Agenda packet — City Council and Authorities Concurrent, October 8, 2024 (part 2 of 10)

practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.

C. Enforcement

1. City shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.

2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.

3. The City is not obligated to make any payment due to Contractor until Contractor has performed all of its obligations under these provisions. This provision means that City can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the City despite Contractor’s failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Addendum.

City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements. These penalties are up to $200 per day per worker for each wage violation identified;
$100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.

Agreement with Interwest Consulting Group/Exhibit D-Labor Compliance Rev. 07-01-18

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Agreement with Zoon Engineering
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EBIX Insurance No. S200005454

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

ZOON ENGINEERING

PREAMBLE

This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Zoon Engineering, a California corporation (Consultant). City and Consultant may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”;
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses, and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
Exhibit D – Labor Compliance Addendum (if applicable)
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the Agreement with Zoon Engineering
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event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall commence as of the Effective Date of the Agreement and terminate on November 30, 2027. The Effective Date shall be the date the City executes this Agreement.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.

4. WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based.

Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.

5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor’s representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is Three Hundred Thousand Dollars ($300,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

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7. TERMINATION
Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days’ prior written notice to Contractor.

Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.

Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.

8. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.

Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.

9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.

10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement.

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

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12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Contractor’s Services hereunder.

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement – including claims of any kind by Contractor’s employees or persons contracting with Contractor to perform any portion of the Scope of Services – and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

B. Contractor’s obligation to protect, defend, indemnify, and hold harmless in full City and City’s employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other Agreement with Zoon Engineering
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agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act (“Act”) and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor’s responsibilities under the Act.

15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.

16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City’s review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:

City of Santa Clara
Attention: Public Works Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected], and
[email protected]

And to Contractor addressed as follows:

Zoon Engineering
3960 Adeline Street #3
Emeryville, CA 94608
Attention: Nabil Hissen
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given. An e- mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

Agreement with Zoon Engineering
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18. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Contractor’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter

2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section

3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered.

Additionally Contractor has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

20. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.

21. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City’s name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.

23. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.

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24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.

25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.

The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:

GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”

ZOON ENGINEERING
a California corporation
Dated:

By (Signature):

Name: Nabil Hissen
Title: President
Principal Place of
Business Address: 3960 Adeline Street #3, Emeryville, CA 94608 Email Address: [email protected]
Telephone: (925) 451-1585
Fax:
“CONSULTANT”
August 21, 2024

Agreement with Zoon Engineering/Exhibit A-Scope of Services Rev. 07-01-18
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8 EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are set forth below.

GENERAL:

Consultant shall communicate and coordinate with the City review team and report to the designated City representative.

Consultant shall meet with City, other third-party consultant(s), developers, and their design consultants.

Consultant shall review developers’ plans specific to their proposed service area (see Section 3 below).

Consultant shall inspect developers’ public and private improvements.

Consultant shall provide construction management as required.

2. SERVICE AREAS:

2.1 Consultant shall review developers’ public improvement plans by utilizing efficient use of the public right-of-way and utility easements and constructability; provide plan check review comments, recommendations, and action items summary, this also includes reviewing plan revisions as they are submitted to the City for approval during construction.

2.2 Consultant shall review plan and profile underground storm drain and sanitary sewer systems, including positions of manholes; laterals; catch basins; cleanouts; and related facilities.

2.3 Consultant shall review plans for conflicts and inclusion of underground joint trench and other public utilities (gas, telecom, etc.) and inspection.

2.4 Consultant shall provide structural review of bridges, foundations, footings, retaining walls, including geotechnical reports etc., including any necessary quality insurance on special inspection(s).

2.5 Consultant shall review signing/striping, and construction phase traffic control plans.

2.6 Consultant shall provide Public Works Field Inspection services for developer projects including, but not limited to, verification of the Contractor’s compliance with the City approved plans, City standard details and specifications; ensuring the quality of work (via materials testing or other means as necessary); coordination with City departments, other public agencies, and various utilities; maintaining daily reports of work done, contractor’s staff, equipment, weather, etc.; and monitoring of construction impacts and safety of construction operations in the City right-of-way, develop punch list items when the work is substantially complete, and interact with the public.

Agreement with Zoon Engineering/Exhibit A-Scope of Services Rev. 07-01-18
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9 2.7 Consultant shall provide construction management services as required including, but not limited to, processing requests for information and submittals, and signing- off on encroachment permits (indicating all the work has been completed in compliance with City requirements).

2.8 Consultant shall review and approve developers’ record drawings that show what was actually constructed for City records.

3. PROCEDURE FOR SERVICE ORDERS

3.1 City will provide a description of the desired Work to be performed by Contractor. City will indicate to Contractor if any City staff (part-time or full- time) is available to participate in delivering the Work. (Refer to Section 3 below regarding staffing coordination.)

3.2 Contractor will prepare a written service order proposal in accordance with the City’s request. Contractor shall consider and incorporate into the proposal any City input regarding City staffing availability to participate in the delivery of the Work. The proposal must include, but is not limited to, the following:

3.2.1 The proposed scope of Work;

3.2.2 The name and assignment of each of Contractor’s professional employees who will be principally responsible for performing the Work;

3.2.3 A time schedule and total cost for providing the Work; and

3.2.4 Any other information requested by the City.

3.3 City will review and provide comments to Contractor. Or, City will accept Contractor’s written proposal without comments.

3.4 If the City provides comments on Contractor’s proposal, Contractor shall revise the proposal to address City’s comments.

3.5 Once the Contractor and the City agree on the terms of the proposed Service Order, the City will prepare the final (“Approved Service Order”).

3.6 Contractor will be authorized to proceed with the Work under the Approved Service Order upon notification by the City that the Approved Service Order has been executed by the City or at some later date as designated by the City in writing.

4. STAFFING IN COORDINATION WITH CITY FOR FIELD INSPECTION

The City may be in a position to have City staff perform some of the Agreement with Zoon Engineering/Exhibit A-Scope of Services Rev. 07-01-18
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10 responsibilities of the construction management and inspection team for a specified scope of services. The City staff may be either part-time or full-time.

Contractor should therefore anticipate the possibility that City staff will need to be integrated into the construction management and inspection team. This will necessarily displace Contractor staff for these functions. All staffing considerations and decisions are anticipated to be a collaborative effort between the City and Contractor; however, in case of a dispute, the City shall have final decision authority regarding staffing for the scope of services. If the City indicates that no City staffing support is available, the Contractor will be requested to propose on a complete team to perform all of the desired scope of services.

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EXHIBIT B

SCHEDULE OF RATES AND CHARGES

This Exhibit B sets forth Contractor’s rates that apply to any services provided in an Approved Service Order. The rates shall remain fixed for the term of the agreement.

The hourly rates are inclusive of all incidental costs, including but not limited to, travel time, vehicle costs, materials, equipment, administration and overhead.

CLASSIFICATION Direct Rate Billing Rate
Project Manager $90.00-$100.00 $257.67-$286.30
Assistant Project Manager $75.00-$95.00 $187.69-$237.74 Civil Inspector $60.00 -$85.00 $150.15-$212. 72
Electrical Inspector $60.00-$85.00 $150.15-$212. 72
Office Engineer $50.00 -$70.00 $125.13-$175.18
The followi ng rate schedule provides full billing rates for all staff proposed in this proposal th rough 2027 . Please note that fu ll bill rates include vehicles, equipment, comp uter devices and commu nications costs. Escalation of 3% is used for years following base year of 2024-2025.

Direct Audited Full Billing Rates
Name Project Role Fee 07-2024 07-2025 07-2026 Rates OH 06-2025 06-2026 06-2027 Nabil Hissen. PE Pie/Resident Engineer $ 105.00 127.26% 10% $ 262.49 $ 270.36 $ 278.47 Saeed Shahmirzai, PE Resident Engineer $ 105.00 127.26% 10% $ 262.49 $ 270.36 $ 278.47 Anthony Gory!, PE Resident Engineer $ 78.45 127.26% 10% $ 196.11 $ 202 .00 $ 208.06 Ernest Klock, PE Resident Engineer $ 95.77 127.26% 10% $ 239.41 $ 246.59 $ 253.99 Craig Parmley Resident Engineer $ 105.00 127.26% 10% $ 262.49 $ 270.36 $ 278.47 Brian MacRae Sr. Construction Inspector $ 80.77 127.26% 10% $ 201.91 $ 207.97 $ 214.21 Mirza Baig Construction Inspector $ 60.90 127.26% 10% $ 152.24 $ 156.81 $ 161.51 Jeremy McKenna Construction Inspector $ 60.00 127.26% 10% $ 149.99 $ 154.49 $ 159.13 Kewan Khorassani Construction Inspector $ 60.90 127.26% 10% $ 152.24 $ 156.81 $ 161.51 Rickv Santos Electrical Inspector $ 70.16 127.26% 10% $ 175.39 $ 180.65 $ 186.07 Gerald Duby Electrical Inspector $ 69.66 127.26% 10% $ 174.14 $ 179.36 $ 184.75 Dana Hissen Office Engineer $ 62.46 127.26% 10% $ 156.14 $ 160.83 $ 165.65 Yong Lee Scheduler $ 99.23 127.26% 10% $ 248.06 $ 255.50 $ 263.17 Agreement with Zoon Engineering/Exhibit B-Schedule of Rates and Charges Rev. 07-01-18

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Invoicing:

1. If an Approved Service Order requires invoicing to be generated in a timesheet format, Contractor shall provide information for each Contractor staff person including name and position title (i.e. relevant role with respect to work performed under the service order). Position hourly rates shall comply with the rates included in the table above.

In addition, the itemization on each monthly invoice shall set forth the amount of time (recorded in quarter hours) for each employee, the name of the employee and a description of each task performed. After setting forth the time spent on a daily basis, the itemization will provide a summary, at its end, of the total hours spent by each employee for the month, the hourly rate charged for that employee, and the total value of the service rendered by that employee for the month. The amount billed for Work shall then be determined by adding the value for the Work rendered by each employee for that particular month.

2. If an Approved Service Order requires invoicing to be generated in a progress or percent complete format, Contractor shall provide information describing in detail the services performed and how those services correlate to the percent complete. The detailed descriptions shall be for each category of services as identified in the Approved Service Order.

3. Within thirty (30) days of receipt of an itemized written invoice from the Contractor, City shall pay Contractor the amount billed for Work performed under the Approved Service Order during that billing period.

Agreement with Zoon Engineering/Exhibit C-Insurance Requirements Rev. 07-01-18
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13 EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Contractor’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Contractor’s insurance. The minimum coverages, provisions and endorsements are as follows:

COMMERCIAL GENERAL LIABILITY INSURANCE
Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury
Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.

The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:

Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and
Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

Agreement with Zoon Engineering/Exhibit C-Insurance Requirements Rev. 07-01-18
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14 WORKERS’ COMPENSATION
Workers’ Compensation Insurance Policy as required by statute and employer’s liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers’ Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Contractor. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney’s Office.

COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor’s work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85, or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor’s insurance.

Cancellation.

Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of Agreement with Zoon Engineering/Exhibit C-Insurance Requirements Rev. 07-01-18
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15 premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.

Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non- renewal.

Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through E of this Exhibit C, above.

ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.

EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and Agreement with Zoon Engineering/Exhibit C-Insurance Requirements Rev. 07-01-18
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16 deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.

EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City’s request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements.

Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara Department of Public Works
P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097

Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]

QUALIFYING INSURERS

All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance Agreement with Zoon Engineering /Exhibit D-Labor Compliance Rev. 07-01-18

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EXHIBIT D

LABOR COMPLIANCE ADDENDUM

This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.

A. Prevailing Wage Requirements

1. Contractor shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov and are on file with the City Clerk’s office, which shall be available to any interested party upon request. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.

2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811-1813.

3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required.

Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov .

4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term “certified payroll” shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified Agreement with Zoon Engineering /Exhibit D-Labor Compliance Rev. 07-01-18

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payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

6. In addition to submitting the certified payrolls and related documentation to City, Contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.

7. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered “public works contractor” with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.

9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a “public works contractor”. Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the City for any fines assessed by the California Department of Industrial Relations against the City for such violation, including all staff costs and attorney’s fee relating to such fine.

11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

B. Audit Rights

All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is Agreement with Zoon Engineering /Exhibit D-Labor Compliance Rev. 07-01-18

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C. Enforcement

2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.

Agreement with Zoon Engineering /Exhibit D-Labor Compliance Rev. 07-01-18

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-1384 Agenda Date: 10/8/2024

REPORT TO COUNCIL

SUBJECT
Action on ARCOS Master Service Agreement with ARCOS, LLC for the Purchase, Implementation, and Support of a Scheduling and Resource Management Software Platform for Silicon Valley Power (SVP).

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
Silicon Valley Power (SVP) is experiencing significant growth with several planned expansion projects and upgrades. This growth has also led to an increased level of complexity in the infrastructure to deliver electricity to Santa Clara residents and businesses. With the anticipated growth, the traditional method of managing resources to facilitate SVP’s operations is not practical without a specialized software tool. SVP requires an automated resource management system to assign, track, and manage SVP’s operation staff to respond to planned, unplanned, and emergency events.

DISCUSSION
Pursuant to City Code Section 2.105.140(c), a formal Request for Proposals (RFP) was conducted, with the award recommendation based on “best value.” The RFP was published using the City’s e- procurement system to solicit proposals from qualified firms to provide a scheduling and resource management solution to effectively manage the scheduling of resources such as staff, contractors, and equipment for SVP. A total of 53 companies viewed the RFP, and two responses were received by the deadline. One firm’s response was that their software did not have the “call-out” feature, and therefore, that firm chose not to submit a proposal.

The sole responsive proposal from ARCOS, LLC (ARCOS) was reviewed and evaluated by staff against the requirements and criteria published in the RFP. ARCOS was invited to provide a software demonstration and submit a best and final offer. SVP staff determined that ARCOS’ software solution met the requirements of the RFP and noted the following key attributes:
· Resource management platform and callout system
· Crew manager with real-time crew availability and tracking · Management reporting
· System maintenance and back-up
The ARCOS Software as a Service (SaaS) solution will provide real-time status information about resources including resource requirements, resource utilization, work completion, and restoration and City of Santa Clara Printed on 10/4/2024Page 1 of 4
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repair. This need has emerged with the on-going expansion and increasing complexity of the electric network and supporting systems. The ability to analyze resource utilization for tasks and projects under both regular and abnormal system conditions will support the development and maintenance of an efficient and optimized workforce.

Staff conducted reference checks with the City of Lincoln (Lincoln, NE), Pedemales Electric (Kyle, Texas), and Ocala Utility Services (Ocala, FL). All references were positive.

The proposed Master Service Agreement (ARCOS MSA) with ARCOS includes the general terms and conditions including a maximum compensation of $1,000,000. The purchase of the modules and professional services for configuration, implementation, testing, and training is issued under Work Order No. 0001, pursuant to the ARCOS MSA. This Work Order No. 0001 incorporates a detailed scope of services, a compensation schedule for implementation with payments tied to the successful completion of key project milestones and includes a 20% retainage amount for the one-time implementation fee that will be released after final system acceptance. The cost of proposed cost of Work Authorization 001 is $500,129.

Annual software subscription fees are based on the products subscribed to by SVP, which will include ARCOS Callout, ARCOS Crew Manager, and ARCOS API. If the City chooses to extend the ARCOS MSA for an additional three years, the cost is estimated to be about $500,000 for the three-year period. The annual estimated costs may change as annual increases are based on changes to the Consumer Price Index (CPI).

The proposed agreement has a maximum compensation of $1,000,000, as detailed in the following table.

Cost Element Amount
Initial Term
One-Time Implementation Fee $ 102,000
Year 1 Software Subscription $ 127,540
Year 2 Software Subscription $ 132,642
Year 3 Software Subscription $ 137,947
Total (Years 1-3) $ 500,129
Three-Year Renewal (at the sole discretion of the City) Estimated Cost Years 4 - 6 $ 499,871
Total (Years 1-6) $1,000,000

TOTAL MAXIMUM COMPENSATION IN PROPOSED ARCOS
MSA
$1,000,000
Additional Services/Contingency $ 500,000
PROPOSED TOTAL MAXIMUM COMPENSATION AUTHORIZED $1,500,000 Under the proposed agreement, additional services or extensions are authorized using a work order City of Santa Clara Printed on 10/4/2024Page 2 of 4
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similar to Work Order 001 attached or change to work order where applicable. Such work orders or changes to work orders cannot exceed the maximum compensation unless the agreement is amended. Staff recommends that the City Manager is authorized to negotiate and execute amendments to the ARCOS MSA, additional work orders, or changes to work orders in order to (1) exercise the option to extend the term through September 2030; (b) adjust rates based on specified percentage plus increases in the Consumer Price Index; and (c) add/delete functionalities and services required to support future system requirements, subject to budget appropriations and review and approval as to form by the City Attorney.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to section 15061(b)(3) of the Title 14 of the California Code of Regulations in that there is no possibility that the proposed actions will have a significant effect on the environment.

FISCAL IMPACT
The maximum compensation under the proposed ARCOS MSA is $1,000,000 to provide and implement a scheduling, dispatch, and resource management solution. Work Order No. 0001 covers the initial three-year period at a cost of $500,129 for implementation services ($102,000) and annual subscription costs ($398,129). Sufficient funds are available in the Electric Utility Capital Budget (Project 2395 - Operations and Planning Technology) for implementation services. Sufficient funds are available in the Electric Utility Operating Fund for the annual fees.

Funding for future years will be included in proposed budgets for the corresponding years.

COORDINATION
This report has been coordinated with the Finance Department and City Attorney’s Office.

