Mayor and City Council
November 20, 2024

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Services Year Start Date End Date Term
(Months)
Price Qty Net Total
Enhanced Reporting Database
(ERD)
Year 3 12/1/2026 11/30/2027 12 $34,944.00 1 $34,944.00
TOTAL: $303,744.00
Services Year Start Date End Date Term
(Months)
Price Qty Net Total
Multi Solution User Year 4 12/1/2027 11/30/2028 12 $1,764.00 160 $282,240.00 > Accela Building - SaaS Year 4 12/1/2027 11/30/2028 12 $0.00 160 $0.00 > Accela Planning - SaaS Year 4 12/1/2027 11/30/2028 12 $0.00 160 $0.00 Enhanced Reporting Database
(ERD)
Year 4 12/1/2027 11/30/2028 12 $36,691.20 1 $36,691.20
TOTAL: $318,931.20
Services Year Start Date End Date Term
(Months)
Price Qty Net Total
Multi Solution User Year 5 12/1/2028 11/30/2029 12 $1,852.20 160 $296,352.00 > Accela Building - SaaS Year 5 12/1/2028 11/30/2029 12 $0.00 160 $0.00 > Accela Planning - SaaS Year 5 12/1/2028 11/30/2029 12 $0.00 160 $0.00 Enhanced Reporting Database
(ERD)
Year 5 12/1/2028 11/30/2029 12 $38,525.76 1 $38,525.76
TOTAL: $334,877.76
Services Year Start Date End Date Term
(Months)
Price Qty Net Total
Multi Solution User Year 6 12/1/2029 11/30/2030 12 $1,944.81 160 $311,169.60 > Accela Building - SaaS Year 6 12/1/2029 11/30/2030 12 $0.00 160 $0.00 > Accela Planning - SaaS Year 6 12/1/2029 11/30/2030 12 $0.00 160 $0.00 Enhanced Reporting Database
(ERD)
Year 6 12/1/2029 11/30/2030 12 $40,452.05 1 $40,452.05
TOTAL: $351,621.65
Services Year Start Date End Date Term
(Months)
Price Qty Net Total
Multi Solution User Year 7 12/1/2030 11/30/2031 12 $2,042.05 160 $326,728.08 > Accela Building - SaaS Year 7 12/1/2030 11/30/2031 12 $0.00 160 $0.00 > Accela Planning - SaaS Year 7 12/1/2030 11/30/2031 12 $0.00 160 $0.00 Enhanced Reporting Database
(ERD)
Year 7 12/1/2030 11/30/2031 12 $42,474.65 1 $42,474.65
TOTAL: $369,202.73
Quote Number:Q-34621-1 Print Date:10/15/2024

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Pricing Summary
Period Net Total
Year 1 $ 184,000.00
Year 2 $ 289,280.00
Year 3 $ 303,744.00
Year 4 $ 318,931.20
Year 5 $ 334,877.76
Year 6 $ 351,621.65
Year 7 $ 369,202.73
Total $ 2,151,657.34
Additional Terms:

1. No additional or conflicting terms or conditions stated in Customer’s order documentation, including purchase orders, will be incorporated into or form any part of this Order Form or the governing agreement, and all such terms or conditions will be null.

2. This Order Form, including any OnPrem Licenses, Maintenance and Support, and Subscription Services, Enhanced Reporting Database and Managed Application Services will be governed by the applicable terms and conditions. If those terms and conditions are non-existent, have expired, do not apply or have otherwise been terminated, the following terms at https://www.accela.com/terms/ will govern as applicable, based on the Customer’s purchase.

3. All Software Licenses, Maintenance, and Subscription purchases are non-cancelable and non-refundable.

4. If Customer has a prior agreement with Accela, and this purchase is co-terming with that prior agreement, if the start date on this Order Form is before the actual delivery date of the purchase, Accela may pro-rate this purchase so that it can co-term with the prior agreement.

5. If this Order Form is executed and/or returned to Accela by Customer after the Order Start Date above, Accela may adjust the Order Start Date and Order End Date without increasing the total price based on the date Accela activates the products and provided that the total term length does not change.

6. Pricing is based upon payment by ACH or check. Payment by credit card (including Purchase Cards) for product and services in this Order Form will be subject to a service charge of 3%. There is no service charge for ACH or check payment.

7. Enhanced Reporting Database pricing is based on a percentage of Customers SaaS Annual Contract Value if applicable. As SaaS Annual Contract Value increases/decreases based on seat count changes or annual uplift ERD pricing will be adjusted accordingly at contract renewal.

8. The prepayment amount for years 1 and 2 of the order is $473,280. Years 3 through 7 will be billed annually thereafter.

Quote Number:Q-34621-1 Print Date:10/15/2024

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Signatures
Accela, Inc. Customer
Signature: Signature:

Print Name: Print Name:

Title: Title:

Date: Date:

Quote Number:Q-34621-1 Print Date:10/15/2024

Michael E Gigliello
10/24/2024
Controller
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Gray Quarter Hosted Services Terms CONFIDENTIAL Page 1 of 7 Gray Quarter Hosted Services Terms
Please read these Hosted Services Terms (these “Terms”) carefully. These Terms, policies referenced in these Terms, and all Orders (as defined below) issued in hereunder (collectively, the “Agreement”) is between Gray Quarter Inc. (“Gray Quarter”) and the entity identified in an Order (“Customer”). The Agreement is effective as of the effective date listed in the first Order and governs Customer’s use of Gray Quarter’s Hosted Services (as defined below).

CHANGES TO TERMS. Gray Quarter may make modifications, deletions, and additions to these Terms or any policy referenced in these Terms (“Changes”) from time to time. Changes will be posted here or at the applicable policy site.

Customer should regularly check for the most recent version of these Terms and its policies and save the most up-to-date version of these Terms and its policies in Customer’s files. When Changes are made, Gray Quarter will indicate the effective date of such changes at the top of these Terms or the applicable policy site. If Customer continues to use the Services after the effective date of any Changes, then Customer agrees to the revised terms and conditions. In some instances, Gray Quarter may notify Customer of a Change, and may request express confirmation of Customer’s consent to a Change. If a Change requires a specific notice pursuant to applicable law, Gray Quarter will provide Customer with such notice in the manner prescribed by applicable law. It is Customer’s responsibility to regularly review these Terms.

No terms contained in any purchase order or ordering document or other written communication from Customer or its agent will in any way modify the Agreement, any such terms being expressly disclaimed by Gray Quarter.

1. Definitions.

1.1. “Content” means, in whole or part, the information, documents, software, products and services, including copies, modifications and derivatives of the foregoing, and all related Intellectual Property Rights of the foregoing.

1.2. “Customer Data” means any Data provided by Customer to the Hosted Services.

1.3. “Data” means any data, information or material as provided or made available by Gray Quarter or Customer in connection with the Agreement.

1.4. “Gray Quarter Technology” means all Gray Quarter proprietary technology made available to Customer in providing the Hosted Services, including the software components provided for install on Customer infrastructure, if any.

1.5. “Hosted Services” means Gray Quarter's software services being granted access to under the Agreement for the benefit of Customer. Gray Quarter may perform certain aspects of the Hosted Services, such as service administration and application management support, as well as other services from locations and through use of subcontractors worldwide.

1.6. “Intellectual Property Rights” means patent rights, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and trade secret rights, and all other intellectual property rights and derivatives, as well as other forms of protection of a similar nature.

1.7. “Personally Identifiable Information” means any data, information, or material provided by Customer's consumers, patrons, and clients, whether or not they use Hosted Services (collectively, “Customer’s Customers”) to Customer that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context.

1.8. “Quote” or “Order” means that Gray Quarter-issued document that specifies the Gray Quarter Technology ordered by Customer and includes information related to pricing and duration of access to the Hosted Services.

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Gray Quarter Hosted Services Terms CONFIDENTIAL Page 2 of 7

1.9. “Support Level Agreement” means Gray Quarter's standard policy for providing Hosted Services that may be found on Gray Quarter's website at www.grayquarter.com. Any updated Service Level Agreement as posted may be amended from time to time in Gray Quarter's sole discretion in accordance with the change of terms provision listed above.

2. License Grant and Restrictions.

2.1. Gray Quarter grants Customer a non-exclusive, non-transferable, worldwide right to access and use the Hosted Services and related Gray Quarter Technology, solely for its own internal business purposes, subject to the terms and conditions of the Agreement in addition to the extent of authorizations acquired by Customer as specified in the Quote.

2.2. Customer agrees not to: (a) license, sublicense, sell, resell, lease, rent, transfer, assign, distribute or otherwise make available to any third party the Hosted Services or any Gray Quarter Technology; (b) copy, distribute, modify, or make derivative works based upon the Hosted Services or any Gray Quarter Technology; (c) reverse engineer, decompile, or attempt to obtain the source code or algorithms of any of the Hosted Services or any Gray Quarter Technology; (d) knowingly send or store infringing, obscene, libelous or otherwise unlawful or tortious material to the Hosted Services or Gray Quarter Technology; (e) knowingly send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, or programs to or from the Hosted Services or Gray Quarter Technology; (f) interfere with or disrupt the integrity or performance of the Hosted Services or Gray Quarter Technology; (g) attempt to gain unauthorized access to the Gray Quarter Technology or Hosted Services or its systems or networks; (h) make any attempt to circumvent the technological measures that control access to or use of the Hosted Services or Gray Quarter Technology; or (i) use the Hosted Services or Gray Quarter Technology in violation of applicable law.

2.3. Unless otherwise agreed by Gray Quarter, Customer agrees to utilize the Hosted Services and Gray Quarter Technology only for its internal business purposes and will not act as a contracted service bureau or type of commercial application service provider that allows for third party access to the Hosted Services in exchange for a fee or profit or even on an unpaid basis.

3. Customer Responsibilities. Customer is responsible for all activity occurring under Customer's use of Hosted Services and will abide by all applicable laws, treaties, and regulations in connection with its use of the Hosted Services.

Customer agrees to: (a) be responsible for the use of the Hosted Services in compliance with the Agreement by all to whom Customer has given access; (b) promptly notify Gray Quarter of any known or suspected unauthorized use of Hosted Services or any other breach of security of the Hosted Services; and (c) cooperate with Gray Quarter's investigation of outages, technical issues, security problems, unauthorized use of the Hosted Services, or any suspected breach of the Agreement, or any applicable law, court order, rule or regulation, (d) provide sufficient access to the applicable portions of the Accela System used by Customer so that interfacing can occur.

4. Gray Quarter Responsibilities. Gray Quarter agrees to provide Customer access to its Hosted Services and Gray Quarter Technology during the term and per the terms and conditions of the Agreement. In its sole discretion, Gray Quarter may make changes to or update the Hosted Services and/or Gray Quarter Technology, such as infrastructure, security, technical configurations, application features, and the like, to reflect changes in, among other things laws, regulations, rules, technology, industry practices, patterns of system use and availability, and security. Gray Quarter will make its best efforts to not materially reduce the level of performance, functionality, security, or availability of the Hosted Services during the applicable term under the Agreement. Gray Quarter will take commercially reasonable steps, or cause such commercially reasonable steps to be taken, designed to prevent security breaches of the Hosted Services.

5. Availability and Support. Service administration and technical support for the Hosted Services will be set forth in Gray Quarter's Support Level Agreement.

6. Use of the Internet. Customer acknowledges and agrees that the internet, and communications over it, may not be absolutely secure and connecting to the internet provides the opportunity for unauthorized access to computer Packet Page. 1399
Gray Quarter Hosted Services Terms CONFIDENTIAL Page 3 of 7 systems, networks, and all data stored therein. Data transmitted through the internet or stored on any equipment through which data is transmitted may not remain confidential and Gray Quarter does not make any representation or warranty regarding the privacy, security, authenticity, or non-corruption or destruction of any such Data. Use of the internet is at Customer's own risk.

7. Privacy Policy, Customer Data, and Personally Identifiable Information.

7.1. Gray Quarter is concerned with the security of the data it will collect while providing Hosted Services to Customer and will utilize commercially reasonable protocols to prevent unauthorized access to that information. Such protocols include policies, procedures, employee training, physical access and technical essentials relating to data access controls. In addition, Gray Quarter uses standard security protocols to facilitate the exchange and the transmission of data. Gray Quarter does not process data in a way that is incompatible with the purposes for which it has been collected or subsequently authorized.

7.2. If Customer Data is, or is reasonably believed to have been, acquired by unauthorized person(s), Gray Quarter will use its best efforts and commercially reasonable procedures to determine the scope of the breach and to ensure or restore the integrity of the Hosted Services. In the event of a breach, Gray Quarter will promptly notify Customer of the breach. Gray Quarter may delay notification if Gray Quarter or a law enforcement agency reasonably determines that the notification will impede a criminal investigation. In such a case, notification will not be provided until Gray Quarter or the law enforcement agency reasonably determines that notification will not compromise the investigation.

7.3. Gray Quarter does not own any Customer Data or Personally Identifiable Information. Customer Data is Customer's proprietary and confidential information and will not be accessed, used, or disclosed by Gray Quarter except for the limited purpose of: (a) supporting Customer's use of the Hosted Services; (b) improve or enhance the Hosted Services and Gray Quarter Technology; (c) monitor Customer's use of the Hosted Services; (d) enforcement of the Agreement; and (e) share with any of Gray Quarter's affiliates, third party service providers and subcontractors who need to know such information in order to provide the Hosted Services to Customer.

Customer has sole responsibility for the accuracy, legality, reliability, and intellectual property ownership to use the Customer Data. Gray Quarter makes no other warranty or representation regarding the security of Customer Data. Furthermore, except as to Gray Quarter's express obligations set forth in the Agreement, Customer is solely responsible for any damage or losses caused by unauthorized destruction, loss, interception, or alteration of Customer Data by unauthorized persons. Notwithstanding the foregoing, Customer shall not be responsible for any such damage or loss to the extent caused by Gray Quarter’s gross negligence, willful misconduct, or violation of applicable law.

7.4. Personally Identifiable Information is Customer’s proprietary and confidential information. Although Gray Quarter is capable of accommodating the secure access, use, and processing of Personally Identifiable Information, no Personally Identifiable Information will be accessed, used, processed, or disclosed by Gray Quarter in supporting Customer's use of the Hosted Services. Customer has the sole responsibility for the accuracy, legality, reliability, and protection and fortification and safety of Personally Identifiable Information of Customer's clients. Gray Quarter makes no other warranty or representation regarding the security of Personally Identifiable Information. Furthermore, except as to Gray Quarter's express obligations set forth in the Agreement, Customer is solely responsible for any damage or losses caused by unauthorized destruction, loss, interception, or alteration of Personally Identifiable Information by unauthorized persons. Notwithstanding the foregoing, Customer shall not be responsible for any such damage or loss to the extent caused by Gray Quarter’s gross negligence, willful misconduct, or violation of applicable law.

7.5. Gray Quarter reserves the right in its unfettered discretion to modify or change its Privacy Policy to adhere to standards and custom within the industry and as may be required by law. Any posting of an updated Privacy Policy may be found on Gray Quarter's website (“Privacy Policy”). Any updated Service Level Agreement as posted may be amended from time to time in Gray Quarter's sole discretion without notice to Customer. Gray Quarter shall promptly notify Customer of any amendment to its Privacy Policy or Service Level Agreement.

8. Intellectual Property Ownership.

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Gray Quarter Hosted Services Terms CONFIDENTIAL Page 4 of 7

8.1. Gray Quarter, its licensors or third-party service provider, as applicable, owns all right, title, and interest, in and to the Gray Quarter Technology, Content, and the Hosted Services, including all Intellectual Property Rights in the foregoing, and all will remain the exclusive property of Gray Quarter or its licensors or third-party service providers.

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Gray Quarter Hosted Services Terms CONFIDENTIAL Page 5 of 7

8.2. This Agreement is not a sale and does not convey any rights of ownership in the Gray Quarter Technology, Content, or Hosted Services. Customer acknowledges and agrees that any enhancements or modifications to the Hosted Services based upon Customer's requests, recommendations, or other feedback, are and will remain the exclusive property of Gray Quarter and/or its licensors or third-part service providers. This ownership is protected not only by the laws of the State of California but also by the laws United States and applicable international laws, treaties, and conventions regarding intellectual property or proprietary rights, inclusive of trade secrets. From the date of the Agreement, Customer agrees to use reasonable means to protect the Gray Quarter Technology, Content, and the Hosted Services from unauthorized use, reproduction, distribution, or publication. Gray Quarter reserves all rights not specifically granted in the Agreement. Gray Quarter reserves the right to improve or make changes in its offerings of the Gray Quarter Technology, Content, and the Hosted Services at any time.

9. Fees, Billing, and Payment.

9.1. Fees and Payment. Customer will pay Gray Quarter all fess specified in the Quote. All fees are payable and due as designated in the Quote; however, if the Quote is silent on the timing of payments, Customer agrees to pay all fees within forty five 45 days from the date of the invoice sent by Gray Quarter. Unless otherwise stated in the Quote and to the extent permitted by applicable law, once due, all fees are non-cancellable and non-refundable.

With the exception of Disputed Charges, Customer will pay all fees and reasonable reimbursable expenses in full, without any setoff, recoupment, counterclaim, deduction, or withholding for any reason.

9.2. Taxes. Fees on the Quote may not include sales, use, value added or other excise tax. Customer will pay or reimburse Gray Quarter (the latter if paid by Gray Quarter for the benefit of Customer) for all such taxes based upon the Agreement or fees payable under the Agreement (except for taxes based upon Gray Quarter's gross revenues or net income), together with any interest on such taxes that is not due to Gray Quarter's delay.

9.3. Late Charges. In addition to any other remedy available to Gray Quarter for late payments, Customer will be obligated to pay Gray Quarter interest for fees and charges not paid within sixty (60) days after the invoice date. If Customer elects to discontinue the Services and does not pay the outstanding fees and charges in full within ninety (90) days of such election, Customer will continue to be charged interest until the balance is paid in full.

Customer will be responsible for any costs, including attorney’s fees, incurred by Gray Quarter in collecting any past due amounts. Interest shall not exceed 1% and be agreed upon by the Customer and Gray Quarter.

9.4. Disputed Charges. Customer may not withhold payment of any invoice based on any dispute other than based on clear error on the face of the invoice, such as a calculation error. Payment by Customer will not preclude Customer from questioning any charges that Customer believes are improper or incorrect, within thirty (30) days after the invoice date. If Customer disputes any charge on a given invoice, Customer will pay all non-disputed charges and document the disputed charges in writing to Gray Quarter. Customer will notify Gray Quarter in writing, no later than thirty (30) days after the invoice date, of any questions or issues relating to items billed on an invoice or all fees and charges will stand.

10. Term and Termination.

10.1. Term. Gray Quarter’s obligations to provide the Gray Quarter Technology and Hosted Services to Customer under the Agreement will commence on the date the Hosted Services are made available for access to Customer and will continue for the period specified in the Quote unless earlier suspended or terminated in accordance with these Terms.

10.2. Renewal. Customer’s access to the Hosted Services and Gray Quarter Technology will automatically renew at the end of the then-current term for additional one-year periods (12 months in each period) unless either party notifies the other party in writing at least thirty (30) days prior to the renewal date of its intention not to renew.

The pricing during any Renewal Term will be the same as that during the prior Term unless Gray Quarter has given Customer written notice of a pricing increase at least sixty (60) days before the end of such prior Term, in Packet Page. 1402
Gray Quarter Hosted Services Terms CONFIDENTIAL Page 6 of 7 which case the pricing increase will be effective upon Renewal Term. Any such pricing increase will not exceed five percent (5 percent) of the pricing for the relevant Hosted Services in the immediately prior Term unless the pricing in such prior Term was designated in the relevant Quote as promotional or one-time.

10.3. Termination. Customer may terminate the Agreement for any reason with sixty (60) days’ advance written notice to Gray Quarter. Moreover, Customer may terminate the Agreement for cause with thirty (30) days’ advance written notice to Gray Quarter. Gray Quarter reserves the right to terminate the Agreement without cause, effective as of the end of the then-current Term by thirty (30) days advance written notice. Any breach of Customer's payment obligations or unauthorized use of the Hosted Services will be deemed a material breach of the Agreement. Gray Quarter may terminate the Agreement, Customer account, or Customer's use of the Hosted Services if Customer commits a material breach of the Agreement or otherwise fails to comply with the Agreement, and such breach has not been cured within thirty (30) days after written notice of such breach.

10.4. Effect of Termination. Upon any termination or expiration of the Agreement, Customer will remove all Gray Quarter Technology that is enable within Customer infrastructure, if any.

11. Representations and Warranties.

11.1. By Gray Quarter. Gray Quarter represents and warrants that: (a) it will provide the Hosted Services in a manner consistent with general industry standards and as noted in the Support Level Agreement; (b) the Hosted Services will perform substantially in accordance with the provided documentation to Customer, if any; (c) it will use all commercially reasonable efforts to detect software viruses and other undesirable components and will promptly take all reasonable steps to remove or neutralize any such components; (d) it will use leading commercial encryption technology designed to encrypt Customer Data in its possession; and (e) to the best of Gray Quarter's knowledge, information, and belief, provision by Gray Quarter and use by Customer of the Hosted Services provided under the Agreement does not infringe upon any intellectual property right of any third party.

11.2. By Customer. Customer represents and warrants that: (a) it will be solely responsible with regard to the quality or completeness of any Customer Data; (b) it, at its own expense, will be solely responsible for establishing, operating and maintaining Customer's connection to the internet in order to interface with the Hosted Services, including but not limited to, procuring, configuring, operating and maintaining all computer hardware and software, including communications equipment, databases, electronic systems, networks, and web browsers, and modems and access lines, including Accela Systems, necessary for such connection and interface; and (c) it will use reasonable best efforts to ensure compliance with the above restrictions, noted in paragraph 2, and all other paragraphs of the Agreement.

12. Indemnification.

12.1. Customer will indemnify, defend and hold Gray Quarter, and each of Gray Quarter's affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including attorneys' fees, arising out of or in connection with: (a) a claim by a third party alleging that access to or use of the Customer Data infringes the Intellectual Property Rights or violates any rights of confidentiality of a third party; (b) a breach of security caused by Customer or its agents or unauthorized use of the Hosted Services by Customer or its agents which results in unauthorized third party access to Customer Data or Personally Identifiable Information; (c) the gross negligence or willful misconduct of Customer; and (d) a knowing violation of applicable law by Customer. To be entitled to the benefit of this indemnity, Gray Quarter will (i) promptly give Customer written notice of the claim; (ii) provide Customer all available information and reasonable assistance in the defense and settlement of such claim; and (iii) in the case of infringement claims, at Customer’s election and with Gray Quarter’s consent (not to be unreasonably withheld), give Customer the sole defense and settlement of the claim.

12.2. Gray Quarter will indemnify, defend and hold Customer and Customer affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including attorneys' fees, arising out of or in connection with: (a) a claim by a third party alleging that the Hosted Services or any Gray Quarter Technology directly infringes an Intellectual Property Right of a third party; (b) a breach of security caused by Gray Quarter or its agents which results in unauthorized third party access to Customer Data or Personally Identifiable Information; (c) the gross negligence or willful misconduct of Packet Page. 1403
Gray Quarter Hosted Services Terms CONFIDENTIAL Page 7 of 7 Gray Quarter; and (d) a knowing violation of applicable law by Gray Quarter. To be entitled to the benefit of this indemnity, Customer will (i) promptly give Gray Quarter written notice of the claim; (ii) provide Gray Quarter all available information and reasonable assistance in the defense and settlement of such claim; and (iii) in the case of infringement claims, at Gray Quarter’s election and with Customer’s consent (not to be unreasonably withheld), give Gray Quarter the sole defense and settlement of the claim. These indemnity obligations apply in respect of the Subscription Services and Gray Quarter, Inc only, and are not applicable to any third party technologies or other service work performed by Gray Quarter on behalf of Customer.

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Gray Quarter Hosted Services Terms CONFIDENTIAL Page 8 of 7

13. Disclaimer. THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THE AGREEMENT ARE GRAY QUARTER'S COMPLETE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY LAW, GRAY

QUARTER DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTIES OF ANY KIND WHETHER

EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF SATISFACTORY

QUALITY, FITNESS FOR A PARTICULAR PURPOSE OF THE SUBSCRIPTION SERVICES OR GRAY QUARTER TECHNOLOGY,

AND ANY WARRANTY WITH RESPECT TO THE SECURITY OF THE SUBSCRIPTION SERVICES OR THAT CUSTOMER DATA

OR PERSONALLY IDENTIFIABLE INFORMATION WILL NOT BE DESTROYED, LOST, INTERCEPTED, OR ALTERED BY UNAUTHORIZED PERSONS. GRAY QUARTER DOES NOT WARRANT THAT THE OPERATION OR OTHER USE OF THE

SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR WILL NOT CAUSE DAMAGE OR DISRUPTION TO CUSTOMER DATA.

14. Limitations of Liability.

14.1. EXCEPT FOR CLAIMS FOR DAMAGES OR LOSSES CAUSED BY THE OWING PARTY’S BREACH OF

CONFIDENTIALITY, WILLFUL MISCONDUCT, KNOWING VIOLATION OF APPLICABLE LAWS OR GROSS NEGLIGENCE, OR ARISING OUT OF BODILY INJURY, DEATH OR, DAMAGE TO PHYSICAL PROPERTY, (“EXPECTED CLAIMS”) EACH PARTY’S AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR SUBSCRIPTION SERVICES UNDER THE APPLICABLE ORDER IN THE EIGHTEEN (18) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. FOR EXCEPTED CLAIMS, EACH PARTY’S AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF (1) FIVE HUNDRED THOUSAND DOLLARS OR (2) THREE TIMES (3X) THE AMOUNT

ACTUALLY PAID BY CUSTOMER FOR SUBSCRIPTION SERVICES UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. EACH PARTY WILL NOT BE LIABLE

FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND ARISING FROM THE SUBSCRIPTION SERVICES. THIS LIMITATION OF LIABILITY INCLUDES EACH PARTY’S AFFILIATES AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS.

14.2.NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, EACH PARTY WILL NOT BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EACH PARTY BE LIABLE TO THE OTHER

PARTY OR ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FOR LOSS OR DAMAGE ARISING OUT OF THE

AGREEMENT, LOST PROFITS, OR SIMILAR ECONOMIC LOSS OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL,

DIRECT, INDIRECT OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION INCLUDING BUT NOT

LIMITED TO, ACTIONS FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY

WHETHER IN CONTRACT, TORT OR OTHERWISE, IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THE

USE OR PERFORMANCE OF, OR ANY FAILURE OR DELAY IN PROVIDING THE SERVICES, HOWEVER CAUSED, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. General.

15.1.Governing Law, Jurisdiction and Venue. The Agreement and any related actions will be governed by laws of the state of California, without regard to the choice or conflicts of law provisions of any jurisdiction. All disputes, claims, or actions (whether in contract, tort, or other legal theory) arising under, out of, or in any way connected with the Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in the County of San Bernardino, California and both parties waive any objection to jurisdiction and venue in such courts. Both parties consent to the jurisdiction of such courts and waive any right it may otherwise have to challenge the appropriateness of such forums, whether based on the doctrine of forum non conveniens or otherwise.

15.2.Assignment. Neither party may assign its rights or obligations under the Agreement without the prior written consent of the other party. Any purported assignment in violation of this section will be void.

15.3.Force Majeure. If either party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, Packet Page. 1405
Gray Quarter Hosted Services Terms CONFIDENTIAL Page 9 of 7 governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes, except financial, beyond the party’s reasonable control, then such party’s performance will be excused for a period equal to the period of the cause for failure to perform as long as the party gives the other party notice within fifteen (15) calendar days.

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Gray Quarter Hosted Services Terms CONFIDENTIAL Page 10 of days after the event causing the failure. the Agreement

15.4.Severability. If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provisions held to be illegal or invalid.

15.5.Entire Agreement. The Agreement compromises the entire agreement between Customer and Gray Quarter and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, regarding the subject matter hereof.

15.6.Notice. Any notice to be given by Customer will be deemed to have been duly given if in writing and delivered personally or mailed by first-class, registered, or certified mail, postage prepaid and addressed to Gray Quarter, Inc., 8575 Morro Rd, Atascadero, CA 93422. Any notice to be given by Gray Quarter will be deemed to have been duly given if in writing and delivered personally or mailed by first class, registered, or certified mail, postage prepaid and addressed to City of San Bernardino, 290 North D Street, San Bernardino, CA 92401.

15.7.Relationship of Parties. No joint venture, partnership, employment, or agency relationship exists between Customer and Gray Quarter because of the Agreement.

15.8.Waiver. No delay or failure by either party to exercise any right or power under the Agreement will constitute a waiver of that right. A waiver by either party or breach of any of the covenants, conditions, or agreements to be performed by a party will not be construed to be a waiver of any succeeding breach or of any other covenant, condition, or agreement. No change, waiver, or discharge will be valid unless in writing and signed by the waiving party.

GRAY QUARTER GRAY QUARTER, INC.

By: ___________
Name: Brian Weber
Title: Chief Revenue Officer
Date: 10/28/24
City of San Bernardino, CA City of San Bernardino, CA
By: ______________________
Name:

Title:

Date:

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HOSTED SERVICE - SUPPORT LEVEL AGREEMENT
This document is incorporated by reference into the Subscription Agreement for Software as a Service entered into between Gray Quarter, Inc. ("Gray Quarter") and Customer.

Hosted Service monitoring occurs twenty-four (24) hours per day, seven (7) days per week, and three-hundred sixty-five (365) days per year. Gray Quarter will use its best efforts and commercially reasonable standards to meet a target availability service level of ninety-nine and one-half percent (99.50%) for Hosted Service (in production environment) of the term noted in the Subscription Agreement for Software as a Service.

In the event technical support is required by Customer regarding Hosted Service, Gray Quarter will provide support to Customer (“Technical Support”) for Hosted Service during Gray Quarter's normal business hours defined as Monday through Friday, 8:00 a.m. to 5:00 p.m. Pacific Standard Time. After hours support for critical issues that cannot wait to be requested and addressed until the next business day may be provided through the Gray Quarter After Hours Technical Support phone number (925) 236 0070, or via email at:
[email protected]
Customer may make Technical Support requests by contacting Gray Quarter electronically or telephoning Gray Quarter’s Technical Support staff. Customer will provide the requestor’s name, Customer name (organization/entity), and a detailed description of the issue. The Technical Support staff shall assign to the request the Problem Severity Level as determined by Gray Quarter. Customer must provide Gray Quarter with the contact information for employees who will be available outside of Customer’s normal business hours, if any, should Technical Support be provided during that time. Gray Quarter will use its best efforts and commercially reasonable standards and protocol to respond to Customer’s support problems within twentyfour (24) hours from Customer's initial Technical Support request.

If, during the Technical Support request, Gray Quarter determines within its sole discretion that the Technical Support request warrants a higher or lower priority level response, the Technical Support request will be upgraded or downgraded to the priority level that most appropriately reflects the issues experienced by Customer with Hosted Service.

Gray Quarter may use commercially reasonable efforts to resolve each significant issue by providing a Workaround, a code patch or a specific action plan for how Gray Quarter will address the issue for the benefit of Customer. “Workaround” means a change in the procedures followed or that Customer supplies to avoid a problem in the environment of Hosted Service without substantially impairing Customer’s use of the Hosted Service. A Workaround may be either temporary or permanent in nature.

Service fees may apply to any requests outside of normal support services. These services will be provided on a time and material basis at Gray Quarter’s then-current hourly rate.

For new releases of the Hosted Service, Customer and Gray Quarter will work together to define upgrade requirements and protocols and timelines so that Customer realizes little downtime to Hosted service while the environment and customizations to the new version of Hosted Service are being implemented.

If downtime is identified as greater than the defined SLA, Gray Quarter shall offer daily credit for each day identified as in breach of SLA towards future renewals if requested by customer and downtime is directly attributed to a fault by Gray Quarter in providing access to the hosted service. The credit shall be computed as ((days in breach) / 365) * (amount of renewal).

Notwithstanding anything to the contrary in this Policy or in the Subscription Agreement for Software as a Service or any Quote or SOW, in no event, with respect to the Hosted Service, shall any service unavailability or failure to meet any service availability objectives or parameters under this Policy be deemed to be or constitute a breach by Gray Quarter of this Policy, the Subscription Agreement for Software as a Service, or Quote or SOW. Customer’s right to terminate provided in the Subscription Agreement for Software as a Service shall be Customer’s sole and exclusive remedy at law or in equity on account of any failure to meet any service availability objectives or parameters set forth in this Policy.

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ePermitHub Subscription Software & Services Agreement
This Subscription Software & Services Agreement (this “Agreement”) will be effective as of the date of last signature below (“Effective Date”) and is entered into by and between PermitRocket Software LLC dba ePermitHub (“Company”) and the undersigned counterparty (“Customer”). This Agreement includes and incorporates the terms and conditions below, the Schedules attached hereto, any Company terms that are expressly referenced herein or that reference this Agreement, and all Order Forms and Statements of Work issued hereunder. Company and Customer are each referred to herein as a “Party” and collectively as the “Parties”.

The parties acknowledge and agree that Gray Quarter, Inc (“Reseller”) acts on Company’s behalf as its reseller; accordingly, in respect of payment terms, Reseller will replace references to Company and/or Customer, as necessary within the context of the purchase and sale through Reseller. Reseller does not in any way act as Company’s agent in respect of the subject matter of this Agreement
Unless Company is notified in advance and affirms such provisions, no terms contained in a purchase order or other communication by or between Reseller or Customer will in any way modify this Agreement, any such terms being expressly disclaimed by Company.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their undersigned authorized representatives and intend to be legal bound by these terms as of the Effective Date.

City of San Bernardino, CA PERMITROCKET SOFTWARE LLC
By: By:

Name:

Rochelle Clayton
Name:

Title:

City Manager
Title:

Date: Date:

Address:
290 North D Street, 3rd Floor
San Bernardino, CA 92401 Address: 11767 S Dixie Hwy. #295, Miami, FL 33156

ATTACHMENTS
Schedule 1 - ePermitHub Support Terms
Schedule 2 - Customer Terms (if any)
Schedule 3 - ePermitHub Service Level Addendum

TERMS & CONDITIONS

1. Services.

1.1. Subscription Services. Subject to the terms and conditions of this Agreement, Company will make its software-as-service technologies, together with related Software and documentation (collectively “Subscription Services”) available to Customer and will provide technical support (“Support”) for the Subscription Services as set out in Schedule 1 (Support Terms). “Software” means Company’s proprietary software that may be cloud-hosted by Company or used by Customer “on premise”. “Services”, means the Subscription Services together with Support and any Professional Services (as defined below).

1.2. Hosting. The Subscription Services (including Software, as applicable) will be hosted by Company at a physically secure, commercial third-party hosting facility. Company will be responsible for maintaining standards at such facility and for implementing industry standard network security measures to minimize the likelihood of unanticipated interruptions to the Subscription Services. With respect to any Software that is provided to Customer for use “on premise”: (a) Company hereby grants Customer a non-exclusive, non- transferable, non-sublicensable, royalty-free license to use such Software during the Term only in connection with Customer’s use of the Subscription Services; (b) Customer may download the Software onto its systems or devices; and (c) Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Packet Page. 1409
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Software and Subscription Services, including modems, hardware, servers, software, operating systems, networking, and web servers.

1.3. Professional Services. Company may provide certain implementation and deployment, consulting, and/or other professional services (“Professional Services”) in connection with the Subscription Services. Professional Services may be detailed in one or more statements issued to Customer (each a “Statement of Work”) and/or governed by other terms and conditions agreed by Company in writing that reference this Agreement. Unless otherwise specified, Professional Services will be performed within Company’s standard business hours of Monday-Friday, 8AM to 8PM Easter Time (“Business Hours”).

1.4. Service Level Commitment. Company will use commercially reasonable efforts to make the Subscription Services available to Customer in accordance with the Service Level Addendum (“SLA”) attached hereto.

2. Limitations; Customer Obligations.

2.1. User Accounts. Customer will designate at least one individual user to act as an “administrator” for Customer’s account. The administrator will be responsible for creating unique usernames and passwords for Customer’s end users (“Users”). Subject to Customer’s compliance with this Agreement, Customer may designate an unlimited number of Users. Customer will be responsible for maintaining the security of User accounts (including usernames, passwords and administrator details) and any other content, systems, technologies or equipment that Customer uses in connection with the Services. Customer releases Company from any liability relating to Customer’s obligations under this Section, including any unauthorized access to or use of the Subscription Services or any access to or use of Customer’s content, systems, technologies or equipment resulting therefrom.

2.2. Prohibited Use. Customer will not and will ensure that its User do not, directly or indirectly, (i) modify, rent, sublease, sublicense, assign, use as a service bureau, copy, lend, adapt, translate, sell, distribute, create derive works from, decompile, disassemble, reverse engineer or otherwise attempt to discover the source code, object code or underlying structure, ideas, knowhow, processes or algorithms relevant to the Software or Services or remove any proprietary notices or labels affixed on or delivered with the Software or Services. Although Company has no obligation to monitor Customer’s use of the Software or Services, Company may do so and may prohibit any use of the Software or Services it believes are or may be in violation of this Agreement, with notice to Company that includes a description of the actual or suspected violation.

2.3. Customer Commitments. Customer represents and warrants that Customer and its Users will use the Software and Services, including any Customer Data associated with such use, only as permitted by this Agreement and in compliance with all applicable laws and regulations. If Customer becomes aware of any threats to the confidentiality or security of the Software or Services that is or is likely to be caused by Customer, its Users or the systems, technologies or software used by them, Customer will promptly notify Company. As used herein, “Customer Data” means all non-public data, information, materials and content provided by Customer to Company or used by Customer in connection with the Services, excluding Usage Data (as defined below).

2.4. Reserved Rights. As between the parties, (a) Customer owns and retains all right, title and interest in and to the Customer Data; and (b) Company owns and retains all right, title and interest in and to (i) the Software and Services, and all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with Professional Services or Support, and (iii) all intellectual property rights related to any of the foregoing. No rights or licenses are granted by either Party except as expressly set forth in this Agreement.

3. Confidentiality.

3.1. General. Except to the extent required by applicable law, including, but not l imited to, the California Public Records Act (Gov. Code, § 7920.00 et seq.), the parties agree to hold each other’s Confidential Information in strict confidence, not to use it in any way, commercially or otherwise, other than for the legitimate purposes of this Agreement, and not to disclose it to others. For purposes of this Agreement, “Confidential Information” means and will include any information, materials or knowledge that is disclosed by one party or its Affiliates (“Discloser”) to the other party or its Affiliates (“Recipient”) during the relationship contemplated by this Agreement and concerns Discloser and its business, including business plans, roadmaps, financial condition, products, programming techniques, suppliers, technology or research and development. Recipient agrees to take all actions reasonably necessary to protect the confidentiality of all Confidential Information, including implementing and enforcing procedures to minimize the possibility of unauthorized use or disclosure of Confidential Information and not using or disclosing the Confidential Information to any third party (except as necessary to perform the Services or where required by law or court order). All Confidential Information, if any, is provided “AS IS” and without any warranty, express, implied or otherwise, regarding its accuracy or performance.

3.2. Exceptions. Confidential Information will not include any information that: (a) is or becomes publicly known through no fault of Recipient; (b) was rightfully in Recipient’s possession at the time of disclosure, without restriction as to use or disclosure; (c) has been rightfully received by Recipient from a third party without restriction as to use or disclosure; or (d) was developed by employees or agents of Recipient independently of and without access or reference to any information communicated to Recipient by Discloser.

The Disclosing Party agrees that these obligations of confidentiality will cease to apply to any information after five (5) years following Packet Page. 1410
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the Disclosing Party’s first disclosure thereof (excluding in respect of any trade secrets of Company, which will remain Company’s Confidential Information in perpetuity).

3.3. Usage Data. Notwithstanding anything to the contrary in this Agreement or otherwise, Company may collect and analyze Usage Data and will be free, during and after the Term, to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose Usage Data pertaining to Customer in aggregate or other de-identified forms in connection with Company’s business. As used herein, “Usage Data” means data and other information, including derivatives thereof, relating to the provision, use and performance of the Services.

4. Fees; Payment.

4.1. Fees. Customer will pay Company (or its Reseller, as applicable) the then-applicable per unit costs and other Service fees (collectively, “Fees”) as described in one or more quotes issued by Company (or its Reseller). Details regarding the assessment of Fees for the Subscription Services are set out in one of more quotes issued by Company (or its Reseller). Company reserves the right to change the Subscription Services Fees at the end of the then-current Subscription Period and/or to institute new charges upon ninety (90) days prior notice (email being sufficient) to Customer (or Reseller, as applicable). Any Subscription Services price increase will be effective at the start of the Subscription Period immediately following Company’s notice. If Customer (or Reseller) is exempt from any taxes, Customer (or Reseller) will provide Company an appropriate certificate of exemption; otherwise, Customer (or Reseller) is responsible for all taxes associated with use of the Services (other than U.S. taxes based on Company’s net income).

