April 23, 2024, the City Council provided direction to the Interim City Manager, City Clerk, and City Attorney to proceed with the appointment process to fill the District 3 vacancy until a successor is elected in the November 5, 2024 General Municipal Election. On May 21, 2024, the City Council held interviews with the applicants, and selected Jesus Valenzuela to serve until a successor is elected by the voters of District 3
The Registrar of Voters has certified the attached results of the November 5, 2024 , General Municipal election. The following candidates received the highest number of votes and are thereby Page | 2
elected to office. Elected candidates are scheduled to be sworn into office by the Salinas City Clerk following Council approval with the ceremonial oath to be conducted on December 4, 2024.
Salinas Mayor Dennis Donohue
Councilmember, District 1 Jose Luis Barajas
Councilmember, District 3 Margarete D’Arrigo
Councilmember, District 4 Gloria De La Rosa
Councilmember, District 6 Aurelio Salazar, Jr.
CEQA CONSIDERATION:
Not a Project . The City of Salinas has determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA) (CEQA Guidelines Section 15378).
CALIFORNIA GOVERNMENT CODE §84308 APPLIES:
No.
STRATEGIC PLAN INITIATIVE:
The November 5, 2024 Municipal Election Canvass supports the Council Goal of “Effective and Responsive Government”.
DEPARTMENTAL COORDINATION:
The City Clerk is solely responsible for the conduct of the election pursuant to California Elections Code section 320 with City Attorney consultation as needed. With the exception periodic updates of the election proceedings, there is no departmental coordination.
FISCAL AND SUSTAINABILITY IMPACT:
Fund
Appropriation
Appropriation
Name
Total
Appropriation
Amount for
recommendation
FY 24-25
Operating
Budget Page
Last Budget
Action (Date,
Resolution)
1000 80.8002-63.6010 Outside Service
Other
$350,000 n/a 119 6/11/24, 22979
ATTACHMENTS:
Resolution
Statement of Votes Cast
RESOLUTION NO. ___________ (N.C.S.)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SALINAS,
CALIFORNIA, DECLARING THE CANVASS OF RETURNS AND RESULTS OF THE CONSOLIDATED GENERAL MUNICIPAL ELECTION HELD ON NOVEMBER 5, 2024 FOR THE OFFICE OF MAYOR, AND COUNCIL DISTRICTS 1, 4, AND 6 AND SPECIAL CONSOLIDATED ELECTION FOR COUNCIL DISTRICT 3
WHEREAS, on May 14, 2024, the Salinas City Council approved Resolution No. 22975 duly calling and ordering the November 5, 2024 Consolidated General Municipal Election and Consolidated Special Election for District 3 Councilmember pursuant to Salinas City Charter Article 3 to fill the office of Mayor for a two -year term, City Councilmembers for District 1, District 4, and District 6 for a four-year term, and City Councilmember for District 3 for a two - year term; and
WHEREAS, following the resignation of the District Councilmember, at its meeting of April 23, 2024, the City Council provided direction to the Interim City Manager, City Clerk, and City Attorney to proceed with the appointment process to fill the District 3 vacancy until a successor is elected in the November 5, 2024 General Municipal Election; and
WHEREAS, on May 21, 2024, the City Council held interviews with the applicants, and selected Jesus Valenzuela to serve until a successor is elected by the voters of District 3 in the November 5, 2024 General Municipal Election; and
WHEREAS, said municipal election was held on said date in accordance with all applicable provisions of the California Elections Code of the State of California and the City of Salinas Charter. The Registrar of Voters of the County of Monterey has duly canvassed the votes cast by the electors in the City of Salinas upon the offices hereinafter set forth and has supplied the City Council the certification of the results of the canvass and the final results of the votes cast which are attached as Exhibit A and declared in all respects.
NOW, THEREFORE, the Salinas City Council hereby declare, determine, and order that the number of votes cast for each candidate is as follows:
OFFICE/NAME OF CANDIDATE TOTAL VOTES
Mayor
Dennis Donohue 21,840
Ernesto Gonzalez Garcia 6,785
Chris Barrera 10,963
District 1
Alex Ayala 2,110
Jose Luis Barajas 2,423
District 3
Margaret D’Arrigo 5,538
David Maisonneuve 601
Jesus Valenzuela 1,733
Cary Swensen 2,050
District 4
Albret Lomeli 876
Gloria De La Rosa 2,153
Orlando Osornio 2,033
District 6
Anthony Rocha 3,850
Aurelio Salazar, Jr. 4,621
Dennis Donohue received the highest number of votes cast for Salinas Mayor and is hereby elected to said office for a two -year term ending upon declaration of the results of the November 2026 election.
Jose Luis Barajas received the highest number of votes cas t for Salinas City Councilmember for District 1 and is hereby elected to said office for a four-year term ending upon declaration of the results of the November 2028 election.