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, [email protected] <mailto:[email protected]> or at public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Authorize the City Manager to execute an ARCOS Master Service Agreement with ARCOS, LLC (ARCOS MSA) for an initial three-year term beginning on or around October 1, 2024, and ending on or around September 30, 2027, with the option to extend three additional years through September 30, 2030, with a maximum compensation not to exceed $1,000,000, subject to budget appropriations and review and approval as to form by the City Attorney;

2. Authorize the City Manager to execute Work Order No. 0001 to the ARCOS Master Service Agreement to provide and implement a scheduling, dispatch, and resource management solution subject to the maximum compensation of the ARCOS Master Service Agreement; and

3. Authorize the City Manager to take any actions as are necessary or advisable to implement and administer the ARCOS Master Service Agreement and negotiate and execute new Work Orders City of Santa Clara Printed on 10/4/2024Page 3 of 4
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and amendments to the ARCOS MSA and Work Order No. 0001 to (a) extend the term through September 30, 2030; (b) adjust rates in accordance with the applicable Work Order; or (c) add or delete services or solution functionalities required to support future system requirements or City needs for a total maximum compensation not to exceed $1,500,000 over a six-year period, subject to budget appropriations and review and approval as to form by the City Attorney.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Proposed ARCOS Master Service Agreement

2. Proposed Work Order No. 0001 to the ARCOS Master Service Agreement City of Santa Clara Printed on 10/4/2024Page 4 of 4
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© 2000 –2023 ARCOS LLC. The trademarks ARCOS, the ARCOS LOGO, SAMsix and the SAMsix logo, and RosterApps, and other names and symbols used in this document are owned by ARCOS LLC, its subsidiaries, or its third-party business partners. All rights reserved.
[VER 9.1.2022]

EBIX: S200005084

ARCOS MASTER SERVICE AGREEMENT

This Master Service Agreement (“Agreement” or “Master Service Agreement ”), between ARCOS LLC an Ohio limited liability company, d/b/a Automated Roster Callout System Company LLC , (“ARCOS”), having a principal address at 8800 Lyra Dr , Suite 200, Columbus, Ohio 43240, and the City of Santa Clara, California , a chartered California municipal corporation (“City” or “ Customer”), having a principal address at 1500 Warburton Avenue, Santa Clara, California 95050 is effective as of October 1, 2024 (“Effective Date”). This Master Service Agreement sets forth the terms and conditions under which the Parties agree that Customer may, pursuant to an applicable Work Order(s) , obtain licenses to use the specific ARCOS Products , RosterApps Products , and Services listed on an applicable Work Order.

ARCOS and Custom er may be referred to individually as a “ Party” and collectively as “ Parties” in this Agreement.

This Agreement shall consist of this Master Service Agreement including the following Exhibits which are listed at Section 17.17 : Exhibit A (ARCOS Service Level Agreement), Exhibit B ( ARCOS Privacy Policy), Exhibit C (City of Santa Clara Insurance Requirements) , and Exhibit D (ARCOS Terms of Use) which are attached and incorporated by reference and shall include all Work Orders executed by the Parties under this Agreement. This Agreement is binding upon the Parties only upon full execution by both Parties. In the event of any conflict between the provisions of any Work Orders , the Master Service Agreement, and Exhibits of the Master Services Agreement , the following order of precedence shall be controlling as to the rights, duties, application, definition, and interpretation: Master Service Agreement , Work Order, and Exhibits of the Master Services Agreement . For avoidance of doubt, no “click to accept” agreement that may be required (i) for Customer or its employees to have access to the ARCOS Products and RosterApps Products or (ii) to access ARCOS' website and no “terms of use” or “privacy policy” referenced therein or conditioned for use of ARCOS Products and RosterApps Products or ARCOS' website shall modify the terms of this Agreement or have any binding eff ect. Subject to the preceding sentence, Customer understands and agrees that its employees may be required to click -through in order to access the ARCOS System.

GENERAL TERMS AND CONDITIONS

DEFINITIONS

“Add-on Features/Modules” means enhancements of the ARCOS Products and RosterApps Products that are released by ARCOS subsequent to the date of the applicable Work Order that contains new product functionality and features of the ARCOS Products and RosterApps Products.

“Affiliate” means an individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated association, or any other entity (each an “Entity”) that directly or indirectly through one (1) or more intermediaries, controls, or is controlled by, or is under common control with, another Entity. An Entity “controls” any Entity in which it has the power to vote, directly or indirectly, 50% or more of the voting interests in such Entity or, in the case of a partnership, if it is a general partner.

“Annual CPI” means the Consumer Price Index for all Urban Consumers (as such term is defined at the link provided herein) in the United States, on a rolling twelve -month basis, not seasonally adjusted, as published by the U.S. Bureau of Labor Statistics at: https://www.bls.gov/cpi or successor site. The CPI is published by the Bureau of Labor Statistics of the U.S. Department of Labor.

arcos®
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“ARCOS Products ” means the ARCOS System, ARCOS Workbench , and/or sMART location tracking solutions, ARCOS Resource Assist, Software, RosterApps Products, third party software, hardware, network, and the interfaces necessary to deliver ARCOS technology products and services by ARCOS, which may be installed on Customer hardware or delivered over the Internet, in each case as more fully described in the applicable Work Order. The ARCOS Workbench, and/or sMART location tracking solutions may be licensed by ARCOS to Customer for Customer’s use over the Internet or for Customer to install and operate on its technology systems and networks.

“ARCOS Resource Assist ” means the platform for automating the exchange of resources between contractors and utilities along with the management and release of those contracted resources if licensed pursuant to Work Order 000 1. If licensed by Customer, ARCOS Resource Assist shall be considered a part of the ARCOS System.

“ARCOS System ” means the Software, third party software, hardware, network, and the interfaces necessary to deliver ARCOS technology products and services by ARCOS, including ARCOS Products and RosterApps Products, over the Internet as more fully described in an applicable Work Order.

“ARCOS Workbench” means the ARCOS products for mobile workforce damage assessment, mobile inspection, or other workflows, allowing automation of field work, geographic tracking and updating of assets, and completion and transmission of work ticket information to other Customer systems. If licensed by Customer, ARCOS Workbench shall be considered a part of the ARCOS System.

“Confidential Information” shall have the meaning set forth in Section 6.

“Consulting and Implementation Services ” shall mean the services provided by ARCOS to Customer as part of the configuration, implementation, and training for ARCOS Products and RosterApps Products as may be set forth in the Work Order(s) as applicable.

“Customer Data ” means all data that Customer enters into or supplies for process on the ARCOS Products and RosterApps Products . Customer Data shall not include any information regarding contractors, vendors or other third parties that is entered by any party into ARCOS Resource Assist.

“De-Identified Data” shall have the meaning as defined in Section 6.3.

“Documentation” shall mean such manuals and other standard end user materials, whether in written, printed, electronic or other format, that ARCOS generally makes available to its customers related to the functionality, operation and use of ARCOS Products and RosterApps Products, including without limitation, all user, technical support and training materials related to the Services and/or ARCOS Products and RosterApps Products but specifically excluding any material deemed Confidential Information by ARCOS.

“Intellectual Property Rights ” means all US and foreign patents, patent applications, copyrights, trademarks, trade names, trade secrets, inventions, business models, know how, industrial processes, computer program code, designs, product designs, research, brand development, message positioning and other industrial or intangible property rights of a similar nature, and other Confidential Information.

“RosterApps Products” means the ARCOS System, Software (including interface software), third party software, hardware, network, and the interfaces necessary to deliver RosterApps’ technology products and services by ARCOS, which is delivered over the Internet, in each case as more fully described in the applicable Work Order. RosterApps Products include products for shift bidding, minimum staffing, shift leveling, dependability and other functions around the automation of workforce scheduling processes. If licensed by Customer, RosterApps Products shall be considered a part of the ARCOS System.

“Services” means the services ordered by Customer, on behalf of a particular Customer business unit, and accepted by ARCOS pursuant to a Work Order. Depending on the Work Order, such Services may The City of Santa Clara, California, a chartered California municipal corporation / ARCOS LLC

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include providing access and use of the ARCOS System, including access and use of ARCOS Products and RosterApps Products, and the hosted portions of the ARCOS Workbench, and/or sMART location tracking solutions to authorized User Accounts, Consulting and Implementation Services and Support Services.

“Software” means ARCOS’s proprietary computer programs in object code form or firmware that is either provided to Customer or hosted by ARCOS and provided to Customer over the Internet , in each case which is owned or licensed by ARCOS and licensed to Customer under the terms of this Agreement.

“Support Services” shall mean the maintenance and support services provided by ARCOS to Customer under an applicable Work Order.

“Transition Plan” shall have the meaning as defined in Section 12.5.2.

“Updates” means bug fixes, error corrections, workarounds, modifications, and certain enhancements, including any related Documentation, released during the term of the applicable Work Order that ARCOS determines in its reasonable discretion to make generally available to its customers who receive basic support and maintenance services for the ARCOS Products and RosterApps Products and specifically excludes Add-on Features/Modules.

“User Accounts” mean persons authorized by Customer who use or access the ARCOS Products and RosterApps Products.

“Work Order” shall mean a written order executed by ARCOS and Customer for any Service s accepted by ARCOS and executed by both Parties, which shall be subject to the terms and conditions of this Agreement and which, at a minimum, contains a description of the work, the obligations and responsibilities of each Party, the charges and fees for any Services, the commencement date and term of such Work Order.

1. SERVICES.

1.1 Services. ARCOS will provide to Customer the Services described in an applicable Work Order. Each Work Order will be consecutively numbered, become a part of this Agreement, and will be independent of and have no impact upon the provisions of any other Work Order . ARCOS may utilize third party service providers to perform certain of the Services, such as internet service providers and data hosting providers. Any Services requiring payment of additional fees shall be authorized through a Work Order or amended Work Order executed between the Parties.

1.2 Delivery of Services . ARCOS will provide the Services on a non -exclusive basis, in accordance with the ARCOS online Service Level Agreement a link to which is provided in an ap plicable Work Order or amendment to this Master Service Agreement , in accordance with the time schedule set forth in the applicable Work Order, and upon the terms and conditions of this Agreement.

1.3 Consulting and Implementation Services . ARCOS will ensure that while its staff is on the Customer's premises, they conform to the Customer's normal codes of staff and security practices.

Customer reserves the right to request that ARCOS remove immediately from Customer’s premises any ARCOS personnel or any subcontractor retained by ARCOS in connection with the Services or any of such subcontractor’s personnel who, in Customer’s reasonable discretion, pose any threat to security, health or safety of Customer, its property, its customers or the public, or whose conduct adversely affects the performance of the Services or reflects unfavorably upon Customer. Upon such removal, ARCOS will use commercially reasonable efforts to find a replacement reasonably acceptable to Customer.

1.4 ARCOS Products and RosterApps Products . The following terms apply regarding Customer’s subscription for access to and use of the ARCOS Products and RosterApps Products, and regarding Customer’s license to use the ARCOS Workbench, and/or sMART location tracking solutions:

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1.4.1 User Accounts; Customer use of ARCOS Products and RosterApps Products.

1.4.1.1 Passwords/Single Sign On. ARCOS will provide Customer with a single sign on functionality for its User Accounts for which Customer has paid the applicable fees. Customer will be responsible for the administration of all end user login names and passwords for the purpose of authenticating and authorizing access by end users to the ARCOS Products and to RosterApps Products.

Customer will maintain the confidentiality of all User Account information. For ARCOS Resource Assist, end users may be contractors or other vendors who are invited to interact with Customer via the ARCOS Resource Assist platform.

1.4.1.2 Content. Customer is solely responsible for the content of its transmissions involving the ARCOS Products and RosterApps Products. Customer agrees not to use any of the ARCOS Products and RosterApps Products (a) for illegal purposes or in any illegal manner or (b) to interfere with or disrupt other ARCOS network users, network services or network equipment.

Interference or disruptions include, but are not limited to, distribution of unsolicited advertising or chain letters, propagation of computer worms and viruses, and use of the network to make unauthorized entry to any other machine accessible via the network.

1.4.1.3 Terms of Service. The Customer shall require that its employee users, vendor invitees (or any other end users) of the ARCOS System comply with ARCOS Terms of Service (Exhibit “D”) when accessing an ARCOS product.

1.4.2 Equipment for ARCOS System. Customer is solely responsible for acquiring and maintaining all computer hardware and software, telephone s, mobile devices, and other equipment, and all communications and other services needed for access to and use of the ARCOS System.

1.4.3 Equipment, Operations and Functionality for ARCOS Workbench, and/or sMART Location Tracking Solutions. [Intentionally Omitted.]

1.4.4 Updates; Add -on Features/Modules . ARCOS will provide Updates as are required to keep the ARCOS Products and RosterApps Products in conformance with the functional requirements set forth in an applicable Work Order. Unless otherwise agreed in a Work Order, ARCOS will, in its sole discretion, determine the nature, content, timing, and release of any Updates. Any order for an Add -on Feature/Module made by Customer and accepted by ARCOS will be subject to a separate Work Order executed by the Parties.

1.4.5 Support Services ; Service Level Agreement . ARCOS will provide Support Services pursuant to the terms of the ARCOS Service Level Agreement (Exhibit A).

1.5 Changes or Additions to the Services . Except as otherwise provided in Section 1.6, the Services documented in an executed Work Order shall not be amended, modified, or otherwise changed, except in a Work Order or amended Work Order executed between the Parties. Customer may order additional Services or modify existing Services by contacting ARCOS. ARCOS will send Customer a Work Order, based on ARCOS’s formal requirements analysis and/or proposal for the additional Services and the payment(s) due for each ordered item. Customer may either (i) accept the terms by signing that Work Order and returning it to ARCOS, or (ii) negotiate and execute a Work Order , or (iii) decline to proceed with such additional services (and not sign a new Work Order). All executed Work Orders will become part of this Agreement.

1.6 Products and Features End of Life . ARCOS will generally provide 60 days to six months lead-time notification for discontinued products and features at the end of life (EOL): (i) the 60 day lead time can be expected for technology based features and functions when ARCOS determines there is The City of Santa Clara, California, a chartered California municipal corporation / ARCOS LLC

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a sufficiently similar product replacement available; (ii) up to six months lead time can be expected for products where ARCOS determines Customer may need a longer period of time to test and implement an alternate solution; (iii) if marketplace or industry drivers force technology or functional changes, ARCOS will notify the Customer within a reasonable timeframe whenever possible as information is available to ARCOS which may be beyond six months.

1.7 Project Managers. During the term of this Agreement when Services are provided under any Work Order, each of ARCOS and Customer will designate and maintain a project manager (the “ARCOS Project Manager” and “Customer Project Manager,” respectively) for each Work Order, to be responsible for the performance of his or her company's obligations under such Work Order and this Agreement. Each Project Manager: (a) will be the primary point of contact for his or her company in dealing with the other company under the Work Order; (b) will be a full -time employee of his or her company; (c) will be reasonably acceptable to the other Party; and (d) will have the authority and power to make decisions with respect to actions to be taken by his or her company under the Work Order.

2. LICENSE.

2.1 License. Subject to and conditioned upon Customer’s compliance with its obligations under this Agreement, ARCOS grants to Customer a limited, nontransferable, non -exclusive license for the term of the applicable Work Order to use the Software and ARCOS Products and RosterApps Products and as necessary to use or receive the Services included in any executed Work Order for the sole purpose of supporting the operations of Customer's business, all as further described herein and in the applicable Work Order. The license terms may be restricted on a per user or per meter (or other metric) basis, as set forth in the applicable Work Order. Notwithstanding anything to the contrary, Customer may not (i) resell any Software or Services or (ii) process and/or analyze the data of a third party as a service bureau or for any Affiliate that has not executed a Work Order pursuant to the terms of this Agreement.

2.2 Ownership of ARCOS Products, RosterApps Products, and Software . All materials provided by ARCOS to Customer with respect to the Services or ARCOS Products and RosterApps Products, including but not limited to the Software, proprietary data, proprietary documentation associated with the ARCOS Products and RosterApps Products or the Software, or other proprietary information developed or provided by ARCOS or its licensor, such as text, graphics (including the underlying web - presentation code of the ARCOS System or the hosted portions of the ARCOS Workbench, and/or sMART location tracking solutions), logos, button icons, images and any non -public know -how, methodologies, equipment, or processes used by ARCOS to provide the ARCOS Products and RosterApps Products, and Services, to Customer, including, without limitation, all of ARCOS’s copyrights, trademarks, patents, trade secrets, and any other Intellectual Property Rights inherent in and appurtenant to the ARCOS Products and RosterApps Products , or Services , shall remain the sole and exclusive property of ARCOS. Except for any preexisting Customer Intellectual Property Rights, Customer Data and Confidential Information provided by Customer under this Agreement, and subject to any third- party rights or restrictions, ARCOS will own all Intellectual Property Rights in or related to all deliverables that are developed or delivered by ARCOS hereunder or pursuant to a Work Order. ARCOS and Customer will execute such other and further instruments reasonably requested by the other Party which are necessary to give effect to the provision of this Section or to perfect an interest allocated herein. Customer shall not: (i) alter or modify any part of the ARCOS Products, RosterApps Products, or Software, (ii) copy or duplicate or permit a third party to duplicate any aspect of the ARCOS Products, RosterApps Products, or Software, (iii) decipher, reverse engineer, decompile, disassemble or otherwise reduce or attempt to derive source code, algorithms, tags, specifications, architecture or other elements of the ARCOS Products, RosterApps Products, or Software, or (iv) sublicense, sell, transfer, lease or disclose the ARCOS Products, RosterApps Products, or Software to any third party. The provisions of this Section will survive the expiration or termination of this Agreement and each Work Order.

3. [Intentionally Omitted].

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4. AFFILIATES. Customer enters into this Agreement for its own benefit and, if an appropriate Work Order is executed, for the benefit of its Affiliates. Any Customer Affiliate may utilize this Agreement by executing and delivering to ARCOS a Work Order, provided that the Customer Affiliate must agree as part of the Work Order, among other things, to comply with and be bound by the terms and conditions of this Agreement to the same extent as if Affiliate were a party to this Agreement, and, unless the context otherwise expressly indicates, all references to Customer herein will be deemed to be references to Customer Affiliate as well. In addition, Customer will remain responsible for compliance by each of its Affiliates with the terms and conditions of this Agreement and the applicable Work Order(s).

5. FEES.

5.1 Payment. Customer agrees to pay the amount(s) specified in each executed Work Order.

Any fee specified in a Work Order will only remain in effect until the date specified in the Work Order. The amount of any fees, including annual SaaS fees for the ARCOS System and Services, shall be set forth in a Work Order.