4.2. Late Payments; Fee Disputes. If amounts owed to Company in respect of Customer’s use of the Services are sixty (60) or more days overdue, without limiting its other rights and remedies, Company may suspend the Subscription Services and stop performance of the Professional Services until such amounts are paid in full. If Customer (or Reseller, as applicable) reasonably believes it has been billed incorrectly, Customer (or Reseller, as applicable) must submit a dispute to Company no later than sixty (60) days after the issuance date of the affected invoice. The parties will work promptly to resolve fee disputes in good faith, and Company will adjust or issue credits for any disputes resolved in Customer’s (or Reseller’s, as applicable) favor.

5. Term and Termination.

5.1. Term. This Agreement is effective as of the Effective Date and will continue in effect until terminated in accordance with this Section (the “Term”). In respect of the Subscription Services, a quote issued to Customer by Company or Reseller, as applicable (each a “Quote”) will indicate a period for which Customer is permitted to use the Subscription Services (a “Subscription Period”). Where agreed by Customer, at the end of Customer’s first Subscription Period and each subsequent Subscription Period thereafter, Customer’s commitment to purchase Subscription Services may be renewed (each, a “Renewal”) by the issuance of a subsequent Quote that is mutually accepted by Customer and Company. A Renewal may be cancelled by one Party notifying the other Party of its intent to not renew no less than sixty (60) days prior to the Renewal. In respect of any Professional Services, Company will commence work on the date listed in the applicable Quote or Statement of Work and continue performance for the period designated therein.

5.2. Termination. In addition to any other remedies it may have, (a) either Party may terminate this Agreement (i) with thirty (30) days’ notice if the other Party materially breaches any of the terms or conditions of this Agreement and fails to cure the breach during the notice period; (ii) with thirty (30) days’ notice if the other Party becomes insolvent or if Customer de-funded or (iii) by issuing a notice not to renew (as set out in above) where no other Order Forms or Statements of Work are then in effect; and (b) Company may terminate this Agreement (i) immediately if Customer violates Section 2.2 (Prohibited Use), or (ii) with ten (10) days’ notice if Customer fails to pay Fees when due and does not rectify non-payment in the notice period.

5.3. Effect of Termination; Survival. In the event of any termination of this Agreement under this Section, (i) Company’s obligations to perform and Customer’s rights to use the Services will immediately cease; and (ii) all outstanding Fees will become immediately due and payable. If Company hosts database portions of the Software, Company will make Customer Data available to Customer for electronic retrieval via a database export for a period of ninety (90) days following Agreement termination; thereafter Company may, but is not obligated to, delete stored Customer Data. Any termination of this Agreement prior to Company’s completion of Professional Services may be subject to additional terms and conditions as set out in the applicable Order Form or Statement of Work if designated by Company. All sections of this Agreement which should, by their nature, remain applicable after termination will survive, including accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6. Warranties & Disclaimers.

6.1. Company will perform Professional Services with the necessary skill, knowledge and experience using generally recognized practices and standards of performance for its industry. Company will use reasonable efforts to perform the Subscription Services Packet Page. 1411
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and maintain its technologies and practices in a manner that minimizes errors and interruptions. Subscription Services may be unavailable for scheduled maintenance, unscheduled emergency maintenance or due to other reasons outside of Company’s reasonable control. Company will use reasonable efforts to provide advance notice in writing (e-mail being sufficient) of any scheduled disruption of the Subscription Services.

6.2. NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY, COMPANY DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE OR SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND COMPANY

DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. Indemnification.

7.1. By Customer. Customer will defend, indemnify and hold Company and its officers, directors, employees and agents harmless from and against any liabilities, losses, damages and expenses, including court costs and reasonable attorneys’ fees (collectively, “Losses”), arising out of or in connection with any third-party claim: (i) related to any injury, damage or loss resulting from Customer’s (or any User’s) access to or use of the Services; (ii) arising from Customer’s (or any User’s) use of the Services in violation of this Agreement or applicable law; or (iii) alleging that Customer Data infringes or misappropriates a party’s intellectual property or rights therein.

7.2. By Company. Company will defend, indemnity and hold Customer and its officers, directors, employees and agents harmless from and against any Losses arising out of a third-party claim (i) that the Software or Services infringe any United States patent or any copyright or misappropriate of any trade secret or (ii) arising from Company’s gross negligence or willful misconduct in performance of the Services. The foregoing obligations do not apply (i) with respect to portions or components of the Software or Services not supplied by Company, made in whole or in part in accordance with Customer direction or specifications, modified after delivery by Company, or combined with other processes or materials where the alleged infringement relates to such supply, use, modification or combination; (ii) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (iii) with respect to any use of the Software or Services in violation of this Agreement or applicable law.

7.3. Infringement Claims. If, due to a claim of infringement, the Software or Services are held by a court of competent jurisdiction to be or are reasonably believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Software or Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Software or Services, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and provide Customer a refund for any prepaid, unused fees for the Services.

The foregoing is Customer’s sole and exclusive remedy with respect to infringement claims.

7.4. Procedure. To be entitled to the benefit of a Party’s (“Indemnitor”) obligations under this Section, (i) the other Party (“Indemnitee”) must advise the Indemnitor in writing of the existence of the claim promptly upon learning of its assertion; (ii) the Indemnitee must cooperate with the Indemnitor in all reasonable aspects connected with the defense of the claim; and (iii) in the case of infringement claims, at the Indemnitor’s election and with Indemnitee’s consent (not to be unreasonably withheld), give Indemnitor the sole defense and settlement of the claim.

8. Limitations of Liability. EXCEPT AS EXPRESSLY SET FORTH IN THE MAIN TERMS OF THIS AGREEMENT AND TO THE

FULL EXTENT PERMITTED BY LAW, EACH PARTY AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES,

CONTRACTORS AND EMPLOYEES DISCLAIM AND WILL HAVE NO LIABILITY WITH RESPECT TO THE SOFTWARE,

SERVICES OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT

LIABILITY OR OTHER THEORY, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THEIR POSSIBILITY FOR: (A) ANY ERROR, INTERRUPTION OF USE, LOSS, INACCURACY OR CORRUPTION OF DATA; (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR BUSINESS LOSS; (C) INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR COSTS OR DAMAGES; (D) ANY MATTER BEYOND A PARTY’S REASONABLE CONTROL; OR (E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS OF ALL OTHER CLAIMS, EXCEED THE FEES PAID TO COMPANY IN THE EIGHTEEN (18) MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY. NOTWITHSTANDING THE FOREGOING, EACH PARTY’S MAXIMUM LIABILITY FOR ANY DAMAGES OR LOSSES CAUSED BY THE OWING PARTY’S BREACHES OF CONFIDENTIALITY, WILLFUL MISCONDUCT, KNOWINGVIOLATIONS OF

APPLICABLE LAWS OR GROSS NEGLIGENCE, OR ARISING OUT OF BODILY INJURY, DEATH OR DAMAGE TO PHYSICAL PROPERTY WILL BE LIMITED TO THE GREATER OF (1) FIVE HUNDRED THOUSAND DOLLARS OR (2) THREE TIMES (3X) THE FEES PAID TO COMPANY IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT THAT GAVE

RISE TO THE LIABILITY
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9. Additional Customer Terms. Any terms or conditions required by Customer under applicable statute, judicial order or agency policy must be stated in Schedule 2 (Customer Terms) prior to execution of this Agreement. Notwithstanding anything to the contrary herein, Customer Terms will govern over the body of this Agreement in the event of a direct conflict.

10. General

10.1. Entire Agreement. This Agreement, including the Schedules hereto, any Quotes or Statements of Work issued hereunder (excluding any Reseller-added terms), and any Company terms referencing this Agreement, is the complete and exclusive statement of the mutual understanding of the parties. This Agreement supersedes and cancels all previous and contemporaneous written and oral agreements, communications and understandings relating to the subject matter hereof. Except as otherwise expressly agreed by the Parties, in the event of a direct conflict between the body of this Agreement and any terms referenced herein or in an Order Form, Statement of Work or Schedule hereto, the terms in the body of this Agreement will govern. Any waiver of rights or modifications or supplements to this Agreement must be in a writing signed by both Parties. All terms issued by Customer or Reseller that are not expressly permitted by Company are disclaimed.

10.2. Notices. Each Party’s address set forth in the signature blocks will be the place of receipt for notices issued in respect of this Agreement. Notice is effective when delivered personally, three (3) business days after sent by certified mail, on the business day after sent by a nationally recognized courier service, or on the business day after sent by email to [email protected] (where electronic confirmation is sent and received). A Party may change its notice address by giving notice in accordance with this section.

10.3. Execution; Validity; Construction. This Agreement is valid if signed by both parties, together or in counterpart, via facsimile transmission or electronic signature process, all of which taken together will constitute one agreement. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The term “including”, as used herein, will be construed to mean “including, but not limited to”.

10.4. Assignment. This Agreement is not assignable, transferable or sublicensable by either party except with the other party’s prior written consent, except that Company may assign this Agreement to an affiliate or a successor entity in the event of a merger, acquisition, or sale of all or substantially all its assets provided that Company provides thirty (30) days’ advance written notice to Customer and that any such successor entity agrees in writing to be bound by the terms of this Agreement.

10.5. Relationship of Parties; No Third Party Beneficiaries. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. No third party beneficiaries are intended and the parties expressly disclaim any third party beneficiaries.

10.6. Choice of Law; Venue. Except as otherwise prohibited by law or ordinance applicable to Customer, this agreement will be governed and interpreted in accordance with the laws of the State of California without regard to the conflicts of law provisions of any state or jurisdiction. The parties agree that all actions or proceedings arising in connection with this agreement shall be tried and litigated only in the state and federal courts located in the County of San Bernardino, California. Both parties waive any right they may have to assert the doctrine of forum non conveniens or to object to such venue and hereby consent to any court ordered relief.

10.7. Feedback. If Customer provides any feedback, comments, suggestions, ideas, requests or recommendations for modifications or improvements to Company’s products, services, websites, documentation or similar materials (“Feedback”), Customer hereby assigns and agrees to assign all right, title and interest in any such Feedback to Company to be used for any purpose.

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SCHEDULE 1 ePermitHub
Support Terms
These ePermitHub Support Terms (these “Support Terms”) are incorporated into and form a critical component of the ePermitHub Subscription Software & Services Agreement or other agreement between the parties in respect of the software and services of PermitRocket Software LLC (the “Agreement”). All capitalized terms not defined herein have the meaning given in the Agreement.

In the event of a conflict between the terms of these Support Terms and the terms of the Agreement, the terms and conditions of these Support Terms apply. These Support Terms may be updated from time to time by Company in its sole discretion; provided that any such update will not materially reduce Customer’s rights hereunder as established at the time the Agreement was executed.

If not otherwise defined in the Agreement, as used in these Support Terms: “Company” means PermitRocket Software LLC dba ePermitHub; “Customer” means the party using the Subscription Services; and “Subscription Services” means the pay-per-use software-as-a-service, which may be cloud-hosted by Company or provided by Company for on-premise use, as provided by Company under the Agreement.
1) Updates. Company will use commercially reasonable efforts during the Term of the Agreement to provide Customer with periodic updates to the Software and/or Subscription Services (“Updates”). Updates may address security fixes, critical patches, general maintenance functionality, and documentation and will be made available at Company’s discretion. Company is under no obligation to develop any future functionality or enhancements for the Software or Services unless otherwise specified in the Agreement. If an Update is made available to Customer pursuant to these Support Terms, it will automatically replace the previous version of the Software or Subscription Services, as applicable. Company’s support of the Subscription Services presumes that Customer has implemented Updates for the current or one of the prior two (2) major version releases; where Customer has not implemented prior Updates, Company’s responsiveness and ability to resolve errors may be impacted. Where practical, Company will schedule Updates during non-business hours and will provide Customer with advance notice of all Updates. Where practical, Company will schedule Updates during non-business hours and will provide Customer with advance notice of all Updates. 2) Support Access. In support of the Subscription Services, during the Term of the Agreement Company will provide first-line Support below. These Support commitments are provided to Customer at no additional cost beyond its Subscription Services Fees. a) Telephone Support. Company’s Customer Resource Center (CRC), a live technical support facility (“Telephone Support”), will be available to Customer during Company’s regular support hours of 8:00am - 8:00pm (Eastern Time), Monday through Friday (excluding Company’s observed holidays that include: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Veterans’ Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, Christmas Day, and New Year’s Eve) (“Support Hours”).
b) Email Support. One or more Company electronic mail addresses (“Email Support”) to which Customer may submit routine or non-critical Support Requests to be addressed by Company during its Support Hours. c) Online Support Materials. Company will make available certain archived client-side software updates and other technical information in Company’s online support database, which is continually available (“Online Support”). This Online Support may not be used to submit Support Requests.

Customer is limited to two (2) contacts (“Customer Support Contacts”) at any one time who will be authorized to submit Support Requests (as defined below) to Company. Customer is responsible for providing Company with the names and contacts of these two Customer Support Contacts and keeping Company up-to-date in the case that Customer Support Contacts (either named individuals and/or their contact information) are changed
3) Support Request Process. Customer may log requests for Support (each, a “Support Request”) through Company’s Telephone Support or Email Support. For each Support Request, Customer will provide reasonable details regarding the issue it is experiencing (the “Issue”) and Customer will use reasonable efforts to assign a level of priority (“Priority Level”) for the Issue using the table below. During the Support Request process and at any time prior to Issue resolution, Company may determine an Issue warrants assignment to a higher Priority Level, that an Issue no longer warrants the Priority Level assigned, or than an Issue should be separated into parts or combined with other Issues. Company may upgrade or downgrade Priority Levels and/or revise the listed Issue to reflect current impact and known parameters.

Priority Level Description Target Response
Time*
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Level 1
Critical functions of Subscription Services are not available or seriously affected for a majority of Users and there is no reasonable workaround available (e.g. service is non-responsive, Customer’s use is halted). 1 Days
Level 2
Subscription Services are affected, with Users being able to work in a limited capacity, and there is no feasible workaround (e.g. Customer’s day to day operations continue but are substantially impacted) 3 Days
Level 3 Subscription Services are partially non‐functional but a feasible workaround exists (e.g. non‐critical feature is unavailable). 5 Days Level 4
Subscription Services are functional but there is a problem or other issue that does not significantly impact use (e.g. incorrect label or cosmetic defect)
Next Update
*Target Response Times are Company’s expected first response to a Support Request; they are non-binding estimates only. As used in the table above, “Day” means one full business day within the Support Hours. A Day begins in the first Support Hour in which Customer makes its Support Request via Telephone or Email Support, with any weekend or off-hours Support Requests being logged at the first Support Hour that follows Customer’s submission to Company. 4) Support Limitations & Exclusions. The following “Support Exclusions” are not covered by these Support Terms and Company expressly disclaims responsibility for any support functions or services rendered or necessitated by:
a) any unauthorized access to or misuse of the Subscription Services; b) needs arising during times outside of Company’s regular business hours stated above; c) external factors outside of Company’s reasonable control, including any force majeure event or Internet access or related problems beyond the Subscription Service demarcation point; d) issues arising out of or caused by customizations done by a party other than Customer or outside of Company’s best practice recommendations, configuration changes, scripting, or data loss caused by or through Customer or any User; e) issues arising out of or caused by Customer’s, User’s or any third-party’s equipment, software or other technology (other than third-party equipment within Company’s direct control); f) services requested by Customer to implement Updates provided by Company; g) efforts to resolve or work-around conditions which cannot be reproduced in Company’s support environment; or h) any third party software add-ons supplied with the Subscription Services, except where specified in the Agreement.

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SCHEDULE 2
Additional Customer Terms
None unless expressly set out herein.

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ePermitHub Service Level Addendum
This ePermitHub Service Level Addendum (this “SLA”) is a policy governing the provision and use of the Subscription Services and is incorporated into and forms a critical component of the ePermitHub Subscription Software & Services Agreement or other agreement between the parties in respect of the software-as-a-service technologies of PermitRocket Software LLC (the “Agreement”). Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement. In the event of a conflict between the terms of this SLA and the terms of Agreement, the terms and conditions of this SLA apply. This SLA may be updated from time to time by Company in its sole discretion; provided that any such update will not materially reduce Customer’s rights hereunder as established at the time the Agreement was executed.

If not otherwise defined in the Agreement, as used in this SLA: “Company” means PermitRocket Software LLC dba ePermitHub; “Customer” means the party using the Subscription Services; and “Subscription Services” means the pay-per-use software-as-aservice, which may be cloud-hosted by Company or provided by Company for on-premise use, as provided by Company under the Agreement.

1. Definitions

1.1. “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Subscription Services were Unavailable. Measurement of the Monthly Uptime Percentage excludes downtime resulting directly or indirectly from any SLA Exclusion.

1.2. “Service Credit” is a dollar credit, calculated as set forth below, that Company may credit back to an eligible Customer account.

1.3. “Unavailable” means, as applicable: (i) Customer is repeatedly unable to log into the Subscription Services; or (ii) Customer experiences lack of connectivity to the Subscription Services for more than five (5) minutes. The foregoing events must be verifiable or replicable by Company or its designee.

2. Service Commitment.

2.1. Company will use commercially reasonable efforts to make the Subscription Service available with a Monthly Uptime Percentage of at least 99.9%, in each calendar month of the applicable Subscription Period (the “Service Commitment”). In the event the Subscription Services do not meet this Service Commitment, Customer will be eligible to receive a Service Credit as described below.

2.2. Scheduled & Emergency Maintenance: Company will maintain certain scheduled maintenance windows during which regular, planned maintenance of the Subscription Services may be performed. Company will use commercially reasonable efforts to provide Customer with no less than twenty-four (24) hours’ notice prior to Services unavailability due to planned maintenance. Company’s standard maintenance window will generally fall between the hours of 9:00 PM [21:00] Thursday and 1:00 AM [1:00] Friday local time.

Company will endeavor to provide as much notice as is practicable under the circumstances for patches, updates, fixes and other emergency maintenance activities which may be applied on an urgent basis. Where possible, Company will provide three (3) business days’ notice prior to any planned network, server hardware, operating environment, or database modifications of a material nature.

2.3. Service Credits. Subject to the terms of this SLA, Service Credits are calculated as a percentage of the monthly bill for the Subscription Services in the month that the Service Commitment was not met. Company will apply any Service Credits only against future Subscription Services payments otherwise due from Customer. Service Credits will not entitle Customer to any refund or other payment from Company. Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Agreement, Customer’s sole and exclusive remedy for any unavailability, non-performance, or other failure by Company to provide the Subscription Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA. If availability is impacted by factors other than those used in the Monthly Uptime Percentage calculation, Company may issue a Service Credit considering such factors at Company’s discretion.

Monthly Uptime Percentage Service Credit Percentage
Less than 99.9% but equal to or greater than 99.0% 2%
Less than 99.0% but equal to or greater than 95.0% 5%
Less than 95.0% but equal to or greater than 90.0% 7%
Less than 90.0% but equal to or greater than 80.0% 9%
Less than 80.0% 10%

2.4. Service Credit Requests. To receive a Service Credit, Customer must submit a claim in writing to [email protected]. To be eligible for a Service Credit, the claim must be received by Company in the calendar quarter in which the incident occurred and must include: (i) the words “SLA Credit Request” in the subject line; (ii) the dates and times of each Unavailability incident that Packet Page. 1417
ePermitHub Subscription Software & Services Agreement
v.07.27.22
CONFIDENTIAL Page 10 of 10
Customer is claiming; and (iii) the quantity or scope of affected Users (as indicated by User ID, number of departments or similar metric). If the Monthly Uptime Percentage of such Service Credit request is confirmed by Company as being less than the Service Commitment, Company will issue any Service Credit to Customer as part of the fee reconciliation process of the Subscription Period immediately following the Subscription Period in which Customer’s request is confirmed by Company. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving a Service Credit.

3. Exclusions
The Service Commitment does not apply to any unavailability, suspension of termination of the Subscription Service, or any performance issues pertaining to the Subscription Service, that: (i) are caused by factors outside of Company’s reasonable control, including any force majeure event or Internet access or related problems beyond the Subscription Services demarcation point; (ii) result from customizations (if outside of Company’s best practice recommendations), configuration changes, scripting, or data loss caused by or on behalf of Customer or any User; (iii) result from Customer’s or any User’s or third party’s equipment, software or other technology or integrations (including, but not limited to, Accela system errors or availability issues where Customer utilizes Subscription Services via Accela Platform); (iv) that result from any maintenance performed by or on behalf of Company as contemplated in the terms above; or (vii) arising from our suspension or termination of Customer’s right to use the Subscription Services in accordance with the Agreement (collectively, the “SLA Exclusions”). If availability is impacted by factors other than those used in the Monthly Uptime Percentage calculation, Company may issue a Service Credit with consideration to pertinent factors as assessed by Company in its sole discretion.

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QUOTE
Gray Quarter, Inc.
8575 Morro Rd
Atascadero, CA 93422
[email protected]
925-236-0070
www.grayquarter.com
# Date Product or service Description Qty Rate Amount

1. GWiz Annual Subscription - Base Annual Subscription Year 1: Gray Quarter Wizard Subscription Service to Support
Permitting Process(per year).A subscription
to a web-based decision tree/wizard
interface that allowsthe agency to leverage
the benefits of a modern system while
reducing errors in the application process.

Includes web-based tools to author and
manage decision trees, as well as robust
reporting on wizard sessions.
1 $21,585.00 $21,585.00
Base subscription includes unlimited
decision trees, integration with Accela,
integration with GIS, and up to 50,000 unique
wizard sessions annually.

2. GWiz Annual Subscription - Base GWiz Annual Renewal Year 2: 1 $28,779.00 $28,779.00

3. GWiz Annual Subscription - Base GWiz Annual Renewal Year 3: 1 $30,218.00 $30,218.00

4. GWiz Annual Subscription - Base GWiz Annual Renewal Year 4: 1 $31,729.00 $31,729.00

5. GWiz Annual Subscription - Base GWiz Annual Renewal Year 5: 1 $33,315.00 $33,315.00

6. Annual Subscription, Electronic
Signature Service
GQ-I-ESIG-BAS Year 1: A subscription to
eSignature solution utilizing Agency's existing
DocuSign API license within a single
DocuSign organization.
1 $11,200.00 $11,200.00
Installation and maintenance of additional
GQ-I-ESIG-BAS features as they are added
periodically. Packet Page. 1420
ESIG_BAS Scripting Template which will
Packet Page. 1421
provide the Agency with high level
instructions to enable other electronic
signature scripting events in the Accela
installation

7. Annual Subscription, Electronic GQ Electronic Signature Renewal Year 2: 1 $11,536.00 $11,536.00 Signature Service

8. Annual Subscription, Electronic GQ Electronic Signature Renewal Year 3: 1 $11,882.00 $11,882.00 Signature Service

9. Annual Subscription, Electronic GQ Electronic Signature Renewal Year 4: 1 $12,239.00 $12,239.00 Signature Service

10. Annual Subscription, Electronic GQ Electronic Signature Renewal Year 5: 1 $12,607.00 $12,607.00 Signature Service

11. Subscription Gray Quarter Hosted GQ Connect Laserfiche 1 $10,000.00 $10,000.00 Integration Subscription Year 1

12. Subscription Gray Quarter Hosted GQ Connect Laserfiche 1 $10,300.00 $10,300.00 Integration Subscription Year 2

13. Subscription Gray Quarter Hosted GQ Connect Laserfiche 1 $10,609.00 $10,609.00 Integration Subscription Year 3

14. Subscription Gray Quarter Hosted GQ Connect Laserfiche 1 $10,928.00 $10,928.00 Integration Subscription Year 4

15. Subscription Gray Quarter Hosted GQ Connect Laserfiche 1 $11,256.00 $11,256.00 Integration Subscription Year 5

16. Easy Schedule Annual subscription to Easy Schedule Year 1 $5,000.00 $5,000.00 1:

Easy Schedule provides a single page user
experience for contractors to schedule
inspections in just four mouse clicks! Fully
responsive and location-aware for optimized
mobile use, the scheduler page can
automatically bring up the right permit based
on the contactor’s location. Easy Schedule
can be fully branded based on the agency’s
style guide. The application is hosted on the
Gray Quarter iPaaS for monitoring,
maintenance, logging, and notification.

17. Easy Schedule GQ Easy Scheduler Renewal Year 2: 1 $5,150.00 $5,150.00

18. Easy Schedule GQ Easy Scheduler Renewal Year 3: 1 $5,305.00 $5,305.00

19. Easy Schedule GQ Easy Scheduler Renewal Year 4: 1 $5,465.00 $5,465.00

20. Easy Schedule GQ Easy Scheduler Renewal Year 5: 1 $5,629.00 $5,629.00

21. Subscription GQ Annual Subscription to ePayment API 1 $7,700.00 $7,700.00 integration Year 1. Hosted in PCI compliant
zone.

22. Packet Page. 1422
Subscription GQ Annual Subscription to ePayment API
integration Renewal Year 2.
1 $7,931.00 $7,931.00

23. Subscription GQ Annual Subscription to ePayment API integration Renewal Year 3.
1 $8,169.00 $8,169.00

24. Subscription GQ Annual Subscription to ePayment API integration Renewal Year 4.
1 $8,415.00 $8,415.00

25. Subscription GQ Annual Subscription to ePayment API integration Renewal Year 5.
1 $8,668.00 $8,668.00

26. Subscription ePermitHub Plan Review Software Annual Subscription Year 1
1 $80,000.00 $80,000.00

27. Subscription ePermitHub Plan Review Software Annual Subscription Renewal Year 2
1 $84,000.00 $84,000.00

28. Subscription ePermitHub Plan Review Software Annual Subscription Renewal Year 3
1 $88,200.00 $88,200.00

29. Subscription ePermitHub Plan Review Software Annual Subscription Renewal Year 4
1 $92,620.00 $92,620.00

30. Subscription ePermitHub Plan Review Software Annual Subscription Renewal Year 5
1 $97,240.00 $97,240.00
Total $767,675.00
Note to customer
5yr Gray Quarter quote as stated in BAFO Appendix G2-H-I for Online Portal and Interface Subscriptions
Expiry
date
12/20/2024
Gray Quarter SaaS Terms:
https://cdn.grayquarter.com/content/tos/Gray%20Quarter%20Subscription%20Services%20Terms%20(ONLINE).pdf Accepted date Accepted by
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August 28, 2024 – Gray Quarter, Inc. Page 1 of 63

PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF SAN BERNARDINO
AND GRAY QUARTER, INC.

This Agreement is made and entered into as of November 20, 2024 by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, CA 92401 (“City”), and Gray Quarter, Inc. a CA Corporation with its principal place of business at 8575 Morro Rd, Atascadero, CA 93422 (hereinafter referred to as “Consultant”).

City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties.”

RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:

Accela Civic Platform Implementation (hereinafter referred to as “the Project”).

B. Consultant is duly licensed and has the necessary qualifications to provide such services.

C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

AGREEMENT

1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference.

2. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.”

3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement.

4. Compensation.
a. Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A.” b. In no event shall the total amount paid for services rendered by Packet Page. 1424
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Consultant under this Agreement exceed the sum of $2,100,336. This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.

5. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. a. Adjustments. No retroactive price adjustments will be considered. Additionally, no price increases will be permitted during the first year of this Agreement, unless agreed to by City and Consultant in writing.

6. Term. This Agreement shall commence on the Effective Date and continue through June 30th, 2027 unless the Agreement is previously terminated as provided for herein (“Term”).

7. Maintenance of Records; Audits.
a. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date. b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.

8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term.

9. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such Packet Page. 1425
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circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay.
c. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

10. Compliance with Law.
a.Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements.
b.If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies.
c.If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.

11. Standard of Care. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant’s performance shall conform in all material respects to the requirements of the Scope of Work.

12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City.

13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of Packet Page. 1426
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whatever nature that are legally required of Consultant to practice his/her profession, skill, or business.

14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.

15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance.

16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured
The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. b. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City.
(ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:

Insurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or exact
equivalent.

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(iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX)
exclusion deleted
(7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either
deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured.
c. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status.
(iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers’ Compensation/Employer’s Liability
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(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section.
e. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend.
f. Privacy/Network Security (Cyber)
At all times during the performance of the work under this Agreement, the Consultant shall maintain privacy/network security insurance for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and the (4) introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City.
h. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:

Combined Single Limit
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Commercial General Liability $2,000,000 per
occurrence/$4,000,000 aggregate for
bodily injury, personal injury, and
property damage
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage
Employer’s Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
Cyber Liability $1,000,000 per occurrence and
aggregate
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement.
i. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
j. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.

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(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the
professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
k. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or
companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. l Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification.

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(ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
m. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.

17. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project, or this Agreement, including without limitation the payment of all damages, expert witness fees, attorneys’ fees and other related costs and expenses. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or authorized volunteers. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement. b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, Packet Page. 1432
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pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

18. California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).

If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable.

This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements.

19. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.

20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California.

21. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days’ written notice to Consultant. In such event, City shall be immediately given title and possession to all Packet Page. 1433
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original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon ninety (90) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.

22. Attorneys’ Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

The costs, salary, and expenses of the City Attorney’s Office in enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the purposes of this Agreement.

23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City.

In the event that an error or omission attributable to Consultant’s professional services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction.

24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect.

25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

26. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.

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27. Organization. Consultant shall assign Carson Goldberg as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.

28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above.

29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof:

CITY:

City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: City Manager
With Copy To:

City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: City Attorney
CONSULTANT:

Gray Quarter, Inc
8575 Morro Rd
Atascadero, CA 93422
Attn: Brian Weber
Chief Revenue Officer
[email protected]

30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.

31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such nondiscrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

32. Entire Agreement. This Agreement, including Exhibit “A,” represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This is an integrated Agreement.

33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and Packet Page. 1435
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provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect.

34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.

35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

36. Time of Essence. Time is of the essence for each and every provision of this Agreement.

37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement.

39. City’s Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.

40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement.

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42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement.

43. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.

44. Disciplinary Actions in Phases for Non-Performance. Failure for Consultant to perform its obligations under this Agreement or comply with the Performance Indicators may result in disciplinary action as follows:
(i) Informal Warning (Written or Verbal). Consultant is given a warning in regards to non-performance. If a verbal warning is issued, it will be confirmed with an electronic correspondence to the Consultant. (ii) Formal Written Warning. A formal written warning is issued to Consultant pursuant to Section 29 of this Agreement. Consultant must respond within 5 to 10 days of receipt of the formal warning. Upon response from the Consultant, Consultant shall be provided a reasonable time to make corrections to their performance. This time period
(iii) Formal Penalty Issued. A penalty of 15% of the
Consultant’s current invoice amount or annual contract amount is deducted for nonperformance after previous warnings have been issued. (iv) Termination of Contract. If the performance has not been corrected after all warnings and previous penalties have been exhausted, City may terminate the contract pursuant to Section 21 of this Agreement. [SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF SAN BERNARDINO
AND GRAY QUARTER, INC.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF SAN BERNARDINO
APPROVED BY:

Rochelle Clayton
City Manager
ATTESTED BY:

Genoveva Rocha
City Clerk
APPROVED AS TO FORM:

Best Best & Krieger LLP
City Attorney

CONSULTANT
Signature
Brian Weber
Name
Chief Revenue Officer
Title
10/28/2024
Date
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EXHIBIT A
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Gray Quarter, Inc.

RFP F-23-78 SOW
prepared for City of San Bernardino, CA
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Document Control
Date Author Version Changes
08/20/2024 Larry Cooper 1.0 Initial
08/28/2024 Brian Weber 1.1 Final Draft
09/23/2024 Brian Weber 2.0 Redline Responses
10/02/2024 Brian Weber 2.1 Final Revisions
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Table of Contents
Document Control.......................................................................................................................................................................2 Table of Contents ........................................................................................................................................................................2 Overview .........................................................................................................................................................................................3 Services Description....................................................................................................................................................................4 Critical Success Factors..............................................................................................................................................................4 Scope of Services.........................................................................................................................................................................5 Scope of Work..........................................................................................................................................................................5 Reports........................................................................................................................................................................................7 Definition of Complexity ......................................................................................................................................................8 Business Automation (Scripting/EMSE)..........................................................................................................................9 Interfaces (In scope)...............................................................................................................................................................9 Conversions ............................................................................................................................................................................13 Training.....................................................................................................................................................................................15 User Acceptance Testing ...................................................................................................................................................18 Release Plan............................................................................................................................................................................18 Management and Governance........................................................................................................................................18 Status Reporting........................................................................................................................................................19 Issue, Risk, and Action Item Management 19
Definition of Done and Deliverable Acceptance 19
Definition of Defect, Defect Severities 20
Change Control 20
Project Management Tools 22
Project Governance Framework 23
Implementation Methodology.............................................................................................................................................23 Team Roles and Responsibilities.........................................................................................................................................24 General Gray Quarter Responsibilities .........................................................................................................................24 General Client Responsibilities........................................................................................................................................25 Specific Team Roles.............................................................................................................................................................25 Delivery Approach ....................................................................................................................................................................26 Sprint Zero and Product Backlog Elaboration...........................................................................................................27 Packet Page. 1442
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Sprint 0 Foundation Analysis................................................................................................................................27 Sprint 0 Foundation Analysis Acceptance Criteria 28
Definition of Ready 28
Build Sprints............................................................................................................................................................................29 Software Release to Production .....................................................................................................................................32 Post-Production Support...................................................................................................................................................32 Assumptions................................................................................................................................................................................32 General Assumptions..........................................................................................................................................................32 Records and Configuration...............................................................................................................................................33 Reports .....................................................................................................................................................................................33 Interfaces .................................................................................................................................................................................34 Conversions ............................................................................................................................................................................34 Training.....................................................................................................................................................................................34 User Acceptance Testing ...................................................................................................................................................34 Payment Terms ..........................................................................................................................................................................34 Expenses .......................................................................................................................................................................................34 Appendix A: Statement of Work for the ePermitHub’s Digital Plan Room ........................................................35 High Level Overview of the DPR implementation .......................................................................................36 ePermitHub Digital Plan Room Project Plan Details...................................................................................37 Project Assumptions................................................................................................................................................44 Accela/Gray Quarter RFP #F-23-78 Response inclusive of Appendix A-J……………………………………64-228 Gray Quarter BAFO Appendix G2-H-I……………………………Attachment Immediately After RFP Response Accela System Overview Follow-up Items……………………..Attachment Immediately After RFP Response Packet Page. 1443
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Overview
This Statement of Work (“SOW”) dated August 29, 2024 describes how Gray Quarter, Inc. (“Gray Quarter”) will provide the City of San Bernardino, CA (“Client”) with Accela Civic Platform implementation and configuration assistance (collectively known as “Services”).

Services Description
The Client is seeking Gray Quarter to implement an integrated land management system utilizing best practices, automated workflow, online portal capabilities, mobile solutions, and other modern technology.

The high-level objectives include:
• Replace the existing Land Management system,
• Improve and streamline operational/business processes, including the reduction of manual paper processes and redundant shadow systems,
• Improve automated workflows,
• Improve integrations between application systems,
• Adopt the use of best business practices.

Critical Success Factors
To successfully execute the Services described herein, several critical success factors must be closely monitored and managed by Gray Quarter and Client stakeholders:

Dedicated Client Participation and Governance – The client acknowledges that its staff has the appropriate skills, available time, and system subject matter expertise. Knowledgeable staff will be actively involved throughout the project to deliver the roles and responsibilities defined and required of the Client. In addition, the Client will assign a Product Owner empowered to make decisions and accountable for maximizing business value delivered to the Client. The Product Owner will direct the team to the highest priority work. Lastly, project governance must support the team by making timely decisions, mitigating risks, and resolving issues rapidly.

Clear Business Objectives – The client has documented their business objectives before the commencement of the project and shared those objectives with Gray Quarter.

Product Backlog Identified and Documented – Client and Gray Quarter identify, document, prioritize, and continually manage the Client's technical, functional, data, and any other requirements (expressed as User Stories) that must be satisfied for the project to be considered successful by the Client and Gray Quarter.

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Business Process Definition and Understanding – The client must be able to articulate the desired business processes.

Knowledge Transfer – It is critical that Client resources are dedicated to increasing their knowledge of the Accela Civic Platform by participating in the analysis, configuration, and deployment of the software. The Client must be prepared to assume day-to-day operations of Accela Civic Platform outside of the Support and Maintenance Agreement. Key knowledge transfer areas include:
• Configuration
• Interfaces
• Business Rule Automation
• Reports and Forms
• Release Management
Scope of Services
The following sections define this SOW's scope and delivery approach, describing each item listed below.

Scope of Work
The project scope includes implementing and customizing seventy (73) record types, as outlined below. Although the specific four-level record structure and application aliases are not provided here, they will be established when developing the story for each record ID. The Client will work with Gray Quarter to establish a release strategy for each record type listed below within the project 2-year timeframe.

Each record type will also be evaluated for implementation in the Gray Quarter Wizard (refer to RFP Response: Appendix A and BAFO Response Appendix G2-H-I) during the ‘Foundation Analysis Sprint’ to rectify problem areas for complex online application business processes. The Client will work with Gray Quarter to implement a series of filtering questions for each record type identified during the ‘Foundation Analysis Sprint,’ which routes the citizen to the correct final record submission in the Gray Quarter Wizard (refer to BAFO Response Appendix G2-H-I).

During the ‘Foundation Analysis Sprint’ Gray Quarter and Client will determine the record types that will utilize ePermitHub’s Digital Plan Room (hereinafter referred to as ‘DPR’) (refer to RFP Response:

Appendix A and BAFO Response Appendix G2-H-I) software interface. The sprints will be prioritized to allow for the implementation of the record and digital plan review software at the same time, if applicable. The implementation of DPR interface will be entwined with the development of the record type and the baseline DPR configuration and automation to ensure the implementation follows agile methods.

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Table 1. Record Types (in scope)
ID Department Record Type
R-1 Planning Pre-Application
R-2 Planning Administrative Permit
R-3 Planning General Plan Amendment
R-4 Planning Tentative Parcel Map
R-5 Planning Annexation/De-Annexation
R-6 Planning Tentative Tract Map
R-7 Planning Appeals
R-8 Planning Final Parcel Map
R-9 Planning Code Amendments
R-10 Planning Final Tract Map
R-11 Planning Conceptual Plan Review
R-12 Planning Lot Line Adjustments
R-13 Planning Development Plan
R-14 Planning Lot Mergers
R-15 Permits Accessory Dwelling Unit
R-16 Permits Mechanical
R-17 Permits Solar/Photovoltaic
R-18 Permits Alterations/Remodel
R-19 Permits Reroof
R-20 Permits Residential Building
R-21 Permits Water Heater
R-22 Permits Certificate of Occupancy
R-23 Permits Sign Permit
R-24 Permits Demolition
R-25 Permits Home Occupation Permit
R-26 Permits Electrical
R-27 Permits Temporary Use
R-28 Permits Fences
R-29 Permits Grading Permit
R-30 Permits Landscape Permit
R-31 Permits Haul Permit
R-32 Permits Traffic Hydrology Stormwater Permit
R-32 Permits Wide Load Permit
R-34 Permits Swimming Pool Drainage Permit
R-35 Permits Stockpile Permit
R-36 Permits Off-Site Improvements
R-37 Permits Right of Way
R-38 Permits Wall Permit
R-39 Permits Sidewalk Vendor
R-40 Permits Encroachment Permit
R-41 Permits Parcel Map, Tract Map
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R-42 Permits Lot Line Adjustment
R-43 Permits Lot Merger
R-44 Code Case Construction without a permit
R-45 Code Case Substandard Housing
R-46 Code Case Commercial Enforcement
R-47 Code Case Vehicle Abatement
R-48 Code Case Multi-Family Rental Program
R-49 Code Case Vendor Enforcement
R-50 Code Case Hazardous Conditions
R-51 Code Case Vacant Lot
R-52 Code Case Marijuana Dispensary
R-53 Code Case Yard Sale
R-54 Code Case NOP Request
R-55 Code Case Doing Business without an Active Business License R-56 Code Case Property Maintenance
R-57 Code Case Single Family Rental Program
R-58
Request Management
Single Record that supports (requests, complaints,
suggestions, compliments by location)
R-59 Licensing Application Record
R-60 Licensing License Record
R-61 Licensing Renewal Record
R-62 Licensing Application Record 2
R-63 Licensing License Record 2
R-64 Licensing Renewal Record 2
R-65 Licensing Application Record 3
R-66 Licensing License Record 3
R-67 Licensing Renewal Record 3
R-68 Licensing Application Record 4
R-69 Licensing License Record 4
R-70 Licensing Renewal Record 4
R-71
TBD
TBD – Extra for records not listed in RFP Response: Appendix A
R-72
TBD
TBD – Extra for records not listed in RFP Response: Appendix A
Reports
No reports were specifically provided in the RFP Response: Appendix A. The following is a generic list of the types of reports the team will provide. The team will evaluate all reports and provide a type of Executive, SSRS, or Ad Hoc report and determine if they are assigned to the Client or Gray Quarter. • Reports are defined as any output of data from the system, such as letters, forms, queries, dashboards, data exports, etc.