Margarte D’Arrigo received the highest number of votes cast for Salinas City Councilmember for District 3 and is hereby elected to said office for a two-year term ending upon declaration of the results of the November 2026 election.
Gloria De La Rosa received the highest number of votes cast for Salinas City Councilmember for District 4 and is hereby elected to said office for a four-year term ending upon declaration of the results of the November 2028 election.
Aurelio Salazar, Jr. received the highest number of votes cast for Salinas City Councilmember for District 6 and is hereby elected to said office for a four-year term ending upon declaration of the results of the November 2028 election.
The “Certificate of the Registrar of Voters for the City of Salinas Election” held on November 5, 2024 is attached as Exhibit A and is incorporated by reference.
BE IT FURTHER RESOLVED that t he City Clerk is hereby authorized to issue a certificate of election to Dennis Donohue, Jose Luis Barajas, Margaret D’Arrigo, Gloria De La Rosa, and Aurelio Salazar, Jr.. The oath of office shall be administered by the City Clerk pursuant to the Constitution of the State of California to the e lected officers named herein and pursuant to California Government Code section 36503 and California Election Code section 10263(b).
PASSED AND APPROVED this 3rd day of December 2024 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
APPROVED:
______________________________
Kimbley Craig, Mayor
ATTEST:
_________________________
Patricia M. Barajas, City Clerk
Attachments:
Certificate of the Registrar of Voters for the City of Salinas Election President and Vice President of the United States
( 208 of 208 precincts reported )
REP - DONALD J. TRUMP / JD VANCE
49,219
33.54%
PF - CLAUDIA DE LA CRUZ / KARINA
GARCIA
585
0.40%
DEM - KAMALA D. HARRIS / TIM WALZ
93,045
63.41%
AI - ROBERT F. KENNEDY JR. / NICOLE
SHANAHAN
1,957
1.33%
LIB - CHASE OLIVER / MIKE TER MAAT
676
0.46%
GRN - JILL STEIN / RUDOLPH WARE
1,214
0.83%
PETER SONSKI / LAUREN ONAK
36 0.02%
Total
146,732
United States Senator, Full Term
( 208 of 208 precincts reported )
REP - STEVE GARVEY
51,907
36.00%
DEM - ADAM B. SCHIFF
92,290
64.00%
Total
144,197
United States Senator, Partial/Unexpired Term
( 208 of 208 precincts reported )
REP - STEVE GARVEY
50,792
36.20%
DEM - ADAM B. SCHIFF
89,505
63.80%
Total
140,297
United States Representative District 18
( 111 of 111 precincts reported )
DEM - ZOE LOFGREN
39,850
61.85%
REP - PETER D. HERNANDEZ
24,578
38.15%
Total
64,428
United States Representative District 19
( 97 of 97 precincts reported )
REP - JASON MICHAEL ANDERSON
21,532
26.92%
DEM - JIMMY PANETTA
58,457
73.08%
Total
79,989
State Senator District 17
( 208 of 208 precincts reported )
DEM - JOHN LAIRD
91,917
64.44%
REP - TONY VIRRUETA
50,725
35.56%
Total
142,642
Registered
Voters
Turnout
Total Registration and Turnout
214,883
148,893
Polling Place (PP)
17,314
Vote by Mail (VBM)
131,579
Member of the State Assembly District 29
( 122 of 122 precincts reported )
REP - J.W. PAINE
25,618
34.26%
DEM - ROBERT RIVAS
49,152
65.74%
Total
74,770
Member of the State Assembly District 30
( 86 of 86 precincts reported )
DEM - DAWN ADDIS
46,283
67.90%
REP - DALILA EPPERSON
21,877
32.10%
Total
68,160
Monterey County Board of Education Governing Board
Member Trustee Area 4
( 24 of 24 precincts reported )
VIRGINIA H MENDOZA
8,809
66.38%
JANET WOHLGEMUTH
4,461
33.62%
Total
13,270
Hartnell Community College District Governing Board
Member Trustee Area 1
( 34 of 34 precincts reported )
ALEJANDRA GONZÁLEZ
7,047
57.53%
HENRY SUTTON
5,203
42.47%
Total
12,250
Monterey Peninsula Community College District
Governing Board Member Trustee Area 3
( 17 of 17 precincts reported )
CHELSEA LENOWSKA
4,345
43.85%
LIBBY DOWNEY
4,627
46.70%
PARVANEH KEIVANFAR
936
9.45%
Total
9,908
Monterey Peninsula Community College District
Governing Board Member Trustee Area 4
( 12 of 12 precincts reported )
DEBBIE "DEBELIAH" ANTHONY
5,153
46.85%
CELIA BARBERENA
5,846
53.15%
Total
10,999
Carmel Unified School District Governing Board
Member, At Large, 2 Year
( 19 of 19 precincts reported )
MONICA TAVAKOLI
5,258
43.65%
JAKE ODELLO
6,789
56.35%
Total
12,047