5.2 Time of Payment; Net Thirty (30) Payment Terms. Unless otherwise specified in the Work Order, payments not subject to a good faith billing dispute are due and payable to ARCOS within thirty (30) days of the date of Customer’s receipt of the applicable ARCOS invoice. Such invoices will be generated in accordance with the terms set forth below, unless otherwise specified in the applicable Work Order.

Customer’s failure to provide ARCOS with purchase order information to include on an invoice does not constitute a billing dispute and shall not extend the payment due date. ARCOS reserves the right, in its absolute discretion, to perform a credit check on Customer.

5.3 Invoice Procedure; ARCOS Invoicing Cadence. ARCOS standard invoicing procedure is as follows (unique treatment for a particular ARCOS or RosterApps Product, Customer or Affiliate will be addressed in the applicable Work Order):

5.3.1 Annual SaaS Fees. Invoicing of annual SaaS fees for the ARCOS System and Services for Work Order No. 0001 shall occur no earlier than (i) the delivery of the base production ARCOS System by ARCOS or (ii) upon commencement of implementation activities by ARCOS for an applicable Work Order whichever occurs last (“Project Initiation Date”). The Parties agree ARCOS will provide written notice to Customer upon occurrence of item (i) or item (ii), above (email notice is acceptable to [email protected]) and ARCOS will submit an invoice for Annual Saa S Fees. Thereafter, ARCOS may invoice Customer such fees annually up to sixty days before the anniversary date of the Project Initiation Date. Such fees shall be payable by Customer pursuant to Section 5.2 . Invoicing of annual SaaS fees associated with Work Orders other than for Work Order No. 0001, if any, will occur as mutually agreed upon by the Parties in writing for a particular Work Order.

5.3.2 Annual License Fees; On-Premises Solutions. [Intentionally Omitted]

5.3.3 Professional Services. Invoices for billable professional services will be delivered pursuant to the agreed upon method of delivery upon execution of the Work Order(s).

5.4 Taxes. Customer shall be responsible for the payment of all applicable taxes associated with this Agreement or its use of the Services (other than taxes based on ARCOS’s income or the income of ARCOS employees), including, but not limited to, personal property taxes, import taxes, taxes on telecommunication services, information services, data processing services or similar governmental charges that may be assessed by any jurisdiction, whether based on gross revenue or delivery of products or services. ARCOS shall pay any required sales or use taxes directly and Customer shall, upon receipt of an ARCOS invoice, reimburse ARCOS for any amount that ARCOS has paid. Notwithstanding the above, Customer shall not be required to pay those taxes from which Customer is legally exempt. ARCOS shall include any and all applicable sales and use taxes on each invoice.

5.5 Reimbursement of Expenses.

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5.5.1 Customer shall not be obligated to pay r eimbursable expenses to ARCOS unless authorized in an approved Work Order . S ubject to the foregoing, r eimbursable expenses shall be reimbursable to ARCOS only to the extent that ARCOS submits an invoice, sufficient documentation of reimbursable expenses, and sufficient information to the Customer to determine that the expenses were directly incurred in providing the required services and that such expenses aren’t included in fixed or hourly rates

5.5.2 Travel:

5.5.2.1 Unless approved in writing (e -mail is acceptable) in advance, meals, lodging, and related per diem shall not exceed the rates outlined by United States General Services Administration (GSA). https://www.gsa.gov/travel- resources

5.5.2.2 Airfare or rental car, where applicable, shall be at economy rates.

5.5.2.3 ARCOS will invoice the current IRS mileage rate for all mileage.

5.5.2.4 Remote implementation services shall be provided whenever possible by ARCOS.

5.5.3 Documentation of Reimbursable Costs : ARCOS shall provide invoices or receipts depicting actual costs with each invoice that includes reimbursable expenses.

5.5.4 Customer will reimburse these expenses to ARCOS at actual cost pursuant to Section 5.2.

5.6 Disputed Amounts. If any portion of an amount due to ARCOS under this Agreement or a Work Order is subject to a good faith dispute between the Parties, Customer, promptly and with explanation of the amount not in dispute, shall pay to ARCOS on the due date any of the amount due that is not being disputed in good faith by Customer. ARCOS may re-invoice Customer for such aforementioned amounts not in dispute. Within thirty (30) days of Customer’s receipt of the invoice on which a disputed amount appears, Customer will notify ARCOS in writing of the specific items in dispute and will describe in reasonable detail Customer’s reason for disputing each such item. Within ten (10) days of ARCOS receiving such notice, the Parties will negotiate in good faith to reach settlement on any items that are the subject of such dispute.

Upon resolution of the disputed portion of an invoice, ARCOS shall re-invoice Customer for the amount due, and Customer shall pay to ARCOS the amount due within thirty (30) days after receipt of that invoice.

5.7 Maximum Compensation. For the term of this Master Service Agreement specified in Section 12, the maximum compensation (fees to be invoiced to Customer by ARCOS) for services provided under this Agreement shall not exceed one million dollars ($1,000,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services including taxes. The preceding limitation may be increased in an executed amendment to this Master Service Agreement. All work performed or materials provided in excess of the maximum compensation shall be at ARCOS’ expense. ARCOS shall not be entitled to any payment above the maximum compensation under any circumstance, except by amendment of this Agreement as provided for in this Section.

5.8 Past Due Amounts. [Intentionally Omitted.]

6. CONFIDENTIAL INFORMATION.

6 .1 Defined. By virtue of this Agreement, the Parties may be exposed to or be provided with certain confidential and proprietary information of the other Party or third parties, including but not limited to information designated as confidential in writing or information which ought to be in good faith considered confidential and proprietary to the disclosing Party (“ Confidential Information”). Confidential Information of ARCOS and/or its licensors includes but is not limited to , all trade secrets, software, source code, object code, specifications, documentation, business plans, customer lists and customer -related information, financial information, budgets as well as results of testing and benchmarking of the Software , ARCOS Products, or RosterApps Products, product roadmap, data and other information of ARCOS and its licensors relating to or embodied in the ARCOS Products, RosterApps Products, Software, or Documentation. ARCOS’s placement of a copyright notice on any portion of any Software , ARCOS The City of Santa Clara, California, a chartered California municipal corporation / ARCOS LLC

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Products, or RosterApps Products will not be construed to mean that such portion has been published and will not derogate from any claim that such portion contains proprietary and confidential information of ARCOS. Confidential Information of Customer includes but is not necessarily limited to, Customer Data, Customer’s customer usage data for individual customers , financial data, and personally identifiable customer information. This Agreement and ARCOS pricing shall not be deemed Confidential Information.

6 .2 Non-Disclosure. Each Party will protect the other Party’s Confidential Information from unauthorized dissemination and use the same degree of care that each such Party uses to protect its own confidential information, but in no event less than a reasonable amount of care. Neither Party will use Confidential Information of the other Party for purposes other than those necessary to directly further the purposes of this Agreement. Neither Party will disclose to third parties Confidential Information of the other Party without prior written consent of such other Party. Notwithstanding the foregoing, ARCOS may share Customer Confidential Information with third party service providers to the extent necessary for such third-party service providers to perform Services under this Agreement. Each such third-party service provider shall be required to protect Customer Confidential Information to the same extent as ARCOS is required under this Agreement.

6 .3 Exceptions. Information shall not be considered Confidential Information to the extent that the Receiving Party (Party receiving Confidential Information from the other Party) can establish that such information (i) is or becomes generally known or available to the public through no fault of the Receiving Party; (ii) was in the Receiving Party's possession before receipt from the Disclosing Party (Party disclosing Confidential Information to the Other Party); (iii) is lawfully obtained from a third party who has the right to make such disclosure; or (iv) has been independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party. For the avoidance of doubt, de -identified and aggregated data that ARCOS derives or creates from Customer Data (“ De- Identified Data”) shall not be deemed to be Customer Data, and instead such De -Identified Data shall be considered Confidential Information belonging to ARCOS.

6 .4 Public Records or Governmental Request . Should a r ecipient of Confidential Information receive a public records request or otherwise be directed by any governmental authority to disclose any or all of such Confidential Information, such r ecipient of Confidential Information shall promptly provide notice in writing to the discloser of such Confidential Information of such request to allow the discloser an opportunity to prevent such disclosure.

If the either Party or any of its representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by law, that Party shall, no greater than seven (7) business days after receiving a written request for such information and documents, promptly, and prior to such disclosure, notify the other Party in writing of such requirement so that it can seek a protective order or other remedy or waive its rights under Section 6. Thereafter, at its sole cost and expense, the Disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If the disclosing Party (i) waives compliance, (ii) fails to respond to the Receiving Party within five (5) business days, or (iii) after providing the notice and assistance required under this Section, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.

6 .5 Remedy/Injunctive Relief. The Parties acknowledge that disclosure of any Confidential Information may give rise to irreparable injury to the Party whose information is disclosed, which injury may be inadequately compensated in damages. Therefore, either Party may seek injunctive relief against the other Party’s breach or threatened breach of this Section 6 as well as any other legal remedies that are available.

6.6 ARCOS shall implement and maintain technical and organizational measures to protect Customer’s Confidential Information against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access as described in accordance with the prevailing industry standard and The City of Santa Clara, California, a chartered California municipal corporation / ARCOS LLC

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applicable law, including, but not limited to, the California Consumer Privacy Act . Subject to ARCO S’s compliance with applicable law, ARCOS shall employ its customary and standard security measures to encrypt Customer Data and other Confidential Information of Customer; to utilize ARCOS’s existing policies, practices and procedures, consistently applied, in order to help ensure ongoing confidentiality, integrity, availability and resilience of the Services; to help restore timely access to Customer Data following an incident as provided for in the ARCOS Service Level Agreement (Exhibit A); and for regular testing of the effectiveness of its security in accordance with ARCOS’s policies, practices and procedures consistently applied on behalf of Customer. ARCOS may update or modify its data security measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services provided. Without limiting Customer’s remedies and notwithstanding anything to the contrary in this Agreement, ARCOS shall diligently investigate and remediate any accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access of Customer’s Confidential Information, following ARCOS’s discovery of such event, in accordance with applicable law.

7. CUSTOMER DATA.

7.1 Ownership of Customer Data. Customer shall retain title to and ownership of Customer Data but grants ARCOS (and its service providers) the limited right to access, store, process, and use Customer Data solely for the purpose of complying with the obligations of ARCOS under this Agreement and any applicable Work Order. ARCOS will not disclose, sell, assign, lease or otherwise dispose of or commercially exploit Customer Data in any manner other than as set forth herein without prior written consent of Customer, except to the extent such disclosure or use is required by law, rule, regulation or government or court order. The foregoing restrictions on Customer Data shall not apply to De -Identified Data, which will be used by ARCOS and its other customers for its business purposes. For example, De- Identified Data is used to provide the ARCOS Resource Assist functionality by allowing Customer (and Customer’s service providers as well as ARCOS’s other customers) to obtain better information and understanding of necessary and available resources during an emergency.

7.2 Customer Access to Customer Data on ARCOS Products and RosterApps Products.

7.2.1 During the contract term of an applicable Work Order, ARCOS will make available, solely to Customer , as provided for herein, via the ARCOS System all Customer Data residing thereon for printing or downloading therefrom. ARCOS agrees to retain this Customer Data throughout the Term of this Agreement. Unless otherwise requested by Customer in writing (e -mail is acceptable), within thirty (30) days following termination or expiration of the Agreement, all Customer Data on the ARCOS System will be destroyed by ARCOS.

7.2.2 RESERVED

7.3 Security. In addition to the requirements set forth in any applicable Work Order, ARCOS will establish and maintain commercially reasonable safeguards against the unintended destruction, loss, or alteration of Customer Data in the possession of ARCOS. ARCOS will use reasonable diligent efforts, but no less than used to maintain its own security, to maintain the security of Customer Data in ARCOS’s possession and in the ARCOS System and in the hosted portions of the ARCOS Workbench, and/or sMART location tracking solutions and, accordingly, will supply Customer, upon request, with information concerning ARCOS’s security procedures. In connection with its safeguarding of such information, ARCOS will provide and maintain backup files of Customer Data files in ARCOS’s possession . Upon request from Customer, but not more frequently than once in any given five (5) year period , ARCOS will provide responses to Customer to Customer’s standard, data -security questionnaire. Upon written notice from ARCOS, t he Parties agree Customer shall accept a copy of ARCOS’s SOC 2 audit report, to be provided by ARCOS no more frequently than once per year, in lieu of (and in replacement of) any such data-security questionnaire. The Parties agree ARCOS will provide any such data -security documents to the Customer only if customary, non-disclosure contracts then are in effect between the Parties.

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8. WARRANTIES.

8.1 Customer Warranties. Customer warrants to ARCOS that (a) before providing personal contact information to ARCOS or its agents, or instructing ARCOS to communicate with such persons via such personal information, Customer will comply with any laws applicable to the disclosure of personal information; (b) if Customer requests that ARCOS record any phone calls or other communications while performing the Services, such recording is legal under applicable laws, rules and regulations; (c) Customer has the power and authority to enter into and perform its obligations under this Agreement; and (d) for any Customer Data or other data, documents, graphics or other material used with or downloaded to the ARCOS Products and RosterApps Products by Customer (i) Customer will utilize commercially reasonable efforts to prevent infringement of the Intellectual Property Rights of any third party, (ii) Customer will use diligent efforts, so as to avoid material violation of any applicable law, statute, ordinance, regulation or treaty, (iii) Customer shall be diligent in performing, so that no viruses or other computer programming routines that could damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information of any person or Entity are introduced into the ARCOS System.

8.2 ARCOS Warranties. ARCOS warrants to Customer that (a) ARCOS has the power and authority to enter into and perform its obligations under this Agreement and provide the Services; (b) the Services will be performed by qualified personnel in a professional, workmanlike manner, consistent with the prevailing standards of the industry (c) ARCOS has the right to use and license the ARCOS Products, RosterApps Products, and Software, (d) the ARCOS Products, RosterApps Products, and Software do not infringe the Intellectual Property Rights of any third party, (e) ARCOS will use commercially reasonable efforts to prevent viruses from being introduced into the ARCOS System, or into the Software, if any, that is provided to Customer, and (f) ARCOS will comply with applicable laws related to performance of any services for Customer. Both Parties acknowledge and agree that the limits of its remedies for breach of this warranty are set forth in Section 9 of this Agreement.

8.3 Limitation. NEITHER ARCOS NOR ANY OF ITS SERVICE PROVIDERS, LICENSORS,

EMPLOYEES, OR AGENTS WARRANT THAT THE FUNCTIONS CONTAINED IN THE ARCOS

PRODUCTS AND ROSTERAPPS PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE OR THAT IT WILL HAVE THE CAPACITY TO MEET THE DEMAND DURING SPECIFIC HOURS. ARCOS

WILL NOT BE LIABLE FOR ANY DAMAGES THAT CUSTOMER MAY SUFFER ARISING OUT OF USE,

OR INABILITY TO USE, THE SERVICES OR ARCOS PRODUCTS OR ROSTERAPPS PRODUCTS PROVIDED HEREUNDER. ARCOS WILL NOT BE LIABLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S DATA FILES, PROGRAMS,

PROCEDURES, CUSTOMER DATA OR OTHER INFORMATION THROUGH CRIMINAL OR

FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD, UNLESS AND TO THE EXTENT

SUCH ACCESS, ALTERATION, THEFT, OR DESTRUCTION IS CAUSED AS A RESULT OF NEGLIGENCE OR INTENTIONAL MISCONDUCT BY ARCOS.

8 .4. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR AN

EXECUTED WORK ORDER , ARCOS MAKES NO OTHER WARRANTIES, AND ARCOS HEREBY

EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS,

WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ARISING BY USAGE OF TRADE OR

COURSE OF DEALING, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND ACCURACY. WITHOUT LIMITATION, ARCOS MAKES NO WARRANTY, AND HEREBY DISCLAIMS

ALL WARRANTIES, WITH RESPECT TO THE NETWORK TRANSMISSION CAPACITY OF

TELECOMMUNICATIONS CARRIERS, DROPPED OR GARBLED CALLS OR OTHER FAILURES OF

TELECOMMUNICATION DEVICES, OR DELAYS IN DELIVERY OR SENDING OF CUSTOMER DATA AND INFORMATION.

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ARCOS EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT CUSTOMER’S

USE OF ANY ARCOS PRODUCT OR ROSTERAPPS PRODUCT WILL SATISFY ANY STATUTORY OR

REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE

COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING WITHOUT LIMITATION HIPAA OR THE GRAMM -LEACH-BLILEY ACT OF 1999. CUSTOMER ASSUMES ALL

RESPONSIBILITY FOR DETERMINING WHETHER THE ARCOS PRODUCTS OR ROSTERAPPS

PRODUCTS OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES.

CUSTOMER ACKNOWLEDGES THAT ACCESS TO OR USE OF THE ARCOS PRODUCTS AND ROSTERAPPS PRODUCTS MAY NOT BE UNINTERRUPTED OR ERROR FREE. THE REMEDIES SET FORTH IN SECTIONS 9 AND 11 BELOW WILL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES WITH RESPECT TO A BREACH BY ARCOS OF WARRANTY UNDER THIS AGREEMENT.

9. LIMITATION OF LIABILITY . NEITHER PARTY SHALL, UNDER ANY CIRCUMSTANCES, BE

LIABLE FOR (A) INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY

DAMAGES, OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, WHETHER

CLAIMED UNDER CONTRACT, TORT, FAILURE OF WARRANTY OR ANY OTHER LEGAL THEORY OR (B) LOSS OF OR DAMAGE TO CUSTOMER’S HARDWARE OR SOFTWARE COMPUTER SYSTEMS, DATA, OR PROGRAMMING. EXCEPT FOR ARCOS’S INDEMNITY OBLIGATIONS SET FORTH IN SECTION 11, ARCOS’S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS UNDER

THIS AGREEMENT WILL BE AN AMOUNT EQUAL TO THE FEES PAID TO ARCOS BY CUSTOMER HEREUNDER FOR THE MOST RECENT TWENTY-FOUR (24) MONTH PERIOD OF THIS AGREEMENT UP TO THE DATE SUCH LIABILITY AROSE. NOTWITHSTANDING THE FOREGOING, THERE SHALL BE NO LIMITATION OF LIABILITY FOR ARCOS’S INFRINGEMENT OF CUSTOMER’S INTELLECTUAL PROPERTY AND FOR ARCOS’S INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, AS PROVIDED FOR IN SECTION 11.1, TO THE EXTENT CAUSED BY ARCOS’S NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT .