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• Reports will be developed using reporting tools as provided by Accela and/or supported in the Accela Cloud (e.g., PowerBI, Microsoft SQL Report Services, Crystal Reports, Accela AdHoc Reports).

Table 3. Reference Tab “BAFO Response Appendix G2-H-I” Reports & Inquiry Development
# Report Name Report Description Report Complexity
RPT.01 Report One Executive Dashboard Permitting Low Complexity RPT.02 Report Two Executive Dashboard Planning Low Complexity RPT.03 Report Three Executive Dashboard
Enforcement
Low Complexity
RPT.04 Report Four Executive Dashboard Requests Low Complexity RPT.05 Report Five Executive Dashboard Licensing Low Complexity RPT.06 Report Six State reporting Medium Complexity
RPT.07 Report Seven State reporting Medium Complexity
RPT.08 Report Eight State reporting Medium Complexity
RPT.09 Report Nine Letter Generation Low Complexity
RPT.10 Report Ten Letter Generation Low Complexity
RPT.11 Report Eleven Letter Generation and Batch
Notice
Low Complexity
RPT.12 Report Twelve Standard SSRS Report Medium Complexity RPT.13 Report Thirteen Standard SSRS Report Medium Complexity RPT.14 Report Fourteen Standard SSRS Report Medium Complexity RPT.15 Report Fifteen Standard SSRS Report Medium Complexity RPT.16 Report Sixteen Standard SSRS Report Medium Complexity RPT.17 Report Seventeen Standard SSRS Report Medium Complexity RPT.18 Report Eighteen Standard SSRS Report Medium Complexity RPT.19 Report Nineteen Standard SSRS Report Medium Complexity RPT.20 Report Twenty Standard SSRS Report Medium Complexity RPT.21 Report TwentyOneStandard SSRS Report Medium Complexity RPT.22 Report TwentyTwoStandard SSRS Report Medium Complexity RPT.23 Report TwentyThreeStandard SSRS Report Medium Complexity RPT.24 Report TwentyFourStandard SSRS Report Medium Complexity RPT.25 Report Twenty-Five Standard SSRS Report Medium Complexity RPT.26 Report Twenty-Six Standard SSRS Report Medium Complexity RPT.27 Report TwentySevenStandard SSRS Report Medium Complexity RPT.28 Report TwentyEightStandard SSRS Report Medium Complexity RPT.29 Report TwentyNineStandard SSRS Report Medium Complexity Packet Page. 1448
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RPT.30 Report Thirty Standard SSRS Report Medium Complexity RPT.31 Report Thirty-One Standard SSRS Report Medium Complexity RPT.32 Report Thirty-Two Accela Ad-Hoc Low Complexity
RPT.33 Report ThirtyThreeAccela Ad-Hoc Low Complexity
RPT.34 Report Thirty-Four Accela Ad-Hoc Low Complexity
RPT.35 Report Thirty-Five Accela Ad-Hoc Low Complexity
RPT.36 Report Thirty-Six Accela Ad-Hoc Low Complexity
RPT.37 Report ThirtySevenAccela Ad-Hoc Low Complexity
RPT.38 Report Thirty-Eight Accela Ad-Hoc Low Complexity RPT.39 Report Thirty-Nine Accela Ad-Hoc Low Complexity
RPT.40 Report Forty Accela Ad-Hoc Low Complexity
RPT.41 Report Forty-One Standard SSRS Report High Complexity RPT.42 Report Forty-Two Standard SSRS Report High Complexity RPT.43 Report Forty-Three Standard SSRS Report High Complexity Definition of Report Complexity
The list of complexity definitions below was produced and provided by the Client. The definitions below will be leveraged to implement each of the reports above.

Complexity Level Description
Low Complexity Reports that require a simple pull from a limited number of database fields and presentation on a document. Examples include letters such as Certificates of Occupancy, notices, and mailing labels.

Medium Complexity Reports that require some calculations and summaries. Examples include forms and transaction reports (receipts, permits, inspection tickets, journals, logs). Many agency reports fall under this category.

High Complexity Reports that require complex queries, joins, multiple sources, etc.

Examples include statistical and analytical reports, schedules, and agendas.

Business Automation (Scripting/EMSE)
The Event Manager and Scripting Engine (EMSE) comprise the Accela Civic Platform scripting platform. The Civic Platform stores the script files, written in JavaScript, in the Civic Platform database.

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Scripting is necessary to create business rules above and beyond native Civic Platform functionality.

Gray Quarter will provide Scripting/EMSE based on complexity (minimal, moderate, and complex). • Fifty (50) High Complexity – batch scripts (e.g., license expiration notice), page flow scripts • Ninety (90) Medium Complexity – event scripts (e.g., auto-assign inspections, populating custom fields from GIS, placing a condition on a record based on custom fields and/or GIS data elements), pre- and post-scripts, and scripting expressions (non-wizard based) • Sixty (60) Low Complexity – configurable scripts, wizard-based expressions Interfaces (In scope)
The following interfaces from the Gray Quarter response are provided. The “vendor comment” column identifies if the interface is a standard feature, subscription product, or custom development.

Table 4. – Reference tab “BAFO Response Appendix G2-H-I” Interface
ID
Name Description Interface
Direction
Third-Party
Software
Frequency /
Real-Time
Active
Integration
Type
Vendor Comments
ID.1 Cashiering &
Online
Payments
Cash receipts
should
validate
permit
number,
account
number,
fees, penalty
amounts,
and update
customer
balance.

As Needed This is a standard
feature in Accela.

Pricing for the
provider is below
with "All Paid"
ID.2 Customer
Internet
Payments
Online
payments
with provider
"All Paid"
Two-way AllPaid As Needed Export Typically, all
payment interfaces
are one way
originating from
the software to the
payment vendor.

We believe this
should be a one
way and the pricing
is based on that
assumption.

ID.3 Customer Over
the Counter
Payments
In person
payments
As Needed This is a standard
feature in Accela.

ID.4 Enterprise
Financial
System
Provide the
automatic
generation
of journal
entries to the
general
ledger,
ensuring
auto updates
Two-way Real-Time Export We do not
recommend
tracking AR in an
external system and
pushing back to
Accela, as a result
that is assumed to
be one way.

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to the
accounts
receivable
and accounts
payable
accounts.

ID.5 Electronic Plan
Submittals
Ability to
receive plan
submittals
electronically
through the
Agency's
website.

Two-way As Needed Import We are
recommending
ePermitHubs
software that
integrates
seamlessly into the
Accela Public Portal
and Back Office.

Please refer to
Appendix A for the
ePermithub Digital
Plan Room Scope
of Work.

ID.6 Contractor
Information
Ability to
extract
contractor
information
from the
state licenses
board and
populate
fields in
permit
modules
contractor
database.

One-way Unknown.

State
Website.

As Needed Import We will implement
the standard CSLB
interface that all
California Accela
clients leverage.

ID.7 Inspections
(including
mobile)
Ability to
integrate
with an
interactive
voice
response
system for
inspection
scheduling,
status
updates, and
payments.

Real-Time We are
recommending
using the Gray
Quarter Rapid
Scheduler instead
of IVR
ID.8 Email
Integration
Ability to
send emails
from system
utilizing
standard
SMTP
protocols.

Two-way Real-Time Standard Feature in
Accela just minor
configuration
ID.9 Single Sign-On
/ Active
Directory
Support of
Single-SignOn and
Active
Directory.

Two-way Microsoft
Azure
Real-Time Standard Feature in
Accela just minor
configuration
ID.10 Ad Hoc ThirdParty Report
Writers
Ability to
integrate
with third
party report
writers.

Accela integrates
with Microsoft BI,
SSRS, Crystal
Reports, and has a
built-in Ad Hoc
tool. Accela can
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integrate with other
solutions if the
reporting tool has
URL based
reporting
ID.11 SQL Server
Reporting
Services
Integrate
SSRS
Reporting
Services into
the
Application
for
documents
and
statistical
reporting
needs.

As Needed This is provided as
part of the SaaS
setup
ID.12 Agenda
Software
System
should
integrate
with
PrimeGov to
generate
agendas.

Two-way PrimeGov As Needed We would
recommend
leveraging the
Accela APIs if
PrimeGov supports
the process.

ID.13 Electronic
Content
Management
System
System must
integrate
with
Laserfiche.

Two-way Laserfiche As Needed Export We have a standard
integration that is
subscription based.

ID.14 Electronic
Document
Signatures
Integrate
electronic
signatures
with
DocuSign
and Adobe
Sign.

Two-way DocuSign or
Adobe Sign
As Needed Export The Client would
need to contract
with DocSign or
AdobeSign for the
actual envelopes.

Gray Quarter can
provide the
envelopes, but the
Client cost direct
would be much
cheaper
ID.15 GIS & GIS
Mapping (ESRI
ArcGIS)
Ability to
interface
with GIS
mapping
products that
support Esri
formats.

Two-way ESRI Real-Time Import Standard Feature in
Accela but requires
configuration.

Accela GIS will be
implemented to
support the base
integration with
Accela. All costs for
rows 20, 21, 23, and
24 are included
here.

ID.16 GIS - View GIS
Data
Query, view,
and interact
with GIS data
within the
application.

Two-way Application As Needed Import Standard Feature in Accela but requires
configuration.

Accela GIS will be
implemented to
support the base
integration with
Accela.

ID.17 GIS - Auto
Sync GIS
Changes
Automaticall
y
synchronize
any changes
from GIS
Two-way System Real-Time Import With how Accela
integrates to ESRI
this may not be
needed.

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with the
system.

ID.18 GIS - Secure
Service
Support
Consume
data through
secured
services.

Two-way Services As Needed Import Standard Feature in
Accela but requires
configuration.

Accela GIS will be
implemented to
support the base
integration with
Accela.

ID.19 GIS - Feature
Services
Consume
and edit GIS
data through
Feature
Services.

Two-way Services As Needed Import Standard Feature in
Accela but requires
configuration.

Accela GIS will be
implemented to
support the base
integration with
Accela.

ID.20 Two-Factor
Authentication
(2FA)
Support
Two-Factor
Authenticatio
n (2FA).

Two-way 2FA As Needed This would be part
of Azure Active
Directory and not
implemented in
Accela but IDP.

ID.21 Rest API Provide a

REST API
interface to
facilitate
querying
data and
integration.

Integration Accela provides a
robust set of Rest
APIs out of the box,
publicly available,
specifications are at
developer.accela.co
m.

ID.22 Symbium Integration
with solar
application
solution.

Integration Integration exists
Data Conversions
Data Conversion Execution – The Client is responsible for the data cleansing and transformation of data during each Sprint. Gray Quarter will work with the Client team in defining a time to develop the data map to execute a conversion script against the dataset provided by Client. Gray Quarter will convert each source up to three times based upon an approved data map. For the purpose of determining data quality, Gray Quarter will use the initial run of the data to compare it against the source dataset provided by Client. Gray Quarter will share data anomalies and work with Client in modifying a data map if any are required. Gray Quarter will play a supportive consultative role with data extraction, data cleansing, and/or mapping up to 200hrs, not to exceed.

The following table is a list from the RFP Response: Appendix A and considered in scope or provides direction for how Gray Quarter will handle the data need.

For conversions, it is expected and anticipated that the client will provide resources knowledgeable with the historical data to assist in the data migration/conversion effort.

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Table 5. Reference Tab “BAFO Response Appendix G2-H-I”
Conversion ID Conversions Description Number of
Records
(Estimated)
Existing
Software
Product
Database
Type
RFP Response:

Appendix A
Comments
C.1 Address/Parcel
Records
File
Geodatabase
76,000 ESRI ArcGIS Undisclosed If we convert the
data as a traditional
Address, Parcel,
Owner load like the
T32 program used in
Permits Plus the
hours will hold. It is
suggested that we
configure XAPO to
pull the data directly
from ESRI.

C.2 Address/Parcel
Records
Records in
SQL tables
70,000 PermitsPlus SQL 2008 R2 See Comment above.

The hours would not
be duplicated for this
effort and are
estimated above.

C.3 Active Planning
Projects
Records in
SQL tables
N/A PermitsPlus SQL 2008 R2 We have assumed
that the NA implies
the data does not
exist or will not be
converted
C.4 Active Permit
Applications
Records in
SQL tables
N/A PermitsPlus SQL 2008 R2 We have assumed
that the NA implies
the data does not
exist or will not be
converted
C.5 Active Code
Cases
Records in
SQL tables
2,333 GoEnforce N/A
C.6 Active CRM
Cases
Records in
SQL tables
150 GoGov N/A
C.7 Active Business
Licenses
Format
database can
be provided to
future vendor
25,000 Progressive
Solutions
N/A The agency will be
responsible for
extracting the data
into SQL Server
tables
C.8 Planning
Projects
Records in
SQL tables
45,000 PermitsPlus SQL 2008 R2 We use a standard
process to convert
data from Permits
Plus to the Accela
Civic Platform.

C.9 Public Works
Land
Development
Projects
Records in
SQL tables
2,000 PermitsPlus SQL 2008 R2 We use a standard
process to convert
data from Permits
Plus to the Accela
Civic Platform.

C.10 Building Permit
Records
Records in
SQL tables
125,000 PermitsPlus SQL 2008 R2 We use a standard
process to convert
data from Permits
Plus to the Accela
Civic Platform.

C.11 Public Works
Permit Records
Records in
SQL tables
50,000 PermitsPlus SQL 2008 R2 We use a standard
process to convert
data from Permits
Plus to the Accela
Civic Platform.

C.12 Building
Inspections
Records in
SQL tables
560,000 PermitsPlus SQL 2008 R2 We use a standard
process to convert
data from Permits
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Plus to the Accela
Civic Platform.

C.13 Public Works
Inspections
Records in
SQL tables
80,000 PermitsPlus SQL 2008 R2 We use a standard
process to convert
data from Permits
Plus to the Accela
Civic Platform.

C.14 Code
Enforcement
Cases
Records in
SQL tables
2,333 GoEnforce N/A
C.15 CRM Cases Records in
SQL tables
23,000 GoGov N/A
C.16 Total Business
Licenses
Format
database can
be provided to
future vendor
25,000 Progressive
Solutions
N/A The agency will be
responsible for
extracting the data
into SQL Server
tables
C.17 Permits and
Projects
Attachments
Each permit
has a folder
PermitsPlus SQL 2008 R2 For all attachments
we use a single tool
to migrate and
attach to the
converted record. It
is important to note
that the base record
must be converted
before we can
associate the
attachments.

C.18 CRM
Attachments
Each CRM has
a folder
GoGov N/A For all attachments
we use a single tool
to migrate and
attach to the
converted record. It
is important to note
that the base record
must be converted
before we can
associate the
attachments.

C.19 Case
Attachments
Each Case has
a folder
GoEnforce N/A For all attachments
we use a single tool
to migrate and
attach to the
converted record. It
is important to note
that the base record
must be converted
before we can
associate the
attachments.

C.20 License
Attachments
Attachments
details can be
provided to
future vendor
Progressive
Solutions
N/A For all attachments
we use a single tool
to migrate and
attach to the
converted record. It
is important to note
that the base record
must be converted
before we can
associate the
attachments.

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C.21 Entities
(contractors /
architects)
Records in
SQL tables
20,000 PermitsPlus SQL 2008 R2 We usually only
convert the CAEDs
that are attached to
records and then use
the CSLB lookup
interface for all new
records
Gray Quarter Wizard
Implementing the Gray Quarter Wizard (G-Wiz) will consist of the following tasks:
• Provision the G-Wiz service
o Provision API Key(s)
o Connect G-Wiz to all Accela environments
o Create a baseline G-Wiz decision tree
o Provide links to the decision tree for external sites • Conduct Business Analysis to capture requirements for the following flows (see Table 1, Record Types)
o Application Flow in Building (40 Nodes Maximum) *
o Application Flow in Planning (40 Nodes Maximum) *
o Application Flow in Licensing (40 Nodes Maximum) *
o Renewal Flow for Licensing (15 Nodes Maximum) *
o Point and click flow for Service Requests (40 Nodes Maximum) * o Point and click flow for Enforcement (40 Nodes Maximum) * o Public Comment flow for Planning Permits (10 Nodes Maximum) * • Configure and design the G-Wiz decision tree to meet analysis requirements o Record types
o GIS layers
o Digital plan review (required documents)
o Required fields for fee calculations and record type decisions o Contractor license validation
o Blocks or conditions
*A “Node” is defined as a unique question page within G-Wiz that will navigate the user to the next action.

The Implementation costs of the Gray Quarter Wizard are inclusive in the total lump sum stated within the Payment Terms herein (refer to BAFO Appendix G2-H-I).

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Training
Training Execution – The Client will be responsible for assigning training resources at the beginning of the project so proper knowledge transfer and training can be planned and acted on as part of the Build Sprints. Any switch in team members may require the need for a project change request to account for missing time.

The following is the list of training courses in scope for the project. Gray Quarter will provide up to one hundred hours of additional time that may be used to develop custom training courses or deliver custom training.

Table 6. – Reference Tab “BAFO Response Appendix G2-H-I” Training Fees Training
ID
Training
Title
Training Description Duration Max # of
Students
Number
of Class
offered
T.1 Training
Class -
Accela
Automati
on - Core
Team
This course is an overview of the Accela
Civic Platform, to help you become
familiar with the basic terminology,
system navigation, and core functionality
of the platform. While learning Accela
best practices, you will also explore
design concepts, advanced configuration
options, and automation possibilities.

This course is recommended for project
teams preparing to go through analysis
sessions.

Up to 12 hours, typically 2–
6-hour sessions
12 1
T.2 Training
Class -
Accela
Automati
on Admin
Usage
This course is designed to prepare you
to take over managing your instance of
Civic Platform following implementation.

Dive deep into user experience design
concepts and configuration options.

Learn how to create different record
types, study business analysis and
process design. Build workflows, custom
field groups, design page forms, layouts,
and learn how to develop and utilize
expressions. Cap that all off with
exploring user security and permissions.

Up to 18 hours, typically 3–
6-hour sessions
12 1
T.3 Training
Class -
Accela
Automati
on End
User
This course focuses on the functionality
you will use daily in Civic Platform. Learn
the processes of creating records,
entering, and completing applications,
adding fees and payments, and entering
workflow information. Learn how to
schedule inspections and navigate
through inspection data entry. Learn
how Accela Mobile is used for
inspections and code compliance,
Up to 12 hours, typically 2–
6-hour sessions
10 14
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explore GIS mapping, and learn about
managing reviews and workflows.

T.4 Training
Class –
G-Wiz
This course is designed to prepare you
to take over managing your instance of
G-Wiz following implementation.

Up to 6 hours, typically 2-3
hours sessions
5 1
T.5 Training
Class -
Accela
Mobile
Office
The course is recommended to prepare
you for implementing Mobile Office in
your instance of Civic Platform. Learn
how to access job lists and records in the
field and create new records in the field.

Discover how to create, schedule,
reschedule, cancel, and reassign
inspections. Learn how to establish
settings for offline and online
inspections. Develop the skills to search
records and inspections by creating and
applying filters.

Up to 4 hours and typically
2 2-hour sessions
15 1
T.6 Training
Class -
Ad Hoc
Report
Training
This course is designed to prepare you
to use reporting in the Civic Platform.

Learn how to use report tools to design
and develop reports and create subreports. Learn to deploy reports in hundreds of places throughout the Civic
Platform and ACA. Practice creating
expressions to concatenate or calculate
at the field level. Discover how to use
the form designer to create forms and
letters.

Up to 4 hours, typically 2
2-hour sessions
10 1
T.7 Train the
Trainer
This Civic Platform course is intended to
prepare identified customer trainers to
train their end users.

As a Trainer in training, you will first
review the basic 2-day End- User course
around the customer daily Civic Platform
processes. You will then engage in
workshop practice sessions where you
will teach the Accela instructor and other
participants sections of the 2- day end
user course. Feedback will be given to
help you obtain the skills needed to
effectively train your end users.

By the end of this course, you will have
ability to train your end users in Civic
Platform functions.

Up to 18 hours, typically 3–
6-hour sessions
10 1
T.8 Business
Automati
on
This course is designed to help you learn
the basics of the Business Automation
engine and understand the relationship
between configuration and scripting.

Explore planning, implementation,
modification, and deletion of scripts.

Learn about migrating to configurable
business rules.

The student is required to know
JavaScripting and at a minimum have
Up to 4 hours, typically 2
2-hour sessions
10 1
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attending at least 16 hours of JavaScript
training.

T.9 Digital
Plan
RoomEnd User
Training
Gray Quarter will complete all the
necessary training to run electronic plan
review operations across applicable
departments. Training materials and
required training sessions will be created
and conducted. Two-hour sessions for
Intake Specialists/Permit Technicians
with same curriculum for each session.

Four-hour sessions for Plan
Reviewers/Managers with same
curriculum for each session.
6-hour sessions (2 hour
session for Intake
Specialists/Permit
Technicians.
10 4
T.10 Digital
Plan
RoomAdmin
Training
Gray Quarter will provide training to
Client staff focusing on the
administrative and technical setup and
the Digital Plan Room administration
and configuration. The goal is to
educate Client staff in all aspects of the
Digital Plan Room solution and ensure
the staff is self-sufficient before Go-Live.
4-hour sessions 10 2
T.11 Digital
Plan
RoomCustomer
Enableme
nt
Training
Gray Quarter will conduct Agency
Customer Enablement training. Gray
Quarter provides web-based training
sessions, produces contextually relevant
public-facing web-based training videos,
and produces a User Guide for Agency’s
Customers on how to use the
ePermitHub Digital Plan Room
embedded in Accela Civic Access. Client
publishes videos and User Guide to a
dedicated Digital Plan Room information
page at Client’s website.

1.5 hour sessions Customer
software
dependent
3 T.12 Custom
Training
Materials
Gray Quarter will develop up to one
hundred hours of custom training
materials or provide ad-hoc training.

During the life of the project the team
will provide loom videos and scribehow
documents that should meet the needs
of custom training.

Up to one hundred hours NA NA
User Acceptance Testing
• System testing will follow the agile methodology and occur in each of the 23 Sprints. • The Client will commence 4 weeks of user testing in the final Sprint. • It shall be the Client’s responsibility to develop, document, and execute the user acceptance test cases throughout each sprint.
• Gray Quarter will play a supportive consultative role with the City’s ownership of developing, documenting, and executing UAT test cases. This role will be time boxed at 140hrs. • Gray Quarter will assist Client in the UAT effort and validation of system configuration. • Gray Quarter will resolve issues resulting from Client User Testing.

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• Gray Quarter will provide recommendations on testing strategy and best practices. • Gray Quarter and the client will agree on the UAT completion date and Go-Live date.

Release Plan
The Release Plan outlines four (4) iterative Releases (Go Lives) within twenty-four (24) months and is planned as follows:
• Project startup phase (2-weeks) for plan elaboration, project kick-off meeting, and core team training.
• Sprint 0: Foundation phase (4-weeks) for building the initial Product Backlog (all work):
o Determine required configuration to support business needs, o Determine required reporting needs,
o Determine integration requirements,
o Determine conversion data map requirements.
• Sprint 1-24: Twenty-four (24) Build Phase sprints over a 2-year period with four (4) sprints inclusive of releases to Production:
o Sprints 1-5: Five (5) 4-week Build Phase sprints,
o Sprint 6: 4-week Build Phase and Production release one, o Sprints 7-11: Five (5) 4-week Build Phase sprints,
o Sprint 12: 4-week Build Phase and Production release two, o Sprints 13-17: Five (5) 4-week Build Phase sprints,
o Sprint 18: 4-week Build Phase and Production release three, o Sprints 19-23: Five (5) 4-week Build Phase sprints,
o Sprint 24: 4-week Final User Acceptance Testing and Production release four. • 12 weeks of post-go-live support and maintenance
o Fix severity 1 and severity 2 issues identified in post-Go Live.

Management and Governance
This section defines the project management practices, governance bodies, and associated processes.

Status Reporting
The Gray Quarter Scrum Master/Project Manager will provide a written weekly status report to the Client Project Manager and Product Owner. The Gray Quarter Scrum Master/Project Manager will publish the weekly status using PowerPoint and Jira (refer to the Project Tools section for tool information).

The weekly report will include the percentage of completion of the Product Backlog, the pass rate for the Story Tests, key project delivery milestone status, estimated completion date for each milestone, Packet Page. 1460
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as well as other information relevant to the delivery of the project as may be agreed upon between the parties' Product Owner and Gray Quarter Scrum Master/Project Manager.

This online collaboration tool will also track risks, action items, and issue escalations between the Gray Quarter Scrum Master/Project Manager, the Client Project Manager, and the Client Product Owner.

The project management team will meet weekly to discuss the status and review the report using Jira and/or PowerPoint.

Issue, Risk, and Action Item Management
Gray Quarter will use Jira to document project issues, action items, and risks. The project management team will review these items during the periodic management calls to assign owners, drive to due dates, and escalate to the appropriate individuals or governance body where required. The Gray Quarter Scrum Master/Project Manager will identify issues blocking team progress and impacting team velocity. If blocking issues are not resolved within two business days, the Gray Quarter Scrum Master/Project Manager will escalate to the Gray Quarter Executive and the Client oversight team for resolution.

Definition of Done and Deliverable Acceptance
Meeting quality assurance standards during each Sprint is the responsibility of the Scrum Team.

Quality assurance standards are defined in the Definition of Done for a Sprint and a Release.

Confirmation of the Definition of Done for the Sprint Backlog constitutes the Acceptance Criteria for a Sprint deliverable, as follows:
• Team member completes the Project Backlog Item (PBI) work, • Associated configurations and code are deployed to the development environment against the current version in source control, where applicable, • Item has passed unit testing,
• Item has been peer reviewed to confirm meeting development standards, • Backlog Item test cases (based on the Acceptance Criteria defined for the PBI) were written and tests passed. Testers must complete testing for each PBI within the timeframe defined by the team during Sprint Planning for the Sprint,
• Regression test cases updated, as appropriate,
• Item is deployed to the test environment and has passed at least 80% of system/regression tests (regression tests as documented in acceptance criteria for previously completed PBIs).

Testers must complete regression testing for the PBIs in the Sprint within the timeframe defined by the team during Sprint Planning,
• No Severity 1 or 2 defects remain for the PBI,
• The Product Owner has reviewed and moved JIRA Story to "Done".

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For a Release, deliverable acceptance is conditioned upon meeting the following Definition of Done:
• Sprints planned for the Release are complete,
• The Product Backlog Items scheduled for the Release are complete, • Code is deployed to the Production environment,
• Severity 1 and 2 defects identified during the build Sprints are resolved.

Definition of Defect, Defect Severities
A Defect is defined as a deviation from the established acceptance criteria for a PBI. The table below elaborates on the severity levels for Defects.
• Severity Level 1: This is a "must-fix" problem, a "showstopper." The problem is causing a major system error, fatal error, serious database corruption, serious degradation in performance, major feature malfunction, or is preventing a major business goal from being realized. The problem needs a reasonably acceptable workaround for the corresponding endusers. • Severity Level 2: This is a problem causing a significant loss of feature functionality, but the system can recover from the problem, and it does not cause a total collapse of the system.

The system does not meet a business goal or a portion of a business goal; performance degradation is minor but not within established exit criteria; or minor database issues may exist (e.g., single rows or fields may be locked). The problem does have a workaround that is reasonably acceptable to the corresponding end-users.
• Severity Level 3: This is a problem that is causing minor loss of feature functionality.

Optional workarounds are acceptable but causing potential efficiency loss. • Severity Level 4: This is a problem that is causing minor loss of feature functionality.

Optional workarounds reasonably acceptable to the corresponding end-users are available with minor efficiency loss. Minor issues, misspellings, cosmetic changes, etc.

Change Control
Both parties recognize that there will be changes throughout this project. Change is defined as any of the following:
• Change in Scope Requirements – change in the underlying assumptions used to create this Statement of work. Examples would include changes in number of reports, number of scripts, number of data conversion sources, and data conversion source sizes (+10%). • Change in Expense Budget
• New Product Backlog Items – The addition of a new Epic, User Story, or Product Backlog Item (PBI) is a project change. The Product Owner must approve the addition of a new PBI. The Scrum Team will estimate the new PBI and assign Story Points.

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• Change to Existing PBI – Change to an existing PBI that impacts the level of effort to complete it (estimate and Story Points) is considered a project change and is documented by the Product Owner adding a new PBI to define the change. For example, a change to the Acceptance Criteria or a specification that impacts the complexity constitutes scope change.

Changes impacting PBIs/ User Stories completed in a previous Sprint may require additional rework. If rework is required, the rework changes will be added to the Product Backlog as a new PBI/User Story.
• Change to Definition of Done – Changes to the Definition of Done for a Sprint or Release may impact the level of effort for completing PBIs and delivering a Release, impacting overall delivery velocity. Gray Quarter will assess proposed changes to the Definition of Done and document the impacts in a Change Order (e.g., change impacts to schedule, scope, or costs) (Please see Change Control section).
• Change in Projected Team Velocity – The velocity of the team is dependent on all team members fulfilling their assigned tasks or actions within the timeframes agreed during Sprint Planning. The team will monitor projected velocity against actual velocity. If the actual velocity falls below the projected velocity, the team will assess the root cause of this velocity impact. If the root cause is attributed to a Gray Quarter team member(s) performance or management issues, the project change and associated impact will be borne by Gray Quarter. If the velocity impact is attributed to Client team member(s) performance or management issues (such as delays in decisions or issue escalation/resolution), the project change/impact will be borne by the Client. In either case, the Product Owner will document the change and impact with support from the Gray Quarter Scrum Master/Project Manager. For velocity changes attributed to the Client that impact the overall project costs or overall Release timeline, Client will process a Change Order adjusting the deliverables/payment amounts to incorporate the additional cost.
• Non-Productive Time – Gray Quarter's price for this SOW is based on the assumption that the Gray Quarter team will have complete, timely, and accurate information and other deliverables and dependencies from the Client team, enabling the team to be productive during working hours throughout the course of the project. Issues impacting the Gray Quarter team members' productive time will be escalated to the Change Control Board (CCB) and a mutually agreed resolution must be in place within seventy-two (72) hours of the initial escalation.

No changes shall be made to Sprint Backlog (User Stories /PBIs) during the current Sprint, for either PBIs/ User Stories already delivered but not yet accepted and PBIs/ User Stories accepted.

The Product Owner can address Standard Changes by re-prioritization of the Product Backlog, with agreement from the Gray Quarter Scrum Master/Project Manager and Scrum Team. For example, if a new "must-have" User Story is identified during Sprint 2, the Product Owner can schedule the new User Story for Sprint 3 as long as a User Story of equivalent size (hours, Story Points, and sizing factors) is removed from the Product Backlog.

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Changes to the Product Backlog affecting the overall project scope, level of effort, or timelines for the Release must be approved following the Extraordinary Change Order process set forth below.

Standard Change Order Process – Standard changes are items that can be addressed through reprioritization of the Product Backlog without impacting the overall scope, delivery timeline, or costs.

The decision makers required for standard changes include the Gray Quarter Scrum Master/Project Manager, Client Product Owner, and Client Project Manager. • For each change where Gray Quarter and Client agree to define as a new PBI/ User Story, the Client Product Owner completes the definition of the Story. • The Gray Quarter team will analyze the change during the next scheduled Sprint Planning session to estimate and size (hours and Story Points) the new PBI and check against available sizing factor allowances. If the change applies to an already implemented PBI/Story, then any rework or impacts to other stories required will be added as another PBI/Story. • The Client Product Owner must make the decision concerning the change. There are two possible options:
o Accept the change into the Product Backlog and decide which PBI/Story (or stories) are to be removed to offset the added size (hours, points, sizing factors) or o Reject the change.
• Finally, the Client Product Owner will prioritize the new PBI/Story (if added) against the Product Backlog.

Extraordinary Change Order Process – If a change exceeds the baseline Product Backlog size (as defined by Story Points and sizing factors) or otherwise impact the planned number of Sprints and Release date set for the project, then the Client Product Owner will:
• Prepare a preliminary Project Change Order Form to identify the nature of the requested change.
• The Gray Quarter Scrum Master/Project Manager will work with the team to perform an assessment/review to determine the full impact on the project, including cost and timeline impacts if applicable.
• Escalate this assessment to the Client and Gray Quarter Stakeholders.

Project Management Tools
The project team will use the following tools:
• JIRA – Gray Quarter will establish a JIRA instance for the project team to use as its virtual scrum board. Gray Quarter will load the Product Backlog into JIRA and the team will use the tool during Build Sprints to organize and track work. The Gray Quarter Scrum Master/Project Manager will use this tool to monitor project metrics such as Burndown and Velocity. • PowerPoint – Gray Quarter may summarize the information found in JIRA into two slides.

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• Project – Gray Quarter will mutually develop a project schedule using Microsoft Project.

Project Governance Framework
Project Governance occurs at multiple levels to maximize business value and mitigate risks for the project.
• Project Level – Project-level governance is performed by the project management team, which consists of the Gray Quarter Scrum Master, Client Product Owner, and Client Project Manager. This team is empowered to make day-to-day decisions within the constraints of the project SOW. This team meets weekly to review project status, identify, and mitigate risks, resolve issues, and monitor action items. This team is responsible for escalating issues to the Program Level governance team where they cannot reach a resolution or otherwise avoid impacting the project scope, timeline, resources, or costs. • Stakeholder Level – Stakeholder level governance is performed by the Gray Quarter Executive, and Client Stakeholder. This team meets bi-weekly, handles issue escalations, supports risk mitigations, and makes decisions. This group is responsible for rapidly addressing blocking issues escalated from the Project Team.

Implementation Methodology
The team will adhere to an Agile scrum framework tailored for the Accela Civic Platform. The methodology is an adaptation of Agile methods to work within this project's unique constraints of price, scope, low-risk tolerance, and deployment of the new configurations into a live Production Accela environment.

The Agile framework for this project consists of a series of four types of Sprints:

1. Foundation Analysis Sprint (Sprint Zero)—Upon project start, the team will begin with a Sprint Zero to create Product Backlog Items (PBI), also known as "User Stories". The source of Sprint Zero items can be a combination of Client requirements and/or best practices from other government Client configurations that are similar in nature. These items will comprise the Release Product Backlog.

2. "Build" Sprints – Following Sprint Zero, construction begins through a series of time-boxed build Sprints. The team uses the outputs from the Sprint Zero to inform the solution architecture, configure the solution foundation, and develop the technical components. Working software is delivered during the Sprints, with conversions, interfaces and reports all being developed and managed concurrently within the Sprint. Sprints are time-boxed to maintain the integrity of the delivery timeline. Within a Sprint, development proceeds according to the established priorities. The product developed in each Sprint is reviewed and validated by the Product Owner with support from Client SMEs, often through a facilitated walk through of each use case developed/configured in the system.

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3. Readiness (Production Release) Sprint –During the Readiness Sprint stage the team completes final end-to-end and regression tests and promotes the software to Production.

4. Stabilization and Transition (Post-Production) Sprint – Following Production Go Live; the team will deliver post- Production support and system refinements through a series of Sprints. The first Sprint is the Stabilization Sprint where Gray Quarter prepares the Release for transition to the Client support team. System maintenance and refinement Sprints continue following the Stabilization period.

Team Roles and Responsibilities
A joint team comprised of Gray Quarter and Client resources will deliver this SOW. Team size and composition may vary based on the Release scope and activities underway during a given Sprint. Gray Quarter will assign the required resources to the team, which may change during a Release in response to project demands.

General Gray Quarter Responsibilities
• Development and Unit Test - Perform software configuration and development for the PBIs assigned to Gray Quarter staff in each build Sprint.
• Defect Correction - Resolve Severity 1 and 2 defects (related to PBIs assigned to Gray Quarter staff) discovered during Sprint testing within the Sprint, or according to an alternate timeline mutually agreed with Product Owner. Severity 3 and 4 defects are treated as new PBIs and prioritized by the Product Owner according to the Change Control process defined above. • Backlog Grooming Support - Support the Product Owner in Product Backlog grooming activities by providing consultative support for defining Gray Quarter solution approaches, for up to 6 hours of Product Backlog grooming working sessions per Sprint. Any additional Product Backlog grooming tasks assigned to Gray Quarter resources (outside the allocated 6 hours per Sprint for consultation) will be treated as a new PBI and prioritized by the Product Owner according to the Change Control process described above. • Knowledge Transfer - Enable Accela product knowledge transfer to Client resources to support the delivery of tasks assigned to Client resources and enable ramp-up of the team skillset. This will be accomplished through up to 8 hours per Sprint of open office hours or knowledge transfer work sessions targeted toward completing specific Product Backlog tasks scheduled within the current Sprint. The 8 hours for Knowledge Transfer will be allocated and defined for each Sprint during Sprint Planning. Any additional knowledge transfer tasks assigned to Gray Quarter resources (outside the allocated 8 hours per Sprint for consultation) will be treated as a new PBI and prioritized by the Product Owner according to the Change Control process described above.
• Scrum Master, Project Management, Project Oversight – Gray Quarter will assign a Scrum Master to the project to facilitate the scrum processes, such as Release and Sprint Planning, Packet Page. 1466
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Sprint reviews and retrospectives, and scrum meetings. In addition, the Gray Quarter Scrum Master/Project Manager will perform general project management tasks to monitor Gray Quarter resources' work, assignment of tasks, and other project management disciplines. Gray Quarter will also assign an Executive to provide oversight and act as the initial escalation point beyond the day-to-day project team.

General Client Responsibilities
• Development and Unit Test - Perform software configuration and development for the PBIs assigned to Client staff in each build Sprint.
• Defect Correction – Approve the resolution of severity 1 and 2 defects (related to PBIs assigned to Client staff) discovered during Sprint testing within the Sprint, or according to an alternate timeline mutually agreed with the Client Product Owner. • Backlog Grooming – The Product Owner will lead continuous Product Backlog grooming and is responsible for delivering a Sprint Product Backlog that meets the Definition of Ready prior to the Sprint planning meeting. Client program area personnel and subject matter experts will perform Product Backlog grooming activities as the Product Owner directs. • Testing – Client resources will perform testing per the timeframes defined during Sprint Planning, this includes development and execution of regression test cases that incorporate PBI Acceptance Criteria as well as confirm adherence to the Definition of Done.

Specific Team Roles
• Client Product Owner – This is a Client business lead with the following responsibilities:
o Initial development and prioritization of the Product Backlog during Sprint 0, o On-going revision and re-prioritization of the Product Backlog (grooming), o Identification of the prioritized Sprint Backlog prior to Sprint Planning, o Adherence to the "Definition of Ready" for the targeted Sprint Backlog before the Sprint Planning meeting,
o Participation on behalf of Client in scrum planning and review meetings, o Direct Client testers to confirm completion of Sprint Backlog items, o Move completed items to "Done" on the scrum board before the Sprint Review, o Review and sign-off on all project deliverables.
• Client Subject Matter Expert (SME) / Tester – This is a Client role with the following responsibilities:
o Primary Client person supporting the Product Owner in creating/updating the Story/task details in the Product Backlog,
o Provides detailed answers for business questions posed by Scrum Team members, o Develop, document, and execute the test cases,
o Attends scrum meetings and is a member of the Scrum Team.

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• Client Project Manager – This is a Client role with the following responsibilities:
o Provides project and budgetary oversight and status,
o Provides backup for Gray Quarter Scrum Master/Project Manager, o Attends scrum meetings and holds the scrum standup meeting. • Gray Quarter Solution Architect(s), Script Specialist(s), Report Writer(s), Implementation Consultant(s), and Business Analyst(s):
o Gray Quarter resources are available to provide Product Backlog grooming support to the Product Owner,
o Define and validate Accela solution approaches and tasks during Sprint Planning and throughout the Sprint cycle,
o Perform configuration tasks assigned to the Gray Quarter team during the build Sprints,
o Attends scrum meetings and is a member of the Scrum Team. • Gray Quarter Scrum Master / Project Manager:
o Facilitates the use of the scrum methodology,
o Organizes and leads the scrum standup meeting, Sprint Planning, Sprint Review, and Sprint Retrospective,
o Works with Client PM to remove Scrum Team roadblocks and escalate issues as needed,
o Monitors team velocity and prepares weekly status reports, o Prepares mitigation plans for project risks and performs general project management discipline-related tasks.
• Client Oversight Team – This a Client team that includes senior-level stakeholders (such as the project sponsor) and managers, and provides strategic support to help define business needs and achieve project outcomes
Delivery Approach
The project will be delivered through a series of Agile Sprints. The first Sprint (Sprint 0) is roughly 4 weeks in duration and is allocated exclusively to Product Backlog grooming and elaboration in preparation for the first build Sprint. Build Sprints are 4 weeks in duration. The final Sprints prior to the Release are allocated to Production readiness and "hardening", performing the final code promotion, data migration, and end-to-end testing before Production use.

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Sprint Zero and Product Backlog Elaboration
The first Sprint for the project will consist of a Sprint 0 Product Backlog elaboration activity (Foundation Analysis). The purpose of Sprint 0 is for the Client Product Owner and the project team to create / elaborate the Product Backlog, assign Story Points, prioritize stories, and create the overall Release Plan. During the Foundation Analysis prior to finalization of the Release Plan, the team will compare the elaborated Product Backlog to the Scope as defined in this SOW to identify changes. If new or changed scope is identified during Foundation Analysis, the team will determine whether such items can be accommodated in the Release (through workshare or assignment of equivalent Product Backlog items to Client resources) or whether a Change Order (Please see Change Control section) is required to incorporate the new scope.

In addition, during Sprint 0, the team must elaborate enough Product Backlog detail to meet the "definition of ready" for Sprint 1 Planning. The Product Owner will conduct subsequent Product Backlog elaboration continuously, throughout each Release, creating elaborating enough detail to drive the subsequent Sprints. The Product Owner is responsible for identifying and prioritizing product backlog targeted for the next Sprint and elaboration work required to confirm the Sprint Backlog meets the Definition of Ready prior to the Sprint Planning session.

Sprint 0 Foundation Analysis
To complete Sprint 0, Gray Quarter will facilitate working sessions and activities to further understand and define the regulatory functions for the Client and how these workflows and functions will be automated within the Accela Civic Platform.

Integrations, imports, exports, conversions, and reports are identified in the Business Foundation Analysis from a functional perspective, in the context of the overall use cases/ User Stories.

Separate analysis for integrations (including imports and exports), conversions, and reports will commence during this phase following the business analysis sessions. These activities will complete the more detailed technical analysis, which often requires different participants than those in the business analysis sessions.
• For the conversion analysis, Gray Quarter staff will evaluate the data sources for all anticipated regulatory functions,
• For each data source, Gray Quarter will work with the Client data owner to define the conceptual data mapping to Accela, identify high level business rules and data transformations required based on the conceptual data mapping, and define the delivery/extract format Client will use to provide the datasets to Accela during Implementation. In addition, the team will identify data quality and cleaning tasks.

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• Gray Quarter will identify and define conceptual solutions for reports, imports, and exports.

Gray Quarter will incorporate these items into the Product Backlog by defining associated User Stories.

Sprint 0 Foundation Analysis Acceptance Criteria
The following is the acceptance criteria for the Sprint 0 deliverable:
• The Release Plan and Product Backlog accurately capture the inputs provided by Client staff during the business and technical analysis working sessions. • The Product Backlog and related artifacts contain sufficient detail to enable the team to understand the requirements and provide accurate build estimates. All items do not require full elaboration, as additional elaboration is expected to occur during later activities. The Product Owner has assigned a priority for each Product Backlog item. • Each Product Backlog item is assigned Story Points for purposes of understanding the relative effort to develop each item.

Definition of Ready
The criteria listed below define what the team considers readiness of Product Backlog items for scheduling into a Sprint during Sprint Planning:
• Story/PBI contains actors, problem, and value,
• Story should fit in a Sprint,
• Story is appropriately documented and ready for building. Supporting material for a Story will be attached to the appropriate "cards" in JIRA,
• Business value should be obvious, if not, it should be explicitly stated, • Story contains verifiable, explicit acceptance criteria, • Test case for the Story is written,
• Story focuses on business goals, not solutions.

During Sprint 0 and ongoing Product Backlog elaboration and grooming, the Product Owner (with support from the Scrum Team) performs the following activities:
• Prioritizes each PBI using the JIRA Priority field (Low, Medium, High, Critical), • Defines and prioritizes new Product Backlog items (see Change Control section above for process),
• Identifies changes needed to existing Product Backlog items (see Change Control section above for process),
• Continuously monitors relative priorities against the Release Plan (i.e., which PBIs are targeted for each Sprint) and applies changes to the Release Plan (in collaboration with the Gray Quarter Scrum Master/Project Manager),
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• Identifies PBIs for the next Sprint and elaborates sufficient details and tasks to confirm the Sprint Backlog meets the Definition of Ready prior to the Sprint Planning meeting, • Directs the Scrum Team in the creation of test cases.

Build Sprints
Build Sprints shall begin after the completion of Sprint Zero. The Product Owner in collaboration with the Gray Quarter Scrum Master/Project Manager and Scrum Team shall select sufficient work from the current Product Backlog for Sprint 1. Based on this selected work, the team will develop an initial Sprint Backlog, and enter the build Sprint phase of the Release.

Build Sprints continue until the Release Backlog is complete and ready for the Release Readiness or "hardening" Sprints.

Prior to the actual configuration or development occurring in a Sprint, the team performs Sprint Planning to review the Product Backlog items assigned to the Sprint, identify additional details surrounding each item and establish the tangible tasks to be completed by the team. The Scrum Team establishes the Sprint Backlog based on Product Owner priorities and by an assessment of the team's capacity during the Sprint and performance (delivery velocity) from previous Sprints. During Sprint Planning, the team commits to deliver a distinct set of User Stories/Product Backlog items.

Items not completed during the time-boxed Sprint (as per the jointly defined Definition of Done and Acceptance Criteria) remain on the Product Backlog for scheduling in a future Sprint.

Once the Sprint begins, the Sprint Backlog cannot be changed without invoking the Change Control Process. The Product Owner can add new requirements such as changes to a User Story or changes/additions to Acceptance Criteria, to the Product Backlog, but not to the Product Backlog items scheduled for completion within the Sprint currently underway. If the new Product Backlog items cause the Product Backlog to exceed the total initial Product Backlog size, equivalent items can be deprioritized (moved off the Product Backlog) or a Change Order (Please see Change Control section) processed to incorporate additional build Sprints into the project.

Throughout a Sprint cycle, standup meetings will be scheduled with the implementation team to discuss what team members accomplished the previous day, plan to accomplish that day, and discuss any issues or roadblocks. At the end of Sprint, final meetings will occur as a review and retrospective to discuss the completed Sprint and determine what could be changed that might make the next Sprint more productive.

During Product Backlog refinement (or grooming), the Product Owner can change the Product Backlog (add, change, remove items) as long as the total effort (hours estimate or Story Points) does not exceed the initially planned Product Backlog size.

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The following outlines each of these key build Sprint elements:

1. Sprint Planning Meeting – No longer than 4 hours, held at the start of each Sprint to discuss details for completing the tasks as part of the Sprint's Product Backlog. The following are the key objectives of this meeting:
o The Product Owner communicates the scope of work for the Sprint, reviewing "ready" Product Backlog items to be done.
o The team assesses the work and negotiates with the Product Owner on which PBIs can be completed in the Sprint.
o The entire team prepares the Sprint Backlog by detailing the work (i.e., tasks) needed to finish the selected Product Backlog items. This includes:
▪ Breakdown of the item into individual tasks,
▪ Estimate of the time required to complete each task,
▪ An allocation of the tasks within the development team.

2. Configuration, Development, and Unit Testing – the team configures and/or develops based on the tasks assigned in the Sprint Backlog.

3. Functional Testing – Client resources confirm the unit tested Product Backlog items conform to the acceptance criteria defined for the User Story. If an item passes functional testing, it is promoted to the Product Owner to indicate it is "done" and considered completed for the Sprint.

4. Scrum Meetings – each meeting during a Sprint, the team holds periodic scrum meetings. o All team members must come prepared.
o The meetings should occur at the same time and place every day. o The meetings should be limited (i.e., timeboxed) to fifteen minutes. o Each team member answers the following questions:
▪ What did I do yesterday that helped meet the Sprint goal? ▪ What will I do today to help meet the Sprint goal?
▪ Do I see any impediments that prevent me or the team from meeting the Sprint goal?
o Any impediment (stumbling block, risk or issue) identified in the scrum meeting should be captured by the Gray Quarter Scrum Master/Project Manager and an agreed person designated to working toward a resolution (outside of the scrum meeting). No detailed discussions should happen during the scrum. o The scrum enables the Gray Quarter Scrum Master/Project Manager to track a Sprint burndown chart that measures the current estimate of outstanding work required to complete each task in the Sprint Backlog against the total available time remaining in the current Sprint. If there is a discrepancy, the development team and the Gray Quarter Scrum Master/Project Manager must propose a corrective action plan to the Product Owner.

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5. Sprint Review– the team presents the completed work to the Product Owner during the Sprint review meeting held at the end of a Sprint. The meeting is recommended to be no more than two hours in duration. The following key objective should be met:
o The team reviews the work that was completed in the Sprint duration. For items that have passed functional testing, the Product Owner assigns a completed status ("done").
o The team also reviews planned work that was not completed. The Product Owner determines (outside of the Sprint review meeting) how to re-prioritize any incomplete work for future Sprints.

6. Sprint Retrospective Meeting – the Sprint retrospective meeting is also held at the end of the Sprint and is facilitated by the Gray Quarter Scrum Master/Project Manager. The purpose of this meeting is to foster continuous improvement within the team. This meeting should also be no more than two hours in duration. The following questions should be asked to the entire team:
o What went well during the Sprint cycle?
o What went wrong during the Sprint cycle?
o What could we do differently to improve?
As part of the Release Planning and Product Backlog grooming, the Product Backlog will be logically sequenced to address dependencies between technical components (conversion, interfaces, and reports). For example, the team will complete the base configuration of the license types during initial Sprints (e.g., Sprints 1, 2 and 3). In subsequent Sprints, the team will build the next logical layers such as automations, conversions, interfaces, and reports. The following list provides key considerations. • Solution Foundation – Early build Sprints will focus on configuring the base solution, or foundation. This base configuration solidifies the record types, data fields, and workflows for a given license process. It serves as the basis for automations, reports, and interfaces. • Automations – Automations are built against the base configuration. In some cases, the automation tasks related to a User Story may be scheduled for a later Sprint to enable the base configuration to be finalized prior to writing automation code. • Reports and Interfaces– Reports and interfaces are also built against the base configuration and are scheduled for Sprints after the foundation is done.

A given Sprint may include one or more of the following: configuration, business automation, report analysis, etc. The goal is to deliver increments of working product functionality within each Sprint. If a Product Backlog item/ User Story cannot be accomplished within a Sprint, the team must break it down to units of work achievable within a Sprint. In some cases, this may not be practical, for example an entire life cycle of an interface being built within the duration of a single Sprint. In these cases, the team will either break the work down into distinct increments or each Sprint may have pieces of the conversion and interface activities, such as Data Mapping occurring in an early Sprint, conversion development occurring in the next Sprint, and a test conversion run in a later Sprint.

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Software Release to Production
Once the Product Backlog items targeted for a Release are complete, the Scrum Team will enter the Production Release Sprints to complete Release testing, and code promotion to Production. During this project stage, final Release testing (often referred to as "hardening") is the goal of testing activities. This effort is focused on confirming that the product increments delivered in each Sprint interoperate as designed and that no new regression errors were introduced. Release Sprints ready the results of the completed build Sprints, enabling the promotion of a new set of configurations into Production Release, encompassing the following activities:
• Code and configuration promoted to the final staging environment, • Release hardening and regression tests,
• Code promotion to Production,
• Production Release and smoke test.

Release testing cycles are managed in Sprints similarly to how they are managed in a waterfall methodology. Once within the Release testing Sprint, the team will perform end-to-end hardening test for the new configurations and regression tests where applicable against previously released functionality. The Product Owner is responsible for prioritizing the team's work on go-live critical defects to complete the project stage within the allocated Sprint(s) (time box).

Conformance with the Release Definition of Done (which includes no Severity 1 or 2 defects open) constitutes the acceptance criteria for a Release. Defects are deviations from the Acceptance Criteria defined for the Product Backlog item. During the Release Sprint, Severity 1 or 2 defects will be prioritized. Out-of-scope issues will be closed or deferred to a future Release or Post-Production Support Backlog.

Post-Production Support
Following Production Go Live, Gray Quarter and Client will complete a Post-Production Stabilization Sprint (12 weeks) to address post- Production defects and transition the Release to the Client support team.

Assumptions
General Assumptions
• To meet the overall timelines of the project, the Client and Gray Quarter will adhere to the mutually agreed schedule and agree that time is of the essence. For schedule changes or elaboration during Sprint Planning, Gray Quarter and Client determine task deadlines to be documented in the project schedule and/or assigned during Sprint Planning for each Sprint.

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accept) will be achievable for deliverables and PBI approvals. The second review will focus on defects and comments raised during the first review.
• Sprint Execution – The Client and Gray Quarter will be responsible for maintaining the quality of the Sprint execution. This includes but is not limited to the duration, scope, task completion, feedback, participation, and Product Backlog grooming required for Sprint readiness. Any impact by any party to the Sprint may require a Project Change Order (Please see Change Control section) to address the need for more resources (i.e., time) to complete the remaining Sprints and project activities. Once the Sprints have been set, any changes to the Sprint’s scope could result in the need for a Project Change Order (Please see Change Control section) to account for the additional Sprints needed. • Testing Execution – The Client will be responsible for the build-out and completion of the testing scripts used to validate system functionality against requirements in scope. Case identification and disposition (training, new requirement, or defect) must be agreed upon at the end of each day by the Client Product Owner and Gray Quarter Scrum Master/Project Manager. This will allow for the proper execution of priority work items for the team to resolve to successfully close out the Sprint.
• Travel is anticipated in the performance of this SOW. The Client will be billed for travel expenses.
• No sales tax or use table shall be included in or added to the prices of material on this order. • The Client and Gray Quarter will review their responsibilities before work begins to ensure that the Services can be satisfactorily completed in the appropriate timeframe. • Gray Quarter is not responsible for impacts to the timeline caused by a dependency on a third party that is solely caused by the Client.

Payment Terms
Gray Quarter will perform the Services on a Time-and-Material basis. The total price to perform the Services and provide the Deliverables described herein is $2,100,336 at $168 per hour for a total of 12,502 hours exclusive of taxes and expenses (the "Time-and-Material").

The Time-and-Material price is based on the information available at the time of signing and the assumptions, dependencies and constraints, and roles and responsibilities of the Parties, as stated in this SOW.

Invoices will be sent monthly based on hours worked.

The Period of Performance (PoP) is projected to be twenty four (24) months from project kickoff to go live.

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Expenses
Travel is anticipated for this project and Gray Quarter has allocated up to $40,000 for travel expenses.

The City will approve any onsites from Gray Quarter prior to any finalizing of an onsite meeting. If additional travel is required beyond the travel budget, the client and Gray Quarter will mutually agree to the increased amount. The actual amounts of any reasonable and customary travel expenses incurred during the performance of the Services will be billed to Client. Gray Quarter will bill Client for actual expenses incurred for travel and lodging/living, as well as other approved out-of-pocket expenses (such as mileage, parking, tolls and telecommunications charges, etc.). City can reimburse per City’s reimbursement policy. Expense receipts will be made available as requested by Client.

Appendix A: Statement of Work for the ePermitHub’s
Digital Plan Room
High Level Overview of the DPR implementation
The Digital Plan Room (DPR) implementation will follow the Release Plan referenced on page 19 of the SOW. The DPR implementation phase activities are outlined below but will follow the SOW’s referenced 24 sprints and 4 iterative releases.

Implementation Phase Activities:

1. Project kick-off and initiation (Project startup phase listed within the SOW):
• Establish a communication and project tracking plan.
• Deliver the Project kick-off presentation and meeting.

2. Digital Plan Room Cloud Provisioning (Sprint 0: Foundation Phase listed within the SOW):
• Verify that all Accela Civic Platform prerequisites are in place. • Cloud Provisioning of the Digital Plan Room components into Client’s nonprod1 environment.
• Cloud Provisioning of the Digital Plan Room database. • Discuss nonprod2 and PROD environments.

3. Digital Plan Room Configuration Analysis (Sprint 1 listed within the SOW):

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• Define the configuration for each record type to be enabled in the plan room. • Gather all document types needed for upload and mapping to the plan room. • Gather Digital Signature validation requirements.
• Gather review package checklist requirements.
• Plan Accela workflow integration configuration points. • Design final approved documentation business logic.
• Determine Accela user group to Digital Plan Room role mappings. • Determine Digital Plan Room disciplines to workflow task configuration. • Gather stamp and watermark requirements.

4. Digital Plan Room Configuration (Sprint 2-23 listed within the SOW):
• Configure Accela Civic Platform standard choices as defined during Configuration Analysis.
• Configure Digital Plan Room business rules utilizing the DPR Accela SDK. • Implement custom EMSE scripting as determined during Configuration Analysis. • Develop stamps and watermarks as determined during Configuration Analysis.

Training, User Acceptance

1. User Acceptance Testing (UAT) will follow the SOW referenced on page 19.

2. Historical Plan Review Conversion:
• Migration of documents from in-flight plan review and historically approved projects from legacy electronic plan review platform into the Digital Plan Room. • Migration of textual comments for historical plan reviews.

3. Administrative and technical training will follow table 6, referenced in the SOW.

4. Staff Training will follow table 6, referenced in the SOW.

5. Agency Client Enablement:
• Produce contextually relevant public-facing training and help web-based videos for licensed professionals, contractors, owners, and the public submitting plans. • Produce public-facing User Guide for licensed professionals, contractors, owners, and the public submitting plans.
• Conduct web-based Agency Customer training sessions.

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ePermitHub Digital Plan Room Project Plan Details
The following section(s) describes the specific activities and tasks that will be executed to meet the Client's business objectives and requirements. In support of the implementation effort described below and within the SOW, Gray Quarter will provide the below-detailed implementation services. For each deliverable, a description is further defined below.

Digital Plan Room Provisioning
During the cloud provisioning step, the Gray Quarter team will review the Digital Plan Room cloud provisioning requirements with the Client’s technical team, including infrastructure and software prerequisites. Once the prerequisites are confirmed to be in place in the Client’s SUPP environment, the Digital Plan Room software components will be provisioned by the Gray Quarter and verified to work properly. Documentation on the software setup architecture specific to the Client will be provided to the Client’s technical team for reference.

Gray Quarter Responsibilities:
• Providing timely and appropriate responses to Client’s requests for information. • Consulting with Client resources to provide technical input and answer technical questions related to the requirements for the Digital Plan Room.
• Gray Quarter will provision up to two [2] sandbox environments.

Client Responsibilities:
• Providing timely and appropriate responses to Gray Quarter’s requests for information. • Providing Gray Quarter with Admin contact information to setup Client’s Admin account.

Digital Plan Room Configuration Analysis
During the Foundation phase and Sprints comprises of the activities required to define the appropriate configuration of the Digital Plan Room and its integration points with the Accela Civic Platform, specifically to reflect the Client’s plan review business processes. During this task, the Gray Quarter team, with input from the Client, will identify any details as it pertains to plan submittal, review, and approval and provide appropriate configuration specifications for the following items:
• Determine configuration for each Plan Review record type, • Determine all needed document types,
• Determine document upload configuration,
• Determine Digital Signatures validation configuration, • Determine Accela workflow integration configuration points, • Determine final approved set cloning business logic,
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• Determine Accela to Digital Plan Room user role mappings, • Determine Digital Plan Room discipline configuration, • Determine required Approval Stamps.

Gray Quarter Responsibilities:
• Providing timely and appropriate responses to Client’s request for information. • Interviewing staff to understand existing business processes. • Conducting meetings via email, web conference, and phone to gather and validate analysis input.

Client Responsibilities:
• Providing timely and appropriate responses to Gray Quarter’s requests for information. • Making available the appropriate Client key users and content experts to provide the required information, participate in the configuration analysis, and verify the accuracy of the documented workflows, input/output formats, and data elements. • Providing any existing business process documentation, including process flows; fee schedules; commonly used applications, reports, and forms; and other relevant information. • Scheduling participants and meeting locations for analysis activities.

Digital Plan Room Configuration
Gray Quarter will configure the Digital Plan Room and make any modification to the Accela Civic Platform configuration by the requirements and determinations made and agreed upon between Gray Quarter and the Client.

The following high-level tasks will be performed:
• Configure Accela Civic Platform standard choices for the Digital Plan Room as defined in the previous Deliverable,
• Configure new Accela document types and associated business rules, • Configure Digital Signature validation,
• Configure Digital Plan Room EMSE library and required scripts, • Implement custom EMSE scripting as determined during Configuration Analysis, • Design, create and configure Approval Stamps as determined during Configuration.

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Documentation on the software configuration specific to the Client will be provided to the Client’s administrative and technical team for reference.

Gray Quarter Responsibilities:
• Providing timely and appropriate responses to Client’s request for information.

Client Responsibilities
• Providing timely and appropriate responses to Gray Quarter’s requests for information. • Making available the appropriate Client key users and content experts to participate in creating the system to learn about the system (knowledge transfer). • Working with Gray Quarter to verify that the system meets the requirements captured in the foundation phase.

User Acceptance Testing (UAT)
During UAT, Gray Quarter will assist the Client in testing and validating the configuration and readiness to be migrated to production. The testing effort will require a significant time investment by the Client. The Gray Quarter will aid the Client through UAT support and address and rectify issues discovered during the UAT process.

Gray Quarter Responsibilities:
• Providing recommendations on testing strategy and best practices.

Client Responsibilities:
• Providing timely and appropriate responses to the Gray Quarter’s request for information. • Making available the appropriate Client key users and content experts to participate in UAT as defined and managed by Client.
• Utilizing the use cases documented in each Configuration Document Deliverable as the basis for the acceptance of this Deliverable.

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Administrative and Technical Training
The Gray Quarter will provide training to Client staff focusing on the administrative and technical setup and the Digital Plan Room administration and configuration. The goal is to educate Client staff in all aspects of the Digital Plan Room solution and ensure the staff is self-sufficient before Go-Live.

The Gray Quarter will provide remote training sessions that span 4 hours. Client staff is responsible for selecting qualified users for the training, who are critical to project success. The following topics will be covered as part of the training session:
• Accela workflow integration,
• Plans and Documents upload,
• Digital Plan Room roles and mapping to Accela roles,
• Digital Plan Room Standard Choices,
• Digital Signatures validation,
• Approval Stamps creation and deployment.

The Gray Quarter will provide Client staff with appropriate documentation for the topics covered in the training session.

Gray Quarter Responsibilities:
• Coordinate with the Client to define training schedule and logistics. • Deliver training per the specific requirements listed above and within the SOW.

Client Responsibilities:
• Select and prepare the power-users who participate in the training and subsequently training end-users.
• Arrange the time and qualified people for the training who are critical to the project’s success.
• Provide suitable Client facilities to accommodate various training classes. • Ensure that users are proficient in using PCs in a Windows environment as a prerequisite for the course.
• Ensure that users are familiar with the use of standard Internet browsers as a prerequisite for the course.
• Ensure that the users install prerequisite software prior to training.

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End User Training
Gray Quarter will complete all the necessary training to run electronic plan review operations across applicable departments. Training materials and required training sessions will be created and conducted.

Gray Quarter will provide the following onsite or remote training sessions to the Client End Users (Users with non-administrative roles) referenced on page 19 of the SOW.

It is recommended that each training session be recorded for reference.

The course curriculum is as follows:

Intake Specialists/Permit Technician Curriculum
Description
ePermitHub Digital Plan Room
embedded into Accela Citizen
Access
• Plan submittal from the Client perspective.
o Understanding the process, a Client will follow to submit an application and submit plans and supporting
documents.
o Review the types of file validation & digital signature validation occurring during submittal and how to
interpret any errors.
o Walkthrough file processing and reviewing the
automated sheet numbering.
• Resubmittal process from the Client perspective
o Reviewing & answering issues from a rejected plan set o Completing the resubmittal of plan addressing the
answered issues.
ePermitHub Digital Plan Room
embedded into Accela Civic
Platform Back Office
• Plan submittal from a staff perspective when done inhouse. • High-level review of Plan Reviewer activities
o Learn at a high-level the steps a plan reviewer will
perform and how they affect what the Client will see in Accela Citizen Access
Plan Reviewers/Managers Curriculum
Description
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ePermitHub Digital Plan Room
embedded into Accela Civic
Platform Back Office
• Accela workflow and the digital plan room
o Learn how the digital platform interacts with the Accela workflow
• Completing a plan review
o Navigating the digital plan room
o Overview of the viewer and available tools
o Creating issues & markup
o Reviewing issues and filtering tools
o Sheet versioning
o Comparison tools
o Stamping
• Rejecting plans & requesting revisions
• Resubmittals & approving plans.
• Create print set
• Overview of Intake Staff usage of the digital plan room o Plan submittal from a staff perspective when done
in-house
ePermitHub Digital Plan Room
embedded into Accela Citizen
Access
• Overview of Client usage of digital plan room
o Plan submittals and file validation & processing.
o Reviewing and answering issues contextually from the
plan markup
Gray Quarter Responsibilities:
• Coordinating with the Client to define training schedule and logistics. • Providing End User Training as described above.
• Providing training material in a format easily modifiable by the Client.

Client Responsibilities:
• Selecting and preparing the power-users who will be participating in the training and subsequently training end-users.
• Arranging the time and qualified people for the training who are critical to the project’s success.

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• Providing suitable Client onsite facilities to accommodate various training classes. • Providing printed training resources developed by Gray Quarter for Client staff. • Ensuring that users are proficient in using PCs in a Windows environment as a prerequisite for the course.
• Ensuring that users are familiar with the use of standard Internet browsers as a prerequisite for the course.

Agency Customer Enablement
In this context, the “Agency” (i.e., city, county, state, etc.) is the Gray Quarter’s Client, and the “Agency Customer” is the Agency’s Customers, such as the licensed professionals, owners and general public leveraging the ePermitHub Digital Plan Room embedded in Accela Citizen Access to:
• Submit their initial electronic plans and supporting documents, • Respond to Issues related to their plans created by Agency Plan Reviewers, • Resubmit corrected plan sheets (aka, digital slip sheets), • Access and print approved job copies of their plans.

During Agency Customer Enablement, Gray Quarter provides web-based training sessions, produces contextually relevant public-facing web-based training videos, and produces a User Guide for Agency’s Customers on how to use the ePermitHub Digital Plan Room embedded in Accela Civic Access. Client publishes videos and User Guide to a dedicated Digital Plan Room information page at Client’s website.

Gray Quarter Responsibilities:
• Provide three [3] web-based Agency Client training sessions of one [1] hours each covering the following topics:
o Plan Submittal,
o File Validation Overview,
o Response to Agency Correction comments,
o Plan Re-submittal.
• Produce the following five (5) public-facing videos:
o Uploading Plans & Supporting Documents,
o Finalizing & Submitting Review Packages,
o Accessing Review Issues & Conditions,
o Submitting Revised Plans,
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o Downloading Approved Plans.
• Produce User Guide in editable format.

Client Responsibilities:
• Creating a dedicated public-facing information web page for related Digital Plan Room videos and User Guide,
• Adding Client branding at the beginning and end of each video. • Adding Client branding to User Guide.
• Adding Digital Plan Room videos and User Guide to Client’s Digital Plan Room information web page.
• Coordination of the external Client webinar scheduling, registration and launching of the training.

Project Assumptions

1. Gray Quarter assumes the Client will have the proper resources to implement the Digital Plan Room software.

2. Gray Quarter assumes all Professional Services costs and work have been identified in the SOW. Any additional cost or work required for this project will be identified and requested through a Change Request process.

3. Gray Quarter assumes the Client has identified a dedicated Accela user-account to be used for communication between the ePermitHub and Accela software.

4. Gray Quarter assumes the Client will provide the appropriate staff to be trained on the software during the training periods outlined in the Project timeline.

6. Gray Quarter assumes it will provide recommendations to the Client for plan review related record types regarding record and workflow statuses most appropriate for the Digital Plan Room software.

7. Gray Quarter assumes all standard choices required to integrate the software into the Client’s Accela configuration and software will be configured by Gray Quarter.

8. Gray Quarter assumes the Client will collaborate with Gray Quarter on delivery of scripts required for the Digital Plan Room.

9. Gray Quarter assumes the Client’s Accela Configuration Environment and Production Environments are in sync.

10. Gray Quarter assumes Client will verify that all Accela Civic Platform prerequisites are in place.

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13. Training Execution parameters are as follows:
a. At the beginning of the project, the Client selects and prepares the power-users who will be participating in the training and subsequently training end-users. Any switch in Client internal resources may require the need for a project change request to account for missing time. b. In the event of onsite training, Client provides suitable onsite facilities and equipment, such as access to network-connected training computers and monitors, to accommodate various training classes.
d. In the event of offsite training, Client ensures all remote class attendees have access to suitable equipment, such as access to internet-connected training computers and monitors, to accommodate various training classes.
e. Gray Quarter provides training resources in digital format developed by Gray Quarter for Client staff being trained.
f. Ensure that users are proficient in using PCs in a Windows environment as a prerequisite for the course.
g. Ensure that users are familiar with the use of standard Internet browsers as a prerequisite for the course.

14. Schedule and delivery are contingent on availability and access to Client staff.

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City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 1 of 99

PURCHASING GUIDELINES AND

PROCEDURES
Purchasing Division
Precious Carter: Purchasing Division Manager
Contact: [email protected]
Effective Date: April 18, 2023
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City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 2 of 99 Table of Contents
SECTION 1: OVERVIEW
Introduction…………………………………………………………………………………………………………………3 Role of the Purchasing Department…………………………………………………………………………….3 Purchasing Values and Principles………………………………………………………………………………..4 Purpose of the Purchasing Manual……………………………………………………………………………..4 Goal………………………………………………………………………………………………………………………….4 -5 Why Policies and Procedures Matter.………………………………………………………………………….5 Code of Ethics………………………………………………………………………………………………………….6 -7 Conflict of Interest………………………………………………………………………………………………………7 Gratuities…………………………………………………………………………………………………………………….7 Definitions and Terms………………………………………………………………………………………….7 – 16 SECTION 2: POLICIES
Policy Definition…………………………………………………………………………………………………………16 The Purpose of Policies………………………………………………………………………………………………16 What Makes a Good Policy………………………………………………………………………………………..16 Purchasing Policy………………………………………………………………………………………………..17 – 41 Purchasing Card Policy (P-Card)………………………………………………………………………….42 – 52 Travel Authority and Expense Reimbursement…………………………………………………..53 - 61 SECTION 3: PROCEDURES
Procedure Definition………………………………………………………………………………………………….62 The Purpose of Procedures…………………………………………………………………………………………62 What Makes a Good Procedure………………………………………………………………………………….62 Exceptions to the Bidding Process……………………………………………………………………….62 - 63 The Purchasing Process………………………………………………………………………………………………64 Telephone Quotes…………………………………………………………………………………..………………….65 Example & Details of a simple quote………………………………………………………………………….66 Response Time from Purchasing Agents…………………………………………………………………….67 Purchasing Dept. Led Bids………………………………………………………………………………….68 - 74 Protest Form and Content…………………………………………………………………………………………..75 Vendor Setup Instructions…………………………………………………………………………………………..76 Purchase Orders (POs)………………………………………………………………………………………………..76 PO Change Order Process……………………………………………………………………………………………77 Furniture Order Process……………………………………………………………………………………………..78 Staples Office Supplies……………………………………………………………………………………………….78 Business Registration…………………………………..…………………………………………………………….78 City of San Bernardino Contract Processing Guidelines………………………………………79 – 87 Justification of Single/Sole Source Request…………………………………………………………88 - 89 City Clerk DocuSign Process…………………………..……………………………………………………….….90 How to Calculate Cost Avoidance/Cost Savings………………………………………………….91 – 92 Certificate of Insurance (COI)………………………………………………………………………………93 - 99 Packet Page. 1488
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 3 of 99 SECTION 1: OVERVIEW
Introduction
The Purchasing Division supports the City Manager, Mayor and City Council, City Departments and Agencies of the City of San Bernardino. The Purchasing Division provides quality goods and services in a timely manner and at the best value for the City.

The Role of the Purchasing Division
A Purchasing Division, also called a procurement division, supports operations by serving as the primary buyer of goods and services in a private sector company, government agency, educational institution, or any other type of organization.

The Purchasing Division serves as a compliance division for the purchasing needs of the City.

The Purchasing Division serves the needs of internal customers by procuring goods and services in a timely manner. The purchasing staff serves the organization’s financial wellness by seeking out and purchasing goods and services at the lowest price and best value.

The Purchasing Division offers procurement services, administers contracts, ensures contract compliance, and manages vendor relationships. Purchasing involves the acquisition of equipment, furnishings, supplies, maintenance services, construction services and contractual services. Purchasing assists departments and/or leads with preparing bid specifications; initiation formal quotes, proposals, and bids, conducting public bid openings, evaluating bids, awarding, and administrating contracts until the final completion or termination of a contract.

The values of the Purchasing Division include Customer Services, Partnership, Innovation, Ethical and Fair Conduct, Professional Values and Transparency. These values assist the Division in fulfilling departments’ obligations while upholding legal requirements and fiduciary responsibilities to the residents of the City of San Bernardino.

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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 4 of 99 Purchasing Values and Principles
Transparency: Being Open and Honest
Accountability: taking responsibility of our work
Ethics: The rules, principles, and standards of deciding what is morally right or wrong when working.

Impartiality: Acting fairly and equitable in all our dealings These values and principles influence how suppliers, contractors and vendors interact with the City and they can affect the way in which the press, public, and other government partners view the City. The Purchasing Division acts as a neutral party in purchasing activities. The Purchasing Division doesn’t have an interest in who is awarded a bid. The City’s Purchasing Division presents the facts that are submitted within bid proposals.

Purpose of the Purchasing Manual
The purpose of the Purchasing Guideline and Procedure Manual is to streamline and detail all Purchasing procedures and guidelines. This Manual will assist all departments in following proper procurement procedures and how to have all proper approvals and signature authorities for procuring materials, services, and equipment.

Goal
All purchasing activities are to be conducted in an ethical manner. Department Directors, Division Managers, and all staff members must be aware of their ethical duty as servants of the public trust while spending public funds. The Purchasing Division will provide a purchasing process that implements and maintains the requirements of City Municipal Code 3.04.070.

A. The Purchasing Division has established a program for all Departments to conduct competitive bidding in the open market that will obtain the greatest advantage for the City of San Bernardino.

B. The Purchasing Division has established purchasing processes utilizing ethical standards.

C. The bidding processes established by the Purchasing Division attempts to obtain high quality goods and services at reasonable costs.

TRANSPARENCY ACCOUNTABILITY ETHICS IMPARTIALITY
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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 5 of 99 D. In most instances purchases will be awarded to the lowest most responsible and responsive bidder based on the specifications of the sourcing effort. All services and materials that are released to the public for bidding purposes will adhere to the City of San Bernardino requirements.

E. The established bidding/purchasing processes promote and maintain good relationships with vendors. All City of San Bernardino staff shall conduct themselves in a professional manner, while promoting equal opportunity, fairness and courtesy in vendor relations.

Why Do Policies and Procedures Matter to the City?
Together, policies and procedures guide our city and reduce risk of liability. They promote consistency across the organization, both for employees and for customers.

Consistency builds a healthy reputation for our city over time, especially regarding employee touchpoints with customers. Another term for this is branding. Consistency builds and protects the City’s brand. Policies and procedures promote Consistency across our City, which builds and protects our city’s brand over time.

Policies can only positively impact our city if they’re followed. The responsibility is twofold:
o Leadership must communicate policies effectively.
o Employees must follow them.

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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 6 of 99 Code of Ethics
A. Avoid Unfair Practices: By granting all competitive suppliers’ equal consideration in so far as State, Federal and City regulations require.

B. Conduct business in good faith: Demanding honesty and ethical practices from all participants in the purchasing process.

C. Decline personal gifts or gratuities: from present or potential suppliers since this can influence or appear to influence procurement decisions.

D. Avoid preferential treatment of certain vendors: Favoritism is the presence of bias or partiality for one vendor over another, or actions that may cause this perception.

E. Promote positive supplier/contractor relationships: By providing vendors with courteous, fair, and equal treatment.

F. Avoid controversy: make every reasonable effort to negotiate equitable and mutually agreeable settlements of controversies with supplier(s).

G. Avoid conflicts of interest: avoid involvement in any transaction/activities that could be considered to be a conflict between personal interest and the interests of the City.

H. Know and obey the letter and the spirit of the law: governing the purchasing function and remain alert to the legal ramifications of purchasing decisions.

I. Enhance proficiency: by acquiring and maintaining current technical knowledge and pursuing related educational opportunities and professional growth.

J. Do not engage in auctioning of bids or quotes: The disclosure of one vendor’s price to another to obtain a lower price is illegal. Prices and other information provided in the purchasing process must not be divulged until made public.

K. Do not engage in back door buying or selling: Unofficial, irregular, devious buying or selling, usually resulting from undue efforts to induce preference for a particular vendor with the intent of limiting competition. Also, evasive actions taken by the seller to circumvent the Purchasing Division and/or City rules/regulations by trying to influence or sell directly to the City’s internal user/customer department.

L. Avoid false information: Employees must take care to avoid providing inaccurate information to vendors during a solicitation process and must not conceal relationships with vendors or other inappropriate purchasing activity.

M. Do not help a bidder with a proposal: Coaching or providing solutions to prepare or improve a proposal is unethical.

N. Avoid leveling: A form of fraud in which a contract is promised to a specific vendor, even though a public solicitation is being pursued for the save of appearances by asking other vendors to submit a bid. This form of collusion is illegal and is a form of price fixing. Procurement professionals and other employees who use leveling will be subject to applicable disciplinary processes and any other investigation by law enforcement agencies.

O. Proper award of contracts and/or purchase orders: Awards should be made to the vendor who receives the highest rating meeting the solicitation requirements (best value). Formal solicitations should state the criteria upon which the evaluation will be based. Criteria may include ability to meet the City’s needs, past performance, references, warranties, services costs, or other measurable specifications that will Packet Page. 1492
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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 7 of 99 eliminate the appearance of an arbitrary or capricious award. Evaluations must be conducted in accordance with criteria established in the solicitation document.

Conflict of Interest
No employee or officer shall purchase goods or services for the City if they have a financial interest in connection to the purchase. No officer or employee shall participate in procurement or make evaluations concerning the purchase of a good or service if they have a relationship or a financial interest concerning the individual or Business seeking a contract from the City. This action would violate Government Code 1090.

Gratuities
All staff and employees are prohibited from accepting gifts, money, kickbacks, rebated goods, or anything that may be construed as an unlawful consideration from individuals or businesses currently engaged in a contract or may be awarded a contract in the future. The offer of such gratuity will result in declaring the individual or business an irresponsible bidder and will prevent the individual or business from bidding.
***PLEASE NOTE*** It is important to keep in mind that, even when no unethical behavior is evident, the appearance of unethical behavior must be avoided. Such behavior erodes public trust and the reputation of the employees, their department, and the city.

Definitions and Terms:

Amendment: An agreed addition to, deletion from, correction, or modification of a document or contract
Annual Purchase Order:

Annual purchase orders are used for repetitively purchasing from the same vendor for items that are under the $10,000 threshold.

If an item is purchased that is $10,001 and $40,000, the annual purchase order cannot be used. Three quotes must be obtained.

The proper procurement process must be followed while using an annual purchase order.

Best and Final Offer (BFOA): This procedure is utilized during the evaluation process after the invitation to negotiate is released and negotiations and presentations have taken place.

Vendors are asked to submit a best and final offer based off this negotiation. Best and final offers, as the name suggest, are a vendor’s final proposal submittal. Typically, best and final offers may include price adjustments, modification to a vendor’s proposed solution and contract terms that differ from standard City contractual language. “Best Value” Procurement Procedure: A procurement method that emphasizes value over price. 2. An assessment of the return that can be achieved over the useful life of the item, e.g., the best combination of quality, service, time, and price.

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City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 8 of 99 For specialized goods, nonprofessional services, and non-public improvement work, the Purchasing Division may approve the use of the “Best Value” method.

The “Best Value” Method takes into consideration the lowest cost, qualified bidder with the quantity and scope needed. This method utilizes the request for proposal solicitation which includes specifications and evaluation criteria and allows the vendor to determine the way in which they will best meet the City’s needs. “Best Value” Procurement must be approved by the Purchasing Division prior to the solicitation of any proposals.

Quality and performance considerations will also be given, as well as price of goods, services, or non-public project implementations.

Criteria for “Best Value” Performance shall include but not be limited to the following:
a. Ability, Capacity, and skill of the vendor to provide the required goods and services of the City within the time period required.
b. Character, integrity, reputation, judgement, experience, and efficiency of the proposer. c. Quality of performance of work performed by the vendor from previous purchases. d. Ability of the proposer to provide future maintenance, repairs parts and services for the use of goods and services.
e. Performance of the vendor under past contracts with the City. f. Possession of required licenses and insurance documents, and endorsements for the City as needed to supply goods and services.

Bid: The response submitted by a bidder to an invitation for Bids (IFB).

Bid Bond: An insurance agreement, accompanied by a monetary commitment, by which a third party (the surety) accepts liability and guarantees that the bidder will not withdraw the bid.

Please Note: The purchasing agent may require a bid bond to accompany a bid. A bid bond should be no more than 10% of the total bid. The City Manager shall establish standards for determining under what circumstances a bid bond is required. City Council and the City Manager have the authority to require a performance bond if they find it necessary in order to protect the City and its interest.

Certificate of Insurance (COI): is a document from an insurer to show you have business insurance. This is also called a certificate of liability insurance or proof of insurance. With a COI, your clients can make sure you have the right insurance before they start working with you.

Please Note: Sample COI located at the end of Purchasing Guidelines and Procedures.