NOTWITHSTANDING ANYTHING TO THE CONTRARY, [1] THERE SHALL BE NO LIMITATION OF

LIABILITY FOR PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE ARISING OUT OF THE SERVICES IF CAUSED BY ARCOS’S GROSS NEGLIGENCE OR WILLFUL MISCONDU CT AND [2]

WITH RESPECT TO PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE ARISING OUT OF THE SERVICES IF CAUSED BY ARCOS, OTHER THAN BY ARCOS’S GROSS NEGLIGENCE OR WILL FUL MISCONDUCT, ARCOS’S MAXIMUM LIABILITY SHALL NOT EXCEED INSURANCE LIMITS IN EXHIBIT C PLUS $5,000,000 PER OCCURRENCE.

10. INTENTIONALLY DELETED.

11. INDEMNIFICATION AND INSURANCE.

1 1 .1 Intellectual Property Indemnification by ARCOS. ARCOS will indemnify, defend, and hold Customer harmless against any claim by a third party that the ARCOS Products, RosterApps Products, or Software delivered by ARCOS infringes the Intellectual Property Rights of a third party, and ARCOS shall pay costs, damages, settlements, and reasonable attorneys’ fees that result from such claims. In addition to defending Customer as stated above, if such a claim occurs, or in the opinion of ARCOS is likely to occur, ARCOS will, at its sole option and expense: (i) procure Customer’s right to continue using the ARCOS Products, RosterApps Products, or Software; (ii) replace or modify the infringing element(s) of the ARCOS Products, RosterApps Products, or Software so that it becomes non - infringing; or if it is commercially impractical to accomplish (i) or (ii) above, then (iii) ARCOS shall terminate the applicable license and shall refund to Customer any prepaid and unused fees for the use of the applicable ARCOS Products, RosterApps Products, or Software.

1 1 .2 Exclusions. ARCOS shall have no obligation under Section 1 1.1 to the extent any infringement claim is based on (i) the combination, operation or use of the ARCOS Products, RosterApps The City of Santa Clara, California, a chartered California municipal corporation / ARCOS LLC

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Products, or Software with hardware, data or software not supplied by ARCOS if the claim would have been avoided by use of other hardware, data or software; (ii) modifications to the ARCOS Products, RosterApps Products, or Software if the modifications were not made or approved by ARCOS; or (iii) any Customer Data or other information uploaded to the ARCOS Products, RosterApps Products, or Software.

11.3 Indemnification by Customer . Customer will indemnify, defend and hold ARCOS harmless against any claim by a third party (including a Customer employee) that arises from Customer’s use of the ARCOS Products, RosterApps Products, or Software in violation of this Agreement or any breach by Customer of its warranties set forth in Section 8.1; and Customer shall pay costs, damages, settlements and reasonable attorneys’ fees that result from such claims.

11.4 Personal Injury, Death and Property Damage ARCOS agrees to indemnify, defend and hold harmless Customer and its officers, directors, employees, Affiliates and representatives from any and all losses arising from or in connection with the damage, loss (including theft) or destruction of any real property or tangible personal property of the Customer or personal injury caused by ARCOS’s negligence or willful misconduct by ARCOS in the course of ARCOS’s performance of its obligations under this Agreement except for those claims that arise out of the negligence or willful misconduct of the Customer.

11.5 Conditions. The indemnification obligations set forth above in Sections 11.1 and 11.3 are contingent upon compliance with the following conditions by the Party seeking indemnification: (a) providing prompt written notice of the claim to the indemnifying Party; (b) providing all information and evidence within its control which is necessary for the indemnifying Party to conduct a defense, and (c) providing the Indemnifying Party with sole control of the defense and all related settlement negotiations.

However, the Party seeking indemnification may participate in the defense or settlement of the claim at its own expense.

11.6 Limitation of Remedy . This Section 11 states the entire obligations of the Parties regarding indemnity or infringement of Intellectual Property Rights, personal injury, death, and property damage.

11.7 ARCOS Insurance. During the term of this Agreement, and for any time period set forth in Exhibit C, if any, ARCOS shall provide and maintain in full force and effect, at no cost to Customer, insurance policies as set forth in Exhibit C.

12. TERM AND TERMINATION.

1 2 .1 Term. The term of this Agreement shall begin on the Effective Date , and will continue, unless earlier terminated as provided for herein through July 31, 2027.

12.2 Termination for Cause.

12.2.1 Default: If either Party materially defaults in the performance of any of its duties or obligations under this Agreement or any Work Order (except for a default in payments to ARCOS which will be governed by Section 1 2.4), which default is not substantially cured within thirty (30) days after written notice (“Initial Notice”) is given to the defaulting Party specifying such default or, with respect to those defaults that cannot reasonably be cured within thirty (30) days, should the defaulting Party fail to proceed within thirty (30) days to commence curing the default and thereafter to proceed with reasonable diligence to substantially cure the default, the Party not in default may, no less than 30 days after the Initial Notice, give written termination notice thereof to the defaulting Party, and the Party not in default may then terminate either (a) the Work Order(s) under which the uncured default has occurred or (b) this Agreement and all outstanding Work Orders (including the one(s) under which the uncured default has occurred), in either case effective as of the date of receipt by the defaulting Party of such notice or as of a future date specified in such notice of termination.

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12.2.2 Performance. ARCOS agree s that the ARCOS System will go live within 270 days of the Project Initiation Date. Customer agrees to be diligent in making available the staffing resources identified in Work Order 01. In the event ARCOS has failed to meet the foregoing obligation , ARCOS will be deemed to be in material breach of this Agreement. In such case, notwithstanding Section

12.2.1, provided Customer is not in material breach of this Agreement or of Work Order 01, beyond applicable notice and cure time periods, Customer shall have the right to terminate this Agreement with twenty (20) days written notice to ARCOS . In the event that Customer terminates Work Order 01, t he Parties expressly acknowledge and agree that, at the time of contract termination, all fees for which Customer is obligated to pay Customer to ARCOS under Work Order 01 in advance of such termination are non-refundable.

12.3 Required Budget Appropriation . ARCOS acknowledges that Customer, a municipal corporation, is precluded by the California State Constitution and other laws from entering into obligations that financially bind future governing bodies, and that, therefore, nothing in this Agreement shall constitute an obligation of future legislative bodies of the City to appropriate funds for purposes of this Agreement.

Notwithstanding anything to the contrary, the City will act in good faith and will exercise best efforts in order to obtain annual appropriations in order to perform under an applicable Work Order. This Agreement will terminate immediately if funds necessary to continue the Agreement are not appropriated and such termination shall be without any fault or requirement to pay termination damages.

12.4 Suspension or Termination for Nonpayment . If Customer defaults in the payment when due of any amount due to ARCOS pursuant to this Agreement or any Work Order (which amount is not subject to a bona fide billing dispute), and does not cure such default within thirty ( 3 0) days after being given written notice of such default, ARCOS may, by giving written notice thereof to Customer: (a) suspend its performance under this Agreement and/or Work Order(s); (b) require full payment before any additional performance is rendered by ARCOS; (c) terminate the Work Order(s) under which the uncured default has occurred; and/or (d) terminate this Agreement and all outstanding Work Orders (including the one(s) under which the uncured default has occurred), in either case as of the date of receipt by Customer of such notice or as of a future date specified in such notice of suspension or termination.

1 2 . 5 Effect of Termination . Termination of this Agreement will not limit either Party from pursuing any other remedies available to it, including injunctive relief, nor will termination relieve Customer of its obligation to pay all charges that accrued prior to termination. If Customer makes a written request (e -mail is acceptable) to ARCOS at least thirty (30) days prior to termination to retain Customer Data, ARCOS will not destroy the Customer Data in its possession . If Customer does not request that ARCOS retain Customer Data within the foregoing time period, such data will be deleted pursuant to the provisions of Section 7.2. In the event of a conflict between this Section 12.5 and Section

7.2, Section 7.2 shall be controlling upon the Parties.

1 2 . 6 Transition. In connection with the expiration or termination of a Work Order or this Agreement, ARCOS and Customer shall cooperate in good faith in order to provide for the orderly transition to Customer of the Services and any other related services as then being performed by ARCOS for Customer. Without limiting the foregoing:

1 2 . 6 .1 Transition Phase . In the event of any termination of a Work Order or this Agreement which occurs due to expiration or non -renewal of its term or due to termination for A RCOS’s breach, and provided all undisputed charges are fully paid, Customer may request and ARCOS will provide a transition period of up to ninety ( 90) days following the termination date during which time Services will continue to be provided pursuant to the terms of this Agreement and any applicable Work Order at the rates set forth in the applicable Work Order. All such transition services must be prepaid by Customer.

1 2 . 6 .2 Transition Plan. If Customer provides a written request to ARCOS no later than thirty (30) days before the expiration or termination of the applicable Work Order or this Agreement, ARCOS will develop and submit to Customer a proposed plan for transition services, setting forth the The City of Santa Clara, California, a chartered California municipal corporation / ARCOS LLC

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tasks to be completed by both Parties, and a good faith best estimate of the time and cost required to complete such tasks (the “ Transition Plan ”). The Parties shall have a period of ten (10) days to negotiate and agree on a final Transition Plan starting on the date ARCOS submits to Customer the proposed Transition Plan. If the Parties are unable to agree, then ARCOS shall provide only such services as are set forth in Section 12.5.1.

1 2 . 6 .3 Transition Fees. The charge for preparation of the Transition Plan and any ARCOS services under such plan or under Section 1 2.5.1 shall not exceed the then -current ARCOS time and materials rates for performance of the services, plus expenses if incurred. ARCOS will provide Customer with one copy of all Customer Data in optical media format. ARCOS shall provide the Customer Data within thirty (30) days after a written request by Customer, but in any event prior to the expiration of the transition period.

1 2 . 6 .4 Final Payment. Within seven (7) days after any expiration or termination of this Agreement or an individual Work Order, ARCOS shall submit to Customer an itemized invoice for any fees accrued or expenses incurred in connection with Services performed prior to such expiration or termination under this Agreement or an individual Work Order. If Customer wishes to receive any transition services, Customer must pay for all such Customer-authorized fees and expenses pursuant to the payment provisions of Section 5 in addition to prepaying ARCOS a good-faith estimate of all transition services fees provided that these transition services are covered by a separate agreement between the Parties.

12.7 Renewal. If Parties fail to renew a Work Order prior to its expiration, and Customer wishes to extend the services provided in such Work Order during a renewal negotiation , ARCOS shall have the right to grant or deny such extension in its sole discretion. The effective date of such renewed Work Order will be retroactive to the applicable Work Order’s original expiration date, which may not be the date that Parties execute such r enewal. If, after the extension period ends, Customer fails to renew the Work Order, such Work Order will be viewed as having been terminated as of the end of such extension period .

13. RIGHT TO ENGAGE IN OTHER ACTIVITIES. Nothing in this Agreement shall prevent or restrict ARCOS from providing information technology services for third parties, including the usage of De-Identified Data; provided, however, ARCOS shall abide by the restrictions regarding protection of Customer’s Confidential Information set forth in Section 6.

14. EXPORT REGULATIONS . Customer shall comply fully with all relevant export laws and regulations of the United States to ensure that the ARCOS Products, RosterApps Products, and Software are not exported, directly or indirectly, in violation of United States law.

15. INDEPENDENT CONTRACTORS . As to the Customer, in performing its obligations under this Agreement and under an applicable Work Order, ARCOS and all person(s) employed by or contracted with ARCOS to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of Customer. ARCOS has full rights to manage its employees in their performance of Services under this Agreement . The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or partner of the other Party. Neither Party shall have any right, power, or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

16. MARKETING PROGRAM. [Intentionally Omitted.]

17. MISCELLANEOUS.

1 7 .1 Governing Law and Jurisdiction . This Agreement and any Work Order shall be governed by, and construed and enforced in accordance with, the laws of the State of California without regard to conflict of laws principle s. Laws applicable to the Parties hereto include, without limitation, “The The City of Santa Clara, California, a chartered California municipal corporation / ARCOS LLC

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Code of the City of Santa Clara, California” (“SCCC”). In particular, ARCOS attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be applicable to ARCOS and as such laws, ordinances and regulations may be amended from time to time or renumbered. Additionally , ARCOS has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299). The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California. The Parties agree that this contract is not a contract for the sale of goods; therefore, this Agreement shall not be governed by any codification of Articles 2 or 2A of the Uniform Commercial Code, or any references to the United Nations Convention on Contracts for the International Sale of Goods.

1 7 .2 No Waiver. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect.

1 7 .3 Amendment. No change, amendment, or modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by the Parties.

1 7 .4 Force Majeure. Neither Party will be deemed to be in default hereunder, or will be liable to the other, for failure to perform any of its non-monetary obligations under this Agreement or any Work Order for any period to the extent that such failure results from any event or circumstance beyond that Party’s reasonable control, which were not the result of the negligence or lack of due diligence of the affected Party, including acts or omissions of the other Party or third parties, natural disasters, riots, war, civil disorder, pandemic, court orders, extreme and prevalent illness, acts or regulations of governmental bodies or labor disputes, and which it could not have prevented by reasonable precautions or could not have remedied by the exercise of reasonable efforts. Telecommunications failures, such as dropped calls, garbled voices, or sounds, and missed or misread touch tones, shall be considered force majeure issues outside the control of either Party. Notwithstanding the foregoing, each Party shall not make a claim of force majeure under this Agreement unless it notifies the other Party within five (5) days after its occurrence.

1 7 .5 Notices. All notices required or permitted under this Agreement shall be in writing addressed to the respective Parties as set forth below, unless another address shall have been designated, and shall be deemed to be given on the date when delivered by hand, by certified mail, or by national overnight delivery service, with written verification of receipt. A Party may change its contact address upon ten (10) days written notice to the other Party.

IF TO CUSTOMER:

City of Santa Clara
Attention: Silicon Valley Power
1500 Warburton Avenue
Santa Clara, CA 95050
and by email at [email protected] and
[email protected]

IF TO ARCOS, then to:

ARCOS LLC
Attn: Chief Financial Officer
8800 Lyra Dr, Suite 200
Columbus, OH 43240
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And by email to [email protected]
ATTN: Courtney Lairsey, Contracts Manager

The workday the e-mail was sent shall control the date notice was deemed given. An e-mail transmitted after 1:00 p.m., Pacific Time, on a Friday shall be deemed to have been transmitted on the following business day.

17 .6 Assignment . Neither Party may assign its rights and obligations under this Agreement or any Work Order without the prior written permission of the other Party. Notwithstanding the above, either Party may assign this Agreement (along with all Work Orders) in conjunction with a merger, consolidation, or sale of all or substantially all its assets. This Agreement shall be binding on each Party’s successors and permitted assigns.

17.7 Subcontracting. ARCOS shall be as fully responsible to Customer for a breach of this Master Service Agreement and for a breach of any Work Order, caused by the acts and omissions of ARCOS’s subcontractors, and of persons either directly or indirectly employed by them, as ARCOS is for the acts and omissions of persons directly employed by it.

17.8 Binding Agreement. This Agreement and each Work Order will be binding upon Customer and ARCOS and will inure to the benefit of each Party and each Party's respective successors and authorized assigns (it being understood and agreed that nothing contained in this Agreement or any Work Order is intended to confer upon any party other than ARCOS and Customer any rights, benefits or remedies of any kind or character whatsoever under or by reason of this Agreement or any Work Order).

17.9 Duplicate Originals. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original, but all of which, taken together, shall be deemed to constitute a single instrument.

17.10 Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person, Entity or circumstance shall be invalid or unenforceable, the remainder of this Agreement shall be unaffected thereby and each remaining term or provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

17.11 Non-Solicitation. Unless otherwise mutually agreed to by the Parties in writing, each Party agrees it will actively solicit the employment of any of the other Party’s personnel during the term of this Agreement and for a period of one (1) year thereafter.

17.12 No Third Party Beneficiary. This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.

17.13 Right of Customer to Inspect Records of ARCOS . Customer, at its sole cost and expense through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years thereafter to audit the books and records of ARCOS for the purpose of verifying any and all charges made by ARCOS in connection with ARCOS compensation. ARCOS shall submit to Customer any and all reports concerning its performance under this Agreement that may be requested by Customer in writing (e -mail is acceptable). ARCOS agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to Customer under an applicable Work Order . Any charges which an audit finds unsubstantiated shall be reimbursed by ARCOS within thirty (30) days of City’s request for payment. To the extent the audit reveals non -payment deficiency, ARCOS will have thirty (30) days to cure any such deficiencies. If the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the Customer, ARCOS shall bear the cost of the audit. ARCOS will reimburse and refund any unsubstantiated, verified charges as well as the cost of the audit with thirty (30) days of City’s request for payment. In no event shall an auditor retained by Customer invoice Customer on a contingency-fee basis.

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ARCOS agrees to assist Customer, at Customer’s sole cost and expense, in meeting Customer’s reporting requirements to the State and other agencies with respect to ARCOS’ Services hereunder.

17.14 Conflict of Interest. ARCOS certifies that, having conducted reasonable diligence into the matter, no Customer officer, employee or authorized representative has any ownership interest in the business of ARCOS and that no person associated with ARCOS has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. ARCOS is familiar with the provisions of California Government Code section 87100 and following and certifies that it does not know of any facts which would violate these code provisions. ARCOS will notify Customer, in writing (email is acceptable to the contacts in Section 17.5), within a reasonable time period after ARCOS discovers a conflict of interest.

17.15 Fair Employment. ARCOS shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.

17.16 No Use of City Name or Emblem . ARCOS shall not use Customer’s name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of Customer.