Change Order: A written modification or amendment to a contract. You can also look at phrases such as: Amendment, Modification, Authorized Deviation, Change Order Authority, Contract Modification.

Change Order Authority: The power of right of a public entity to unilaterally modify a contract without the express consent of the contractor.

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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 9 of 99 Commodity: Something useful that can be turned into a commercial advantage; anything that can be purchased, processed, or resold. Examples – paper, furniture, fasteners.

Completion or Performance Bond: An instrument executed, subsequent to award, by successful bidder that protects that public entity from loss due to the bidder’s inability to complete the contract as agreed. A risk mechanism that secures the fulfillment of all contract requirements. May be referred to as a completion bond.

Consultant: A person or company that possesses unique qualifications that allow them to perform specialized advisory services usually for a fee.

Consultant Services Agreement (CSA) or Vendor Service Agreement (VSA): A written contract between the City and a vendor, stating all terms and conditions of a proposed transaction or service.

Contract: 1. An obligation, such as an accepted offer, between competent parties upon a legal consideration, to do or abstain from doing some act. The essential elements of a contract are an offer and an acceptance of that offer; the capacity of the parties to contract; consideration to support the contract; a mutual identity of consent; legality of purpose; and definiteness. 2. A legally binding promise, enforceable by law. 3. An agreement between parties with binding legal and moral force, usually exchanging goods or services for money or other considerations.

Cost Avoidance: Action that avoids incurring costs in the future, also known as “soft savings” and, therefore, not reflected in financial statements.

Cost Savings: A realized and measurable reduction in material, resource, or labor expense(s) associated with the production and delivery of an item or service. Primarily associated in the manufacturing of an item; interchangeably used to indicate a lower price paid by the buyer form what was previously paid.

Cooperative Procurement (Purchasing): 1. The action taken when two or more entities combine their requirements to obtain the advantages of volume purchases, including administrative savings and other benefits. 2. A variety of arrangements, whereby two or more public procurement entities purchase from the same supplier or multiple suppliers using a single Invitation for Bids (IFB) or Request for Proposals (RFP). Cooperative procurement efforts may result in contracts that other entities may “piggyback.” Department of Industrial Relations (DIR): A department of the State of California, which is a regulatory agency for various functions, including enforceability of SB854, which now requires public works contractors subject to prevailing wage requirements to register annually with the Department of Industrial Relations and pay and annual fee. Beginning effective September 1, 2021, the City of San Bernardino will accept public works bids from only those contractors and subcontractors who have complied with this requirement. Please refer to the DIR website:

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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 10 of 99 https://www.dir.ca.gov/Public-Works/Contractor-Registration.html Disadvantage Business Enterprise (DBE): For profit small business concerns where socially and economically disadvantaged individuals own at least a 51% interest and also control management and daily business operations. Usually is certified as a DBE entity in the United States by the government of the State in which it is located.

Emergency: A sudden, unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of life, health, property, or essential public services as defined by California Public Contract Code Section 1102.

Emergency Purchase: A purchase made as the result of an unexpected and urgent request in which health and safety, or the conservation of public resources is at risk. Usually, formal competitive bidding procedures are waived, modified, or simplified. The City’s Municipal Code allows for Emergency Purchases under §3.04.070.

Encumbrance: The appropriation of funds to purchase an item or service. To encumber funds means to set aside or commit funds for specified future expenditure. “Environmentally Preferable” (Per Calrecycle): the Procurement of goods and services that have a reduced impact on human health and the environment compared to competing products serving the same purpose. It is an essential part of the search for high quality products and services at competitive prices.

Formal Bid: A bid that must be submitted in a sealed format and in conformance with a prescribed format to be opened in public at a specified date and time.

This type of format is generally used in the Public Sector for Public Works bid projects, usually called a Request for Bid (RFB)
General Services: furnishing of labor, time, or effort by a contractor for non-professional services as the city may, from time to time, find necessary and proper for the functioning of the City. Examples include, but are not limited to, janitorial, uniform cleaning, maintenance and other services which do not require any unique skill, special background, or training.

Goods: any and all supplies, materials, articles, equipment, apparatus, vehicles, things, or property, other than real property, furnished to be used by the City.

Informal Bid/Proposal: A competitive bid, price quotation, or proposal for supplies or services that is conveyed by a letter, fax, e-mail, or other manner that does not require a formal sealed bid or proposal, public opening, or other formalities. Generally relegated to requirements that may be considered low value or fall under a stipulated price/cost threshold.

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City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 11 of 99 Please Note: For the City, most bids conducted in this manner would be considered “Formal” as long as the actual proposal(s) are not viewed until the bid deadline date and time.

Key Performance Indicators (KPIs): Refer to a set of quantifiable measurements used to gauge a company’s overall long-term performance. KPIs specifically help determine a company’s strategic, financial, and operational achievements, especially compared to those of other businesses within the same sector.

Local Vendor: According to the City’s Municipal Code §3.04.100 Local Bidders, “local” is defined as having “(1) fixed facilities with employees within the City of San Bernardino’s jurisdiction (a PO Box or residential address is insufficient unless it is a home-based business, in which case the residential address may be used) and (2) an appropriate City of San Bernardino Business License.”
Lowest Responsive and Responsible Bidder: The Bidder who fully complied with all of the bid requirements and whose past performance, reputation, and financial capability is deemed acceptable, and who has offered the most advantageous pricing or cost benefit, based on the criteria stipulated in the bid documents.

Local Vendor Preference: Any formal or informal bid submitted by a local bidder for goods or materials, shall receive a five percent (5%) credit for comparison purposes with other bidders. A five percent (5%) credit for comparison purposes shall be used for bidders of services.

Municipal Code §3.04.100
Maintenance Services: The furnishing of labor, time, or effort by a contractor, including but not limited to:
• Routine, recurring, and usual work for the preservation or protection of a publicly owned, or publicly operated facility for intended purposes.
• Minor repainting.
• Resurfacing streets and highways at less than one inch. • Landscape maintenance, including mowing, watering, trimming, pruning, planting, replacement of plants, and servicing of irrigation and sprinkler systems; and • Other similar services that are generally classified as maintenance and not public projects.

Penalty Charge: A clause in a contract specifying the sum of money to be paid if the contractor defaults on the terms of the contract, particularly with respect to time.

Penalty Clause: Punitive language inserted in a competitive solicitation that details what action will be taken if the contractor does not perform in a satisfactory manner. (ISM, 2000) Packet Page. 1497
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 12 of 99 Pre-Bid/Pre-Proposal Conference (Meeting): A meeting held by the buyer with potential bidders/proposers prior to the opening of the solicitation for the purpose of answering questions, clarifying any ambiguities, and responding to general issues to establish a common basis for understanding all of the requirements of the solicitation. May result in the issuance of an addendum to all potential providers. In certain situations, a mandatory conference may be advisable.

Pre-Solicitation Conference (Bidders or Suppliers Conference): An informal, typically nonmandatory, meeting inviting comments and suggestions from a representative group of suppliers on the draft of a proposed solicitation; this conference provides useful market analysis information to the buyer; usually used for solicitation involving high technology or complex services.

Prevailing Wage: the average wage paid to similarly employed workers in a specific occupation in the area of intended employment.
o Per www.dir.ca.gov. When the Director of the California Department of Industrial Relations determines that the general prevailing rate of per diem wages for a particular craft, classification, or type of work is uniform throughout an area, the director issues a determination enumerated county by county, but covering the entire area. General determinations are issued twice a year, February 22 and August 22nd.

Price: 1. A value placed on an object or service provided by a seller to a buyer. 2. The money value of a unit of a good, service, or resource. 3. The total amount, in money or other consideration, to be paid or charged for a commodity normally includes all costs (direct labor, overhead, materials) a profit or fee.

Piggy-back (Piggyback Cooperatives Contracts or Government Contracts): A form of intergovernmental cooperative purchasing in which an entity will be extended the pricing and terms of a contract entered into by a larger entity. Generally, a larger entity will competitively award a contract that will include language allowing for other entities to utilize the contract which may be to their advantage in terms of pricing, thereby gaining economies of scale that they normally would not receive if they competed on their own.

Professional Service: A service rendered by member(s) of a recognized profession or possessing a special skill. Such a service is generally acquired to obtain information, advice, training, or direct assistance. See also: Nonprofessional Service.

Public Works (PW): According to Labor Code 1720, construction, alteration, demolition, installation, or repair work done under contract and paid for the whole or in part out of public funds, except work done directly by any public utility company pursuant to order of the Public Utilities Commission or other public authority. For purposes of this paragraph, “construction” Packet Page. 1498
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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 13 of 99 includes work performed during the design and preconstruction phases of construction, including, but not limited to, inspection and land surveying work, and work performed during the post construction phases of construction, including, but not limited to, all cleanup work at the jobsite. “Installation” includes, but is not limited to, the assembly and disassembly of modular and/or affixed modular office systems.

Protest: A written objection by an interested party to a solicitation or award of a contract with the intention of receiving a remedial result.

Purchasing Agent: Individual who acts on behalf of any entity, such as a corporation, partnership, or any level of government as that entity conducts business. See also: Law of Agency, Principal, Buyer, General Agent, Special Agent.

Purchase Order: A purchaser’s written document to a supplier formalizing all terms and conditions of a proposed transaction (e.g., description of the requested items, cost of items being purchased, delivery schedule, terms of payment, transportation).

A purchaser’s written document to a supplier formalizing all the terms and conditions of a proposed “single” transaction, such as a description of the requested items, cost of items being purchased, delivery, schedule, terms of payment, and transportation. Purchase orders are only to be made by the Purchasing Division, except in the case of small purchases or in the case of an emergency. No employee is to request the delivery of goods or services without the issuance of a purchase order.
o Please note that a small purchase is a purchase that is less than or equal to $10,000.

Purchase Order (Stand Alone): This type of transaction is not connected to a contract in any way. Stand Alone POs are created for one-time purchases, usually for equipment and materials.

Stand Alone POs have their own terms and conditions. Once signed by the recipient it is a legally binding contract.

Purchase Order (Assigned to a Contract): This type of transaction is connected to a contract.

The terms and conditions along with the expiration date of the contract extend to the Purchase Order. Purchase Orders that are contract specific/related should not be drafted beyond the expiration date of the contract that it is attached to. If the contract is extended, then the PO can be extended. If the contract expires, the PO cannot be extended beyond the expiration date of the contract.

Purchase Requisition (PR): A document created by a requestor authorizing the commencement of purchasing transaction. This typically will include a description of the need and other information that is relative to the transaction. A requisition may be submitted in hard copy or via eProcurement software.

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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 14 of 99 Quote: An informal purchasing process which solicits pricing information from several sources.

A price quote in general delivers a fixed price for a product or service. It is given to a customer by a supplier and can be either written or verbal. The quoted price is only valid for a certain period of time and can’t be changed once the client accepts it.

What isn’t a price quote:

A screen print from a vendor’s website.

A price taken from a newspaper or magazine advertisement.

A price paid from a previous product. Pricing changes over time. It mustn’t be assumed that the price of the product is the same as previously quoted.

A verbal price given without written confirmation and/or follow-up.

Requisition: An internal document by which a using agency sends details of supplies, services, or materials required to the Purchasing Division.

Request for Comments (RFC): A document generated prior to an authorized procurement in order to request feedback from the contracting community or potential Proposers/Bidders, to seek information about a product or service in order to assist in the finalization of technical specifications, design specifications, or a statement of work.

Request for Information (RFI): A non-binding method whereby a jurisdiction publishes via newspaper, internet, or direct mail its need for input from interested parties for an upcoming solicitation. A procurement practice used to obtain comments, feedback, or reactions from potential responders (suppliers, contracts) prior to the issuing of a solicitation. Generally, price or cost is not required. Feedback may include best practices, industry standards, technology issues, etc.

Request for Proposal (RFP): The document used to solicit proposals from potential providers (Proposers) for goods and services. Price is usually not a primary evaluation factor. Provides for the negotiation of all terms, including price, prior to contract award. May include a provision for the negotiation of best of final offers. May be a single or multi-step process. This format of bidding was introduced in the Armed Services Procurement Act of 1962 as wells as by the Competition in Contracting Act of 1984.

Request for Qualification (RFQual): A document that is issued by a procurement entity to obtain statements of the qualifications of potential responders (development teams or consultants) to gauge potential competition in the marketplace, prior to issuing the solicitation.

Request for Quotation (RFQ): Purchasing method generally used for small orders under a certain dollar threshold. A request is sent to suppliers along with a description of the commodity or services needed and the supplier is asked to respond with price and other Packet Page. 1500
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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 15 of 99 information by predetermined date. Evaluation and recommendation for award should be based on the quotation that best meets price, quality, delivery, service, past performance, and reliability.

Single Source: A Single Source is a procurement decision whereby purchases are directed to one source because of standardization, warranty, or other factors, even though other competitive sources may be available. A department must demonstrate in writing, to the Purchasing Agent that the purchase can only be obtained from a single source. The Purchasing Agent is satisfied with the price and the terms and conditions negotiated, for single source goods and services greater than $10,000 and less than or equal to $100,000; this will require approval by the Purchasing Agent. Approval for a single source procurement in excess of $100,000 requires approval by the City Council.

Sole Source: Sole Source is used only when there is only one qualified company that has developed a patented or copyright product or service; when the product or service is required immediately due to a pressing emergency; or it is not in the public’s interest to hold a competition. Examples would be (rights to data, copyrights, or patents, proprietary interest, or secret processes) to the manufacturing of the good or service. The word “sole” means only one.

A sole source must meet certain requirements:
a) Is the commodity or good or service the only of its kind? b) The commodity is available from one, and only one source.

Specifications: A precise description of the physical characteristics, quality, or desired outcomes of a commodity to be procured, which a supplier must be able to produce or deliver to be considered for award of a contract.

Splitting Purchases: To divide a purchase into two or more parts in order to avoid the requirements of the Purchasing Policy in Municipal Code 3.04. This action is strictly prohibited by the Code. Municipal Code § 3.04.090: It shall be unlawful to split or separate into smaller purchases, a purchase so as to bring the purchase within the provisions of any exemption or less stringent procedure provided herein.

For example, procurement cards may be used to make single purchases without quotes for up to $10,000. An employee makes three purchases of $9,000 on their p-card for materials for an event, rather than getting bids. Their total spend is $27,000. When the Finance Department later audits p-card charges, they identify these charges as a split purchase that not only violated City Policy and Municipal Code but is illegal.

Surplus: 1. An overstock situation that occurs when the quantity of goods on hand exceeds the quantity of goods needed. The overstocked goods may be returned to the supplier, sold at Packet Page. 1501
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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 16 of 99 auction, or disposed of in a method acceptable to the entity. 2. The goods or materials that are obsolete or no longer needed by the agency and are designated for disposal. Surplus becomes available for disposal outside of the entity due to an unforeseen situation that affects the use of the item (for example, chairs or desks that have been replaced with new items). Disposal of surplus is governed by Municipal Code § 3.04.080.

SECTION 2: POLICIES
Policy
A set of general guidelines that are outlined by the City for talking about certain situations/issues.

The Purpose of Policies
To communicate city values, philosophy, and culture. Effective policies also lay the foundation for a healthy work culture. Maybe you’ve seen firsthand how policies influence culture, communicate expectations to employees, and guide day-to-day operations. Also, maybe you’ve seen the adverse effect of neglected policies.

What makes a good policy?
Clear, concise, and simple language
Policy explains the rule, not how to implement the rule (That is what Procedures are for and that is what the purchasing manual does.)
Policies easily accessible by staff at all times.

Represents a consistent, logical framework.

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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 17 of 99 City of San Bernardino
Administrative Policy
Purchasing Policy and Procedures Guide
Subject: Purchasing Policy and Procedures Guide
Purpose:

To set forth the policies governing procurement and contracting and to establish certain procedures concerning authorization, documentation, and expenditure for Agencies, Departments, and the City Manager of the City of San Bernardino. The City of San Bernardino has a goal of ethical and fair procurement, and open competition. This Purchasing Policy and Procedures Guide outlines procedures in compliance with Chapter 3.04 of the San Bernardino Municipal Code. Authority: Resolution No. 2023-020 Scope:

Unless otherwise stipulated herein, this policy applies to all City Employees and Elected Officials making purchases on behalf of the City of San Bernardino. All such employees and officials shall comply with the provisions outlined in this policy. The purpose of any required documentation is to ensure transparency and provide sufficient evidence to anyone who reviews bids, proposals, and/or other purchasing materials that public funds were expended in compliance with this Purchasing Policy and Procedures Guide, San Bernardino Municipal Code, and applicable State and Federal law.

Exemption from Scope
None
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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 18 of 99

TABLE OF CONTENTS
Section Page
I. Introduction 3
II. Purchasing Expenditure and Approval Thresholds 6
III. Informal Procurement 7
IV. Competitive Procurement 7
V. Exemptions 8
VI. Protest Procedures 9
VII. Federal Emergency and Grant Procurement Procedures 10 VIII. Contracting 19
IX. Surplus Supplies and Equipment 20
X. Ethical Standards and Fair Processes 21
Exhibit A – Expenditure and Authorization Threshold Reference 24 Exhibit B – Contracting Guide 25
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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 19 of 99 I. INTRODUCTION
(a) Purpose
Chapter 3.04 of the San Bernardino Municipal Code provides for the administration of the City’s procurement processes, including the establishment of Purchasing Policy and Procedures Guide (“Policy”). The purposes and objectives of this Policy are:

1. To ensure compliance with all current laws and regulations

2. To promote transparency of the City’s procurement activities

3. To establish standardized, cost-effective, and efficient purchasing methods

4. To ensure continuity of City operations

5. To promote fair competitive processes

6. To maintain integrity and fairness

7. To support the City’s mission and serve the best interest of the public This Policy shall not apply to the procurement of Public Works Projects. Procurement procedures for Public Works Projects are defined in Chapters 12.20, 12.21 and 12.24 of the San Bernadino Municipal Code.
(b) Definitions
In construing the provisions of this Policy, the following definitions shall apply:

Cooperative Purchasing – Cooperative purchasing is an arrangement in which multiple entities combine their buying requirements onto a single contract and aggregate volume to enhance their purchasing power.

Emergency – A sudden, unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of life, health, property, or essential public services as defined by California Public Contract Code Section 1102.

Emergency Purchase – A purchase or procurement of supplies, equipment or services made during an emergency as defined under Section VI(A) and MC 3.04.070.

General Services - furnishing of labor, time, or effort by a contractor for non-professional services as the City may, from time to time, find necessary and proper for the functioning of the City. Examples include, but are not limited to, janitorial, uniform cleaning, maintenance and other services which do not require any unique skill, special background or training.

Goods - any and all supplies, materials, articles, equipment, apparatus, vehicles, things, or property, other than real property, furnished to be used by the City.

Local Business – The vendor (i) has fixed facilities with employees located at a business address within the City of San Bernardino city limits (a PO box or residence is insufficient); and (ii) has an appropriate City business license/permit, pursuant to MC 3.04.100.

Lowest Responsive, Responsible Bid – A bid from a responsible bidder, defined as a bidder qualified to do the solicited work, that conforms in all materials respects to the solicitation, and is the lowest price among qualified, responsive bids.

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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 20 of 99 Maintenance Services - the furnishing of labor, time or effort by a contractor, including but not limited to:
• Routine, recurring, and usual work for the preservation or protection of a publicly owned, or publicly operated facility for intended purposes; • Minor repainting;
• Resurfacing streets and highways at less than one inch; • Landscape maintenance, including mowing, watering, trimming, pruning, planting, replacement of plants, and servicing of irrigation and sprinkler systems; and
• Other similar services that are generally classified as maintenance and not public projects.

Piggyback – (See Cooperative Purchasing).

Professional Services - services provided by a person, company, corporation, or firm engaged in a profession based on a generally recognized special knowledge, skill, license, and/or certification to perform the work including, but not limited to, the professions of accountant, attorney, artist, architect, landscape architect, construction manager, engineer, environmental consultant, dentist, physician, training or educational consultant, or land surveyor, and whose services are considered distinct and unique.

Protest – A protest is a challenge to the award or proposed award of a contract for the procurement of goods and/or services, or a challenge to the terms of a solicitation for such a contract.

Purchase Order (PO) – A purchase order, or PO, is an official document issued by the City committing to pay a vendor for the sale of specific products or services to be delivered in the future.

Purchasing Agent – An employee who purchases materials and supplies and solicits bids on behalf of the City.

Request for proposal (RFP) – A request for proposal (RFP) is a document that solicits firms to submit a proposal to perform the scope of work associated with a proposed project. Cost is not the sole basis for selection in an RFP; other qualifications including experience, turnaround time and approach to work are important factors when evaluating proposals. RFPs are project specific, and preparation requires general knowledge of the project. It is expected that interested parties would do a limited amount of work to develop a quality proposal.

Request for Qualification (RFQual) – A request for qualifications (RFQual) is a document that solicits firms to submit information about their qualification and capabilities to perform the type of work associated with a proposed project. The preparation of an RFQual generally does not require specific project knowledge or scope. An RFQual may be used as a pre-qualification step to engaging a service provider. If an RFQual is required, only those candidates who successfully respond to it and meet the qualification criteria will be included in the subsequent RFP process.

An RFQual will contain specific reference to selection criteria.

Request for Quote (RFQ) – A formal or informal solicitation of price quotes.

Services - either general services, maintenance services, or professional services.

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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 21 of 99 Sole Source – A sole source purchase means that only one supplier, to the best of the requester's knowledge and belief, based upon thorough research, can provide the required product or service.

Surplus Supplies and/or Equipment – City owned materials, supplies and/or equipment deemed to be no longer useful or otherwise obsolete. See MC Section 3.04.080. (c) Organization
The Purchasing Division is part of the Finance Department, which is responsible for carrying out written administrative procedures adopted by the City Council related to procurement (M.C. § 3.04.020). (i) Purchasing Division.

The Purchasing Division is responsible for the oversight and internal control related to procurement and purchasing including, but not limited to:
i. Ensuring compliance with Chapter 3.04 of the San Bernardino Municipal Code and this Policy.
ii. Developing technical review matrices for proposals
iii. Carrying out the initial review of Bids/Proposals
iv. Verifying that all legal and other required internal reviews are completed
v. Ensuring that departments are using the correct contract templates vi. Opening sealed bids
vii. Certification of Sole Source Procurements
viii. Managing the City’s Disadvantaged Business Enterprise (DBE) and Small Business Enterprise (SBE) Program and reporting results to City Management and the Mayor and City Council.
(ii) Purchasing Division Manager (“Purchasing Manager”).

The Purchasing Manager is a critical internal control position. While not empowered to make purchases directly, the Purchasing Manager ensures that the City complies with applicable procurement law, grant funding requirements, the San Bernardino Municipal Code and this Policy. The Purchasing Manager is responsible for internal control and compliance related items including, but not limited to:
i. Reviewing selection of vendors for compliance with open and fair competition
ii. Responding to any bid protests
iii. Reviewing the DBE and SBE program including verifying affirmative steps and auditing results
iv. Reviewing contracts before they are submitted for final signatures Packet Page. 1507
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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 22 of 99 v. Periodic audits for compliance with applicable law, the San Bernardino Municipal Code and the Policy
II. PURCHASING EXPENDITURE AND APPROVAL THRESHOLDS
(a) Purchasing Requirements by Expenditure Threshold
(i) Purchases up to $10,000 (Micro-Purchases):

1. Purchases up to $10,000 may be purchased using a Procurement -Card (“P-Card”) or through a check request.

2. No formal bids or quotes are required.

3. Purchases of $10,001 and over shall not be divided into multiple smaller purchases or invoices to circumvent required procedures. This is “split purchasing” and is unlawful and a violation of the Policy and the San Bernardino Municipal Code. (M.C. § 3.04.090).
(ii) Purchases Between $10,001 and $40,000 (Small Purchases):

1. Purchases in this category are processed informally through the simplified process outlined in Section III of this Policy and may be processed directly by the department making the purchase.

2. Competitive Bidding may be used for purchases under $40,000 at the discretion of the Agency or Department Director.
(iii) Purchases Above $40,000:

1. Purchases in this category are subject to competitive bidding or competitive selection outlined in Section IV of this Policy, depending on the type of purchase (formal procurement procedures).

2. Reporting. All contracts in this category signed by the City Manager, Agency Directors, Directors and/or their designees shall be reported (in list form) to the Mayor and City Council at each Regular City Council meeting during the City Manager Update.
(b) Purchasing Authority by Expenditure Threshold
(i) Purchases up to $50,000:

1. Purchases in this category may be authorized and signed by Agency/Department Directors and/or the City Manager or their designee.
(ii) Purchases between $50,001 and $100,000:

1. Purchases in this category may only be authorized and signed by the City Manager or the Assistant City Manager with prior written authorization from the City Manager in the City Manager’s absence. (iii) Purchases over $100,000:

1. Purchases in this category may only be authorized by the Mayor and Packet Page. 1508
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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 23 of 99 City Council.

III. INFORMAL (SIMPLIFIED) PROCUREMENT PROCESS
Purchases for goods, services, and materials that are subject to the informal procurement process may be processed through vendor quotations as follows:
(a) Three (3) written quotes should be obtained.
(b) Departments shall strive to obtain written price quotes from three or more potential contractors or suppliers and accept the quote which is determined to be in the best interests of the City. Written price quotes shall be retained and provided as backup for the purchase requisition. If unable to obtain a minimum of three (3) price quotes, staff shall document that reasonable efforts were made to obtain price quotes or proposals including, that there were no other vendors to solicit price quotes or proposals from or that they solicited to other vendors and one or more declined to provide a quote or proposal.
(c) Award shall be made to the best qualified vendor presenting a quote or proposal that is in the City’s best interests. For purchases subject to the informal procurement process, criteria other than price may be used. For example, delivery time, quality, and vendor experience may impact the selection of quotes. If using criteria other than price, the criteria should be stated somewhere on the quote documentation for audit purposes. (d) Contracts for the purchase of professional services shall be awarded to the best qualified vendor on the basis of demonstrated competence and professional qualifications. While a reasonable price is always a consideration in selecting a vendor, it cannot be the sole factor in selecting a vendor for professional services.

IV. FORMAL PROCUREMENT PROCESS
(a) Purchases for goods, services, and materials that are subject to the formal procurement process shall be processed utilizing an RFP, RFQual or RFQ process as described in this Section. The RFP, RFQual or RFQ process shall be utilized to engage services on the basis of demonstrated competence and qualifications for the types of services to be performed and at fair and reasonable prices to the City. The following minimum guidelines and procedures shall be implemented.
(i) Notice Inviting RFQs or RFPs. At a minimum, the notice inviting RFQs, RFQuals or RFPs shall: (1) describe the project; (2) state how to obtain more detailed information about the project; (3) state the date, time and place for the submission of qualifications or proposals; (4) describe general parameters for evaluation and selection; and (5) include any other information required by state or local law.
(ii) Published Notice. City staff shall solicit RFQs, RFQuals or RFPs via published notice in a newspaper of general circulation and/or the City’s website at least ten Packet Page. 1509
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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 24 of 99 (10) calendar days before the date for receiving qualifications or proposals, unless exigent circumstances call for a shorter time.
(iii) Review of Qualifications or Proposals. The City will receive qualifications or proposals at the date, time and place of submission on the notice inviting RFQs/RFQuals/RFPs. Any proposals received after the proposal opening time will be time/date stamped and returned unopened to the proposer. The City will review and evaluate qualifications or proposals based on the evaluation and selection criteria in the RFQs/RFQuals/RFPs and rank proposals based on factors listed in the RFQ/RFQual/RFP.
(iv) Negotiation. Once proposals are ranked, the City may negotiate a contract with the highest ranked proposer only, may negotiate with multiple proposers, or may attempt to reach an agreement with the highest ranked proposer before negotiating with other proposers in order of ranking. The City may also dispense with negotiations and recommend an award based on the proposals. (v) Award. Award for professional services contracts shall be to the best qualified vendor who will best serve the City’s interests taking into account the demonstrated competence, professional qualifications and suitability for the project. Award for other contracts shall to the vendor offering the best value to the City, in the City’s sole and absolute discretion.
(vi) Rejection of Bids. The City Council may, in its sole and absolute discretion, reject all proposals presented and re-advertise.

V. EXEMPTIONS
Exemptions from the procurement process may be requested under the following circumstances:
(a) Emergency Purchases. An exemption may be granted in case of an emergency, which is so urgent as to preclude advance action by the Mayor and Common Council and which requires purchase of supplies, materials, equipment, and contractual service. (i) In such a case, the City Manager shall have the authority to authorize the Purchasing Division to secure in the open market such supplies, materials, equipment, or contractual services as deemed necessary. (ii) This emergency authority shall extend to all purchases; irrespective of the fact that amount might exceed the City Manager’s authorization threshold. In such instances a full explanation of the emergency circumstances shall be filed with the Mayor and City Council (MC § 3.04.070).
(iii) If emergency work is performed, the Purchasing Division should be notified by the next business day, or as soon as practical. This will allow the Purchasing Division to properly ratify purchase orders.

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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 25 of 99 (iv) An emergency includes the following: (1) a public calamity; (2) an immediate need to prepare for national or local defense; (3) the breakdown of machinery or equipment causing a service impediment requiring immediate resolution; (4) a hazard to public health or welfare; and (5) situation in which the City will be unable to perform services for the public.
(b) Cooperative Purchases. The City may engage in cooperative purchasing for goods or services as a third-party agency "piggybacking" on another agency's competitively bid agreement. Cooperative purchasing reduces administrative expenses and secure prices and other benefits of a large volume purchase. Caution must be exercised to ensure that the City is in compliance with all applicable federal, state, and local laws as well as the Policy. The Purchasing Division must be consulted prior to any department engaging in cooperative purchasing.
(c) Sole Source. When a department determines that the goods, services or public project can only be obtained from a sole source. For example, only one manufactured makes an item that meets the required specifications or only one item is compatible with existing equipment. Price cannot be used in a determination of sole source. This is an indication of competition in the marketplace.

A sole source purchase is a method of acquisition; it shall not be used to avoid competition. A sole source justification memo is required for any sole source purchase over $10,000. The sole source justification memo must be approved by the Purchasing Manager before the purchase is completed.
(d) Public Works Projects. This Policy shall not apply to the procurement of Public Works Projects. Procurement procedures for Public Works Projects are defined in Chapters

12.20, 12.21 and 12.24 of the San Bernadino Municipal Code. (e) Purchases Approved by Mayor and City Council. A purchase that is otherwise approved by the action of the Mayor and City Council in a public meeting is exempt from this Policy.
(f) Federal/Grant-Funded Procurement. Federal/grant-funded procurements shall be exempt from this Policy if such funding requires compliance with an alternative set of procurement rules not in compliance with this Policy. This is more particularly described in Section VII(c) of this Policy.
(g) Exemptions Authorized by San Bernardino Municipal Code Section 3.04.010(D)(1). Items listed in San Bernardino Municipal Code section 3.04.010(D)(1) shall be exempt from this Policy. This includes, but is not limited to, purchases/sales from other governmental agencies.
(h) Inadequate Competition. Inadequate competitive is defined as when, after solicitation from a number of sources (which must be documented for audit purposes), competition is determined to be inadequate. Inadequate competition includes the lack of receipt of responsive bids.

VI. PROTEST PROCEDURES
(a) Right to Protest. Prior to making the award, any responsible bidder in connection with Packet Page. 1511
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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 26 of 99 the award of a contract may protest the award. A subcontractor of a bidder or proposer may not submit a protest. This Section shall apply to all contracts awarded by the City Council through a formal competitive process, including but not limited to a formal bid or formal request for proposal process. The protest procedure does not apply to contracts that are awarded at the staff level or through a non-competitive process (e.g., by sole source). The protest procedure is solely to serve the public interest and obtain finality of City contract awards.
(b) Procedure. The protest must:
(i) Be filed in writing within five (5) calendar days after the bid opening date relating to any Bid. Any protest relating to a City determination or recommendation regarding the bidder’s bid must be submitted within five (5) calendar days after the City makes the determination or recommendation (ii) Clearly identify the specific irregularity or accusation; (iii) Clearly identify the specific City staff determination or recommendation being protested, if applicable;
(iv) Specify in detail the legal grounds for protest and the facts supporting the protest; and
(v) Include all relevant, supporting documentation with the protest at time of filing. (c) City Response. Any grounds not raised in the written protest are deemed waived by the protesting bidder. If the protest does not comply with each of these requirements, the City may reject the protest without further review. If the protest is timely and complies with the above requirements, the City shall review the protest, any response from the challenged bidder(s), and all other relevant information. The City will provide a written decision to the protestor in a reasonable amount of time. (d) Effect of Failure to Comply with Protest Procedures. The procedure and time limits set forth are mandatory and are the sole and exclusive remedy in the event of a bid protest.

Failure to comply with these procedures shall constitute a failure to exhaust administrative remedies and a waiver of any right to further pursue the bid protest, including filing a Government Code Claim or legal proceeding. (e) Conflicts. The protest procedure contained in this Section shall not apply if a particular procurement solicitation contains a different protest procedure.

VII. FEDERAL EMERGENCY AND GRANT PROCUREMENT PROCEDURES (a) Purpose. The purpose of these Federal Emergency and Grant Procurement Procedures is to define the practices and policies governing the procurement of services, and goods (i) in preparation of, during, and after an emergency that may be subject to federal funding or reimbursement; (ii) when using federal grant funds subject to the regulations set forth in the following sentence. These Federal Emergency and Grant Procurement Procedures are compliant with Title 2 of the Code of Federal Regulations Part 200, Packet Page. 1512
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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 27 of 99 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (“Uniform Guidance”).
(b) Federally Declared Emergencies and Federal Grants; Procurement and Contracting Requirements
(i) In the event of an emergency declared by the President of the United States, the City must comply with Federal procurement standards as a condition of receiving public assistance funding from the Federal Emergency Management Agency (FEMA) for contract costs for eligible work. FEMA funding is governed by the Uniform Guidance.
(ii) In addition, most federal grant funding is also subject to the Uniform Guidance.

Federal grant compliance requires the grantee to conduct procurements in accordance with written procurement policies and procedures that comply with the requirements set forth in the Uniform Guidance. These procurement procedures shall be complied with in connection with utilization of federal grant funding by the City, in addition to any other specific grant requirements. (iii) These procedures are in addition to and are not intended to replace or supersede the City’s other procurement requirements in this Policy or state law.

In the case of a conflict between these procedures, the more stringent requirement shall govern, provided that the more stringent requirement would not violate a federal procurement requirement. In such case, for federally funded contracts, the federal requirement shall govern. (c) Conflicts of Interest
(i) Standards of Conduct for Conflicts of Interest. No employee, officer or agent of the City shall participate in selection, or in the award or administration of a contract supported by federal funds if a conflict of interest, real or apparent, would be involved. Such a conflict would arise when: The employee, officer or agent; any member of his immediate family; his or her partner; or an organization which employs, or is about to employ, any of the above, has a financial or other interest in the firm selected for award. The City’s officers, employees or agents will neither solicit nor accept gratuities, favors or anything of monetary value from contractors, potential contractors, or parties to subagreements. Such a conflict will not arise where the financial interest is not substantial, or the gift is an unsolicited item of nominal intrinsic value.

Employees must follow applicable laws, rules, and regulations in regard to conflicts of interest including, but not limited to, the Political Reform Act, the prohibition against contractual conflicts of interest, and guidelines in the California Code of Regulations regarding acceptance of gifts. (ii) Violations. Disciplinary actions to be applied for violations of the above standards are as follows.
(1) The violation of these Standards of Conduct by City employees will subject the violator to any disciplinary proceedings or action deemed Packet Page. 1513
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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 28 of 99 appropriate by the City Manager. Employees may correct a violation in any manner provided for under the Political Reform Act, and its implementing regulations.
(2) The violation of any of these Standards of Conduct by City officers will require correction of the violation in any manner provided for under the Political Reform Act, and its implementing regulations. (3) Contractors or subcontractors that violate these Standards of Conduct as relates to an active federally funded procurement may be prohibited from bidding on the procurement, or may be subject to other action as deemed appropriate by the City Manager.
(4) Agents of the City that violate these Standards of Conduct as relates to federally funded procurements may be prohibited from participation on behalf of the City on federally funded projects, or subject to other action as deemed appropriate by the City Manager.
(d) Procurement Standards
(i) Oversight. The City shall maintain administrative oversight of contractors to ensure that contractors perform in accordance with the terms, conditions and specifications of their contracts or purchase orders.
(ii) Economical Approach. The City must avoid acquisition of unnecessary or duplicative items. Consideration should be given to consolidating or breaking out procurements to obtain a more economical purchase. Where appropriate, an analysis will be made of lease versus purchase alternatives, and any other appropriate analysis to determine the most economical approach. The City will enter into state and local intergovernmental agreements or inter-entity agreements where appropriate for procurement or use of common or shared goods and services. If feasible and it reduces project costs, the City will explore using federal excess and surplus property in lieu of purchasing new equipment and property. When appropriate, the City will investigate using value engineering clauses in contracts for construction projects of sufficient size to offer reasonable opportunities for cost reductions.
(iii) Detailed Records. The City shall maintain records sufficient to detail the history of each procurement. These records will include but are not necessarily limited to the following: rationale for the method of procurement, selection of contract type, contractor selection or rejection, and the basis for the contract price. (iv) Procurement Issues. The City alone shall be responsible, in accordance with good administrative practice and sound business judgment, for the settlement of all contractual and administrative issues arising out of procurements. These issues include, but are not limited to, source evaluation, protests, disputes and claims.

Protest procedures or information on obtaining the procedures shall be included in the procurement documents.

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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 29 of 99 (e) Competition
(i) Full and Open Competition. In order to ensure objective contractor performance and eliminate unfair competitive advantage, contractors that develop or draft specifications, requirements, statements of work, or invitations for bids or requests for proposals must be excluded from competing for such procurements.

Some of the situations considered to be restrictive of competition include but are not limited to:
(1) Placing unreasonable requirements on firms in order for them to qualify to do business;
(2) Requiring unnecessary experience and excessive bonding; (3) Noncompetitive pricing practices between firms or between affiliated companies;
(4) Noncompetitive contracts to consultants that are on retainer contracts; (5) Organizational conflicts of interest, as further detailed herein; (6) Specifying only a “brand name” product instead of allowing “an equal” product to be offered and describing the performance or other relevant requirements of the procurement; and
(7) Any arbitrary action in the procurement process.
(ii) Organizational Conflicts of Interest. An unfair competitive advantage could result if a contractor were allowed to submit a bid or proposal for work described in a specification or statement of work that the contractor itself developed. For the purpose of eliminating a potential unfair competitive advantage, and in compliance with applicable state and federal laws and regulations, a contractor that develops or assists in developing specifications, requirements, statements of work, invitation for bids, and/or request for proposals for City procurement is excluded from competing for the resultant procurement, unless an appropriate waiver is issued by the City. All waivers will be assessed by the City on a case-bycase basis. (iii) Geographical Preference. The City shall conduct procurements in a manner that prohibits the use of statutorily or administratively imposed in-state or local geographical preferences in the evaluation of bids or proposals, except in those cases where applicable federal statutes expressly mandate or encourage geographic preference. When contracting for architectural and engineering (A/E) services, geographic location may be a selection criterion provided its application leaves an appropriate number of qualified firms, given the nature and size of the project, to compete for the contract.
(iv) Procurement Transactions. The City shall require the following information for procurement transactions:

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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 30 of 99 (1) A clear and accurate description of the technical requirements for the material, product, or service to be procured. Such description shall not, in competitive procurements, contain features which unduly restrict competition. The description may include a statement of the qualitative nature of the material, product or service to be procured, and when necessary, shall set forth those minimum essential characteristics and standards to which it must conform if it is to satisfy its intended use.

Detailed product specifications should be avoided if at all possible. When it is impractical or uneconomical to make a clear and accurate description of the technical requirements, a brand name or equal description may be used as a means to define the performance or other salient requirements of procurement. The specific features of the named brand which must be met by offerors shall be clearly stated; and
(2) All requirements which the offerors must fulfill and all other factors to be used in evaluating bids or proposals.
(v) Prequalification Lists. The City shall ensure that all prequalified lists, if used, of persons, firms or products which are used in acquiring goods and services are current and include enough qualified sources to ensure maximum open and free competition. The City shall not preclude potential bidders from qualifying during the solicitation period.
(f) Procurement Procedures
The thresholds below are federal thresholds. If City thresholds are lower, the more restrictive requirement shall govern, notwithstanding the provisions herein. (i) Micro-Purchases. Purchases within the micro-purchase threshold (e.g., currently set at purchases of $10,000 or less but periodically adjusted for inflation) may be awarded without soliciting competitive quotations if the City considers the price to be reasonable. To the extent practicable, the City must distribute micropurchases equitably among qualified suppliers. (ii) Small Purchases. Purchases within the simplified acquisition threshold (e.g., currently set at purchases of $40,000 or less) shall not be required to be formally bid. Price quotations must be received from no less than three (3) sources. (iii) Formal, Sealed Bidding.
(1) Bids are publicly solicited and a firm-fixed-price contract (lump sum or unit price) is awarded to the responsible bidder whose bid, conforming to all the material terms and conditions of the invitation for bids, is the lowest in price. Formal, sealed bidding is required for purchases greater than the simplified acquisition threshold, which is currently set at $40,000, or as may be adjusted by the Federal Acquisition Regulation, pursuant to 48 CFR § 2.101.

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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 31 of 99 (2) This is the preferred method for procuring construction, if a complete, adequate, and realistic specification or purchase description is available; two or more responsible bidders are willing and able to compete effectively and for the business; and the procurement lends itself to a firm-fixed-price contract and the selection of the successful bidder can be made principally on the basis of price.
(3) The City must publicly advertise the Invitation for Bids and publicly open all bids at the time and place prescribed in the invitation. (4) Any contracts awarded pursuant to this procedure shall be to the lowest responsible bidder submitting a responsive bid and shall be for a firm fixed price. Any or all bids may be rejected if there is a sound documented reason.
(iv) Competitive Proposals.
(1) When the nature of a procurement does not lend itself to formal, sealed bidding, the City may solicit competitive proposals. The technique of competitive proposals is normally conducted with more than one source submitting an offer, and either a fixed-price or cost-reimbursement type contract is awarded.
(2) A request for proposals (RFP) must be publicly advertised, and the City must solicit proposals from an adequate number of sources. The RFP must identify all evaluation factors and their relative importance; however, the numerical or percentage ratings or weights need not be disclosed.
(3) Evaluation factors that will be considered in evaluating proposals shall be tailored to each procurement and shall include only those factors that will have an impact on the selection decision.
a. The City’s procurement officer shall establish a formal evaluation committee, of at least two persons. The size of an evaluation committee should be based on the size and complexity of the goods or services being procured and well balanced and
represented by individuals involved with the procurement and/or affected by the goods or services being procured. b. The evaluation committee will be charged with responsibility for evaluating proposals in accordance with the evaluation criteria in the solicitation, short listing firms, establishing a competitive range, and/or recommending a firm or firms for contract award. (4) Any contract awarded based on the competitive proposal procurement process cannot be based exclusively on price or price-related factors.

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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 32 of 99 (5) If a contract is awarded, it shall be to the responsible firm whose proposal is most advantageous to the City (“best value”), with price and other factors considered.
(v) Competitive Proposals for A&E Services. The competitive proposal procedures above may be used for procurement of architect and engineering (A&E) services, provided that proposers must be evaluated based on competence and qualifications, without regard to price. For A&E procurements, price will not be used as a selection factor. The City will rank proposers based on qualifications only, and attempt to negotiate fair and reasonable compensation with the highest ranked proposer. If negotiations with the highest ranked proposer are unsuccessful, such negotiations will be terminated and the City will commence negotiations with the next highest ranked proposer. This process shall be continued with successive qualified proposers until agreement is reached that is determined to be fair and reasonable.
(vi) Noncompetitive Procurements.
(1) Contracts may be procured through a noncompetitive proposal only when:
a. The item is only available from a single source;
b. The public exigency or emergency for the requirement will not permit a delay resulting from competitive solicitation; c. The Federal awarding agency or pass-through entity expressly authorizes noncompetitive proposals in response to a written request from the City; or
d. Competition is deemed inadequate after the solicitation of a number of sources.
(vii) Public Projects. Public projects shall be procured by the City’s formal contract bid procedures, if any, and the formal, sealed bidding in this section. If there is conflict between the foregoing, the more restrictive requirements shall apply. (viii) Award.
(1) Responsible Contractor. The City shall award contracts only to responsible contractors possessing the ability to perform successfully under the terms and conditions of a proposed procurement.

Consideration will be given to such matters as contractor integrity, compliance with public policy, record of past performance, and financial and technical resources.
(2) Debarment and Suspension. In accordance with 2 CFR 200.213, in connection with the responsibility determination, a check of debarment and suspension using the System for Award Management (SAM), Packet Page. 1518
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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 33 of 99 www.sam.gov, must be performed and documented in the procurement records prior to award.
(g) Contracting with Small and Minority Firms, Women’s Business Enterprises, and Labor Area Surplus Firms
(i) The City must take all necessary affirmative steps to ensure the use of minority businesses, women’s business enterprises, and labor surplus area firms when possible, as set forth at 2 CFR § 200.321 and detailed below. The City shall:
(1) Place qualified small and minority businesses and women's business enterprises on solicitation lists;
(2) Assure that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (3) Divide total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises;
(4) Establish delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises;
(5) Use the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and
(6) Require the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs (1) through (5) of this section. (ii) The City shall document the steps above, and any relevant findings applicable to any of the steps above in its procurement file.
(h) Cost and Price
(i) Cost or Price Analysis. The City shall perform a cost or price analysis in connection with every procurement action, including contract modifications, in excess of the simplified acquisition threshold. While the method and degree of analysis depend on the facts surrounding the particular procurement situation, the City must, at a minimum, make independent estimates before receiving bids or proposals.
(ii) Profit. The City shall negotiate profit as a separate element of the price for each contract in which there is no price competition and in all cases where a cost analysis is performed as required by 2 CFR § 200.323(b).

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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 34 of 99 (iii) Estimated Costs. Costs or prices based on estimated costs for contracts are allowable only to the extent that costs incurred or cost estimates included in negotiated prices would be allowable for the City under 2 CFR 200.400 et seq. (i) Payment Procedures
(i) Method of Contracting. Contracts entered into pursuant to these procedures shall utilize only fixed-price, cost-reimbursement, or, to a limited extent, time and materials payment methods.
(ii) Prohibited Methods of Contracting. The City shall not use the cost plus a percentage of cost or percentage of construction cost methods of contracting for any work for which federal reimbursement will be sought. (iii) Time and Materials (“T&M”) Contracts
(1) T&M contracts should be used rarely, and the use of T&M contracts should be limited to a reasonable time period (e.g., no more than 70 hours) based on circumstances during which the City cannot define a clear scope of work.
(2) The City shall only enter into a time and materials contract if all of the following apply:
a. The City has determined and documented in the project file that no other contract is suitable;
b. The contract has a guaranteed maximum price that the contractor exceeds at its own risk; and
c. The City provides a high degree of oversight to obtain reasonable assurance that the contractor is using efficient methods and effective cost controls.
(3) The City must define the scope of work as soon as possible to enable procurement of a more acceptable type of contract (i.e., non-T&M). (iv) Separate Invoicing. All purchases made during a proclaimed emergency shall require separate invoicing from routine (i.e., non-emergency related) purchases.

All invoices shall state the goods, services, or equipment provided and shall specify where the goods or services were delivered. All invoices shall specify the location(s) where the goods or services were used, if possible. Any invoice which fails to properly identify the emergency nature of the purchase and provide details as to the date(s) and location(s), as appropriate, shall not be paid until such errors are corrected by the vendor and re-submitted in correct form. (v) Auditing of Invoices for Debris Removal. All invoices for debris clearance and removal shall be audited prior to payment to the contractor. Contractors shall be notified of this requirement prior to the award of any contract for debris Packet Page. 1520
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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 35 of 99 clearance and/or removal. Audits shall be in accordance with procedures for debris removal monitoring specified in FEMA’s Publication 325, Debris Management Guide.
(j) Bonding Requirements
(i) Bonding. For construction or facility improvement contracts or subcontracts exceeding the simplified acquisition threshold (See 2 CFR 200.88), the City shall require at a minimum:
(1) A bid guarantee from each bidder equivalent to five percent of the bid price.
(2) A performance bond on the part of the contractor for 100 percent of the contract price.
(3) A payment bond on the part of the contractor for 100 percent of the contract price.
(k) Procurement of Recovered Materials
(i) For procurements covered under these procedures, the City and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. In accordance with these requirements, the City shall only procure items designated in the guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
(ii) This requirement applies to purchases of items when the purchase price of the item exceeds $10,000, or the value of the quantity acquired during the preceding fiscal year exceeded $10,000.
(l) Contract Provisions. The City’s contracts shall contain the applicable provisions described in Appendix II to Part 200 – Contract Provisions for Non-Federal Entity Contracts Under Federal Awards.

VIII. CONTRACTING
(a) Standard Contract Templates. The City utilizes written contracts to document each party's obligation and to minimize the City's risks during the performance of services or supply of goods. Contracts include standard terms and conditions that serve as the framework and a statement of work that serves as the substance, of the contract.

During the course of the relationship between the parties, the contract serves as a point of reference which may quickly resolve any misunderstanding.

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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 36 of 99 (i) The contract templates include forms for: professional and consulting services, maintenance services, software licensing, and the purchase of goods. The type of contract used for a particular procurement is determined by the nature of the transaction. The City has a set of contract templates that can be found on the City’s Intranet.
(ii) The Purchasing Division can aid departments in determining which type of contract is needed. Exhibit B provides a brief explanation when certain contract templates should be used.
(iii) Questions regarding contract terms should be directed to the City Attorney’s Office. Under no circumstances should contract terms and conditions be adjusted, changed, or deleted by anyone other than a representative of the City Attorney’s Office.
(b) Non-Standard Contracts. In some cases, vendor services or products are specialized, and a department may wish to use the vendor contract. However, doing so requires specialized legal review. It is important to note that this can add anywhere from two (2) to four (4) weeks to the contracting process. This additional time must be allowed for to ensure that the City’s interests are protected.
(c) Contracts NOT Required. Neither a contract, nor a purchase order is required for the following: payroll-related expenses such as insurance or retirement payments as approved by City Council through the budget, other insurance premiums, petty cash, travel advances or reimbursements, utility payments, membership dues, subscriptions, debt service, various “pass-through” payments, or other mandated expenditures. Claim forms should be used to pay these items.

IX. SURPLUS SUPPLIES AND EQUIPMENT
(a) Submitting Reports. The applicable Department Head or their designee(s) will notify the Purchasing Division in writing of surplus supplies and/or equipment and request disposal. This notification shall list each item, acquisition date or estimated age, acquisition price (if known), condition, and any known defect not readily apparent through visual inspection.
(b) Review. The Purchasing Division shall review the surplus items and determine if any other City department has a use for the property.
(c) Disposing of Surplus. If the Purchasing Division determines that the surplus items are not functionally or economically suitable for further City use, they shall dispose of the items by using a public auction, sealed bids or through negotiated sale for items valued at more than $10,000. For recyclable items equal to or less than $10,000, Purchasing may dispose of those items through a scrap metal or a recycling vendor if the cost to do so does not outweigh the value received in return.
(d) Donation. Surplus items valued less than $10,000, for which the City no longer has an identified use, may be donated to 501(c)3 organizations operating within the city limits of the City of San Bernardino.
(e) Prohibitions. City employees and/or elected official of the City and their immediate Packet Page. 1522
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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 37 of 99 families shall not be eligible to purchase such surplus materials, supplies, and equipment.

X. ETHICAL STANDARDS AND FAIR PROCESSES
(a) Ethical Standards for Purchasing. When placing City business with the business community, it is every employee’s responsibility to follow good business and ethical practices and to adhere to the City’s applicable law, policies, and procedures. This is a responsibility that should not be taken lightly as it is a duty under the law. All vendors shall be treated equally and fairly at all times by City personnel, with equal information given to each vendor who participates in a competitive situation. City employees must discharge their duties under this Policy in an impartial manner to foster the integrity of the City’s purchasing function and to assure fair and open competition for City business and the selection of competent, responsible vendors.
(b) Conflicts of Interest.
(i) No employee, officer, or agent of the City may participate in the selection, award, or administration of a contract pursuant to this Policy he or she has a real or apparent conflict of interest. A conflict of interest would arise when the City employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a material benefit from a vendor considered for a contract. The officers, employees, and agents of the City may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts, subject to any applicable standards for determining whether a financial interest is not substantial, or a gift is an unsolicited item of nominal value. (ii) California Government Code § 1090 prohibits City officers and employees from having a financial interest in any contract "made" by them or by any board or body of which they are members. Virtually all City Council members, officers, employees, and consultants of a public entity are considered public officials under Government Code §1090. In a case where a consultant is developing a scope of work for a future project, creation of that scope of work is considered part of the “making” of the contract and defined by Section 1090. As such the consultant would be prohibited from submitting a proposal and/or being awarded a contract for the work.
(c) Communications Related to Solicitations.
(i) Bidders, proposers, and other potential vendors shall not contact City officials outside of the solicitation process and shall not make any efforts to unduly influence City decision-making or otherwise gain an unfair advantage outside of the solicitation process. Improper contacts or attempts to influence the selection process shall be grounds for automatic rejection. (ii) To the maximum extent feasible, City representatives shall provide each vendor with the same information related to the solicitation. For formal bids, RFP’s and Packet Page. 1523
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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 38 of 99 RFQ’s, such information shall be provided in the form of an addendum to the solicitation.
(d) Confidentiality and Transparency.
(i) Negotiations related to any solicitation shall be maintained with strict confidentiality. No City official or employee with knowledge of the City’s bargaining position, or of the non-public position of other bidders or proposers, shall disclose such information for purposes of aiding a particular vendor, giving an advantage to a particular vendor over other bidders or proposers, or otherwise corrupting or frustrating the City’s procurement efforts. This Section does not prevent the City’s designated representative from engaging in negotiating tactics to obtain the best value to the City. (ii) All bids, proposals, quotes, and any related documents, including communications such as e-mails related to solicitations, are public records and shall be made available to the public upon request. However, public records may be withheld from disclosure while negotiations are pending, in accordance with applicable law.
(iii) To the extent a solicitation involves proprietary information or trade secrets, vendors should mark the proprietary information as confidential. Information that is not proprietary or a trade secret shall not be marked confidential. Unless a law specifically and expressly allows price information to be confidential, all price proposals and other financial terms shall be public. (iv) City Council decisions on all contract awards shall strictly comply with the Ralph M. Brown Act (Government Code sections 54950, et seq.). City Council members and staff should not engage in any series of communications that result in a majority of the City Council deliberating on a proposed contract award outside of a properly noticed City Council meeting.
(e) Disclosures. (i) Solicitations should require that bidders, proposers and other potential vendors disclose: (1) any ex parte contacts made by the vendors or made by City officials to the vendors outside of the official procurement process, (2) any gifts, loans or other benefits (other than campaign contributions) made to City officials within the 12 months preceding the solicitations, (3) whether the vendor has knowledge that a City official will be financially interested in the contract.

Vendors shall promptly notify the City if any City official requests any payment, contribution or any other quid pro quo in exchange for award of a contract. (ii) Vendors may be required by the Political Reform Act, and/or the Fair Political Practices Commission to disclose financial interests on the Form 700. Such vendors shall comply with all disclosure requirements.
(f) Discipline/Censure. Violations of the ethical and fair process requirements contained in this Section may be grounds for discipline (if by an employee) or censure (if by an elected official). Criminal violations, such as willful violations of Government Code section 1090, may be reported to the San Bernardino County District Attorney.

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EXHIBIT A

EXPENDITURE AND AUTHORIZATION THRESHOLDS REFERENCE
Purchasing Requirements by Expenditure Threshold
Purchases up to $10,000 (Micro-Purchases):

Purchases up to $10,000 may be purchased using a Procurement Card (“P Card”) or through a check request.

No formal bids or quotes are required.

Purchases of $10,001 and over shall not be divided into multiple smaller purchases or invoices to circumvent required procedures. This is “split purchasing” and is unlawful and a violation of the Policy and the San Bernardino Municipal Code. (M.C. § 3.04.090).

Purchases Between $10,001 and $40,000 (Small Purchases):

Purchases in this category are processed informally through the simplified process outlined in Section III of this Policy and may be processed directly by the department making the purchase.

Competitive Bidding may be used for purchases under $40,000 at the discretion of the Agency or Department Director.

Purchases Above $40,000:

Purchases in this category are subject to competitive bidding or competitive selection outlined in Section IV of this Policy, depending on the type of purchase (formal procurement procedures).

Purchasing Authority
Purchases up to $50,000:

Purchases in this category may be authorized and signed by Agency/Department Directors and/or the City Manager and/or their designee.

Purchases between $50,001 and $100,000:

Purchases in this category may only be authorized by the City Manager or their designee.

Purchases over $100,000:

Purchases in this category may only be authorized by the Mayor and City Council.

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EXHIBIT B

CONTRACTING GUIDE
Under this Policy, certain contract types are likely to arise for the purchase of goods and services. Here is a brief description of an appropriate situation to use each template.

Goods Purchase Agreement – To be used when the City desires to purchase goods totaling above $5,000.

Maintenance Services Agreement - To be used for routine maintenance/repair work of a non-professional nature, such as: landscape, traffic signals, electrical, street sweeping, HVAC, and plumbing.

Nuisance Abatement Services Agreement – To be used when the City desires to engage a third party to take action to remove a public nuisance.

On-Call Professional Services Agreement - To be used when the City desires to engage a professional to engage in certain services on an as-needed basis.

Professional Services Agreement – To be used for professional consultant work, such as non–design engineering, economic, accounting, legal, financial, and administrative work.

Professional Services Agreement (Federal) – To be used for professional consultant work that also involves the use of Federal funds.

Professional Software Services Agreement – To be used for the purchase of software services.

Request for Proposals – To be used when the City desires to solicit services or purchase goods which either require bidding or for which bidding is appropriate. Please note that requests for proposals that relate to state or federal funded projects may require additional terms in accordance with grant agreements.

Request for Qualification (RFQual) – To be used when the City desires to solicits firms to submit information about their qualification and capabilities to perform the type of work associated with a proposed project. An RFQual may be used as a pre-qualification step to engaging a service provider. If an Packet Page. 1526
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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 41 of 99 RFQual is required, only those candidates who successfully respond to it and meet the qualification criteria will be included in the subsequent procurement process. An RFQual will contain specific reference to selection criteria.

Request for Quote (RFQ) – To be used when the City desires to solicit firms to submit pricing for products or services where the requirements are standardized or produced in repetitive quantities.

Short Form Services Agreement – To be used for low risk or uncomplicated services that do not require formal bidding. Should not be used for public works projects.

Vendor Services Agreement – To be used when the City desires to solicit services other than Professional, Design, or Construction Services.

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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 42 of 99 City of San Bernardino Procurement Card (P-Card) Policy (Approved Resolution 2021-213)
Purpose:

To establish a methodology for and to define the appropriate use of the City of San Bernardino’s Procurement Cards provided to authorized personnel to purchase non-restricted goods and/or services for official use by the City of San Bernardino Scope:

This Policy is applicable to all employees and elected officials who are issued a Procurement Card.

Exemption from Scope
This policy shall not apply to employees or elected officials to whom P-Cards are not issued and does not apply to the use of an employee or elected official’s personal credit card(s). The use of personal funds to make purchases on behalf of the City is covered under the City of San Bernardino Expense Reimbursement Policy.

Policy:

3.1 Abbreviations

3.1.1 P-Card: A Procurement Card.

3.1.2 City: City of San Bernardino.

3.1.3 Bank: Financial Institution that manages the City’s P-Card Program.

3.1.4 GL: General Ledger, the official record of all financial transactions made by and on behalf of the City.

3.1.5 MCC: Merchant Category Code

3.2 Definitions

3.2.1 P-Card: A credit card to be utilized in the procurement of authorized nonrestricted goods and/or services for official use by the City.

3.2.2 Vendor: A Company from which the City is purchasing goods and/or services under the provision of this policy.

3.2.3 Merchant Category Code (MCC): Codes by which individual P-Cards can be restricted in their purchasing authority to merchants (vendors) in specific categories.

3.2.4 Cardholder: City personnel who has been issued a P-Card and who is authorized to make purchases in accordance with this policy and in accordance with the City’s Procurement, Purchasing and Contracting Policy.

3.2.5 Reconciler: Departmental Coordinator who collects receipts for P-Card purchases from the Cardholder, codes transactions to the appropriate GL account(s), and releases transactions for approval.

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3.2.6 Approver: Cardholder’s manager or designee who reviews and approves Cardholder’s transactions.

3.2.7 Transaction: A single purchase made with a P-Card

3.2.8 Purchase Limits: Dollar limits assigned to each P-Card consisting of a Single Transaction Limit, a Daily Purchase Limit, and a Monthly Credit Limit.

3.2.9 P-Card Administrator: An individual authorized by the City to manage the P-Card program to include communicating with the Bank, adding and deleting P-Cards, and changing permanent and temporary purchase limits.

4.0 Responsibilities

4.1 The Finance Department, under the direction of the Finance Director, shall be responsible for the implementation and enforcement of this policy.

4.2 All City personnel and elected officials issued a P-Card shall be responsible for the card and its use in accordance with this policy.

1.0 Overview of P-Card Program

1.1 The goal if this program is to provide a more rapid turnaround of requisitions for low dollar goods (less than $5,000) with no credit card fees and to reduce paperwork and handling costs while maintaining good internal control of the disbursement of City funds.

1.2 City personnel and elected officials who have been issued P-Cards may initiate transactions in-person, by telephone, or over the internet within the limits of this policy and in accordance with the City’s Procurement, Purchasing and Contracting Policy.

1.3 The Finance Department with make settlements for P-Card purchases with the Bank.

1.4 Department Directors may request that City personnel be issued a P-Card if it is deemed necessary for their role. The request should recommend purchase limits as well as the default GL account code to which transactions will be charged. Requests should be forwarded to the P-Card Administrator for Finance Department approval.

1.5 Depending on the employee or official receiving the P-Card, the P-Card may be restricted to specific Merchant Category Codes.

1.6 Non-City personnel, temporary/seasonal employees, and interns are not eligible for a P-Card.

1.7 Upon review and approval by the Finance Department, the P-Card Administrator will notify the Bank to issue the P-Card.

1.8 All approved Cardholders must attend a training class on Policy and proper use of the P-Card prior to receiving their card.

1.8.1 The approved Cardholder will be issued a copy of this P-Card Program Policy and the P-Card Procedures Manual and be required to sign an agreement to indicate that the Cardholder understands these policies and procedures.

1.8.2 The Finance Department shall maintain records of all Procurement Card Request Forms.

1.9 Changes to P-Card Information
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1.9.1 Once a P-Card is issued, it is the Cardholder’s responsibility to notify the PCard Administrator of any change in the Cardholder’s information.

1.9.2 It is the department’s responsibility to notify the P-Card Administrator of any changes to a Cardholder’s assigned Reconciler or Approver.

1.9.3 Purchase Limits may be temporarily changed for a limited amount and duration with the approval of the Department Director and Finance Director or their designee. Permanent changes may only be approved after review by the Finance Director.

1.10 Cardholder Termination/Transfer

1.10.1 If a Cardholder is no longer employed by the City or if a Department Director decides a Cardholder no longer needs a P-Card, it is the department’s responsibility to collect the Cardholder’s P-Card and complete the appropriate documentation. The P-Card will be immediately cut in half, and both the destroyed P-Card and documentation will be forwarded to the P-Card Administrator, who will notify the Bank to delete the P-Card.

1.10.2 Prior to transferring to another department of the City, the Cardholder is to return their P-Card to the issuing department. The P-Card will be cut in half and the appropriate documentation completed by the department. Both the destroyed P-Card and documentation will be forwarded to the P-Card Administrator, who will notify the Bank to delete the P-Card. The Cardholder’s new department may request a new P-Card be issued if necessary for the employee’s role.

1.11 Authorized P-Card Use

1.11.1 Each P-Card issued will be embossed with the Cardholder’s name and should ONLY be used by the Cardholder. NO OTHER PERSON IS AUTHORIZED to use the card. The Cardholder may make transactions on behalf of others in their department/division. However, the Cardholder is responsible for ALL purchases charged to their card.

1.11.2 The total value of a transaction will not exceed a Cardholder’s single purchase limit. Payment for a purchase SHALL NOT be split into multiple transaction to stay within the single purchase limit. Limits may be permanently or temporarily changed with proper approval. (See 5.9.3)

1.11.3 The Cardholder must obtain ITEMIZED vendor receipts, documentation of telephone orders, and/or copies of mail orders.

1.12 Prohibited P-Card Use

1.12.1 The P-Card MAY NOT BE USED for the following:
a. Personal purchases or for personal identification.
b. A single purchase that exceeds the Cardholder’s single purchase limit. c. Automotive Fuel unless authorized (see the City’s Travel Policy). d. Meals with limited exceptions (See Section 7.0)
e. Gift Cards.
f. Cash Advances.
g. Any City Fines or Fees.
h. Alcoholic Beverages.

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Catering, unless the food is being dropped off for an approved City event. j. Payments under a City contract; these payments must be made through the regular Accounts Payable process, or the contract and Purchase Order will not be properly charged.

1.12.2 Accidental Use of P-Card. Any cardholder who accidentally charges a personal item to a City P-Card instead of their personal credit card must immediately notify their supervisor and the P-Card administrator. They must submit the receipt and repayment to the City via the Purchasing Division within ten (10) business days. A second accidental charge will result in a review by the Department Director and the Finance Director. Following review, the Finance Director may take action up to and including suspension or revocation of the Cardholder’s City P-Card privileges.

1.12.3 Unauthorized Purchases and Careless Use. Cardholders who make unauthorized purchases or carelessly use their P-Card will be liable to the City for the total dollar amount of such purchases. Misuse of a City P-Card will result in the Cardholder’s City P-Card privileges being revoked and may be subject to disciplinary action up to and including dismissal.

1.12.4 Intentional Misuse. The intentional use of a City P-Card to acquire or purchase goods and/or services for other than official use of the City is fraudulent. An employee guilty of fraudulent use of a City P-Card may be dismissed and may be subject to legal action.

1.13 Card Security

1.13.1 It is the Cardholder’s responsibility to safeguard their P-Card to the same degree that the Cardholder safeguards their personal credit information.

1.13.2 The Cardholder must not allow anyone to use their card. A violation of this trust will result in the Cardholder’s P-Card privileges being revoked as well as potential disciplinary action.

1.14 Lost or Stolen Cards and Fraud

1.14.1 Cardholders MUST immediately report a lost or stolen P-Card directly to the Bank and the P-Card Administrator. The Bank will inactivate the existing card and issue a new card that will be mailed to the P-Card Administrator.

1.14.2 If the original card is later found or recovered by the Cardholder after being reported lost or stolen, the card will be cut in half and given to the P-Card Administrator.

1.14.3 If a cardholder suspects fraud and has not already been contacted by the bank via telephone or email, the cardholder and/or reconciler MUST immediately contact the bank by calling the 1-800 number on the back of the cardholder’s card to report the suspected fraud. The cardholder and/or reconciler must then inform the P-Card Administrator of the fraud and what actions were executed by the bank to safeguard the card.

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1.15 Recordkeeping/Reconciliation

1.15.1 Itemized Receipts. It is the Cardholder’s responsibility to obtain an ITEMIZED receipt whenever a P-Card purchase is made – either in-person by telephone, or over the internet and check the receipt for accuracy. A summary receipt is not acceptable.

1.15.2 Sales Tax. If sales tax has not been charged on taxable tangible goods, the Cardholder should notify the Finance Department and make a note on the receipt so that the Finance Department can pay the appropriate tax.

1.15.3 Providing Receipts to Reconciler. If a Reconciler is used to reconcile a Cardholder’s transaction, the Cardholder will provide receipts for transactions to the Reconciler on a timely on-going basis, not to exceed five (5) business days after the charge is made, or after the Cardholder returns from travel on City Business in order to give the Reconciler time to reconcile receipts and meet required deadlines.

1.15.4 No Itemized Receipt. If the Cardholder does not have an ITEMIZED receipt for a transaction, he/she will provide a memo stating that they were unable to obtain or that they lost the original itemized receipt. The memo shall include details of the transaction including the vendor’s name, date of purchase, description of the item(s) purchased, and the purpose of the purchase. The Cardholder must also include the reason for the missing receipt. The Cardholder must obtain the Department Director’s signature on the memo and submit the signed memo in lieu of the actual receipt to their reconciler or attach to the transaction in the financial system. Also, the words “No Itemized Receipt” need to be a part of the transaction’s charge description.

1.15.5 Missing Receipt. If a Cardholder does not provide an itemized receipt OR a missing receipt memo for a transaction, the Cardholder may be financially responsible for the purchase amount of the transaction.

1.15.6 General Ledger Import and Reconciliation. P-Card transaction will be imported into the GL each month. It is the Cardholder and/or Reconciler’s responsibility to review these transactions on a timely basis, code the purchase to the appropriate GL account, make any necessary adjustment, and scan and attach the supporting receipts and documentation into the banking system for backup. The transaction will then be released for approval. If no adjustment is made, the entire transaction will be charged to be default GL code established upon issue of the card (see Section 5.4). All transactions must be reviewed, reconciled and released for approval within the first five (5) calendar days of the month (see Section 5.16.3).

1.15.7 Approval. Once a monthly statement has been released for approval by the Cardholder or Reconciler, it will be approved by the Approver. By approving the statement, the Approver is attesting to the appropriate purchase of the goods and/or services for official use by the City. If the transaction is not in compliance with the P-Card Policy, the matter will be brought to the Packet Page. 1532
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1.15.8 Returns. If a Cardholder returns an item, it is their responsibility to ensure that a credit is issued back to their P-Card. If a Reconciler reconciles the Cardholder’s transaction, the Reconciler should be made aware of the credit and follow up if the credit is not received.

1.15.9 Unauthorized Charges. If a Cardholder does not recognize a transaction, they must first contact the vendor to find out what was purchased and attempt to resolve the charge with the vendor before disputing it with the bank. If the transaction needs to be disputed after contacting the vendor, it is the Cardholder’s and/or Reconciler’s responsibility to complete appropriate documentation and submit to the P-Card Administrator. It is also the Cardholder’s and/or Reconciler’s responsibility to track the progress of the dispute until it is resolved. The P-Card Administrator will keep the Cardholder or Reconciler, if applicable, informed of any information received from the bank regarding the dispute.

5.16 Deadlines

5.16.1 P-Card transactions will post to the Bank 1-3 business days following the transaction.

5.16.2 It is the Cardholder and/or Reconciler’s responsibility to review and reconcile the P-Card transaction on a timely on-going basis.

5.16.3 Receipts should be reconciled no less frequently than every two weeks.

Finance staff will send reminder emails to Cardholders and Reconcilers with outstanding transactions.

5.16.4 Monthly Statements are to be reviewed, reconciled, and released for approval within the first five (5) calendar days of the following month.

5.16.5 Once released, P-Card transaction must be approved by the Approver within the first seven (7) calendar days of the Cardholder review.

5.16.6 All P-Card transactions for the previous month must be approved and posted by Finance before the 15th of the following month.

6.0 Compliance

6.1 Finance staff will conduct audits of P-Card transactions both randomly and selectively to ensure purchases are made in accordance with the Policy.

6.2 Failure to comply with this Policy may result in the Cardholder’s P-Card privileges being revoked and/or disciplinary action up to and including dismissal.

7.0 Meal Exceptions

7.1 Business Purpose Meals. Business purpose meals are meals purchased by a City employee or elected official for official city business.

7.1.1 Documentation. Documentation is required for a business purpose meal:
a. An ITEMIZED receipt.
b. A description of the business purpose of the meal. The description should be thorough enough to pass audit scrutiny. For example: “Development Packet Page. 1533
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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 48 of 99 meeting to discuss vacant properties” is acceptable. “Business Meeting,” “Development Meeting,” or other descriptions that do not provide the actual purpose of the meeting are not acceptable.
c. A list of all attendees of the meeting, first and last name. The list should either be written on the receipt (legibly) or attached.

7.2 Meals with Traveling. Meals while traveling on City business are paid based on perdiem rates as indicated in the City’s Travel Policy. Meals while traveling charged to a PCard in excess of the per diem amount must be reimbursed to the City within ten (10) business days of the completed reconciliation.

7.3 Tipping. Tips added to meals on a P-Card should not be more than 20% Any amount more than 20% must be reimbursed to the City by the Cardholder within ten (10) business days of the charge posting to the City’s financial system.

7.4 Prohibited Meals.

7.4.1 Meals for Personal Consumption. It is expressly prohibited for employees or elected officials to purchase any meal: breakfast, lunch, dinner, or any other food for personal consumption on their City P-Card unless they are traveling overnight on City Business.

The IRS deems meals that are paid for by an employer while not “traveling away from home” to taxable wages. IRS Publication 5137 (Rev. 2-2020)

8.0 Exceptions
These general policies are not expected to address every issue, exception, or contingency that may arise in the use of the City P-Card. Accordingly, the basic standard that should always prevail in dealing with exceptions is the exercise of good judgement in the use and stewardship of the City’s resources. Unless otherwise specified herein, exceptions for employees will require the approval of the City Manager, the Assistant City Manager, or the Finance Director; exceptions for elected officials will require approval of City Council at a regular meeting of the Mayor and City Council.

Responsibilities:

The Department Director shall be responsible for determining which staff members can be issued a P-Card. The business need for obtaining a card should be carefully considered to limit the number of cards issued.

Card limits should be as low as possible while still accomplishing business needs. Pursuant to the Cardholder Agreement, each individual cardholder is ultimately responsible for their purchases.

The following is a chart showing the City's standard card dollar limits for a single transaction and monthly dollar limits; however, consideration may be given for other card limits if required for special circumstances:

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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 49 of 99 Standard Card Limits
Single Purchase
Transaction Monthly Dollar Limit
$500 $2,500
$1,000 $5,000
$1,500 $5,000
$2,500 $10,000
Card Limits for emergency and disaster purchasing by the Finance Department and/or Emergency Management Operations personnel will be determined on an individual basis, based on FEMA best practices and guidelines.

To avoid confusing a P-Card with personal credit cards, each Cardholder will be provided a PCard embossed with both the Cardholder's name and the "City of San Bernardino," along with the City's logo.

ANY USE OF THE P-CARD IS RESTRICTED TO THE CARDHOLDER. THE USE OF THE P-CARD FOR

ANY PURPOSE OTHER THAN OFFICIAL CITY BUSINESS EXPENSES IS PROHIBITED AND IS GROUNDS FOR DISCIPLINE UP TO AND INCLUDING TERMINATION. IN ADDITION TO

DISCIPLINE, AND POTENTIAL CRIMINAL CHARGES, THE CARDHOLDER MUST REIMBURSE THE CITY FOR UNAUTHORIZED CHARGES. THIS CARD MAY NOT BE USED FOR PERSONAL PURCHASES - NO EXCEPTIONS.

The Cardholder must attend training and carefully review the training documents provided with the P-Card. Cardholders must sign and abide by the City of San Bernardino Cardholder Agreement and comply with the guidelines of this Policy.

Each P-Card will be assigned specific categories of purchases, as well as single transaction and monthly dollar limits. Each Department's overall P-Card exposure will also be verified against its annual approved Operating Budget.

P-Card Procedures:

To apply for a P-Card, departments must complete the following forms:

1. Cardholder Agreement

2. Cardholder Account Set-up

3. Approving Official Account Set-up form
a. If the P-Card Agreement is a new approving official, which indicates the maximum dollar amount for each single transaction and a total monthly dollar amount.

All P-Card forms are available on InsideSB, the employee intranet site under the section "Forms and Publications" of the Finance Department. The PSM will review the Cardholder application documents and will approve or reject, the applicant based on Policy guidelines.

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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 50 of 99 To request an increase or modification to the P-Card limits, the Department Director must first approve the City's Purchase Card Modification/Increase form.

The Policy is a supplement to the procurement process. As with other procurement methods, the following conditions must be met when using the P-Card:

The P-Card should be used whenever possible in-lieu of petty cash, emergency purchase orders, or purchase requisitions when the item or group of items is under the transaction limit. Items should always be purchased at the lowest cost that meets the Departments basic needs.

Normal purchasing procedures must be followed if a purchase will exceed a limit established.

Each transaction may be comprised of multiple items, but the total, including tax and shipping, cannot exceed the single transaction dollar limit on the P-Card; nor exceed the monthly dollar limit. If either of these limits is exceeded, the transaction will be declined by the card issuing bank.

All charges must be supported by receipts or some written documentation. A Purchasing Card Receipt Detail form must be used to document all Meals, Travel, Meetings, and Event transactions made using a P-Card. All of the following information must be provided before Finance will approve a business expense.

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CITY OF SAN BERNARDINO ALLOWABLE PURCHASES
Please use the following list as a guideline for allowable P-Card purchases.

PURCHASE TYPE DESCRIPTION CATEGORY

ASSOCIATION DUES,

PROFESSIONAL OR

INDUSTRY

MEMBERSHIPS
Dues may be charged if related to City business and with approval from Supervisor/Manager or Director.

ALLOWABLE
CITY BUSINESS MEALS Purchase of food for business requirements.

Receipts including the names and affiliations for all members of the party whose meals are paid for using the purchasing card, and then state the business purpose for the expense. You must include an itemized receipt showing food and beverage items purchased, rather than the receipt showing only the total.

The use of the P-Card for catering services is generally prohibited, as it is considered a service, unless the food is only dropped off.

ALLOWABLE
CITY BUSINESS TRAVEL City travel related purchases including airline tickets, hotel accommodations, car rentals, business meals, etc. Employee shall use their own credit card for any personal expenses, such as personal phone calls, video rentals, upgrades, etc.

ALLOWABLE

COMPUTER AND

TELEPHONE

ACCESSORIES
Information technology and telephone consumable items for City Business: flash drives, toner cartridges, diskettes, zip disks, COs, DVDs, tape cartridges, mouse, keyboards, USB peripherals, telephone headsets and paper DO NOT require Information Technology Department (IT) preapproval.

ALLOWABLE

CITY SPONSORED
EVENTS
Items necessary to conduct a City sponsored event. ALLOWABLE GENERAL SUPPLIES Items for City business not prohibited or in conflict with negotiated discounts such as Staples. Use Staples card or on-line ordering system.

ALLOWABLE

ON-LINE AUCTION

PURCHASES
On-line auction purchases for City business needs for items not on a City prohibited list may be purchased with approval from
Supervisor/Manager or Director.

ALLOWABLE

PROFESSIONAL

DEVELOPMENT
Allowable with approval from Supervisor/Manager or Director. ALLOWABLE

SEMINARS, CONFERENCES

WEBINARS, TRAINING
Seminars, training, books, etc., that have been preapproved by the Director or City Manager and budgeted for by the Department.

ALLOWABLE

SUPPLIES FOR CITY

MAINTENANCE AND

REPAIRS
Maintenance and repair supplies, including maintenance tools and equipment; janitorial supplies and other maintenance-related expenses.

ALLOWABLE
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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 52 of 99 The City at its sole discretion may apply other restrictions and the Purchasing Card Policy shall be updated as needed by the Finance Department.

Acknowledgement
Before being issued a City of San Bernardino purchasing card or online management account authority under this policy, all authorized users shall sign and accept below indicating that such user will use such cards only in accordance with the policies of the city and with the requirements of state law.

Name Printed Signature
Date Role
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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 53 of 99 City of San Bernardino Travel Authority and Expense Reimbursement Policy (Approved Resolution 2021-164)
Scope: This Policy applies to all employees and Elected Officials requesting reimbursement for expenses incurred on behalf of the City.

Exemption from Scope
None.

Policy:

1.0 DEFINITIONS

1.1 Appropriate Expense
An Expense that is suitable or fitting for a particular valid business purpose

1.2 Allowable Expense
A necessary, reasonable, and appropriate expense incurred for the primary benefit of City business and therefore permitted to be reimbursed or directly charged based on the permission of the City.

1.3 Available Budget
The total amount of funds available in the General Ledger expense line to be charged for the expense incurred by the employee or Elected Official

1.4 Necessary
Minimum purchase or service required to achieve a particular business objective.

1.5 Original Receipt
The original merchant receipt or invoice issued by the supplier or service provider to document and substantiate the business transaction. A digital image of the original receipt is allowable if it is legible, and the paper receipt is destroyed.

1.6 Reasonable
An expense that is ordinary and reflects and prudent decision to incur the expense on behalf of City business. Not extreme or excessive.

1.7 Request
Reimbursement Request or Request for Reimbursement.

1.8 Substantiation
Documentation to support an incurred business expense that includes the original receipt, documentation of business purpose, names of persons in attendance, and appropriate report of the expense for the incurred cost.

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2.0 CRITERIA FOR DETERMINING AN ALLOWABLE EXPENSE

2.1 Considerations. To be reimbursed to an individual, a business expense must be:

2.1.1 Necessary to perform a valid business purpose fulfilling the mission of the City.

An expense is necessary if there is a valid business purpose required to fulfill the mission of the City. The primary benefit of a necessary business expense is the City, not the individual. A necessary expense is a minimum of purchase or service required to achieve a valid business objective.

2.1.2 Reasonable in that the expense is not extreme or excessive, and reflects a prudent decision to incur the expense. Reasonable means the amount that normally would be spent in a specific situation. An expense is considered reasonable if it is not extreme or excessive and reflects a prudent decision and action to incur the expense. This Policy does not define precise dollar amounts for what constitutes reasonable, because the reasonableness of an expense depends upon many relevant factors including the business purpose, the context, the source of funds, and the circumstances surrounding the expenditure.