17.17 Entire Agreement. This Agreement and the exhibits, appendices and Work Orders set forth the entire understanding between the Parties concerning the subject matter of this Agreement and supersede all contemporaneous and prior negotiations, understandings, and agreements with respect to the subject matter of this Agreement. No representation or warranty has been made by or on behalf of any Party to this Agreement (or any officer, director, employee, or agent thereof) to induce any other Party to enter into this Agreement or to abide or consummate any transactions contemplated by any terms of this Agreement, except representations and warranties, if any, expressly set forth in this Agreement. Under no circumstances will the terms, conditions or provisions of any purchase order, invoice or other administrative document issued by Customer or any Affiliate in connection to this Agreement be deemed to modify, alter, or expand the rights, duties, or obligations of the Parties under, or otherwise modify, this Agreement, regardless of any failure of ARCOS to object to such terms, provisions, or conditions. The expiration or termination of this Agreement or any Work Order for any reason will not release either Party from any liabilities or obligations set forth herein or therein which (a) the Parties have expressly agreed will survive any such expiration or termination or (b) remain to be performed or by their nature would be intended to be applicable following any such expiration or termination.

17.18 Exhibits. The following Exhibits are attached hereto and incorporated by reference herein:

17.18.1 Exhibit A: ARCOS Service Level Agreement . During the term of this Master Service Agreement, the Parties agree ARCOS will not amend the Service Level Agreement, in a manner that will materially reduce support levels on behalf of Customer below levels shown in the attached ARCOS Service Level Agreement. In the event of violation of this Section, ARCOS will be deemed to be in default as provided for in Section 12.2.1 and such additional terms shall not apply to this Agreement. .

17.18.2 Exhibit B: ARCOS Privacy Policy. During the term of this Master Service Agreement, the Parties agree ARCOS will amend the ARCOS Privacy Policy in a manner that will reduce privacy protection below levels shown in the attached ARCOS Privacy Policy, unless required by applicable law . In the event of violation of this Section, ARCOS will be deemed to be in default as provided for in Section 12.2.1 and such additional terms shall not apply to this Agreement.

17.18.3 Exhibit C: City of Santa Clara Insurance Requirements.

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17.18.4 Exhibit D: ARCOS’s Terms of Use During the term of this Master Service Agreement, the Parties agree ARCOS will not amend the ARCOS Terms of Service, to the material detriment of Customer. In the event of violation of this Section, ARCOS will be deemed to be in default as provided for in Section 12.2.1 and such additional terms shall not apply to this Agreement. .

EXECUTION. EXECUTION AND DELIVERY OF THIS AGREEMENT SHALL BE LEGALLY VALID AND EFFECTIVE THROUGH: (I) HAND-DELIVERY; (II) FACSIMILE TRANSMISSION, ELECTRONIC MAIL IN PORTABLE DOCUMENT FORMAT (“.PDF”) OR OTHER ELECTRONICALLY SCANNED FORMAT; OR (III) USE OF AN ELECTRONIC DOCUMENT EXECUTION AND DELIVERY PROCESS, E.G., DOCUSIGN®, ADOBE DOCUMENT CLOUD.

AUTHORIZED REPRESENTATIVES. ARCOS and Customer each affirm that it has signed this Agreement through its authorized representative.

ACCEPTED AND AGREED

ARCOS LLC an Ohio Limited Liability
Company, d/b/a Automated Roster Callout
System Company LLC,

City of Santa Clara, California, a chartered
California municipal corporation

BY: Jason Woods BY: JŌVAN D. GROGAN

TITLE: Chief Financial Officer TITLE: City Manager

SIGNATURE: SIGNATURE:

DATE: DATE:

Approved as to Form

BY: GLEN R. GOOGINS

TITLE: City Attorney

SIGNATURE:

DATE:

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EXHIBIT A

ARCOS SERVICE LEVEL AGREEMENT
This SLA is subject to the ARCOS Master Service Agreement (sometimes referred to herein as “Agreement”) entered into between ARCOS LLC and City of Santa Clara.

1. ARCOS SYSTEM SECURITY. The ARCOS System infrastructure is supported by ﬁre protection (detection and suppression), environmental control, electrical power including UPS, backup generator power, redundant network elements, physical security (building, rack), network security (managed ﬁrewall, denial of service protection, packet ﬁltering, VPN, network monitoring), 24x7x365 hosting facility monitoring and access, digital voice services, storage and backup and recovery services and disaster recovery including standby backup servers.

2. DEFINITIONS. The following deﬁnitions and hours of operation apply to this Service Level Agreement. Capitalized terms not deﬁned in this Service Level Agreement will have such meaning as is ascribed to those terms in the Customer’s master service agreement with ARCOS (sometimes referred to herein as the “Agreement”).

2.1. “ARCOS System” means the ARCOS proprietary system as deﬁned in the Customer‘s master service agreement with ARCOS and in an applicable work order.

2.2. “ARCOS On-Premises Solution” means the ARCOS proprietary software solution as deﬁned in Section 2.10 of this Service Level Agreement.

2.3. “Authorized Contacts” is identiﬁed in Section 3.1.6 below.

2.4. “Cloud-Based Solutions” means the hosted portions of the ARCOS System.

2.5. “End User(s)” means any person with a valid User Account who is authorized by Customer to access and use the ARCOS System or ARCOS On- Premises Solution.

2.6. [Intentionally Omitted.]

2.7. The Hours of Operation for the United States and Canada are as follows:

2.7.1. ARCOS Ofﬁce – Normal Business Hours
Monday through Friday, 8:00 a.m. to 5:00 p.m., Eastern Time, Excluding ARCOS (U.S.) Holidays:
• New Year’s Day,
• Memorial Day,
• Labor Day,
• Independence Day (July 4)
• Thanksgiving Day,
• The Friday after Thanksgiving Day, and
• Christmas Day

2.7.2. Hours for ARCOS Support Services (Cloud-Based Solutions) Normal Hours are Monday through Sunday, 7:00 a.m. to 10:00 p.m. Eastern Time “ARCOS Support Services” are as deﬁned in this SLA.

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2.7.3. ARCOS Support Services (Cloud-Based Solutions) 24x7x365 Support are maintained with a combination of electronic mail and telephone voice mail systems.

2.7.4. Hours for ARCOS Support Services (On-Premises Solutions) Normal Hours are Monday through Friday, 8:00 a.m. to 5:00 p.m. Eastern Time. (Please note that there are no 24x7x365 ARCOS Support Services for On-premises Solutions).

2.8. “Incident” means a single support question and the efforts of ARCOS to address it.

The Customer and an ARCOS Support technician will jointly conﬁrm/validate the Incident and deﬁne the parameters for a mutually acceptable solution. An Incident could result from:
• An ARCOS System or ARCOS On-Premises Solution “Issue” (deﬁned below); • Procedural “how to” questions;
• “Why did this happen like this” questions;
• Problems logging in to the ARCOS System or ARCOS On-Premises Solution; • A new Request from a Customer.

2.9. “Issue” means an Incident resulting from a reproducible defect or a behavior that deviates from the ARCOS System or ARCOS On -Premises Solution speciﬁcations and documentation. An Issue may be identiﬁed via an Incident; however, Incidents are not limited to Issues (see Section 2.8, above).

2.10. “On-Premises Solutions” means those portions of the ARCOS Products that are on premises with a Customer, and that are not hosted by ARCOS or its service providers.

2.11. “Permanent Correction” means inclusion of an Issue correction in a generally available ARCOS System release.

2.12. “Requests” means a request by Customer for a tool or feature that is not included in the current set of ARCOS System or ARCOS On -Premises Solution features.

2.13. “ARCOS Support Services” means the services as set forth in this Attachment provided to assist Customer in the resolution of Incidents.

2.14. “Support Outage” means the time during which the Cloud -Based Solutions are unavailable for Customer use due to maintenance, upgrades and/or other corrective actions, whether emergency or routine.

3. ARCOS SUPPORT SERVICES.

3.1. Scope of Services: ARCOS will provide Customer with the following ARCOS Support Services:

3.1.1. Support Team. ARCOS will provide qualiﬁed personnel with sufﬁcient technical expertise, training and/or experience to perform ARCOS Support Services for Customer.

3.1.2. Installation and Conﬁguration Support. ARCOS will provide support to Customer in the conﬁguration of the ARCOS System or ARCOS On- Premises Solution.

3.1.3. Incidents. ARCOS will provide support to Customer for any Incident that may arise from Customer's or an End User’s use of the ARCOS System or ARCOS On- The City of Santa Clara, California, a chartered California municipal corporation / ARCOS LLC

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Premises Solution. This support will include commercially reasonable efforts by ARCOS to identify whether an Issue caused the Incident and, a Permanent Correction of the Issue may be addressed in a future ARCOS System or ARCOS On-Premises Solution release.

3.1.4. Consulting. ARCOS reserves the right to refer Customer to the ARCOS consulting group (ARCOS professional services group) for additional assistance in resolving problems that: (i) are not Issues; and / or (ii) fall outside the scope of ARCOS Support Services. Such consulting services by ARCOS’s professional services’ group would be subject to ﬁxed price quoted fees for such consulting and implementation services, based on requirements. Such services shall only be performed if authorized pursuant to Section 1.5.

3.1.5. Third-Party Products. The ARCOS System or ARCOS On-Premises Solution may from time-to-time, or in certain conﬁgurations or custom functionality requested by Customer, contain certain third-party technology embedded into or included with the system. The ARCOS Support Services apply only to ARCOS-developed software and not to third-party technology. With respect to major Incidents in the third-party technology, ARCOS will use commercially reasonable efforts to work with the appropriate third party to resolve such problems.

3.1.6. Authorized Contacts. The Customer will identify three (3) contacts to act as the primary technical liaisons responsible for all communications with ARCOS (hereafter, “Authorized Contact(s)”). Authorized Contacts will have sufﬁcient technical expertise, training and/or experience to perform Customer obligations under the Agreement. Customer will designate, in writing and/or electronic mail to ARCOS, its Authorized Contact(s) within one (1) week after execution of the Agreement, and may substitute Authorized Contact(s) at any time by providing one (1) week prior written and/or electronic notice to ARCOS. An Authorized Contact may include a Customer’s help desk afﬁliate and/or a Customer’s technical support afﬁliate.

3.1.7. Remote Support. ARCOS will provide Customer with 24 x 7 x 365 remote ARCOS Support Services (Cloud-Based Solutions only) via an ARCOS Support Services line and electronic mail. Remote support is provided by ARCOS support technicians. It is the responsibility of the ARCOS support technician to coordinate the resolution of Incidents, to communicate with Customer for additional information, provide telephone or electronic mail resolution or acceptable workaround, as applicable, and to supply the Incident correction and/or update as necessary.

3.2. Exclusions from ARCOS Support Services. The ARCOS Support Services do not apply to problems related to non -ARCOS software or services, to Customer’s computer systems, networks and infrastructure, including without limitation, to non - ARCOS software operating on Customer’s computer systems, to Customer’s network connectivity and communications systems, problems caused by Customer’s or End User’s negligence, or problems related to third party networks or the internet.

3.3. Issue Reporting:

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3.3.1. Customer’s Authorized Contacts: All inquiries to ARCOS about ARCOS Support Services must be made by Authorized Contact(s), and documented in electronic format speciﬁed and provided by ARCOS

3.3.2. Required information: All inquiries made to ARCOS shall include the following information (“Required Information”):

3.3.2.1. Customer company name, contact name, contact organization and phone number.

3.3.2.2. Exact wording of all related error messages.

3.3.2.3. A full description of the Issue and expected results.

3.3.2.4. Any special circumstances surrounding the discovery of the Issue.

3.4. ARCOS’ Obligations:

3.4.1. Issues. For each Issue reported by Customer, ARCOS will perform the following:

3.4.1.1. Maintain a telephone number for Customer to call to report an Issue and to receive assistance from ARCOS.

3.4.1.2. Conﬁrm receipt of the reported Issue. The conﬁrmation shall contain an identifying case number that will be used in all subsequent communications with ARCOS.

3.4.1.3. Work with Customer to set a priority for the Issue based on the priority criteria outlined in Section 4 below.

3.4.1.4. Analyze the Issue and verify the existence of the problems resulting in the Issue.

3.4.1.5. Give Customer direction and assistance in resolving the Issue.

3.4.2. Requests. ARCOS will review Requests during its normal product revision cycles.

ARCOS is under no obligation to incorporate any modiﬁcations or new features requested by Customer into any ARCOS System or into any ARCOS On-Premises Solution product release.

3.5. General Questions. ARCOS will review general questions about use of the ARCOS System or ARCOS On -Premises Solution that do not result in the registration of an Issue or Request.

3.6. Customer Obligations. Before reporting an Issue to ARCOS, Customer shall:

3.6.1. Appoint a maximum of three (3) Authorized Contacts(s) for all matters relating to ARCOS Support Services.

3.6.2. Obtain all Required Information as outlined above in Section 3.3.2.

3.6.3. Include the identifying case number in any subsequent communications with ARCOS on an existing Issue.

4. ISSUE SEVERITY LEVELS AND ARCOS CORRECTION GOALS.

4.1. General. Issues reported to ARCOS will be escalated to the ARCOS engineering department. Each Issue will be assigned a severity level (“Severity Level”) (Level 1 through 3) as needed.

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4.2. Correction. ARCOS will take corrective actions in accordance with the time parameters deﬁned below, to correct Issues in the ARCOS System or in the ARCOS On-Premises Solution that Customer identiﬁes, classiﬁes and reports to ARCOS, that ARCOS substantiates, and that ARCOS determines require correction. ARCOS may reclassify Issues if it reasonably believes that Customer classiﬁcation is incorrect.

ARCOS will not be required to correct any Issue caused by (a) problems with Customer’s computer system, as set forth in Section 3.2 above, (b) any nonconforming use by Customer or by an End User; (c) use of the ARCOS System or ARCOS On-Premises Solution for other than the speciﬁc purpose for which the ARCOS System or ARCOS On -Premises Solution are designed; or (d) Customer’s failure to incorporate any upgrades or other releases previously provided by ARCOS which correct such Issues.

4.3. Communication. ARCOS will use commercially reasonable efforts to continue communication with Customer about reported Issues via telephone or electronic mail, so long as the Issue remains open.

4.4. Resolution Process. ARCOS will use commercial ly reasonable efforts to resolve each Severity Level 1 Issue by providing a speciﬁc action plan as to how the issue will be addressed and an estimate of how long it will take before the Issue can be rectiﬁed in a future release. Severity Level 2 and Severi ty Level 3 Issues will be considered in the planning of future releases, but no action plans will be provided with regard to these failures.

4.5. Severity Levels. Severity levels (“Severity Levels”) deﬁned below are assigned to reproducible Issue conditions as a result of a Customer reported Issue, and are used to schedule the appropriate engineering response, if needed, by ARCOS for purposes of workaround and Permanent Correction timeframes. Each Severity Level has an associated “Permanent Correction” response time goal. The Severity Levels for Issues are as follows:

ISSUE / SEVERITY
LEVEL

CONDITION/ IMPACT PERMANENT CORRECTION RESOLUTION/ CLOSURE CONDITIONS SEVERITY 1
Customer calls
ARCOS Support
Services line;
response will be
within ten (10)
minutes
Critical business impact. End
User has complete loss of
service or loss of critical, key
functionality without a
reasonable mutually
agreeable workaround and
work cannot reasonably
continue. Complete loss of
service includes consistent
crashes or hangs, incorrect
data or data corruption.

Inability to perform critical,
key functionality due to
extreme slow performance
of ARCOS System or ARCOS
On-Premises Solution is
included.

An attempt will be made to
make the system functional
(Severity 2) within four (4)
hours. A Correction will be
provided to Customer as a
patch to the current version
of the ARCOS System or
ARCOS On-Premises Solution,
and will be included in the
next product release. A
written root-cause and
solution response will be
provided by ARCOS within
ĮǀĞ(5) business days from
problem resolution.

The Issue will be considered
resolved and closed when
Customer receives information that
resolves the Issue or a mutually
agreed upon workaround that is
affirmatively accepted by the
Customer in writing (e -mail
acceptable).

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ISSUE / SEVERITY
LEVEL

CONDITION/ IMPACT PERMANENT CORRECTION RESOLUTION/ CLOSURE CONDITIONS SEVERITY 2
Customer calls
ARCOS Support
Services line;
response will be
within ten (10)
minutes.

End User experiences some
limitation in the product
feature set that is not
cosmetic in nature and does
not directly impact
bargaining unit rules or
business rules and does not
occur during a storm or
emergency situation.

A mutually agreeable
workaround will be
provided to Customer
contact.

Correction will be provided
to Customer as a patch to
the current version of the
ARCOS System or ARCOS On-
Premises Solution and will
be included in the next
product release.

The Issue will be considered closed
under one of the following
conditions: Customer receives
information that resolves the Issue
or a mutually agreed upon
workaround. The Issue will be
considered resolved after 10
business days, after a Įnal message
has been left on Customer’s voice
mail or sent via e - mail and no
Customer response has been
received. The Issue can be later
reopened if the Issue has not been
resolved.

SEVERITY 3
Customer uses
ARCOS Support
Services email
address; response
will be within one
(1) business day
A failure that has little or no
impact on an End User’s
time. This may include, but is
not restricted to, “cosmetic”
defects such as spelling
errors.

In next feasible product
release.

The Issue will be considered closed
under one of the following
conditions: Customer receives
information that resolves the Issue
or a mutually agreed upon
workaround. The Issue will be
considered resolved after ten (10)
business days, ĂĨƚĞƌĂĮŶĂůŵĞƐƐĂŐĞ
has been left on Customer’s voice
mail or sent via e-mail and no
Customer response has been
received. The Issue can be later
reopened if the Issue has not been
resolved.

NOTE: New Customer Requests or request for documentation enhancement are reviewed by an ARCOS product manager before each product release; these may or may not be included in a future release.

4.6. Outages. From time-to-time, ARCOS may schedule support outages in order to perform maintenance of the ARCOS Cloud -Based Solutions.

4.6.1. Periodic, Scheduled Outages. ARCOS retains the discretionary right to schedule outages every other Thursday (even week numbers) between the hours of 11:00 a.m. – 1:00 p.m. Eastern Time (ARCOS will not, necessarily, schedule outages during such periods). Any scheduled outage is to perform maintenance on the PRODUCTION environment. The Quality Assurance environment will be available to the Customer from 7:00 a.m. – 6:00 p.m., MONDAY – THURSDAY Eastern Time, and 7:00 a.m. – 1:00 p.m. on FRIDAY — CLOUD-BASED SOLUTIONS ONLY.

4.6.2. Other Scheduled Outages. ARCOS may schedule other outages (“Supplemental Outages”) with forty-eight (48) hours’ notice to Customer — CLOUD-BASED SOLUTIONS ONLY.

4.6.3. Emergency Outages. In the event of an emergency outage (an “Emergency Outage”), ARCOS will provide Customer with immediate notiﬁcation of the outage.

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restored service.

4.6.4. Notiﬁcation. Support Outage notiﬁcation will be made via email forty-eight (48) hours prior to Supplemental Outages outside of the schedule deﬁned in Section

5.1. Support Outage notiﬁcation will be made electronically prior to Emergency Outages. The notiﬁcation will include the following information:

4.6.4.1. Beginning date and time of outage.

4.6.4.2. Ending date and time of outage.

4.6.4.3. Reason for outage

4.6.4.4. Impact, included system components affected.

4.6.4.5. Who to contact with questions.

5. MONTHLY PERFORMANCE LEVEL CALCULATION — CLOUD-BASED SOLUTIONS ONLY.

5.1. Deﬁnitions. The following deﬁnitions will apply to this Section 5 (all times are for the eastern (New York) time zone).

5.1.1. “Scheduled Maintenance Time” (or “SMT”) is deﬁned to be the period of time during which ARCOS retains the discretionary right to cause the Cloud-Based Solutions to be unavailable due to maintenance, upgrades and patches. The Scheduled Maintenance Time schedule is as follows: every other Thursday (even week numbers) from 11:00 a.m. through 1:00 p.m. Eastern Time (ARCOS will not, necessarily, schedule outages during such periods).

5.1.2. “Monthly Performance Level” (or “MPL”). ARCOS will provide service levels for the Cloud-Based Solutions that meet or exceed the Monthly Performance Level calculated for a calendar month. The MPL is calculated as follows: MPL = .98 x (Total Monthly Hours - SMT).

5.2. Credit. ARCOS shall pay to Customer liquidated damages in the form of a credit against annual charges for a Monthly Performance Level that fails to meet or exceed 98%. Liquidated damages for excessive downtime shall be in the form of a credit due Customer against the ﬁxed annual fees, actually paid by the Customer, and such credit shall be calculated as the difference between the Monthly Performance Level ratio attained during a calendar month and 100%, provided the performance level is less than 98%. (Examples: if the performance level is 92%, the credit to the Customer would be 8% of the ﬁxed annual fees; if the performance level is 98% or more, there is no credit due to the Customer.) The Monthly Performance Level calculation shall be determined in accordance with Section 5.1.2. The remedies set out in this Section 5.2 are not cumulative and will be Customer’s sole and exclusive remedy for non- performance under this Service Level Agreement.

5.3. Exclusions from Credit. For the purpose of calculating the MPL, the following shall be disregarded from any calculation for MPL:

5.3.1. Periods where outages are due to Customer equipment;

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without limitation, custom scripting or coding (e.g., CGI, Perl, HTML, ASP, etc.);

5.3.1.2. Outages elsewhere on the internet that prevent access to an account;

5.3.1.3. Outages reported by Customer but no outage is found or conﬁrmed by ARCOS;

5.3.1.4. Periods where Customer’s staff are inaccessible in order to conﬁrm service operation after clearance of any outage;

5.3.1.5. Periods taken by Customer to conﬁrm access to the Cloud-Based Solutions after an outage has been cleared by ARCOS; or

5.3.1.6. Periods where interruptions are caused by events beyond the reasonable control of ARCOS, including, without limitation, acts of any governmental body, war, insurrection, sabotage, armed conﬂict, embargo, ﬁre, ﬂood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third-party services, or virus attacks or hackers.

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EXHIBIT B

ARCOS PRIVACY POLICY

ARCOS LLC (“ARCOS”, “Company”, “we”, “us”, or “our”) respects your privacy and is committed to protecting it through our compliance with this privacy notice. This privacy notice describes how and why we collect, store, use, and/or share (“process”) your information when you use our services in which this privacy notice is directly linked (“Services”), such as when you:
• Visit our website at https://www.arcos-inc.com, or any website of ours that links to this privacy notice.
• Download and use certain of our mobile applications such as ARCOS Mobile Plus, or any other application of ours that links to this privacy notice.

This privacy notice applies only to the personal information that we collect while enabling or providing the Services in which this privacy notice is directly linked. This privacy notice does not apply to any other services, data or information collected by us online or ofﬂine. Other services offered by ARCOS may have their own applicable privacy notice.

This Privacy Policy is subject to the ARCOS Master Service Agreement (sometimes referred to herein as “Agreement”) entered into between ARCOS LLC and the City of Santa Clara.

1. Special Note Regarding ARCOS's Role as a Service Provider

1.1. IF YOU ARE AN EMPLOYEE, PROSPECTIVE EMPLOYEE, CONTRACTOR, OR OTHER AUTHORIZED PERSON (“AUTHORIZED USER”) OF A COMPANY OR

ORGANIZATION THAT SUBSCRIBES TO OR LICENSES THE ARCOS SERVICES (AN ARCOS “CUSTOMER”), THEN THE PRIVACY NOTICE AND OTHER

POLICIES AND PROCEDURES OF THE CUSTOMER GOVERNS AND

CONTROLS THE COLLECTION, USE, PROCESSING AND RETENTION OF YOUR PERSONAL INFORMATION.

1.2. UNDER APPLICABLE PRIVACY LAWS, WE ARE A "SERVICE PROVIDER" (ALSO KNOWN AS A "DATA PROCESSOR" IN SOME JURISDICTIONS).

1.3. ARCOS'S CUSTOMER REMAINS THE "BUSINESS" (ALSO KNOWN AS THE "DATA CONTROLLER" IN SOME JURISDICTIONS) THAT COLLECTS YOUR

PERSONAL INFORMATION, OR ON THE BEHALF OF WHICH SUCH

INFORMATION IS COLLECTED, INCLUDING THROUGH THE USE OF ARCOS SERVICES.

1.4. THE CUSTOMER DETERMINES THE PURPOSES AND MEANS OF THE PROCESSING OF YOUR PERSONAL INFORMATION. INDIVIDUAL AUTHORIZED

USERS OF OUR CUSTOMERS WHO SEEK ACCESS TO THEIR PERSONAL

INFORMATION, OR WHO SEEK TO CORRECT, AMEND, OR DELETE

INACCURATE PERSONAL INFORMATION SHOULD DIRECT THEIR REQUESTS

TO THE ADMINISTRATOR AT THE ARCOS CUSTOMER WHO AUTHORIZED THEIR USE.

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1.5. ARCOS CUSTOMERS CAN DIRECT ARCOS TO TAKE ACTIONS WITH RESPECT

TO THE PERSONAL INFORMATION OF AUTHORIZED USERS AND, IN SOME

CASES, CUSTOMERS AND AUTHORIZED USERS MAY BE EMPOWERED TO

TAKE SUCH ACTIONS DIRECTLY USING THE FUNCTIONALITY OF THE SERVICES.

2. Children Under the Age of 18
The Services are not intended for children under 18 years of age, and ARCOS does not knowingly collect personal information from children under 18. If we learn we have collected or received personal information from a child under 18 without veriﬁcation of parental consent, we will delete that information. If you believe we might have any information from or about a child under 18, please contact us using any of the methods provided at the bottom of this notice.

3. Information We Collect and How We Collect It
We collect information from and about users of our Services in the following ways:
• Our Customers provide us information with respect to their Authorized Users in order to set up accounts and to enable access to and use of the Services • We receive information directly from you when you provide it to us Our systems receive some information automatically

4. Information Provided by Our Customers
When our Customers contract with ARCOS to make Services available to their Authorized Users, the Customer may provide ARCOS personal information necessary for ARCOS to enable and provide the Services, which may include:
• Names
• Phone Numbers
• Email addresses
• Physical mailing addresses
• Job title

5. Information You Provide to Us

5.1. When you download, register with, or use these Services, we may ask you to provide information, which may include some of the above types of information, and which may also include your:
• Username
• Password
• Contact preferences

5.2. Likewise, we may collect other information you provide under certain circumstances such as:

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• Records of your communications with us, including your email address, phone number, and the content of your communications to us
• Your responses to surveys that we might ask you to complete for research or marketing purposes

5.3. You may also provide information for publication or display ( “Posted ”) on public areas of the Services (collectively, “User Contributions ”). For example, some of our Services, including our mobile applications, may include functionality for users to share their information with other users, including the Authorized Users of one or multiple different Customers, where the Customers have agreed to share this information. In such cases, your User Contributions and those of other Authorized Users enable functionality such as coordinating available resources, scheduling, and communications.

5.4. Your User Contributions are Posted and transmitted to others at your own risk.

Additionally, we cannot control the actions of third parties with whom you may choose to share your User Contributions. Therefore, we cannot and do not guarantee that your User Contributions will not be viewed by unauthorized persons.

6. Automatic Information Collection
When you download, access, and use the Services, ARCOS may use technology to automatically collect:
• Device Information. ARCOS may collect information about your mobile device and internet connection, including the device information (such as your mobile device ID, model, and manufacturer), operating system, version information and system conﬁguration information, device and application identiﬁcation numbers, browser type and version, hardware model, Intern et service provider and/or mobile carrier, and Internet Protocol (IP) address (or proxy server). If you are using ARCOS’s application(s), we may also collect information about the phone network associated with your mobile device, your mobile device’s operating system or platform, the type of mobile device you use, your mobile device’s unique device ID, and information about the features of our application(s) you accessed.
• Push Notiﬁcations. ARCOS may request to send you push notiﬁcations regarding your account or certain features of the application(s). If you wish to opt out from receiving these types of communications, you may turn them off in your device’s settings; however, doing so may limit our ability to provide you the Services. • Location Information. ARCOS may request access or permission to track location - based information from your mobile device, either continuously or while you are using our mobile application(s), to provide certain location -based services. If you wish to change our access or permissions, you may do so in your device’s settings; however, doing so may limit our ability to provide you the Services.

If you do not want us to collect this information do not download the Services or delete it from your device. For more information, see Choices About How We Use and Disclose Your Information, below.

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7. Information Collection Technologies
The technology ARCOS uses for automatic information collection may include:
• Cookies (or mobile cookies). A cookie is a small ﬁle placed on your smartphone. It may be possible to refuse to accept mobile cookies by activating the appropriate setting on your smartphone. However, if you select this setting, you may be unable to access certain parts of our Services.
• Web Beacons. Screens of the Services and ARCOS emails may contain small electronic ﬁles known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit ARCOS, for example, to count users who have visited certain scre ens or opened an email and for other related statistics (for example, recording the popularity of certain content and verifying system and server integrity).

8. Sensitive Personal Information

8.1. ARCOS does not collect or process most types of sensitive personal information such as the following:
• social security, driver's license, state identiﬁcation card, passport number • ﬁnancial information such as ﬁnancial accounts, debit cards, or credit card number in combination with any required security or access code, password, or credentials allowing access to such accounts
• racial or ethnic origin, religious or philosophical beliefs, or union membership • the contents of your mail, email, and text messages unless ARCOS or its Customer is the intended recipient of the communication genetic data • Information concerning your health, sex life, or sexual orientation

8.2. Depending on how you use the Services, ARCOS may collect and process the following information in order to provide the Services:
• your geolocation information as necessary for certain functionality of the Services your gender, including for pur poses of scheduling hotel accommodations
• biometric information such as your ﬁngerprint or facial recognition for the purpose of security veriﬁcation

9. How We Use Your Information

9.1. We use information that we collect about you or that you provide to us, includi ng any personal information, to:
• Provide you with the Services and its contents, and any other information, products or services that you request from us.
• Fulﬁll any other purpose for which you provide it.
• Give you notices about your account, including expiration and renewal notices. • Carry out our obligations and enforce our rights arising from any contracts The City of Santa Clara, California, a chartered California municipal corporation / ARCOS LLC

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entered into between you and us, including for billing and collection. • Notify you when Services updates are available, and of changes to any products or services we offer or provide through it.

9.2. The usage information we collect helps us to improve our Services and to deliver a better and more personalized experience by enabling us to:
• Estimate our audience size and usage patterns.
• Store information about your preferences, allowing us to customize our Services according to your individual interests. Improve the functionality or performance of the Services.
• Recognize you when you use the Services.

9.3. As noted above, we also use location information to provide essential functionality, which may include callout and scheduling, crew management, and other functionality in which the location of available resources is needed.

10. Disclosure of Your Information

10.1. We may disclose de-identiﬁed, aggregated information about our users, and information that does not identify and is not linked to or reasonably capable of being linked to any individual or device.

10.2. In addition, we may disclose personal information that we collect or that y ou provide:
• To the Customer who authorized your use
• To contractors, service providers, and other third parties we use to support the Services under the Agreement and who are bound by contractual obligations to keep personal information conﬁdential and use it only for the purposes for which we disclose it to them.
• To a buyer or other successor (including potential buyers or successors during due diligence prior to the completion of a business transaction) in the event of a sale of our Company or a product or service line of the Company, or in the event of merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of the Company’s assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by the Company about our Services users is among the assets transferred.
• To fulﬁll the purpose for which you provide it.
• To comply with any court order, law, or legal process, including to respond to any government or regulatory request.
• To enforce our rights arising from any contracts entered into between you and us, and for billing and collection, as applicable.
• For the purposes of fraud protection and credit risk reduction.

11. How Long Do We Keep Your Information?
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• We retain personal information of Authorized Users of our Customers pursuant to the Agreement. For other users, we will keep your personal information only as long as it is necessary for the purposes set out in this privacy notice, unless a longer retention period is required or permitted by law (such as tax, accounting, or other legal requirements).
• Upon expiration or termination of Agreement, we will either delete or anonymize such information; or, if that is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.

12. Your Choices About Our Collection, Use, and Disclosure of Your Information We strive to provide you with choices regarding the personal information that you provide to us. This section describes mechanisms we provide for you to control certain uses and disclosures of your information.
• Tracking Technologies. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. If you disable or refuse cookies or block the use of other tracking technologies, some parts of the Services then may be inaccessible or may not function properly.
• Location Information. You can choose whether or not to allow the Services to collect and use real -time information about your device’s location through the device’s privacy settings or browser settings as applicable. If you block the use of location information, some parts of the Services may become inaccessible or not function properly.
• Opting Out of Marketing and Promotional Communications: You can unsubscribe from our marketing and promotional communications at any time by clicking on the unsubscribe link in the emails that we send, or by contacting us using the details provided at the bottom of this notice. You will then be removed from the marketing lists. However, we may still communicate with you – for example, to send you service- related messages that are necessary for the administration and use of your account, to respond to service requests, or for other non-marketing purposes.

13. Accessing and Correcting Your Personal Information

INDIVIDUAL AUTHORIZED USERS OF OUR CUSTOMERS WHO SEEK ACCESS TO

THEIR PERSONAL INFORMATION, OR WHO SEEK TO CORRECT, AMEND, OR

DELETE INACCURATE PERSONAL INFORMATION SHOULD DIRECT THEIR

REQUESTS TO THE ADMINISTRATOR AT THE ARCOS CUSTOMER WHO AUTHORIZED THEIR USE. ARCOS CUSTOMERS CAN DIRECT ARCOS TO TAKE

ACTIONS WITH RESPECT TO THE PERSONAL INFORMATION OF AUTHORIZED

USERS AND, IN SOME CASES, CUSTOMERS AND AUTHORIZED USERS MAY BE

EMPOWERED TO TAKE SUCH ACTIONS DIRECTLY USING THE FUNCTIONALITY OF THE SERVICES.

Other users may contact us using the methods provided at the bottom of this privacy notice.

14. Controls For Do-Not-Track Features
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Most web browsers and some mobile operating systems and mobile applications include a Do-Not-Track ("DNT") feature or setting you can activate to signal your privacy preference not to have data about your online browsing activities monitored and collected. At this stage no uniform technology standard for recognizing and implementing DNT signals has been ﬁnalized. As such, we do not currently respond to DNT browser signals or any other mechanism that automatically communicates your choice not to be tracked online. If a standard for online tracking is adopted that we must follow in the future, we will infor m you about that practice in a revised version of this privacy notice.

15. Data Security
We have implemented appropriate and reasonable technical and organizational security measures designed to protect the security of any personal information we process.

However, despite our safeguards and efforts to secure your information, no electronic transmission over the Internet or information storage technology can be guaranteed to be 100% secure, so we cannot promise or guarantee that hackers, cybercriminals, or other unauthorized third parties will not be able to defeat our security and improperly collect, access, steal, or modify your information. Although we will do our best to protect your personal information, any transmission of personal information to and from our Services is at your own risk. You should access the Services only within a secure environment.

15.1. The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Services, you are responsible for keeping this password conﬁdential. We ask you not to share your password with anyone. We urge you to be careful about giving out information in public areas of the Services. The information you share in public areas may be viewed by any user of the Services.

15.2. Unfortunately, the transmission of information via the internet and mobile platforms is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted through our Services (transmission of personal information is at your own risk). We are not responsible for circumvention of any privacy settings or security measures we provide.

16. Your State Privacy Rights
State consumer privacy laws may provide their residents with additional rights regarding our use of their personal information. If you are a resident of a state that has an applicable privacy law, then the disclosures below may apply to you depending on your relationship with respect to the Services. In other cases, the disclosures of this notice are informational only and may not apply to you and/or may be subject to the privacy notices, policies, and procedures of another party. Please see the Special Note Regarding ARCOS’s Role as a Service Provider above.