2.1.3 Appropriate in that the expense is suitable and fitting in the context of the valid business purpose. Costs are appropriate if they are suitable or fitting for a particular business purpose. For a cost to be appropriate it is also presumed that there is a valid business purpose, which is normally the responsibility of the department to determine.

The following questions should be considered when determining the appropriateness of costs:
a. Could the cost be comfortably defended under public scrutiny? b. Would you be confident if the cost were selected for audit? c. Would you be comfortable reading about it in the newspaper? d. Has it been adequately documented?

2.1.4 Allowable according to the terms of any City policy. If a business expense is necessary, reasonable, and appropriate, the City will generally consider it an allowable expense, subject to approval.

2.1.4 (1) Allowable Food and Meals. Meals that meet all the above criteria must also meet IRS rules to be reimbursable and non-taxable to the employee or Elected Official. See Section 4.0 FOOD AND MEALS.

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3.0 SUBSTANTIATION OF EXPENSE
For a business expense to be approved and reimbursed, it must be properly substantiated.

3.1 Clear, Complete and Accurate. All City-related business expenses require clear, complete, and accurate supporting documentation. The collective documentation associated with your expenses should answer who, what, where, when, and why of each transaction (as applicable). In your documentation, include:
a. Who attended (first and last names);
b. What purpose the expenditure served;
c. Why the expense was necessary, or how if furthered the City’s goals; and d. When and where the expense took place.

All documentation should be written in a way that will be understood by anyone who reviews it, whether today or many years from now. This includes a person outside of the City who is unfamiliar with a department’s work or jargon.

3.2 Business Purpose Examples.

3.2.1 The following would be considered incomplete business purpose descriptions for substantiation:
a. Dinner with Marcus G., economic development-PPP; Miyagi Sushi b. Lunch with Echo Group
c. Printing-sidewalk vending

3.2.2 The following are examples of clear, concise, and complete business purpose descriptions for substantiation:
a. Dinner with Marcus Grimm, economic development – Public-Private Partnership; Miyagi Sushi.
b. Lunch with Echo Group – Anh Nguyen, Felix Baca, and Ron Watson, re:
development in canyon; Jose’s Mexican Food.
c. Extra copies of sidewalk vending brochures printed for event at Orange Show.

3.2.3 Clear examples are important so that auditors and the public, even years from now, can understand why a purchase was made. For instance, in the examples above, printing services are usually purchased through the normal course of City business. It is only through the normal course of City business. It is only through the business description that clearly states “extra copies” printed for “event” that someone reading the backup material would understand the business need for printing outside a normal business process.

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4.0 FOOD AND MEALS
Food and meal purchases are covered under this policy, the City’s Procurement Card (“P-Card”) Policy and the City’s Travel Policy. Because of IRS rules, any City purchase or reimbursement of meals require additional documentation.

4.1 General Eligibility. Purchases of food and meals are eligible for reimbursement if they are part of overnight travel (See Travel Policy), business meetings (Business Meals, Section 4.3) as allowed for Elected Officials or as approved by the City Manager, or to provide meals in the case of all-day meetings or scheduling that requires meetings to be held over a mealtime (Meals Provided During Work, Section

4.4). Any meal reimbursement will be in accordance with IRS rules.

4.2 Meals During Travel. For details about meals during travel for City business, see the City’s Travel Policy.

4.3 Business Meals. Meals that are purchased as part of business meeting are allowed for Elected Officials or as approved by the City Manager. These meals are governed under IRS rules (see IRS Pub. 5137) and require specific documentation

4.3.1 IRS Requirements
a. Business Connections. A description of the business purpose of the meal. The description should be through enough to pass audit scrutiny. See Section 5.2 for examples
b. Adequate Accounting within a “Reasonable” Period of Time. While the IRS does not specify a length of time for submitting receipts for reimbursement; this policy requires that any request for reimbursement be submitted no later than 60 days after the date of purchase.
c. Excess Reimbursements are Returned within a “Reasonable” Period of Time.

If an employee or Elected Official finds that they have been reimbursed more than amount owed; the excess should be remitted to the City with ten (10) business days of discovering the error.

4.3.2 Audit and Transparency Requirements
a. Itemized Receipt. The meal receipt MUST be itemized. Reimbursement will not be provided for summary receipts.
b. Names of Attendees. A list of all attendees of the meeting, first and last name.

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4.3.3 Tipping. A maximum of 20% will be reimbursed.

4.4 Meals Provided During Work. The purchase/reimbursement of meals/food for staff during work hours is allowed under the following circumstances:

4.4.1 Working Meals. Working meals must be occasional and require preapproval by the Department Director. In the case of an employee meeting held during mealtime, a good faith attempt should be made by the meeting organizer to schedule the meeting at a time that does not overlap mealtime.

The following criteria must be met for a working meal to be reimbursable:

4.4.1 (1) City Business Purpose. There must be a clearly stated City business purpose for the meeting/working meal.

4.4.1 (2) List of Attendees. A list of all attendees (first and last name), and department, must be included.

4.4.1 (3) Reasonable Cost. As stewards of taxpayer dollars, it is incumbent upon all City employees and Elected Officials to use City funds wisely.

Food brought in for working lunches should be reasonably priced. “Reasonable cost” while not defined in this Policy in actual dollar terms, is defined as what would be paid by a prudent person under the same circumstances. Consider the Appropriate Cost questions from Section 2.1.3 when determining reasonable cost:

Could the cost be comfortably defended under public scrutiny? Would you be confident if the cost were selected for audit? Would you be comfortable reading about it in the newspaper?

4.4.1 (4) Tipping. No more than a 20% tip will be reimbursed

4.5 Prohibited Meals and Food.

4.5.1 Alcohol. The purchase of alcohol is not eligible for reimbursement.

4.5.2 Taxable Fringe Benefits. Because IRS rules require that they be included in taxable wages as fringe benefits, reimbursements will not be provided for the following categories of meals (See IRS Pub. 5137 for details):

4.5.2 (1) Individual Meals. Meals purchased for or by an individual employee or Elected Official will not be reimbursed (Except for during overnight travel, which is covered under the Travel Policy. NOTE: if an individual meal is purchased, whether by p-card or erroneously reimbursed, and the funds are not returned to the City, the cost of the meal will be Packet Page. 1543
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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 58 of 99 included in the employee or Elected Official’s taxable wages as required by the IRS.

4.5.2 (2) Meals while on Day Trips. Meals purchased during day trips for work (not overnight) are not reimbursable, even if the trip extends beyond the regular workday.

5.0 AVAILABLE BUDGET AND PRE-APPROVALS

5.1 Verify Available Budget. It is the responsibility of the employee or the Elected Official to verify that there is adequate available budget for the planned expense before making any purchase on behalf of the City.

5.2 Pre-Approval. Employees purchasing food or tangible goods for a City purpose should have the approval of their immediate supervisor or Department Director before expending personal funds whenever possible.

5.2.1 Establishes City Purpose. By obtaining pre-approval, the City purpose of the expense is already established.

5.2.2 Forms of Pre-Approval. Pre-approval is for the protection of the employee making the purchase. By obtaining pre-approval, the employee can be reasonably assured that the personal funds expended for a City business purpose will be reimbursed. As such, it is the interest of the employee to ensure that the pre-approval:

5.2.2 (1) Includes the name of the person making the approval.

5.2.2 (2) Clearly identifies the specific expense that is pre-approved (may not be a “blanket” approval of multiple expenses).

5.2.2 (3) Can be printed or electronically attached to the request for reimbursement.

5.2.3 Verification of allowable Expense. If an employee, supervisor, or Department Director is uncertain regarding the allowability of the expense for reimbursement, they should contract Finance for verification.

5.2.4 Exemption of Pre-Approval Requirement for Elected Officials. Elected Officials are not required to obtain pre-approval for City business-related expenses except in the case of travel (See Travel Policy). However, it is incumbent upon the Elected Official to ensure that there is adequate budget available to cover any expenses before they are incurred.

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6.0 APPROVAL AND REIMBURSEMENT
Requests for reimbursements should be submitted with original receipts attached and all appropriate documentation as discussed above to meet IRS, audit, and City transparency standards. Once this is complete, the request may be submitted for approval reimbursement.

6.1 Review and Approval – Employee Request for Reimbursement

6.1.1 Approval. Employees requests for reimbursement will go through approvals in the Department as follows – the employee’s immediate supervisor, and Department Director review and approval. After the Departmental approvals are complete, the Request will be moved to Finance for final approval and reimbursement. If Finance staff questions any expenses, they will escalate the Request to the Finance Director for review and a decision as to the allowability of the expense under the Policy. Once any questions are resolved, the Request will be moved to Accounts Payable for reimbursement.

6.1.1. (1) Finance Director Decision. The Finance Director’s decision as to the allowability of an expense will be final.
a. Rejected Reimbursement Memo. If the Finance Director determines that an expense is not reimbursable, they will draft a memo to the employee and the Department Director explaining the reason.
b. Option to Appeal. An employee may appeal the decision of the Finance Director to the City Manager.

6.1.1 (2) Appeal to City Manager. If an employee disagrees with the Finance Director’s decision, they may appeal the decision to the City Manager within ten (10) business days of the employee receiving the Rejected Reimbursement Memo.
a. Appeal Process. The employees making the appeal must submit a memo to the City Manager detailing why they disagree with the Finance Director’s decision. The memo should include specific references to this policy
b. Language and Accessibility. If the employee believes that they require help to write the memo, help will be provided by Human Resources personnel unconnected to this process. The deadline to submit the memo will be extended to accommodate for any scheduling issue delays. The deadline of ten (10) days will be Packet Page. 1545
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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 60 of 99 extended only in the case of a language or accessibility issue in completing the memo.
c. City Manager Decision. The City Manager’s decision will be final

6.1.1 (3) Taxability. If the City Manager allows reimbursement of an expense that the Finance Director has identified and rejected for reimbursement as a fringe benefit under IRS Pub. 5137 the amount will be reimbursed, and Finance will add the amount of the reimbursement to the employee’s taxable wages, as required by IRS rules regarding fringe benefits.

6.1.2 Payment. Accounts Payable will cut a check for reimbursement if there is adequate budget available. If there is not adequate budget, the Request will be rejected and returned to the Department.

6.2 Review and Approval – Elected Official Request for Reimbursement

6.2.1 Approval. Elected Official Requests for Reimbursement will go through approvals as follows – the Council Supervisor/Mayor’s Executive Assistant will review the Request, verify available budget, and escalate any questioned expenses to the Finance Director for review and a decision as to the allowability of the expense under this Policy. If there are not questioned expenses, the Council Supervisor/Mayor’s Executive Assistant will approve the Request and move it to Finance for final approval and reimbursement. If Finance staff questions any expenses, they may escalate the Request to the Finance Director for further review as to the allowability of the expense under this policy.

6.2.2 Questioned Costs. If the Finance Director finds that an expense submitted for reimbursement is not reimbursable under this Policy, and the Elected Official disagrees, the Elected Official may bring the expense before the Mayor and City Council during a regular meeting for a final determination of allowability (see Section 6.3.1).

6.2.2 (1) Taxability. If the Mayor and Council vote to allow reimbursement of an expense that the Finance Director has identified and rejected for reimbursement as a fringe benefit under IRS Pub. 5137, the amount will be reimbursed, and Finance will ad the amount of the reimbursement to the Elected Official’s taxable wages, as required by IRS rules regarding fringe benefits.

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6.2.3 Payment. Accounts Payable will cut a check for reimbursement if there is adequate budget available. If there is not adequate budget, the Request will be rejected and returned to the Elected Official.

6.2.3 (1) Insufficient Budget. If there is insufficient budget in the appropriate line item to cover the expense, the Elected Official has two options:
a. Request that budget be transferred from another line item within the Elected Official’s department budget in an amount sufficient to cover the expense, or
b. Withdraw the Request or Reimbursement.

6.3 Rejected Reimbursement Requests to City Council – Elected Officials Only

6.3.1 Bringing a Rejected Reimbursement Request Before City Council

6.3.1 (1) Documentation. For a Rejected Reimbursement Request to be considered by City Council, the Elected Official must provide in advance of the meeting:
a. Substantiation of the Expense, see Section 3.0
b. All written communication (email, etc.) from City staff documenting the reason for rejecting the Request.

6.3.1 (2) Decision. The decision of City Council will be final. a. Abstain. The Elected Official requesting the reimbursement shall abstain from the vote.
b. Tie Vote. If the vote results in a tie, the Mayor will cast the deciding vote unless it is the Mayor requesting the reimbursement. If the vote results in a tie, the rejection will stand.
c. Council Decline. Council may decline to hear the Reimbursement Request by a majority vote. If Council declines to hear the Request, the rejection will stand.
d. Taxability. See Section 6.2.2 (1)
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City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 62 of 99 SECTION 3: PROCEDURES
Procedures:

Explain the “how” of decision making. They provide step-by-step instructions for specific routine tasks. They may include a checklist or process steps to follow. Procedures help guide policies. Procedures give instructions on how to utilize policies.

The Purpose of Procedures:

At the very least, procedures should outline the following information:

Who is responsible for each task.

What steps need to be taken.

Who the responsible party reports to.

What makes a good procedure?
Clear, concise, and simple language.

Addresses how to implement policies.

Takes user insight into account.

Providing options when feasible, not unnecessarily restrictive.

Exceptions to the Bidding Process
Current Emergency Purchases: 3.04.075
In case of an emergency, which is so urgent as to preclude advance action by the Mayor and Common Council and which requires purchase of supplies, materials, equipment and contractual service, The City Administrator shall have the authority to authorize the Purchasing Agent to secure the open market at the lowest obtainable price and such supplies, materials equipment or contractual services. This emergency authority shall extend to all purchases; irrespective of the fact that amount might exceed the authorized limitation for open market purchases. In all instances a full explanation of the emergency circumstances shall be filed with the Mayor and Common Council.

If emergency work is performed, the Purchasing Division should be notified by the next business day. This will allow the Purchasing Division to properly ratify purchase orders.

What Constitutes as an Emergency:

A public calamity
An immediate need to prepare for national or local defense.

Packet Page. 1548
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 63 of 99 The breakdown of machinery or equipment on service impediment which will require immediate resolution.

A hazard or peril to public health or welfare
A situation where the city is unable to perform services for the public.

Steps to take:

If the emergency occurs during business hours, The Purchasing Division shall be notified the same day.

If an emergency occurs during non-working hours, purchasing shall be notified during the next business day.

Purchasing contracts vendor or delegates to department to secure rough order magnitude (ROM) written estimate. Purchasing or delegate notifies vendor to proceed.

Only licensed and insured vendors can be contracted with, as appropriate.

A purchasing order with a Not to Exceed Amount (NTE) shall be issued within 5 – 10 days.

If feasible, a Vendor service Agreement to follow.

If ROM exceed $100,000, council approval is required even if after the fact.

After the emergency is mitigated, if additional work is required, the normal competitive procurement procedure is to be followed.

Contractors must be registered with DIR prior to the bid opening, to qualify to win the bid.

Municipal Code §3.04.070 Emergency Purchases
In case of an emergency, which is so urgent as to preclude advance action by the Mayor and City Council and which requires purchase of supplies, materials, equipment or contractual services, the City Manager shall have the authority to authorize securing in the open market any such supplies, materials, equipment or contractual services. This emergency authority shall extend to all purchases, irrespective of the fact that the amount might exceed the authorized thresholds outlined in Section 3.05.020 of the Municipal Code. An explanation of the emergency circumstances shall be filed with the Mayor and City Council within forty-eight (48) hours of the emergency purchase.

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City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 64 of 99 The Purchasing Process
Department Led Bids for Purchases between $10,001 and $40,000:

Please see Section 2: Polices, for Purchasing Expenditure and Approval Thresholds.

1. Department must contact all vendors/contractors/consultants via telephone, teleconference, or email for a quote request.
a. Please note if verbal requests for quotes are made, a written confirmation and/or follow-up must be sent to the vendors/contractors/consultants.

2. Department must provide all vendors/contractors/consultants with same SOW and specifications for the services/products/equipment that is needed. a. This for transparency and audit purposes

3. Department must provide all vendors/contractors/consultants with a due date/deadline to return their bid/quote. Please see the definition and detailed example of a valid quote.
a. Quote can be electronic in Excel, Word and PDF format. b. The date should be noted on the quote.

4. Departments must evaluate the bids submitted, showing documentation of the cost comparison.

5. Once bid is awarded, Department may process a purchase order for purchases between $10,001 up to $40,000. All bid documents must be attached to the PO in New World along with the certificate of insurance (Endorsements and Waivers of Subrogation), and current W9 with date and signature, if services are being provided to the City. a. It is the discretion of the Agency or Department Director to process an agreement for purchases between $10,001 and $40,000.
i. Agreement templates are available from the Purchasing Division. ii. If an agreement is required, please contact the Purchasing Division for review of the agreement before it is uploaded to DocuSign for signature.

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City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 65 of 99 Telephone Quotes
If quotes are requested verbally, they should always be followed up by email, fax, or text, if email is not an option. The only time that a follow-up is not required is under the following unusual conditions:

Wi-fi servers are inoperable for both parties; therefore, emails can’t be received and sent.

Fax is not available.

The post office and other delivery courier services are not available.

Text messages are not an option.

When requesting a phone quote from a vendor, please follow the following instructions:

Pre-write verbiage or a script in order to be transparent and ask each vendor for the same information.

Make sure to document the time and date the vendor was contacted.

Make sure to advise the vendor of the date and time the quotes need to be submitted..

All vendors need to be contacted within the ten (10) business days to ensure pricing is comparable. Prices obtained months apart are not comparable.

Make sure to obtain the vendors contact information in order to send a confirmation email.

If you send a follow-up email, you are much more likely to receive the written back-up for the quote that is required for audit purposes. While verbal quotes are quick and easy, sending a follow-up email takes only a few seconds and saves a lot of headaches later during an audit! Packet Page. 1551
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 66 of 99 Example of an ideal simple quote:

Quotation
Quote Number: Date: May 7, 2021
Company Name: Contact Person and Contact Info.:

Project Title/Number: Total Cost:

Item Description Unit Price Quantity Price
Office Phone System
Instruction Book
Instruction Manual for the
NEC Office Phone System
$XX.XX 40 $XXX.XXX
Total Price $XXX.XX
Thank You very much for giving us the opportunity to quote. We hope to serve your order soon. If you have any questions, feel free to contact us at_______________.

Sincerely,
Contact Title
Contact Name
A valid quote should contain the following information:

Supplier’s business details
Client details
Quote number
Date of issue
A list of services to be provided
What services won’t be provided
Breakdown of costs
Total cost of the project
Variations of (extra costs)
Timelines and completion dates
Factors which may affect the completion date
A place for customers to sign their acceptance
Please Note: City staff should not sign acceptance of a quote. If terms and conditions are attached, the signer may be accepting terms and conditions and obligating the City to terms and conditions that are contrary to the City’s usual terms and conditions. Staff members that have been assigned purchasing and signing authority Packet Page. 1552
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 67 of 99 should be the only individuals signing on behalf of the City. Individuals that have been designated purchasing and signature authority will contact the City’s legal Counsel if necessary to obtain legal advice as to signing pricing, quotes and proposals.

Payment methods, is asking for a deposit
Response Time From Purchasing Agents

1. Please allow at least 72 hours for the Purchasing Division to respond to your requests.

Same day inquiries will be reviewed by urgency and/or priority but responses are not guaranteed the same day.

2. This is to respect and prioritize all duties/tasks for the purchasing staff and most importantly to be able to address all City departments fairly and timely.

3. For projects, please contact purchasing no less than 6 months, but preferably a year or more before your project has to be finalized and ready to go. i. Allowing long lead times assists purchasing with identifying the needs for your department, and it assists with the needs for the City overall. Purchasing may be able to assist with your SOW, identifying suppliers/vendors in the marketplace, and with formulating your department’s purchasing strategy which will reduce potential risks.

4. Please include the purchasing process/plan and timeline in your project presentation to the City Council.
i. This shows the City Council that the departments are collaborating with the Purchasing Division and that citywide staff is accountable for the project. This also gives the City Council more realistic estimated dates and times of when your project can be fully executed.

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City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 68 of 99 Purchasing Division Led Bids for all purchases:

1. Quick Quote via Planet Bids: Did you know that a quick quote can be utilized via Planet Bids for small purchases up to $10,000? Quick Quotes can be released with a bid close date within 48 to 72 hours.
a. The department must provide specifications to the Purchasing Division two (2) business days in advance for review and revisions before they would like the Quick Quote bid to be released. b. Departments should always send a detailed request to City Purchasing - - A detailed description of what you want to purchase, should include:

1. Color

2. Size

3. Amount/Quantity

4. Manufacturer Number

5. Name of Manufacturer, etc.
c. Quick Quotes have a turnaround time of 48 to 72 hours.

Quick Quote Process Chart
YES

NO
Department Identifies
Goods/Services to be
purchased
Purchasing will review the
request.

Did Dept. Provide all
relevant information for
Quick Bid to be Processed?
Request to be
returned to dept
for revisions.

Requesting Dept. Revises
request and resends to
purchasing.

Purchasing Dept. will move forward
with Quick Bid Release.

Purchasing Dept. Releases quick
quote with an assigned bid No. Bid
Turnaround is 48 to 72 hours
Bid Closes – Purchasing Reviews Bid
& Advises Dept. of winning
Company, Dept. Creates PO
(Purchasing May draft contract if
required) - Process is not Complete.

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City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 69 of 99

2. Request for Quotation (RFQ): RFQ’s can be processed for purchases greater than $10,000. a. Requesting Department must provide RFQ documents to the Purchasing Division seven (7) business days before the requested bid release date, for review and revisions before bid is RFQ is released.
b. Departments should always send a detailed request to the Purchasing Division.

1. A detailed Scope Of Services (SOS)/Scope Of Work (SOW) is to be provided to purchasing. A good, drafted SOS/SOW should answer the questions: What, When, Where, Who, Why & How.

2. A detailed pricing sheet for the vendor to fill out and submit for the RFQ

1. Please Note: If the RFQ request is sent back to the department due to insufficient information, when the request is returned to purchasing, there will be up to five (5) additional business days for review before the RFQ is released. c. RFQs have a minimum turnaround time of 14 business days (from release to closing).

This does not include the evaluation of the bids, bid protest and award protests.

RFQ Process Chart
YES

NO
Did Dept. Provide all
relevant information for
RFQ Bid to be Processed?
Request to be
returned to dept
for revisions.

Requesting Dept. Revises
request and resends to
purchasing.

Purchasing Dept. will move forward
with RFQ Bid Release.

Purchasing Dept. Releases RFQ Bid
with an assigned bid No. Bid
Turnaround is 2 to 4 weeks
Bid Closes – Purchasing Reviews Bid
& Advises Dept. of winning
Company, Dept. Creates PO
(Purchasing will draft contract and
Process for signature Execution
Department Identifies
Goods/Services to be
purchased.

Purchasing will review the
request.

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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 70 of 99

3. Request for Proposal (RFP): The document used to solicit proposals from potential providers (proposers) for contractual goods and services. Price is usually not a primary factor. RFPs provide for the negotiation of all terms, including price, prior to contract award.

An RFP may include a provision for the negotiation of best of final offers, and may be a single or multi-step process. For the City of San Bernardino, RFPs can be processed for purchases above $40,000. RFPs are usually solicited for High Value/High Risk projects and services.

1. The Department should be preparing for an RFP month in advance and contacting the Purchasing Division for advanced notification. RFP documents must be provided to the Purchasing Division no less than fourteen (14) business days in advance, before the requested RFP release date. This is for review and revisions before RFP is released.

2. The Department should always send a detailed request to the City Purchasing Division.

1. A detailed SOS/SOW is to be provided to purchasing. A good, drafted SOS/SOW should answer the questions: What, When, Where, Who, Why & How.

2. A detailed pricing sheet for the vendor to fill out and submit for the RFP.

Please Note: If an RFP request is sent back to the department due to insufficient information, when the RFP request is returned to purchasing, there will be up to five (5) additional business days for review before the RFP is released.
b. Department can require a Bidders Conference (Bid Meeting) to discuss and clarify inquiries from the participating proposers.
c. RFPs have a minimum turnaround time of 30 calendar days (from release to closing).

This does not include the evaluation of the RFPs, any protest and award protests.

See RFP Process Flow Chart on Next Page
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City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 71 of 99 RFP Process Chart

Yes
No
Department Identifies
Goods/Services to be
purchased.

Purchasing will review the
request.

Did Dept. Provide all
relevant information for
RFP to be Processed?
Request to be
returned to dept
for revisions.

Requesting Dept. Revises
request and resends to
purchasing.

Purchasing Dept. will move forward
with RFP Bid Release.

Purchasing Dept. Releases RFP Bid
with an assigned bid No. Bid
Turnaround is 4 to 6 weeks
Bid Closes –
Purchasing Reviews: Bid Pricing,
References, Exceptions, Deviations,
Purchasing Draft complete evaluation
Matrix.

Department Reviews: responses and
qualifications of bids submitted.

Evaluation Matrix is reviewed by
Purchasing and Evaluation team, if a Best
and Final Offer (BAFO) is necessary,
Purchasing will contact vendors for
revised bid and deadline to submit BAFO’s
BAFO Closes:

Purchasing Reviews Revised Bid Pricing,
Exceptions, Deviations. Purchasing draft
complete evaluation Matrix
Department Reviews Revised responses
and qualifications of BAFOs submitted.

Purchasing Sends Tentative award to most
responsive/responsible bidder, (Dept. cc’d)
once award accepted.

Purchasing sends finalized matrix to Dept.
so staff report can be drafted. and
qualifications of BAFOs submitted.

Once Agreement has been approved by City
Attorney (If Exceptions were taken) contract
is uploaded to DocuSign for signature
processing.

Once contract has been signed by all parties,
including vendor/consultant/contract, the bid
and contract process is complete.

DONE!!
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City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 72 of 99 Request for Information (RFI) or Request for Qualification (RFQual): A nonbinding method whereby a jurisdiction publishes its need for input from interested parties for an upcoming solicitation. A procurement practice used to obtain comments, feedback, or reactions from potential responders (suppliers, contracts) prior to the issuing of a solicitation.

Generally, price or cost is not required. Feedback may include best practices, industry standards, technology issues, etc.
b. The Department requesting an RFI or RFQual should be preparing for the process months in advance and should contact the Purchasing Division for assistance. The Department must provide RFI/RFQual documents to the Purchasing Division fourteen (14) business days in advance of the requested release date, for review and revisions before the RFI or RFQual is released.
c. Departments should always send a detailed request to the City Purchasing Division. d. A detailed SOS/SOW is to be provided to purchasing.

1. A good, drafted SOS/SOW should answer the questions: What, When, Where, Who, Why & How. A detailed pricing sheet is not required for RFIs/RFQuals e. Departments can require a Bidders Conference to discuss and clarify inquiries from the participating respondents.
f. RFI’s/RFQual’s have a minimum turnaround time of 30 calendar days (from release to closing)
Please Note: If an RFI/RFQual request is sent back to a department due to insufficient information, when it is returned to purchasing, there will be up to five (5) additional business days for review before the bid is released. This does not include the evaluation of the RFI/RFQual, any protest and award protests.

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City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 73 of 99 RFI/RFQual Process Chart
Yes
NO

PROTEST PROCEDURE

1. Vendors not awarded for a contract have ten (10) business days to formally protest the award. The award should include precise fact and circumstances, and reason for the intent to award to be overturned.
a. The protest must be filed before the awarded contract or purchase order has been issued. The Purchasing Division may not act on a bid protest if it hasn’t been received in a timely manner. If the protest deadline has expired, the vendor will be notified, and the award process will move forward.

2. If the vendor bid protest is appropriately filed, the Purchasing Division may delay the award of a contract or purchase order until the matter is resolved. a. Please note that situations may occur where the delay of an award may not be in the best interest of the City due to emergency and/or time constraints such as the end of the City’s fiscal year or grant funding requirements. In these situations, the City has no obligation to delay or otherwise postpone an award of a purchase order or contract based on a vendor protest. In all cases, the Cities Purchasing Manager reserves the right to make an award when it is determined to be in the best interest of the City of San Bernardino. b. The Purchasing Manager will review the protest and will considered all information submitted with the protest. The purchasing manager will make the final decision in writing by email and will be followed up with a hard copy, or Department
Identifies
Goods/Services to be
purchased.

Purchasing will
review the request.

Did Dept. Provide all
relevant information for
RFP to be Processed?
Request to be
returned to dept
for revisions.

Requesting Dept. Revises
request and resends to
purchasing.

Bid Closes –Purchasing Reviews: Bid
& Advice Dept. of Results. A short
list is created from Results and a
RFP/RFQ is processed for the next
step., (See RFQ/RFP Flow Charts)
Purchasing Dept. will move
forward with RFI Bid Release
Purchasing Dept. Releases RFI
Bid Request with an assigned
bid number. Bid Turnaround
time 30 Calendar Days.

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City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 74 of 99 mail the notice to the protesting bidder within thirty (30) business days of confirmed receipt.

3. The Purchasing Manager may refer a protest of a technical nature to the requesting City Department for further clarification, and will prepare a response to the protesting vendor, advising them of the pending action(s), and when a formal response can be expected.

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Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 75 of 99

PROTEST FORM AND CONTENT
All protests shall be in writing and state that the vendor is submitting a formal protest, and the protesting vendor is responsible for ensuring that the protest is received within the protest deadlines. If the City does not receive the protest within the specified deadline, the protest may be rejected. The mailing address for all protests is:

City of San Bernardino
Purchasing Division
Attention: Purchasing Manager
290 North “D” Street
San Bernardino, CA. 92401
Include the following information shall be placed in the protest letter. Failure to provide the following information could result in rejection of vendor’s protest:

1. Company name, mailing address, phone number, and name of company individual responsible for submission of the protest

2. Please provide an email address for communication, clarification, and disposition of the pending protest

3. Specify the City Bid Number, bid title, closing date, and proposed award date of the solicitation

4. State the specific action or decision being protested

5. Indicate the basis for the protest

6. Indicate what relief or corrective action vendor believes the City should make

7. Demonstrate that every reasonable effort was made within the schedule provided, for vendor to resolve the basis of the protest during the process, including asking questions, seeking clarification, requesting addenda, and otherwise alerting the City to any perceived problems.

8. Protest letter must be signed by an authorized agent of the company Packet Page. 1561
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 76 of 99 Vendor Setup
Instruction on how to request a New Vendor set-up and/or make changes to an existing vendor:

Go to New World (ERP System)
Financial Management
Purchasing
Vendor Change Request
• All vendors need documentation verifying their mailing address:
• W9
• City refund form
• Driver's License
• Asset forfeiture, Memo from PD
Purchase Orders (POs)

1. POs will be reviewed 2 days per week (Mondays and Fridays)

2. POs will be returned if proper documentation is not attached. a. Description must match the GL Account used and scope of work

3. Please be mindful that a PO is necessary “before” services are rendered. a. Example: POs are not rushed due to services being provided outside of an approved PO and/or agreement.

4. If using a Grants Account, please make sure to use a Grants PO.

5. Please make sure to obtain written permission the Grants Division.

Packet Page. 1562
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 77 of 99 PO Change Order Process:

Changes are made via the New World Database. A Detailed comment needs to be entered stating what is being updated.

1. Remove the check mark in the change process only

2. Enter either the PO number or Vendor to find the departments PO

3. Hit Search

4. Click on the PO number that needs to be changed

5. Make the changes as needed

6. Click Save, if enough funds aren’t available the PO will not validate

7. If you get a GIANT red X do not move it forward, you will need to adjust the budget

8. If a GREEN check mark appears , the PO is validated, then approve to move forward in the approval process

9. Once change order request goes through the approval process and is fully approved, purchasing will post, print and forward a copy of your to your department so you will know the change order is complete.

Packet Page. 1563
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 78 of 99 Furniture Order Process
There are a few things to be considered when you order furniture for new or existing staff.

1. There may be existing furniture that will meet your needs. Before ordering new furniture and/or cubicles, reach out to the Facilities Team. There are desks, credenzas, bookshelves, and cubicles available that are in excellent condition that may suit your needs. a. You are not required to use existing office furniture or cubicles. Sometimes the existing furnishings are too large for smaller offices, or the cubes are not suitable for the space. b. Chairs should always be ordered new. Using old chairs to save money can cost the City in the long term with potential ergonomic problems that they can cause or exacerbate for health employees.

2. If there is not existing furniture that suits the needs of your department, follow the RFQ Process to initiate the purchase of furniture that meets the needs of your department.

3. It is important to note that if City Facilities staff is unable to install your furniture and/or cubicles, a Public Works bid must be released for the installation of the furniture system according to State Law.
a. The bid will be released to certified/qualified vendors that have the proper licensing and certifications for the installation and comply with Prevailing Wage. b. Prevailing Wage applies to assembly, disassembly, installation, reconfiguring or securing furniture to walls.
c. Prevailing wage does not apply to delivery of furniture, or rearranging/moving chairs, bookcases, filing cabinets, desks, etc. within a space.

Staples Office Supplies
Staples is the city’s designated office supplies vendor.

1. To obtain a log-in
Send an email to your assigned City Representative with your employee’s name, email address, phone, department and shipping address.

It is okay to ask for price matches for large, priced items. Please advise City Representative when an employee separates from the city so that their account is removed. Please note Furniture orders can be placed with Staples if a department has the approved specifications and measurements.

Business Registration
According to Municipal Code 5.04.005, a business registration certificate needs to be obtained before any person or business conducts business in the City. Please contact the Business Registration Department for all business certificate, licensing, and fee requirement information.

Packet Page. 1564
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 79 of 99 City of San Bernardino Contract Processing Guidelines
The Purchasing Division wants to ensure to meet the purchasing needs of the city as much as possible.

To safeguard that appropriate contract procedures a being properly followed; the following process is being implemented immediately:

1. Drafting a Contract.
a. If an individual department processes a bid, the Department can draft the service agreement using the city approved template.

2. All Contracts require purchasing review & approval prior to sending to the vendor/consultant for signature.
a. This is to ensure that everything is documented correctly within the agreement. b. The Department shall forward drafted agreement to the Purchasing Division for review and approval.
c. Purchasing may have some approved language and/or options to add to the agreement before sending to the vendor/consultant for review.

3. Contracts Requiring Purchasing/City Attorney review & approval prior to and after the vendor/consultant has been requested to sign the contract. a. Drafted templates that will not require City Attorney approval prior to sending to the vendor/consultant for signature are:
i. The contract is drafted on the City approved template and no exceptions or deviations have been taken on the terms and conditions. b. Drafted templates that will require Purchasing/City Attorney approval prior to sending to the vendor/consultant for review/revisions are:
i. The contract is above $40,000.
ii. The contract drafted on the City approved template and exceptions/deviations are being requested on the terms and conditions
iii. The contract is drafted on the vendor/consultants’ contract template. c. Drafted templates that will require City Attorney approval after sending to the vendor/consultant for review/revisions are:
i. The vendor has taken exceptions to the Terms and Conditions within the City approved agreement template.
ii. The vendor is counter-responding to the exceptions the City has taken on the vendor/consultants drafted contract template.
d. City Attorney is to be given a minimum of 7 to 10 business days to review contracts or to complete other legal review requests.

4. If wet signature is required. All contracts should be signed by the vendor/consultant prior to sending the contract to the Purchasing Manager and/or City Manager for final signature and approval. a. This is a best practice for the business issuing the contract not to sign a contract until it is accepted by the other party and signed. Once it is accepted and signed by the other Packet Page. 1565
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 80 of 99 party, the issuer should review the contract again to make sure no terms were changed and then sign it.
i. This best practice is also used when a vendor gives the City their contract template to review and sign. The city will not sign the contract until the vendor signs the negotiated terms and conditions first.
b. The City Purchasing Division is to be given a minimum of five (5) business days to review contracts or to complete other purchasing requests.
c. Sometimes vendors/consultants may change terms and sign contracts without advising that changes have been made on their end.
i. We must review and make sure that the same contract that was sent to them is being signed and returned to us.
d. Purchasing will forward the contract to the City Clerk for the City Attorney’s Signature and City Manager’s signature, via DocuSign, unless a wet signature is required. e. Once signed by the City Manager and finalized, everyone should receive a copy of the sign.

5. Agreement Amendments are generally Processed for the following reasons:
a. Rate Adjustments
i. Processed when a vendor has requested a rate increase. If rates are increased in a contract, an amendment needs to be processed. The amendment should contain the new rates along with indicating the new percentage of the rate increase.
b. Expiration Date Extensions
i. If an agreement is needed for a longer period of time, then an amendment needs to be processed. This will include contracts that have options to extend. If the City is going to use the option to extend, an amendment needs to be generated and stated that the City is using the option to extend the agreement. c. Scope of Work Changes
i. If the scope of services is being altered or information is being added to the SOW, then an amendment should be processed. Vendors are already obligated to provide the services/materials that are in their executed agreements, they are not obligated to provide more than what is stated in their SOW, this is why an amendment is needed.
d. Services/Delivery Schedule Changes
i. If a vendor has a set schedule of days and time that are in their contract and they want to make changes to that schedule, then the department needs to agree to that change and process an amendment.
e. Typos and Errors
i. When there is an error in an agreement it needs to be corrected and an amendment may need to be processed; an error may change the meaning of terms and conditions in a contract. Contact Legal Services for review to determine if the error has a material impact on the agreement or contract.

Packet Page. 1566
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 81 of 99 All completed copies of executed amendments shall be attached to the PO in the Financial System.

6. When purchasing conducts, a bid, purchasing is responsible for drafting the contract. Please provide the Buyer with the Following information:
a. Annual Cost for the contract
b. Whether or not it is a multiple year contract
c. If Council approval is required, please provide the date of the meeting, item number, and annotated page showing approval.

Please do not upload contracts to DocuSign that have been processed by the Purchasing Division, that is Purchasing’s responsibility.

7. When using DocuSign, Contract will be uploaded into DocuSign and the contract will go through the internal process for signatures and the vendor’s email is added in order to obtain their electronic signature.

Packet Page. 1567
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 82 of 99 City Approved Agreements
Template Title Purposes Insurance Requirements Bonds
Contract Amendment To amend Terms and Conditions in an
executed agreement
Insurance requirements are based on
original Agreement
N/A
Contract Extensions To extend the terms and conditions of an agreement
Insurance requirements are based on
original Agreement
N/A
Design Build Agreement For single projects with turnkey design and construction
Commercial General Liability (CGL)
Contract Price Amt of Liability Ins (occ.)
$0 - $2mil $2 mil
$2mil - $5mil $3 mil
$5mil - $10mil $5 mil
$10mil - $20 mil $10 mil
Automobile $5 mil per accident
Workers Comp. $1 mil
Professional Liability $2 mil
Performance
Bond
Payment Bond
Design Services Agreement For Professional Design Services Only CGL $2mil per occ/$4 mil aggregate Automobile $1 mil per occ
Employers Liability $1 mil per occ
Professional Liability $2 mil per
claim/Aggregate
Performance
Bond
Payment Bond
Encroachment Agreement To document City’s authorization of the Permittee’s encroachment onto City’s
Property
Insurance Requirements is dependent on
Scope of Work contained in the
agreement and Permit shall not take
effect or become binding on City until
Permittee has complied with the
insurance requirements.

N/A
Goods Purchase Agreement Is to purchase all machinery,
equipment, supplies, items, parts,
materials, labor or other services,
including design, engineering and
installation services. Delivery Date(s)
upon which the goods are to be
delivered to the City, ready for
approval, testing and/or use.

CGL $2mil per occ/$4 mil aggregate
Automobile $1 mil per occ
Workers Comp $1 mil per occ
Professional Liability $2 mil per
claim/Aggregate
N/A
Lease Agreement – City as
Lessee
For City the pay Lessor rent for a
property for a premises, for an
extended period of time
Insurance requirements are based on the
intended use of the rental property
N/A
Lease Agreement – City as
Lessor
For city to rent out city owned property
to a Lessee for an extended period of
time.

CGL $2mil per occ/$4 mil aggregate
Automobile $1 mil per occ
Workers Comp $1 mil per occ
N/A
License Agreement City owned real property in which a
Licensee desires to obtain CITY’S
permission to enter onto the Property
for a specified period of time.

CGL $2mil per occ/$4 mil aggregate
Automobile $1 mil per occ
Workers Comp $1 mil per occ
N/A
Long Form Construction
Specifications
Complex/High Risk/High Value
Construction Projects
CGL $5mil per occ/$10 mil aggregate
Automobile $5 mil per occ
Workers Comp $1 mil per occ
Professional Liability $2 mil per
claim/Aggregate
Performance
Bond
Payment Bond
Packet Page. 1568
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 83 of 99 Template Title Purposes Insurance Requirements Bonds
Builder’s Risk
Contractor’s Pollution Liability $1 mil per
occ/ $2 mil aggregate
Maintenance Services
Agreement

1. Routine, recurring, and usual work for
the preservation or protection of any
publicly owned or publicly operated
facility for its intended purposes.

2. Minor repainting

3. Resurfacing of streets and highways
at less than one inch.

4. Landscape maintenance, including
mowing, watering, trimming, pruning,
planting, replacement of plants, and
servicing of irrigation and sprinkler
systems.