17. California Shine the Light User Rights
California Civil Code Section 1798.83, also known as the “Shine The Light” law, permits our users who are California residents to request and to obtain from us, once a year and free of charge, information about categories of personal information (if any) we disclosed to third The City of Santa Clara, California, a chartered California municipal corporation / ARCOS LLC

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parties for direct marketing purposes and the names and addresses of all third parties with which we shared personal information in the immediately preceding calendar year.

If you are an Authorized User of an ARCOS Customer, and would like to make such a request, please contact the ARCOS Customer who authorized your use of ARCOS products and services. For all other users who are California residents, please contact ARCOS using the contact information provided below and include the email address associated with your account and a statement that you reside in California.

18. California Consumer Privacy Act (CCPA) Privacy Notice The California Consumer Privacy Act (CCPA) is a law that protects persons who the law deﬁnes as “consumers.” A consumer is a natural person who is a California resident, as deﬁned under California law, and includes:
(1) every individual who is in the State of California for other than a temporary or t ransitory purpose and
(2) every individual who is domiciled in the State of California who is outside the State of California for a temporary or transitory purpose.

All other individuals are deﬁned as “non -residents” and are not “consumers” under the CCPA.

As noted above, however, in many cases, ARCOS’s role is to provide services to a business or other organization (ARCOS’s “Customers”) by enabling the Customer’s employees, contractors, and other authorized persons (“Authorized Users”) to use ARCOS- provided online software and mobile applications. This includes mobile applications such as ARCOS Mobile Plus. In these situations, ARCOS is a “service provider” per the deﬁnition in the California Consumer Privacy Act (CCPA). This means that ARCOS processes information on behalf of its Customers and such Customers disclose (or ARCOS collects on behalf of the Customers) personal information of the Authorized Users for a business purpose pursuant to a written contract. The Agreement prohibits ARCOS from retaining, using, or disclosing the personal information for any purpose other than for the speciﬁc purpose of performing the services speciﬁed in the contract for the business, or as otherwise permitted by law, including retaining, using, or disclosing the personal information for a commercial purpose other than providing the services speciﬁed in the Agreement.

If ARCOS is acting in the capacity of a service provider with res pect to your use of ARCOS Services, then the privacy policy of the ARCOS Customer that authorized your use will control. In other situations, if you qualify as a California consumer, and no CCPA exception applies, then the following provisions may apply to you.

19. What categories of personal information do we collect? We have collected the following categories of personal information in the past twelve (12) months:

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Category Examples Collected
A. Identiﬁers Contact details, such as real name, alias, postal address, telephone or mobile contact number, unique personal identiﬁer, online identiﬁer, Internet Protocol address, email address, and account name
Yes
B. Personal information
categories listed in the
California Customer
Records statute
Name, contact information, education, employment, employment history, and ﬁnancial information
Yes
C. Protected classiﬁcation
characteristics under
California or federal law
Gender and date of birth Yes
D. Commercial
information
Transaction information, purchase history, ﬁnancial details, and payment information
No
E. Biometric information Fingerprints and voiceprints Yes F. Internet or other
similar network activity
Browsing history, search history, online behavior, interest data, and interactions with our and other websites, applications, systems, and advertisements
Yes
G. Geolocation data
Device
Device location Yes
H. Audio, electronic,
visual, thermal, olfactory,
or similar information
Images and audio, video or call recordings created in connection with our business activities
Yes
I. Professional or
employment-related
information
Business contact details in order to provide you our services at a business level or job title, work history, and professional qualiﬁcations if you apply for a job with us
Yes
J. Education Information Student records and directory information No K. Inferences drawn from
other personal
information
Inferences drawn from any of the collected personal information listed above to create a proﬁle or summary about, for example, an individual’s preferences and characteristics
No

We may also collect other personal information outside of these categories in instances where you interact with us in person, online, or by phone or mail in the context of:
• Receiving help through our customer support channels
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• Participation in customer surveys or contests
• Facilitation in the delivery of our Services and to respond to your inquiries

20. How do we use and share your personal information?
More information about our data collection and use practices can be found in this privacy notice.

21. Will your information be shared with anyone else?
If you are an Authorized User of an ARCOS Customer, then we may share any of the information we collect with the Customer pursuant to the Agreement.

We may also disclose your personal information with our service providers pursuant to the Agreement and each service provider that processes the information on our behalf. Without limitation, this may include service providers who assist ARCOS in understanding how its Services are used, including the number of page or screen views or clicks.

We may also disclose your personal information to provide the Services that you or a Customer requests, such as:
• Providing personal information such as name and contact information and gender to hotels to facilitate your or a Customer’s request to arrange accommodations for you • Enabling your or a Customer’s sharing of your personal identiﬁers, contact information, employer, job title, and geo location information with other Authorized Users or Customers to facilitate the delivery of Services, including allowing Authorized Users and Customers to coordinate and communicate work schedules • Any of the other Services and functionality described in this Notice or for which you are notiﬁed.

ARCOS LLC has not sold any personal information to third parties for a business or commercial purpose in the preceding twelve (12) months. ARCOS LLC will not sell personal information in the future.

22. Your rights with respect to your personal data

22.1. Right to request deletion of the data – Request to delete You can ask for the deletion of your personal information.

If you are an Authorized User of an ARCOS Customer, then you should contact the Customer to request deletion of your personal information.

Other users may ask us to delete their personal information and we will honor such requests, subject to certain exceptions provided by law, such as (but not limited to) the exercise by another consumer of his or her right to free speech, our compliance requirements resulting from a legal obligation, or any processing that may be required to protect against illegal activities.

22.2. Right to be informed – Request to know
Depending on the circumstances, you may have a right to know:

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• whether we collect and use your personal information
• the categories of personal information that we collect • the purposes for which the collected personal information is used • whether we sell your personal information to third parties • the categories of personal information that we sold or disclosed for a business purpose
• the categories of third parties to whom the personal information was sold or disclosed for a business purpose
• the business or commercial purpose for collecting or selling personal information
• If you are an Authorized User of an ARCOS Customer, then you should contact the Customer to request disclosures related to your personal information In accordance with applicable law, we are not obligated to provide or delete consumer information that is de-identiﬁed in response to a consumer request or to re -identify individual data to verify a consumer request.

22.3. Right to Non-Discrimination for the Exercise of a Consumer’s Privacy Rights We will not discriminate against you if you exercise your privacy rig hts. As noted in this privacy notice, some requests may disable functionality of the Services.

23. Veriﬁcation process
If you are an Authorized User of an ARCOS Customer, then you should contact the Customer to request actions related to your personal information and the Customer’s policies and procedures will determine how your request is veriﬁed.

For other users, the following describes our approach to verifying consumer requests:

Upon receiving your request, we will need to verify your identity in order to determine you are the same person about whom we have the information in our system. These veriﬁcation efforts require us to ask you to provide information so that we can match it with information you have previously provided to us. For instance, depending on the type of request you submit, we may ask you to provide certain information so that we can match the information you provide with the information we already have on ﬁle, or we may contact you through a communication method (e.g., phone or email) that you have previously provided to us. We may also use other veriﬁcation methods as the circumstances dictate.

We will use only personal information provided in your request to verify your identity or authority to make the request. To the extent possible, we will avoid requesting additional information from you for the purposes of veriﬁcation. However, if we cannot verify your identity from the information already maintained by us, we may request that you provide additional information for the purposes of verifying your identity and for security or fraud - prevention purposes. We will delete such additionally provided information as soon as we ﬁnish verifying you.

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24. Other privacy rights
• You may object to the processing of your personal information. • You may request c orrection of your personal data if it is incorrect or is no longer relevant, or you may ask to restrict the processing of the information. can designate an authorized agent to make a request under the CCPA on your behalf. We may deny a request from an authorized agent that does not submit proof that they have been validly authorized to act on your behalf in accordance with the CCPA. • You may request to opt out from future selling of your personal information to third parties. Upon receiving an opt -out request, we will act upon the request as soon as feasibly possible, but no later than ﬁfteen (15) days from the date of the request submission to us.
• If you are an Authorized User of an ARCOS Customer, then you should contact the Customer to exercise these right s. Other users may contact use by referring to the contact details at the bottom of this document.

25. Contact Information
If you are an Authorized User of an ARCOS Customer, then you should contact the account administrator at the Customer who authorized your access to the Services.

Other users of ARCOS Services may contact us in the following ways:

To ask questions or to comment about this privacy notice and our privacy practices, contact by:

ARCOS LLC
Attn: Privacy Policy
445 Hutchinson Avenue, Suite 600
Columbus, OH 43235
Web-Submission: https://www.arcos-inc.com/contact-us Email: [email protected] Toll Free Phone Number: 1-888-634-8507

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EXHIBIT C

City of Santa Clara, CA Minimum Insurance Requirements
Without limiting ARCOS indemnification of the City, and prior to commencing any of the Services required under this Agreement, ARCOS shall provide and maintain in full force and effect during the period of performance of the Agreement, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under ARCOS insurance. The minimum coverages, provisions and endorsements are as follows:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$2,000,000 Each Occurrence
$4,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$2,000,000 Personal Injury
Umbrella Insurance
$3,000,000 Each Occurrence
$3,000,000 General Aggregate

2. Exact structure and layering of the coverage shall be left to the discretion of ARCOS; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by ARCOS to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and The City of Santa Clara, California, a chartered California municipal corporation / ARCOS LLC

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ARCOS LLC AND CITY OF SANTA CLARA AGREEMENT Page 40 of 45

c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($ 1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all non-owned and hired autos.

C. WORKERS’ COMPENSATION

1. Workers’ Compensation Insurance Policy as required by statute and employer’s liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

2. The indemnification and hold harmless obligations of ARCOS included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for ARCOS or any subcontractor under any Workers’ Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

D. PROFESSIONAL /CYBER LIABILITY
Professional Liability or Errors and Omissions and Cyber Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of ARCOS. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self -retention must first be approved in writing by the City Attorney’s Office.

E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

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1. Additional Insureds . City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby included as additional insureds in respect to liability arising out of ARCOS’s work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85, or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

2. Primary and non -contributing. Each insurance policy provided by ARCOS shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess, including any self - insurance or self -insured retention they may have except for Professional Liability and Umbrella Liability. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with ARCOS’s insurance.

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non -payment of premiums shall be effective until written notice has been given to ARCOS, who will then inform the City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non -renewal, written notice shall be given at least ten (10) days prior to the effective date of non - renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non -payment of premiums shall be effective until written notice has been given to ARCOS at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non -renewal, written notice shall be given at least thirty (30) days prior to the effective date of non - renewal.

4. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through E of this Exhibit C, above.

F. ADDITIONAL INSURANCE RELATED PROVISIONS
ARCOS and City agree as follows:

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1. ARCOS agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by ARCOS, provide the same minimum insurance coverage required of ARCOS, except as with respect to limits .

ARCOS agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. ARCOS agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

2. ARCOS agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or ARCOS for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

3. The City reserves the right to withhold payments from ARCOS in the event of material noncompliance with the insurance requirements set forth in this Agreement.

G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, ARCOS, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. ARCOS shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.

H. EVIDENCE OF COMPLIANCE
ARCOS or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25 -S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.

Upon City’s request, ARCOS shall submit to City copies of the renewal or replacement certificate of insurance. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

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EBIX Inc.

City of Santa Clara C/O Silicon Valley Power
P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097

Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for ARCOS shall have, and provide written proof of upon written request an insurance company of such financial stability , that is approved by the City or its insurance compliance representatives.

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EXHIBIT D

ARCOS TERMS OF SERVICE (TOS)
IMPORTANT — READ THIS ENTIRE DOCUMENT CAREFULLY: You are being permitted to use the Service because the ARCOS LLC (“ARCOS”) customer (“Customer”), who is likely your employer, has executed a Master Service Agreement (“Master Agreement”) regarding the use of the Service.

These TOS are subject to the ARCOS Master Service Agreement (sometimes referred to herein as “Agreement”) entered into between ARCOS, LLC and City of Santa Clara.

1. Your Content; Access
You shall be solely responsible for all information, data, and anything else you upload to or communicate from the Service, as well as the content of any comments, information, questions, notices, communications, or other information you submit or have delivered through the Website. You are prohibited from posting or transmitting to or from this Website any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other materials that would violate any law or the rights of others, or otherwise violating the terms of the Acceptable Use Policy set forth in Section 3 below.

2. Collection of Personal Information
ARCOS will not sell or rent your personal information to any third parties. ARCOS will not send your personal information to other companies or people unless:
• We need to share your information to provide the product or service requested by the Customer;
• We respond to subpoenas, court orders or legal process; or • We are enforcing the terms of the TOS.

3. Acceptable Use Policy
You agree that you shall not use the Service or the Website to:
• Upload post or otherwise transmit any data or content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable. • Impersonate any person or entity, including, or falsely state or otherwise misrepresent your afﬁliation with a person or entity.
• Upload post or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or ﬁduciary relationships (such as insider information, proprietary and conﬁdential information learned or disclosed as part of employment relationships or under nondisclosure agreements).

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• Upload, post or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party. • Upload post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.
• Upload, post or otherwise transmit any material that you know or should know or suspect contains software viruses or any other computer code, ﬁles or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
• Interfere with or disrupt ARCOS or servers or networks connec ted to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service.

WORK ORDER NO. 0001

TO THE ARCOS

MASTER SERVICE AGREEMENT

BETWEEN ARCOS LLC d/b/a Automated Roster Callout System Company LLC AND

THE CITY OF SANTA CLARA, CALIFORNIA
EFFECTIVE OCTOBER 1, 2024

ARCOS LLC d/b/a Automated Roster Callout
System Company LLC

The City of Santa Clara, California, a chartered
California municipal corporation
8800 Lyra Dr., Suite 200
Columbus, OH 43240
614.396.5500
1500 Warburton Avenue
Santa Clara, California 95050

1. WORK ORDER. This Work Order No. 0001 (“Work Order” or “Work Order No. 01”) is entered into by the Parties under the provisions of that certain ARCOS Master Service Agreement (“ MSA”), between ARCOS LLC ("ARCOS") and the City of Santa Clara, California , a chartered California municipal corporation (“Customer” or “City”), which MSA is dated effective as of October 1, 2024. , This Work Order is subject to the terms and conditions of the MSA, becomes part of the MSA, and may not be terminated except in accordance with the provisions of the MSA. ARCOS and Customer may be referred to individually as a “Party” and collectively as “Parties” in this Work Order. This Work Order includes the following:
• Attachment 1 – Scope of Work
• Attachment 2 – Price Schedule

2. TERM.

2.1. The initial term of this Work Order will begin on October 1, 2024. Customer’s obligation to pay annual SaaS fees will commence upon the Project Initiation Date as defined in the MSA. The term of this Work Order unless earlier terminated as provided in the MSA, will expire on September 30, 2027 (“Initial Term”).

2.2. Provided that the term of the MSA has not expired or terminated, the term of this Work Order may be extended (“Extended Term”), so long as such extension does not exceed the term of the MSA by executing a written amendment to this Work Order between the Parties.

2.3. Collectively, the Initial Term and Extended Term shall be referred herein as “Term”

3. PRODUCTS AND SERVICES . During the Term of this Work Order , ARCOS shall provide Customer with the following applications, products, and services (collectively, “Services”) that are detailed in Attachment 1 to this Work Order:

3.1. ARCOS System. ARCOS shall provide a base production ARCOS System as defined in the MSA.

3.2. Schedule. The base production ARCOS System shall be available to the Customer within ten (10) business days of the later of the Effective Date or ARCOS receipt of a fully executed Work Order. Additional ARCOS System configuration , if any, shall be implemented under a future work order to be signed by the Parties.

3.3. User Accounts. Customer will be responsible for the administration of all end -user login names and passwords for the purpose of authenticating and authorizing by end users of the The City of Santa Clara, California, a chartered California municipal corporation / ARCOS LLC d/b/a Automated Roster Callout System Company LLC WORK ORDER NO. 0001
ARCOS and City of Santa Clara Agreement Page 2 of 16 ARCOS System. Customer will maintain the confidentiality of all User Account information.

3.4. ARCOS Implementation Services; Consulting Services; Training Services.

3.4.1. ARCOS shall provide Customer with base implementation services including, but not necessarily limited to, initial set -up and consulting services to the extent and as provided for in Attachment 1 – Price Schedule. ARCOS shall provide Customer with implementation and consulting services utilizing existing base functionality as described in the ARCOS online document repository available to Customer when logged into the ARCOS System using the link to be provided by ARCOS .

Concurrently upon providing Customer with implementation and consulting services, ARCOS shall provide Customer with training services for using the ARCOS System as provided for in Attachment 1 – Price Schedule. Additional costs are not authorized unless such Work Order or amendment to Work Order is executed between the parties in advance of performing additional services.

3.4.2. Additional Work. Any additional work shall be set forth in a Work Order or amendment to this Work Order executed by the Parties in advance of performing such services.

4. [Intentionally Omitted.]

5. FEES. For the Services provided by ARCOS under this Work Order, Customer will pay ARCOS the fees and charges described in Attachment 1 – Price Schedule.

5.1. Annual Service (“SaaS”) Fee . ARCOS will invoice SaaS fees annually pursuant to Section 5 of the MSA.

5.2. ARCOS Implementation Fees; Consulting Services Fees. Training Fees. (If Applicable) All implementation, training and consulting fees are to be invoiced as provided for in Attachment 1 – Price Schedule.

5.3. Travel and Expenses. Travel and expenses for necessary project meetings including but not limited to Implementation Workshop, Configuration Walkthrough, training meetings (including Train-the-Trainer and other necessary or Customer -requested training meetings), and any other meetings at Customer’s request, will be reimbursed by Customer subject to Section 5 of the MSA. During the Initial Term of this Work Order, Travel and Expense (“T&E”) fees for implementation services to be provided by ARCOS to Customer (including Train the Trainer) will be capped at $15,000 . If the T&E fees are greater than $15,000 during the Initial Term , Customer will not be required to pay the additional T&E fees unless the Parties execute a separate Work Order or amendment to this Work Order authorizing such additional costs.