5. Work performed to keep, operate,
and maintain publicly owned water,
power, or waste disposal system,
including, but not limited to, dams,
reservoirs, powerplants, and electrical
transmission lines of 230,000 volts and
higher.

CGL:
$2 mil per occ/$4 mill aggregate.

Limits may be increased if work involved
Construction $5mil per occ/$10 mil
aggregate.

Automobile $1 mil per occ
Workers Comp $1 mil per occ
Professional Liability $2 mil per
claim/Aggregate
Builder’s Risk
Contractor’s Pollution Liability $1 mil per
occ/ $2 mil aggregate
Performance
Bond
Payment Bond
Nuisance Abatement
Services Agreement
Nuisance abatement is a legal
procedure for correcting a situation that
is considered a nuisance. Nuisances can
take the form of health and safety
threats in addition to circumstances
that impact quality of life. Thus, issues
like poor sanitation, abandoned
property, havens for criminal activity,
and loud music are all nuisances and
can be subjected to nuisance
abatement.

CGL $2mil per occ/$4 mil aggregate
Automobile $1 mil per occ
Workers Comp $1 mil per occ
Performance
Bond
Payment Bond
On-Call Professional
Services Agreement
For Professional Services for Specialized
Services such as Financial, Economic,
Accounting, Legal Engineering or
Administrative Services
CGL $2mil per occ/$4 mil aggregate
Automobile $1 mil per occ
Employers Liability $1 mil per occ
Professional Liability $2 mil per
claim/Aggregate
N/A
Professional Services
Agreement
A professional services agreement is
essentially a form that collects all the
relevant information in a professional
endeavor between two parties. Its
purpose is to aid in preparing a
functional contract for said services
between the parties. It is typically
divided into two sections – the
agreement, and the exhibit.

CGL $2mil per occ/$4 mil aggregate
Automobile $1 mil per occ
Employers Liability $1 mil per occ
Professional Liability $2 mil per
claim/Aggregate
N/A
Professional Software
Services Agreement
A professional services agreement is
essentially a form that collects all the
relevant information in a professional
software services endeavor between
CGL $2mil per occ/$4 mil aggregate
Automobile $1 mil per occ
Employers Liability $1 mil per occ
N/A
Packet Page. 1569
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 84 of 99 Template Title Purposes Insurance Requirements Bonds
two parties. Its purpose is to aid in
preparing a functional contract for said
services between the parties. It is
typically divided into two sections – the
agreement, and the exhibit.

Professional Liability $2 mil per
claim/Aggregate
Cyber Liability $1 mil per
claim/Aggregate
Professional Services
Agreement Caltrans –
FHWA
A professional services agreement is
essentially a form that collects all the
relevant information in a professional
endeavor between two parties. Its
purpose is to aid in preparing a
functional contract for said services
between the parties. It is typically
divided into two sections – the
agreement, and the exhibit. Agreement
is full funded by Caltrans on behalf of
FHWA
CGL $2mil per occ/$4 mil aggregate
Automobile $1 mil per occ
Employers Liability $1 mil per occ
Professional Liability $2 mil per
claim/Aggregate
N/A
Real Estate Purchase
Agreement
Transactional agreement between a
Buyer and Seller of Real Estate Property
Buyer maintains and will continue to
maintain adequate public liability
insurance coverage throughout the term
of this Agreement. Buyer’s indemnity
obligations as set forth herein will survive
termination of this Agreement.

N/A
Real Estate Sale Agreement Transactional agreement between a Buyer and Seller of Real Estate Property
At Close of Escrow (as defined below),
Seller will convey good and marketable
title to the Property to Buyer as
evidenced by an ALTA Non-Extended
Form Owners Policy of Title Insurance
(“Title Policy”), issued by the Title
Company in an amount equal to the
Purchase Price, and with endorsements
requested and paid for by Buyer, and
subject only to the Permitted Exceptions.

Seller will assign to Buyer all insurance
proceeds and the Purchase Price will be
reduced by the amount of any
deductible.

N/A
Reimbursement &
Indemnification Agreement
Reimbursement: to Reduce or avoid tax.

The benefit under a reimbursement
agreement can be the payment of
money, the transfer to property or an
estate, interest, right or power in or
over property or the provision of
services.

An Indemnity Agreement allows the
injured party to claim compensation or
reimbursement for the losses that are
suffered from the party that is liable to
make up for these damages

N/A N/A
Packet Page. 1570
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 85 of 99 Template Title Purposes Insurance Requirements Bonds
Reverse License Agreement the License Agreement to be entered into by Buyer and Seller at the Closing in
the form attached hereto as Exhibit B.

CITY, shall be lawfully self-insured with
minimum coverage limits as required by
LICENSOR as described in Exhibit “C”.

Prior to (i) entering the Licensed Property
or (ii) performing any work or
maintenance on the Facility, CITY shall
furnish LICENSOR with the insurance
endorsements and certificates in the
form and amounts specified in Exhibit
“C”, evidencing the existence, amounts
and coverage of the insurance required
to be maintained hereunder. LICENSOR
shall not be liable for the payment of any
premiums or assessments for insurance
required to be maintained by CITY under
this Agreement.

N/A
Reverse Right of Entry
Agreement
GRANTOR hereby grants to GRANTEE
and its agents, employees and
contractors the temporary nonexclusive right to enter onto the Property for the Project; provided,
however, that GRANTEE’s use of the
Property permitted hereunder shall not
interfere with the reasonable use and
enjoyment thereof by GRANTOR or any
tenants, occupants or persons claiming
through or under GRANTOR; and
provided further that all persons who
enter upon the Property pursuant to
this Right of Entry do so at their own
risk and shall comply with any and all
instructions and directions of GRANTOR.

N/A Bond
Right of Entry Agreement Employees and contractors the
temporary non-exclusive right to enter
onto Property solely for a project.
provided, however, that GRANTEE’s use
of the Property permitted hereunder
shall not interfere with the reasonable
use and enjoyment thereof by
GRANTOR or any tenants, occupants or
persons claiming through or under
GRANTOR; and provided further that all
persons who enter upon the Property
pursuant to this Right of Entry do so at
their own risk and shall comply with any
and all instructions and directions of
GRANTOR.

CGL $2mil per occ/$4 mil aggregate
Automobile $1 mil per occ
Workers Compensation $1 mil per occ
N/A
Short Form Construction
Contract
A short form agreement is legal
document that is used to procure small
renovation or construction services
from a contractor or construction
CGL $2mil per occ/$4 mil aggregate
Automobile $1 mil per occ
Workers Compensation $1 mil per occ
Builders’/All Risk
N/A
Packet Page. 1571
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 86 of 99 Template Title Purposes Insurance Requirements Bonds
company. The contract states who the
parties are, what work is to be
completed, and by what date the
project should be done.

Professional Liability Ins. $2 mill per occ.

Short Form Services
Agreement
It is intended for use in business-tobusiness transactions and is not suitable for use in consumer transactions.

CGL $2mil per occ/$4 mil aggregate
Automobile $1 mil per occ
Workers Compensation $1 mil per occ
Builders’/All Risk
Professional Liability Ins. $2 mill per occ.

N/A
Vendor Services Agreement A vendor service agreement is used whenever a business owner or an
individual hires a person or company to
provide services or products. Vendor
agreements are used in all sorts of
industries, including professional
services, technology, marketing, event
planning, and much more. A quality
vendor service agreement clearly states
the product or service the vendor will
provide and the expectations of the
deal from the beginning. It also lowers
the risk of dispute or confusion for
everyone involved.

A vendor service agreement should be
used for all types of events, including
farmer's markets, festivals, or fairs, to
ensure everyone benefits from the
experience. In a vendor agreement, the
conditions and expectations of the
service or product are clearly laid out.

CGL $2mil per occ/$4 mil aggregate
Automobile $1 mil per occ
Workers Compensation $1 mil per occ
Builders’/All Risk
Professional Liability Ins. $2 mill per occ.

Packet Page. 1572
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 87 of 99 Non-City Approved Agreements
Type of Agreement Definitions
Cooperative Agreements These are agreements between a government entity and a business, created in order to lower the cost of procuring goods and services that multiple entities commonly need.

1. Cal Procure: State Leveraged Procurement Agreements

2. OMNIA Partners

3. Sourcewell

4. NASPO

5. BuyBoard Purchasing Cooperative
Piggybacking When you use an existing contract to acquire the same commodities or services at the same or lower price from another public entity contract. Subject Matter Comparisons: The product or service acquired through piggybacking must be comparable to what your original acquisition needs, function, and goals are.

Single Source A procurement decision whereby purchases are directed to one source because of standardization, warranty, or other factors, even though other competitive sources may be available.

A department must demonstrate in detailed writing, to the Purchasing Agent that the purchase can only be obtained from a single source.

Note: This is a LEGAL requirement, not just an ordinance. This is to protect against any discrimination for ALL bidders, contractors.

We are ran by the public for the public.

Sole Source Is used only when there is only one qualified company that has developed a patent or copyright product or services; when the product or service is required immediately due to a pressing emergency; or it is not in the public’s interest to hold a competition.

Please contact purchasing to use the Single/Sole Source Justification Form when requesting to utilize a Single/Sole Source Procurement. See example below
Packet Page. 1573
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 88 of 99 City of San Bernardino
Finance Department, Purchasing Division

JUSTIFICATION OF SINGLE/SOLE SOURCE REQUEST
ITEM Description ________________________________ DATE__________ Select Source: ____Sole Source: Item is manufactured and/or only distributed by one vendor. ____Single Source: Item is available from several vendors, but item is the only one that will work Please answer all questions in detail, in order to prevent delays in the evaluation.

Please do not provide one sentence answers. If any additional pages are needed to answer all questions, please attach all pages to this document.

1. Why is the acquisition restricted to this good/service/supplier? (Explain why the acquisition cannot be competitively bid). Please enter answer below

2. Describe the uniqueness of the purchase (why was the good/service/supplier chosen?) Please enter the answer below

3. What are the consequences of not purchasing the goods/service or contracting with the proposed supplier?

4. What market research was conducted to substantiate the single source, including evaluation of other items considered?
a. (Please provide a narrative of your efforts to identify other similar or appropriate goods/services, including a summary of how the department concluded that such alternatives are either inappropriate or unavailable. The names, addresses and phone numbers of suppliers contacted and the reasons for not considering them must be included or an explanation of why the survey or effort to identify other goods/services was not performed.)

5. How was the price offered determined to be fair and reasonable? Explain what the basis was for comparison and include cost analyses as applicable. (I.e., Compared to vendor’s previous or current offer to the city or to another agency/company – or any other method of comparison that will substantiate fair and reasonable pricing in the absence of competition) Packet Page. 1574
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 89 of 99

6. Describe any cost savings realized or costs avoided by acquiring the goods/services from this supplier.

Signature Block Below
____________________ ___________ Department Head Date ____________________ _____________ Approved Not Approved Date (Up to $100,000)
Purchasing Manager
SSJ Justification: _______________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ Over $100,000 – must be submitted for City Council Approval with the Purchasing Manager in concurrence.

Packet Page. 1575
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 90 of 99 Please contact the City Clerk’s office if you have questions regarding the DocuSign Process for Agreement Signatures:

City Clerk requires: That only Finalized Agreement be uploaded to DocuSign. Before uploading an agreement to DocuSign, please forward the following Documents to your designated Buyer for review via email:

1. Drafted Agreement

2. Quote(s)

3. COI with waivers of Subrogation and Endorsements

4. W9 with wet signature and current date

5. City Business License
Packet Page. 1576
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 91 of 99 How to Calculate Cost Avoidances and Cost Savings for Procurement Projects Cost Savings vs. Cost Avoidance
- Cost-savings measures any actions that lower current spending, investment, or debt levels. They result in a tangible financial benefit for the organization. The amount of money saved as a result of these measures should always be reflected in the financial statements and next year’s budget. Actual cost savings should be visible in the financial statements compared to prior period; planned cost savings should be reflected in the budget. Examples of cost saving measures are:
o Reduction of overtime hours
o Elimination of temporary labor employees
o Negotiation of price decreases for products and services o Negotiation of a lower rental fee for facilities and equipment - Cost avoidance measures are any actions that avoid having to incur costs in the future.

They represent potential increases in costs that are averted through specific preemptive actions. These measures will never be reflected in the budget or the financial statements. Some examples of cost avoidance measures are:
o A reduction of a proposed price increase from a vendor o The elimination of the need for additional headcount through process improvements, or a change in maintenance schedules for critical equipment to avoid work stoppages.

Packet Page. 1577
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 92 of 99 How to Calculate a Cost Avoidance Example
Average Cost of Bids Submitted $ 1,000,000.00
Winning Bid $ 350,000.00
Average Cost of Bids - Subtracted from winning bid = Cost Avoidance $ 650,000.00 Divide Cost Avoidance/ Average cost of bids = Percentage of savings/avoidance for project 65%
How to Calculate a Basic Cost Savings Example
Cost used in previous project/services $ 55,000.00
Cost of new winning bid $ 46,000.00
Subtract previous cost from - new bid cost = New cost savings $ 9,000.00 Divide Cost Savings/ previous project cost = Percentage of new cost savings 16% Packet Page. 1578
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 93 of 99 Certificate of Insurance (COI):

All vendors are required to provide a COI for the services, materials and equipment that they are providing to the city. Insurance limits vary dependent upon the type of work and services that are being provided. The Current Insurance Limits for 2023 are the following:

Professional Services Agreements, Lessee Agreements & Vendor Agreements General Services will usually require a minimum amount such as CGL $2,000,000 per occ./$4,000,000 aggregate.

Professional Liability will usually require No less than $2,000,000 per occurrence or Claim, $2,000,000 aggregate.

Automobile Liability will usually require No less than $1,000,000 per accident for bodily injury and property damage.

Worker’s Compensation will usually require No less than $1,000,000 per accident for bodily injury or disease. Not required if consultant provides written verification, it has no employees.

Environmental Contractors and/or Consultants Agreements Commercial General Liability (CGL). No less than $2,000,000 per occ./$4,000,000 aggregate
Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

Automobile Liability will usually require No less than $1,000,000 per accident for bodily injury and property damage.

Worker’s Compensation will usually require No less than $1,000,000 per accident for bodily injury or disease. Not required if consultant provides written verification, it has no employees.

Construction Services Agreements
Commercial General Liability (CGL). No less than $5,000,000 per occ./ $10,000,000 aggregate.
o The higher limit is appropriate for general contractors on any new construction or major remodel projects. Subcontractors in areas of higher risk, such as electric, roofing, or plumbing work, should have limits above the standard minimum of $2 million.

Automobile Liability. No less than $5,000,000 per accident for bodily injury and property damage.

Packet Page. 1579
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 94 of 99 Worker’s Compensation will usually require No less than $1,000,000 per accident for bodily injury or disease. Not required if consultant provides written verification, it has no employees.

Builder’s Risk. (Course of Construction) insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions.

Professional Liability. No less than $2,000,000 per occurrence or Claim, $2,000,000 aggregate.

Contractors’ Pollution Legal Liability. And/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

Aviation and Cyber Liability Insurance (May be required):
o Unmanned Aerial Systems (UAS) – aka “Drones”, has determined that drones are “currently the most dynamic growth sector in Aviation.
o Amount of Insurance Needed:

Typically, liability limits may be purchased on a combined single limit basis at $500,000, $1,000,000 and $2,000,000 and higher depending on insurance company and/or requirement.

Design/Build Contracts (Professional Liability). For contracts with construction risk, there is added coverage requirements for professional liability. It is necessary for “design/build” contracts where the contractor is expected to provide engineering and architectural services.

Please note that Bonds may be required such as: Surety Bonds, Bid Bonds, Performance Bonds, Payment Bonds, Subdivision or Completion Bonds. Please review the contract template and/or contact the City Attorney to verify if there is a requirement for Bonds.

Professional Software Services Agreements and may be required for other types of agreements.

General Services will usually require a minimum amount such as CGL $2,000,000 per occ./$4,000,000 aggregate.

Professional Liability will usually require No less than $2,000,000 per occurrence or Claim, $2,000,000 aggregate.

Automobile Liability will usually require No less than $1,000,000 per accident for bodily injury and property damage.

Worker’s Compensation will usually require No less than $1,000,000 per accident for bodily injury or disease. Not required if consultant provides written verification, it has no employees.

Packet Page. 1580
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 95 of 99 Cyber Liability with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate
o Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor/Contractor/Operator in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction electronic information, release of private information, alteration of electronic information, extortion and network security.

This policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit expenses with limit sufficient to respond to these obligations.

Packet Page. 1581
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 96 of 99 Packet Page. 1582
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 97 of 99 Packet Page. 1583
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 98 of 99 Packet Page. 1584
City of San Bernardino | Purchasing Manual
Form# PURCH-100 Purchasing Guidelines and Procedures Rev. April 18, 2023 Page 99 of 99 Packet Page. 1585
1 PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF SAN BERNARDINO

AND ONSITE COMPUTING INC
This Agreement is made and entered into as of November 20, 2024, by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, CA 92401 (“City”), and Onsite Computing Inc, a Corporation with its principal place of business at 495 E Rincon St #206 Corona CA 92879 (hereinafter referred to as “Consultant”). City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties.”

RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:

Land Management System Data Conversion (hereinafter referred to as “the Project”).

B. Consultant is duly licensed and has the necessary qualifications to provide such services.

C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

AGREEMENT

1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference.

2. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit A.

3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement.

4. Compensation.
a. Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A.” b. In no event shall the total amount paid for services rendered by Packet Page. 1586
2 Consultant under this Agreement exceed the sum of $517,000.00 ($470,000.00 plus a 10% contingency). This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within fortyfive (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.

5. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
a. Adjustments. No retroactive price adjustments will be considered.

Additionally, no price increases will be permitted during the first year of this Agreement, unless agreed to by City and Consultant in writing.

6. Term. This Agreement shall commence on the Effective Date and continue through January 31, 2027, unless the Agreement is previously terminated as provided for herein (“Term”).

7. Maintenance of Records; Audits.
a. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date.
b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.

8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term.

9. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Packet Page. 1587
3 Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay.
c. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

10. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies.
c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.

11. Standard of Care. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant’s performance shall conform in all material respects to the requirements of the Scope of Work

12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City.

Packet Page. 1588
4 13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business.

14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.

15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law.

Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance.

16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured
The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. b. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City.

Packet Page. 1589
5 (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:

Insurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX)
exclusion deleted
(7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured.
c. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).

Packet Page. 1590
6 (iii) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. e. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. f. Privacy/Network Security (Cyber)
At all times during the performance of the work under this Agreement, the Consultant shall maintain privacy/network security insurance for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and the (4) introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City.
g. Aviation and/or Drone Liability - Not Applicable
Packet Page. 1591
7 At all times during the performance of the work under this Agreement, the Consultant shall maintain Aviation and/or Drone Liability insurance for bodily injury and property damage, in a form and with insurance companies acceptable to the City. h. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:

Combined Single Limit
Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal
injury, and property damage
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage
Employer’s Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
Cyber Liability $1,000,000 per occurrence and
aggregate
Aviation and/or Drone Liability $1,000,000 per occurrence limit Not Applicable
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement.
i. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional Packet Page. 1592
8 insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. j. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. k. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:

Packet Page. 1593
9 (1) Each such policy shall be from a company or
companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
l Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. m. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.

17. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, Packet Page. 1594
10 employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project, or this Agreement, including without limitation the payment of all damages, expert witness fees, attorneys’ fees and other related costs and expenses. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or authorized volunteers. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement. b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

18. California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).

If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements.

19. Verification of Employment Eligibility. By executing this Agreement, Packet Page. 1595
11 Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.

20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California.

21. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days’ written notice to Consultant.

In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.

22. Attorneys’ Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney’s Office in enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the purposes of this Agreement.

23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant’s professional services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the Packet Page. 1596
12 matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction.

24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect.

25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

26. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.

27. Organization. Consultant shall assign Frank Barbarossa as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.

28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above.

29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof:

CITY:

City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: Rochelle Clayton, City Manager
With Copy To:

City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: City Attorney
CONSULTANT:

Onsite Computing Inc
495 E Rincon St #206
Corona CA 92879
Attn: Frank Barbarossa, Founder &
CEO

30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.

31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant Packet Page. 1597
13 for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

32. Entire Agreement. This Agreement, including Exhibit “A,” represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This is an integrated Agreement.

33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect.

34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.

35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance.

No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

36. Time of Essence. Time is of the essence for each and every provision of this Agreement.

37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement.

Packet Page. 1598
14 39. City’s Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.

40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement.

42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement.

43. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.

44. Disciplinary Actions in Phases for Non-Performance. Failure for Consultant to perform its obligations under this Agreement or comply with the Performance Indicators may result in disciplinary action as follows:
(i) Informal Warning (Written or Verbal). Consultant is given a warning in regards to non-performance. If a verbal warning is issued, it will be confirmed with an electronic correspondence to the Consultant.
(ii) Formal Written Warning. A formal written warning is issued to Consultant pursuant to Section 29 of this Agreement. Consultant must respond within 5 to 10 days of receipt of the formal warning. Upon response from the Consultant, Consultant shall be provided a reasonable time to make corrections to their performance.

This time period
(iii) Formal Penalty Issued. A penalty of 15% of the Consultant’s current invoice amount or annual contract amount is deducted for non-performance after previous warnings have been issued.

Packet Page. 1599
15 (iv) Termination of Contract. If the performance has not been corrected after all warnings and previous penalties have been exhausted, City may terminate the contract pursuant to Section 21 of this Agreement. [SIGNATURES ON FOLLOWING PAGE]
Packet Page. 1600
16 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF SAN BERNARDINO

AND ONSITE COMPUTING INC
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF SAN BERNARDINO
APPROVED BY:

Rochelle Clayton
City Manager
ATTESTED BY:

Genoveva Rocha, CMC
City Clerk
APPROVED AS TO FORM:

Best Best & Krieger LLP
City Attorney

ONSITE COMPUTING INC
Signature
Name
Title
Packet Page. 1601
17 EXHIBIT A

SCOPE OF SERVICES
Current
Application
Conversion Estimated #
of Records
Years of
Retention
Requested
ESRI ArcGIS Address/Parcel Records 76,000 5 Years
PermitsPlus Address/Parcel Records 70,000 5 Years
PermitsPlus Active Planning Projects N/A 5 Years
PermitsPlus Active Permit Applications N/A 5 Years
PermitsPlus Planning Projects 45,000 5 Years
PermitsPlus Public Works Land Development
Projects
2,000 5 Years
PermitsPlus Building Permit Records 125,000 5 Years
PermitsPlus Public Works Permit Records 50,000 5 Years
PermitsPlus Building Inspections 560,000 5 Years
PermitsPlus Public Works Inspections 80,000 5 Years
PermitsPlus Permits and Projects Attachments N/A 5 Years PermitsPlus Entities (contractors / architects) 20,000 5 Years Go Enforce Active Code Cases 2,333 5 Years
Go Enforce Code Enforcement Cases 2,333 5 Years
Go Enforce Case Attachments (Each case has
a folder)
2,333+ 5 Years
Go Gov Active CRM Cases 150 5 Years
Go Gov CRM Cases 23,000 5 Years
Go Gov CRM Attachment (Each CRM has a
folder associated with it)
23,000 + 5 Years
Progressive
Solutions
Active Business Licenses 25,000 5 Years
Progressive
Solutions
Total Business Licenses 25,000 5 Years
Progressive
Solutions
License Attachments N/A 5 Years
Packet Page. 1602
1 PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF SAN BERNARDINO

AND WILLDAN ENGINEERING
This Agreement is made and entered into as of November 20, 2024, by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, CA 92401 (“City”), and Willdan Engineering, a Corporation with its principal place of business at 650 E. Hospitality Lane, Suite 400 San Bernardino, CA 92408 (hereinafter referred to as “Consultant”). City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties.”

RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:

Supplemental Staffing for Land Management System Migration (hereinafter referred to as “the Project”).

B. Consultant is duly licensed and has the necessary qualifications to provide such services.

C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

AGREEMENT

1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference.

2. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit A.

3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement.

4. Compensation.
a. Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A.” Packet Page. 1603
2 b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $448,800.00. This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses.

Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction.

City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.

5. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
a. Adjustments. No retroactive price adjustments will be considered.

Additionally, no price increases will be permitted during the first year of this Agreement, unless agreed to by City and Consultant in writing.

6. Term. This Agreement shall commence on the Effective Date and continue through December 31, 2026, unless the Agreement is previously terminated as provided for herein (“Term”).

7. Maintenance of Records; Audits.
a. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date.
b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.

8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term.

9. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Packet Page. 1604
3 Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay.
c. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

10. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies.
c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.

11. Standard of Care. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant’s performance shall conform in all material respects to the requirements of the Scope of Work

12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City.

Packet Page. 1605
4 13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business.

14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.

15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law.

Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance.

16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured
The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. b. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City.

Packet Page. 1606
5 (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:

Insurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX)
exclusion deleted
(7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured.
c. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).

Packet Page. 1607
6 (iii) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. e. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. f. Privacy/Network Security (Cyber)
At all times during the performance of the work under this Agreement, the Consultant shall maintain privacy/network security insurance for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and the (4) introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City.
g. Aviation and/or Drone Liability - Not Applicable
Packet Page. 1608
7 At all times during the performance of the work under this Agreement, the Consultant shall maintain Aviation and/or Drone Liability insurance for bodily injury and property damage, in a form and with insurance companies acceptable to the City. h. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:

Combined Single Limit
Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal
injury, and property damage
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage
Employer’s Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
Cyber Liability $1,000,000 per occurrence and
aggregate
Aviation and/or Drone Liability $1,000,000 per occurrence limit Not Applicable
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement.
i. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional Packet Page. 1609
8 insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. j. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. k. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:

Packet Page. 1610
9 (1) Each such policy shall be from a company or
companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
l Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. m. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.

17. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, Packet Page. 1611
10 employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project, or this Agreement, including without limitation the payment of all damages, expert witness fees, attorneys’ fees and other related costs and expenses. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or authorized volunteers. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement. b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

18. California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).

If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements.

19. Verification of Employment Eligibility. By executing this Agreement, Packet Page. 1612
11 Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.

20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California.

21. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days’ written notice to Consultant.

In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.

22. Attorneys’ Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney’s Office in enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the purposes of this Agreement.

23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant’s professional services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the Packet Page. 1613
12 matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction.

24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect.

25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

26. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.

27. Organization. Consultant shall assign Frank Barbarossa as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.

28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above.

29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof:

CITY:

City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: Rochelle Clayton, City Manager
With Copy To:

City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: City Attorney
CONSULTANT:

Willdan Engineering
650 E. Hospitality Lane, Suite 400
San Bernardino, CA 92408

30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.

31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant Packet Page. 1614
13 for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

32. Entire Agreement. This Agreement, including Exhibit “A,” represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This is an integrated Agreement.

33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect.

34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.

35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance.

No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

36. Time of Essence. Time is of the essence for each and every provision of this Agreement.

37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement.

Packet Page. 1615
14 39. City’s Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.

40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement.

42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement.

43. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.

44. Disciplinary Actions in Phases for Non-Performance. Failure for Consultant to perform its obligations under this Agreement or comply with the Performance Indicators may result in disciplinary action as follows:
(i) Informal Warning (Written or Verbal). Consultant is given a warning in regards to non-performance. If a verbal warning is issued, it will be confirmed with an electronic correspondence to the Consultant.
(ii) Formal Written Warning. A formal written warning is issued to Consultant pursuant to Section 29 of this Agreement. Consultant must respond within 5 to 10 days of receipt of the formal warning. Upon response from the Consultant, Consultant shall be provided a reasonable time to make corrections to their performance.

This time period
(iii) Formal Penalty Issued. A penalty of 15% of the Consultant’s current invoice amount or annual contract amount is deducted for non-performance after previous warnings have been issued.

Packet Page. 1616
15 (iv) Termination of Contract. If the performance has not been corrected after all warnings and previous penalties have been exhausted, City may terminate the contract pursuant to Section 21 of this Agreement. [SIGNATURES ON FOLLOWING PAGE]
Packet Page. 1617
16 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF SAN BERNARDINO

AND WILLDAN ENGINEERING
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF SAN BERNARDINO
APPROVED BY:

Rochelle Clayton
City Manager
ATTESTED BY:

Genoveva Rocha, CMC
City Clerk
APPROVED AS TO FORM:

Best Best & Krieger LLP
City Attorney

WILLDAN ENGINEERING
Signature
Name
Title
Packet Page. 1618
17 EXHIBIT A

SCOPE OF SERVICES
A. Civil Engineering Design
Designs for street construction (widening/reduction), pavement projects (rehabilitation, reconstruction, median additions, ADA compliant sidewalks and walkways, and ADA compliant access ramp projects.

Designs of infrastructure such as: wastewater pump/lift station, wastewater force main pipeline, gravity pipelines, rehabilitation of Packet Page. 1619
18 existing gravity and force main pipes. Preparation of wastewater hydraulic analysis and modeling
Designs storm drain infrastructure such as: storm drain pipeline and ancillary structures, detention retention basin, and rehabilitation of existing storm drain pipes. Preparation of hydrology and hydraulic studies, Master Drainage studies, Water-Quality Master Plan (WQMP) and Storm Water Pollution Prevention Plan (SWPPP).Design and implementation of quiet zone infrastructures and devices at railroad crossings such as a 4 Quadrant Crossing Gate.

B. Traffic Control
Provide engineering design services for new or modified traffic signals, traffic control, signage and striping, lighting, signal interconnect (hardwire or fiber optic cable), preparation of Signal Timing Plans and Traffic Impact Studies, and any other traffic engineering related designs.

C. Structural Engineering
Provide structural calculations and design of retaining wall structure, soil stabilization retaining structure, parking lot and street light foundation, bridge foundation for various types of bridge construction such as prefabricated bridges along with construction shoring.

Provide structural inspection and analysis of existing buildings, newly constructed buildings, life cycle analysis of existing structures, parking structures, along with many other structural related designs.

D. Environmental Consulting
Prepare Initial Study Document.

Prepare environmental documents and technical studies in accordance with the California Environmental Quality Act (CEQA).

Preparation of environmental documents and technical studies in accordance with the National Environmental Policy Agency (NEPA).

Provide environmental monitoring services during construction and other related environmental services.

E. Geotechnical Engineering
Perform geotechnical investigation to include site evaluation and slope stability analysis.

Packet Page. 1620
19 Prepare geotechnical studies, environmental site assessments, and seismic analysis.

Provide soils inspection, compaction testing, and materials testing services to include field and laboratory testing of materials to serve as quality assurance on construction projects in accordance with project contract documents and applicable International Code Council (ICC), Construction by Configuration (CBC), American Society for Testing and Materials (ASTM), American Concrete Institute (ACI), American Association of State Highway and Transportation Officials (AASHTO), AWS standards, codes, city ordinances, regulations, laws, and common industry practices.

F. Survey
Collect existing ground elevation and topographic features.

Provide targets for aerial survey.

Provide construction staking for Public Works Capital Improvement Projects.

Tie out existing monuments and re-establish monuments pre and postconstruction.

Prepare legal description and accompany plat for easements, Right-ofWay acquisition, and Right-of-Way dedication.

G. Landscaping Consulting Services
Architect Consulting firms to provide landscape design and irrigation for street medians, City buildings and parkways.

H. Inspection and Management of Construction Projects
Provide Construction Inspection and Management services for the construction of Capital Improvement Projects such as: pavement construction projects, street widening, concrete sidewalk repair, street median additions, ADA sidewalk and ramp construction, sewer and storm drainpipe installation and rehabilitation, sewer and storm drain pump station rehabilitation and construction, and parking structure rehabilitation and new construction.

I. Project Management/Staff Augmentation
Provide services of leading a work team to achieve all projects goals within the specified constraints.

Packet Page. 1621
20 Planning, organizing, managing the completion of the project, while ensuring that it delivers the expected results on time, on budget and within a specific scope of services.

Provide staffing services for filling short term project positions for Public Works on-call civil engineering design services.

Packet Page. 1622
1 PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF SAN BERNARDINO
AND CSG CONSULTANTS, INC.

This Agreement is made and entered into as of November 20, 2024, by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, CA 92401 (“City”), and CSG Consultants, Inc., a corporation with its principal place of business at 550 Pilgrim Drive, Foster City, CA. 94404 (hereinafter referred to as “Consultant”). City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties.”

RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:

Supplemental Staffing for Land Management System Migration (hereinafter referred to as “the Project”).

B. Consultant is duly licensed and has the necessary qualifications to provide such services.

C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

AGREEMENT

1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference.

2. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit A.

3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement.

4. Compensation.
a. Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A.” Packet Page. 1623
2 b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $448,800.00. This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses.

Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction.

City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.

5. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
a. Adjustments. No retroactive price adjustments will be considered.

Additionally, no price increases will be permitted during the first year of this Agreement, unless agreed to by City and Consultant in writing.

6. Term. This Agreement shall commence on the Effective Date and continue through December 31, 2026, unless the Agreement is previously terminated as provided for herein (“Term”).

7. Maintenance of Records; Audits.
a. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date.
b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.

8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term.

9. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Packet Page. 1624
3 Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay.
c. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

10. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies.
c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.

11. Standard of Care. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant’s performance shall conform in all material respects to the requirements of the Scope of Work

12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City.

Packet Page. 1625
4 13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business.

14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.

15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law.

Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance.

16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured
The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. b. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City.

Packet Page. 1626
5 (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:

Insurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX)
exclusion deleted
(7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured.
c. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).

Packet Page. 1627
6 (iii) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. e. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. f. Privacy/Network Security (Cyber)
At all times during the performance of the work under this Agreement, the Consultant shall maintain privacy/network security insurance for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and the (4) introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City.
g. Aviation and/or Drone Liability - Not Applicable
Packet Page. 1628
7 At all times during the performance of the work under this Agreement, the Consultant shall maintain Aviation and/or Drone Liability insurance for bodily injury and property damage, in a form and with insurance companies acceptable to the City. h. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:

Combined Single Limit
Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal
injury, and property damage
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage
Employer’s Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
Cyber Liability $1,000,000 per occurrence and
aggregate
Aviation and/or Drone Liability $1,000,000 per occurrence limit Not Applicable
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement.
i. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional Packet Page. 1629
8 insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. j. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. k. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:

Packet Page. 1630
9 (1) Each such policy shall be from a company or
companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
l Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. m. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.

17. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, Packet Page. 1631
10 employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project, or this Agreement, including without limitation the payment of all damages, expert witness fees, attorneys’ fees and other related costs and expenses. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or authorized volunteers. Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement. b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant in the performance of the services or this Agreement, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

18. California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).

If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements.

19. Verification of Employment Eligibility. By executing this Agreement, Packet Page. 1632
11 Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.

20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California.

21. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days’ written notice to Consultant.

In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.

22. Attorneys’ Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney’s Office in enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the purposes of this Agreement.

23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant’s professional services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the Packet Page. 1633
12 matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction.

24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect.

25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

26. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.

27. Organization. Consultant shall assign Frank Barbarossa as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.

28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above.

29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof:

CITY:

City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: Rochelle Clayton, City Manager
With Copy To:

City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: City Attorney
CONSULTANT:

CSG Consultants, Inc.
550 Pilgrim Drive
Foster City, CA 94404
Attn: Salem Garawi, Senior Engineer

30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.

31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant Packet Page. 1634
13 for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

32. Entire Agreement. This Agreement, including Exhibit “A,” represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This is an integrated Agreement.

33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect.

34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.

35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance.

No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

36. Time of Essence. Time is of the essence for each and every provision of this Agreement.

37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement.

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14 39. City’s Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.

40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement.

42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement.

43. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.

44. Disciplinary Actions in Phases for Non-Performance. Failure for Consultant to perform its obligations under this Agreement or comply with the Performance Indicators may result in disciplinary action as follows:
(i) Informal Warning (Written or Verbal). Consultant is given a warning in regards to non-performance. If a verbal warning is issued, it will be confirmed with an electronic correspondence to the Consultant.
(ii) Formal Written Warning. A formal written warning is issued to Consultant pursuant to Section 29 of this Agreement. Consultant must respond within 5 to 10 days of receipt of the formal warning. Upon response from the Consultant, Consultant shall be provided a reasonable time to make corrections to their performance.

This time period
(iii) Formal Penalty Issued. A penalty of 15% of the Consultant’s current invoice amount or annual contract amount is deducted for non-performance after previous warnings have been issued.

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15 (iv) Termination of Contract. If the performance has not been corrected after all warnings and previous penalties have been exhausted, City may terminate the contract pursuant to Section 21 of this Agreement. [SIGNATURES ON FOLLOWING PAGE]
Packet Page. 1637
16 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF SAN BERNARDINO
AND CSG CONSULTANTS, INC.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF SAN BERNARDINO
APPROVED BY:

Rochelle Clayton
City Manager
ATTESTED BY:

Genoveva Rocha, CMC
City Clerk
APPROVED AS TO FORM:

Best Best & Krieger LLP
City Attorney
CSG CONSULTANTS, INC.

Signature
Name
Title
Packet Page. 1638
17 EXHIBIT A

SCOPE OF SERVICES

1. Civil Engineering Design
- Designs for street construction (widening/reduction), pavement projects (rehabilitation, reconstruction, median additions, ADA compliant sidewalks and walkways, and ADA compliant access ramp projects.
- Designs of infrastructure such as: wastewater pump/lift station, wastewater force main pipeline, gravity pipelines, rehabilitation of existing gravity and force main pipes. Preparation of wastewater hydraulic analysis and modeling.
- Designs storm drain infrastructure such as: storm drain pipeline and ancillary structures, detention retention basin, and rehabilitation of existing storm drain pipes. Preparation of hydrology and hydraulic studies, Master Drainage studies, Water-Quality Master Plan (WQMP) and Storm Water Pollution Prevention Plan (SWPPP). Design and implementation of quiet zone infrastructures and devices at railroad crossings such as a 4 Quadrant Crossing Gate.

2. Environmental Services
- Prepare Initial Study Document
- Prepare environmental documents and technical studies in accordance with California Environmental Quality Act (CEQA).
- Preparation of environmental documents and technical studies in accordance with National Environmental Policy Agency (NEPA). - Provide environmental monitoring services during construction and other related environmental services.

3. Project Management/Staff Augmentation
- Provide services of leading a work team to achieve all project goals within specified constraints.
- Planning, organizing, managing the completion of a project, while ensuring that it delivers the expected results on time, on budget and within a specific scope of services.
- Provide staffing services for filling short-term project positions for Public Works on-call civil engineering design services.

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1 PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF SAN BERNARDINO

AND RICK ENGINEERING COMPANY
This Agreement is made and entered into as of November 20, 2024, by and between the City of San Bernardino, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, CA 92401 (“City”), and Rick Engineering Company, a corporation with its principal place of business at 1770 Iowa Avenue, Riverside, CA 92507 (hereinafter referred to as “Consultant”). City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties.”

RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:

Supplemental Staffing for Land Management System Migration (hereinafter referred to as “the Project”).

B. Consultant is duly licensed and has the necessary qualifications to provide such services.

C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

AGREEMENT

1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference.

2. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit A.

3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement.

4. Compensation.
a. Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A.” Packet Page. 1640
2 b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $448,800.00. This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses.

Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction.

City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.

5. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
a. Adjustments. No retroactive price adjustments will be considered.

Additionally, no price increases will be permitted during the first year of this Agreement, unless agreed to by City and Consultant in writing.

6. Term. This Agreement shall commence on the Effective Date and continue through December 31, 2026, unless the Agreement is previously terminated as provided for herein (“Term”).

7. Maintenance of Records; Audits.
a. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date.
b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.

8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term.

9. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Packet Page. 1641
3 Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay.
c. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

10. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies.
c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.

11. Standard of Care. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant’s performance shall conform in all material respects to the requirements of the Scope of Work

12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City.

Packet Page. 1642
4 13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business.

14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.

15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law.

Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance.

16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured
The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. b. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City.

Packet Page. 1643
5 (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:

Insurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX)
exclusion deleted
(7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured.
c. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).

Packet Page. 1644
6 (iii) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. e. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. f. Privacy/Network Security (Cyber)
At all times during the performance of the work under this Agreement, the Consultant shall maintain privacy/network security insurance for: (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and the (4) introduction, implantation or spread of malicious software code, in a form and with insurance companies acceptable to the City.
g. Aviation and/or Drone Liability - Not Applicable
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7 At all times during the performance of the work under this Agreement, the Consultant shall maintain Aviation and/or Drone Liability insurance for bodily injury and property damage, in a form and with insurance companies acceptable to the City. h. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:

Combined Single Limit
Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal
injury, and property damage
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage
Employer’s Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
Cyber Liability $1,000,000 per occurrence and
aggregate
Aviation and/or Drone Liability $1,000,000 per occurrence limit Not Applicable
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement.
i. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional Packet Page. 1646
8 insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. j. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. k. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:

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9 (1) Each such policy shall be from a company or
companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
l Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. m. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.