5.4. Fees for Extended Term . In the event the Parties execute an amendment extending the Initial Term of this Work Order, then fees during such Extended Term will increase, as compared to fees in the Initial Term, as follows: (1) in the first year of the Extended Term, annual SaaS fees, as shown in Attachment 2 of this Work Order, will increase, annually, in an amount not to exceed Annual CPI plus four percent (4%); and (2) increase in annual fees for each of year thereafter shall not exceed six percent (6%) over annual SaaS fees for the immediately preceding year of the Extended Term as applicable (“Annual CPI Increase”).

The aforementioned Annual CPI Index Increase may occur, annually, for each year of the Extended Term of this Work Order.

6. SERVICE LEVELS. ARCOS shall provide the Services and Support Services under this Work Order in accordance with the Service Level Agreement referenced in the MSA.

7. DISASTER RECOVERY . ARCOS shall maintain a business continuity plan or comparable plan as utilized for its customer base as a whole. Upon written request of Customer (e -mail is acceptable), The City of Santa Clara, California, a chartered California municipal corporation / ARCOS LLC d/b/a Automated Roster Callout System Company LLC WORK ORDER NO. 0001
ARCOS and City of Santa Clara Agreement Page 3 of 16 ARCOS shall provide its customary description of the disaster-recovery services, recovery operations, and testing for disaster procedures.

8. ACKNOWLEDGEMENT. Customer acknowledges that this Work Order is subject to and governed by all terms and conditions of the MSA and shall constitute a Work Order to the MSA. Any capitalized terms not defined in this Work Order shall have the meanings ascribed to them in the MSA.

9. EXECUTION. Execution and delivery of this Work Order shall be legally valid and effective through:
(i) hand -delivery; (ii) facsimile transmission, electronic mail in portable document format (“.pdf”) or other electronically scanned format; or (iii) use of an electronic document execution and delivery process, e.g., DocuSign®, Adobe Document Cloud.

AUTHORIZED REPRESENTATIVES . A RCOS and Customer each affirm that it has signed this W ork Order through its authorized representative(s).

ACCEPTED AND AGREED

ARCOS LLC
d/b/a Automated Roster Callout System Company
LLC

the City of Santa Clara, California, a chartered
California municipal corporation

BY: Jason Woods BY: JŌVAN D. GROGAN

TITLE: Chief Financial Officer TITLE: City Manager

SIGNATURE: SIGNATURE:

DATE: DATE:

Approved as to Form

BY: GLEN R. GOOGINS

TITLE: City Attorney

SIGNATURE:

DATE:

The City of Santa Clara, California, a chartered California municipal corporation / ARCOS LLC d/b/a Automated Roster Callout System Company LLC WORK ORDER NO. 0001
ARCOS and City of Santa Clara Agreement Page 4 of 16 ATTACHMENT 1

SCOPE OF WORK

1. Project Specification

Title of Project ARCOS Callout and Crew Manager Implementation (Resource Management Solution)
Customer Name: City of Santa Clara
ARCOS Contact: Jennifer Abbott
ARCOS Phone: (330) 557-0136
ARCOS Author(s): Devin Staiger

2. Objective

2.1. This Resource Management Solution will enable the City of Santa Clara to rapidly manage resources and work delivery across multiple technical systems with a single touch point and reducing interaction with multiple systems. The City will also gain the ability to initiate digital requests for resources to satisfy response needs with automated Voice Response Unit calls, SMS Texts, Mobile Push Notifications, and/or Email. Customer is referred herein as “City of Santa Clara”, “City”, or "Customer.”

2.2. To that end, Customer has engaged ARCOS Professional Services to provide the following products: ARCOS Callout (includes ARCOS Mobile, unlimited usage, and SMS) and ARCOS Crew Manager as well as Professional Services to implement these services including ARCOS Callout, ARCOS Crew Manager and ARCOS Premier Training.

2.3. The ARCOS engagement model facilitates deep knowledge sharing and collaboration by working hand in hand with City’s project and operational resources on all aspects of the project. This style of engagement will strengthen City’s ability to support and operationalize any future deployments upon completion of the engagement.

3. Scope of Work

ARCOS shall provide the following services:

3.1. Project management to lead, govern and manage all project activities, communications, and scheduling throughout the duration of this engagement.

3.2. Callout Services:

3.2.1. In depth review with City of the ARCOS Callout Solution.

3.2.2. Deep cross-functional discovery of City’s business processes for automation in the ARCOS Platform.

3.2.3. Configuration of Callout and the ARCOS Platform:

3.2.3.1. Configuration of Schedule Events, Including data mapping.

3.2.3.2. Configuration of Location Hierarchy, Including data mapping.

3.2.3.3. Configuration of Job Classifications, Including data mapping.

3.2.3.4. Configuration of Business Rules across functional areas or locations and on distinct lists.

3.2.3.5. Configuration of Mobile Application

3.2.3.6. Configuration of Voice Response Unit
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ARCOS and City of Santa Clara Agreement Page 5 of 16

3.2.4. Training about how to administrate ARCOS’ Callout

3.2.5. Train-the-Trainer courses to equip City staff to train end users of ARCOS Callout

3.2.6. Assistance in developing process to adopt and embed ARCOS Callout into City’s 24/7 operations for regular and emergency events

3.2.7. Discovery leading to possible enhancement of existing Platform functionality that follows current ARCOS Callout functionality such as:

Overtime order, pointer, role, sign on/sign off and etc. Crew Rosters’ will ‘Roll Over’ from a primary to a secondary, automatically, as needed using current sign on/sign off functionality.

3.3. Crew Manager:

3.3.1. Review of the ARCOS Crew Manager with City.

3.3.2. Training on how to setup City’s ARCOS Crew Manger solution, including:

3.3.2.1. Creation of perspectives

3.3.2.2. Creation of view sets

3.3.2.3. Creation of attributes

3.3.2.4. Creation of filters

3.3.3. Training on basic and advanced formulas.

3.3.4. Training for system administrators and super-users.

3.3.5. Assistance in developing process to incorporate during blue sky and emergent events.

3.3.6. Training about how to integrate Crew Manager

4. Planning Phase
ARCOS shall provide the following services:

4.1. Initiate with a kickoff meeting to align all project stakeholder expectations and roles and responsibilities. This phase shall include a comprehensive workshop designed to establish the joint structure of the project team, discover the core business and technical requirements of the project, and distill a conceptual solution set and design that shall provide the preliminary focus for the project. This phase of the project shall ultimately transform the disconnected requirements of the project into a comprehensive, integrated solution.

4.2. During this phase, ARCOS will perform the following high-level tasks:

4.2.1. Project Management:

4.2.1.1. Conduct a project kickoff meeting

4.2.1.2. Discuss shared vision and scope

4.2.1.3. Review and align the project governance and management plan

4.2.1.4. Define project team and structure

4.2.1.5. Determine roles and responsibilities (Stakeholders, Sponsors, etc.)

4.2.1.6. Define and facilitate project communications strategy

4.2.1.7. ARCOS shall present the resulting documents to City for The City of Santa Clara, California, a chartered California municipal corporation / ARCOS LLC d/b/a Automated Roster Callout System Company LLC WORK ORDER NO. 0001
ARCOS and City of Santa Clara Agreement Page 6 of 16 review and approval

4.2.2. ARCOS Callout Services:

4.2.2.1. Lead requirements discovery

4.2.2.2. Identify “Roles and Responsibilities” for implementation attendees

4.2.2.3. Conduct implementation workshop (including Kickoff)

4.2.2.4. Review and assist in completion of requirements documentation

4.2.2.5. Present ARCOS Callout Example (‘ACE’)

4.2.2.6. Develop Call Flow

4.2.2.7. Develop System Implementation Guide (‘SIG’) for Callout Services

4.2.3. ARCOS Crew Manager Services:

4.2.3.1. Lead requirements discovery

4.2.3.2. Identify “Roles and Responsibilities” for implementation attendees

4.2.3.3. Conduct implementation workshop (including kickoff)

4.2.3.4. ARCOS to Provide customer training that enables City to create perspectives, views, and filters

4.2.3.5. Review customer created attributes, formulas, and process

4.2.3.6. Review and assist in completion of requirements documentation

4.2.3.7. Develop process flow document

4.2.3.8. Develop ARCOS Crew Manager Example (‘ACME’)

4.2.3.9. Develop SIG for Crew Manager

4.3. Configuration Process:

4.3.1. The configuration process represents the following configuration services provided by ARCOS utilizing existing ARCOS System functionality.

Customer requirements that are not within the scope of existing ARCOS System functionality will be defined and presented to Customer in a separate Work Order for approval at an additional cost.

4.3.1.1. Project Management for ARCOS team (Customer provides Project Management for Customer team).

4.3.1.2. Configuration of ARCOS System

4.3.1.3. Configuration delivery and testing phase including project meetings

4.3.1.4. Testing services for system configuration (Customer provides Testing Services for business process fit).

4.3.1.5. Training as shown in the scope of work.

4.3.1.6. Requirements analysis phase- including project meetings.

4.4. City Responsibilities:

4.4.1. Assign a Project Team and Sponsorship

4.4.2. Participate in the requirements discovery sessions

4.4.3. Participate in any Training or Data Mapping sessions required

4.4.4. Define and validate business and technical requirements

4.4.5. Identify City project team and sponsorship

4.4.6. Complete, return, review and approve ARCOS requirements documentation

4.4.7. Approval of requirements documentation

4.4.8. Validation of deployed functionality

4.5. Deliverables:

4.5.1. This phase will be complete when ARCOS has completed all objectives listed above and documents listed below and approved by the City project sponsor or manager.

4.5.1.1. Project Management:

4.5.1.2. Project Planning and Management

4.5.1.3. Readiness Management Workshop

4.5.1.4. Project Communications Plan that includes:

4.5.1.4.1. Status Reports

4.5.1.4.2. Status Meetings

4.5.1.4.3. Project Risks, Assumptions, Issues, Decisions (‘RAID’) tracking log

4.5.1.4.4. Project Responsible, Accountable, Consulted, Informed (‘RACI’) Diagram

4.5.1.4.5. ARCOS Callout Readiness, Rollout and Training

4.5.1.4.6. ARCOS requirements documentation:

4.5.1.4.7. ARCOS Callout Example (‘ACE’)

4.5.1.4.8. Call Flow Documentation

4.5.1.4.9. SIG

4.5.1.4.10. Roles and Responsibilities Checklist

4.5.1.4.11. Kickoff and Implementation Presentations

4.5.2. Crew Manager:

4.5.2.1. ARCOS requirements documentation

4.5.2.2. Process Flow document

4.5.2.3. ARCOS Crew Manager Example (‘ACME’)

4.5.2.4. Roles and responsibilities checklist

4.5.2.5. Crew Manager Formula list

4.5.2.6. Pseudo Attributes document

4.5.2.7. Data Import document
The City of Santa Clara, California, a chartered California municipal corporation / ARCOS LLC d/b/a Automated Roster Callout System Company LLC WORK ORDER NO. 0001
ARCOS and City of Santa Clara Agreement Page 8 of 16

5. Management Process and Procedures

5.1. Issue Management Procedure

5.1.1. City will identify the issue including documenting current issue in writing and update to the issue log.

5.1.2. City will communicate the issue to the project team and include the issue in the status report.

5.1.3. ARCOs and City will assign responsibility for the Issue to an individual(s) with a due date.

5.1.4. ARCOS will monitor the issue in the status report and weekly status meetings.

5.1.5. ARCOS will formally communicate the resolution of the issue to the project management team and record the resolution in the issue log.

5.2. Change Management Procedure: The following process shall be used to manage changes to this project:

5.2.1. City will submit a formal change request to ARCOS.

5.2.2. ARCOS will review the change request and perform a high-level assessment. The high-level assessment includes business, technical, and engagement impacts to the schedule, budget, and resources.

5.2.3. ARCOS will present the results of the assessment to City.

5.2.4. City approves, rejects, or defers the change.

5.2.5. If applicable, ARCOS will modify the Work Order based on the approved change request and submit the modified Work Order for acceptance by City.

5.3. Deliverable Acceptance Process: ARCOS will submit the following engagement deliverables to City:

5.3.1. Submission of deliverables: ARCOS shall prepare written deliverables for submission to the City designated Project Sponsor. ARCOS will be responsible for managing customer acceptance of the deliverables, which will include notification via email. Except for documents requiring signature, deliverables will be deemed accepted upon receipt of email confirmation from the City Project Sponsor or after ten (10) business days from request.

5.3.2. Assessment of deliverables: City will determine whether the deliverable meets the requirements as defined in this Work Order and that the deliverable is complete. Additional out of scope work on, or changes to, an accepted deliverable requested by City will be considered out of the scope of the project and will be managed through the Change Management Procedure described in Section 5.2.

5.3.3. Acceptance / rejection: After reviewing the deliverable, City will either accept the deliverable or provide a written reason for rejecting it (email acceptable).

5.3.4. Correction of deliverables, if applicable: ARCOS shall correct in-scope problems found with the deliverable and shall address the correction of out-of-scope changes according to the agreed upon the Change Management Procedure described in Section 5.2. ARCOS shall submit a schedule for making changes to the deliverable within two (2) business The City of Santa Clara, California, a chartered California municipal corporation / ARCOS LLC d/b/a Automated Roster Callout System Company LLC WORK ORDER NO. 0001
ARCOS and City of Santa Clara Agreement Page 9 of 16 days of receiving rejection of deliverable via email. ARCOS shall correct issues and in-scope problems at the expense of ARCOS.

5.3.5. Monitoring and reporting: ARCOS shall track deliverable acceptance.

Updates on deliverable acceptance will be a part of the weekly status report and discussed in the weekly status meeting. Deliverable acceptance issues that cannot be resolved will be elevated to the City project sponsor or management committee.

5.3.6. Project Completion: ARCOS shall have fulfilled its obligations for the Services described in this Attachment 1 when any one of the following first occurs:

5.3.6.1. ARCOS completes the objectives described in the Change Management Procedure described in Section 5.3, including provision of the deliverables sections in each phase.

5.3.6.2. City has reviewed and approved all deliverables.

5.3.6.3. Services are terminated in accordance with the provisions of the MSA

6. Developing Phase

6.1. The primary purpose of the Developing phase is to

6.1.1. Optimize the conceptual design into fully engineered and automated solutions, where possible,

6.1.2. Create the most efficient and effective deployment methods.

6.1.3. Validate current state alignment

6.1.4. At its conclusion, conduct testing as baselined by ARCOS and enhanced by the City team as to perform any necessary reconfigurations ensuring that all solutions are operating to specification and are ready to support the training and readiness activities within the Deploy phase.

6.2. During this phase, and throughout this Section 6.2, ARCOS shall perform the following services:

6.2.1. Project Management:

6.2.1.1. Review of City training and change management
documentation

6.2.1.2. Project communications (status of critical success factors)

6.2.1.3. Conduct daily project/track reviews

6.2.1.4. Facilitate continuous improvement activities

6.2.1.5. Stakeholder engagement (manage and resolve issues / concerns, and control decisions)

6.2.1.6. Project information management (action, data, requirements, scope)

6.2.1.7. Project change requests (scope control and changes)

6.2.1.8. Project status reporting (weekly and monthly)

6.2.1.9. Management of project RAID

6.2.1.10. Updated RACI

6.2.1.11. Initial User Acceptance Testing (“UAT”) plan
The City of Santa Clara, California, a chartered California municipal corporation / ARCOS LLC d/b/a Automated Roster Callout System Company LLC WORK ORDER NO. 0001
ARCOS and City of Santa Clara Agreement Page 10 of 16

6.2.2. ARCOS Callout:

6.2.2.1. ARCOS Engineering team configures system based on planning requirements.

6.2.2.2. Conduct Configuration Walkthrough

6.2.2.3. Complete in scope modifications or changes based on Customer UAT

6.2.3. ARCOS Crew Manager:

6.2.3.1. Ongoing meetings to assist in customer created perspective, filters, and view sets to develop Crew Manager to Customer processes.

6.2.3.2. Review of customer run Configuration Workshop

6.2.3.3. Review of customer training or change management documentation

6.2.3.4. Review of customer created formulas and process

6.2.3.5. Assistance in taking Quality Assurance (QA) environment work and transitioning to Production Environment.

6.3. City Responsibilities: City shall perform the following:

6.3.1. Project Team and Sponsorship

6.3.1.1. Lead the City engineering and quality teams, or their designees, in the development and testing of the integration solution(s).

6.3.1.2. Conduct connectivity testing, unit testing, and system testing and validation as desired.

6.3.1.3. Review and approval of formal testing results.

6.3.1.4. Perform Connectivity Testing, as requested by City

6.3.1.5. Perform Unit Testing, as requested by City

6.4. Deliverables

6.4.1. The Development phase will be complete when ARCOS has completed all objectives and documents listed below and they have been reviewed and approved by the City Project Sponsor or Manager.

6.4.2. Project Management:

6.4.2.1. Kickoff presentation

6.4.2.2. Updated project plan and timeline

6.4.2.3. Updated RAID Log

6.4.2.4. Updated project communications plan

6.4.2.5. Updated RACI diagram

6.4.2.6. Weekly project status report

6.4.3. ARCOS Callout:

6.4.3.1. Updated ARCOS Requirements Documentation

6.4.3.2. Call Flow

6.4.3.3. SIG for Callout and Crew Manager
The City of Santa Clara, California, a chartered California municipal corporation / ARCOS LLC d/b/a Automated Roster Callout System Company LLC WORK ORDER NO. 0001
ARCOS and City of Santa Clara Agreement Page 11 of 16

6.4.4. ARCOS Crew Manager:

6.4.4.1. City team designs system based on planning requirements.

6.4.4.2. ARCOS will provide weekly meetings. City to assist and support the creation of perspective, filters, and view sets to develop and align Crew Manager to City’s processes.

6.4.4.3. Provide assistance during customer run Configuration Workshop.

6.4.4.4. Review of customer training or change management documentation.

6.4.4.5. Review of customer created attributes, formulas, and process.

6.4.4.6. Assistance in taking QA environment work and transitioning to Production environment.

7. Deploy Phase

7.1. The Deploy phase involves validating system readiness for implementing what has been developed and tested in the previous phases. The goal of the Deploy Phase is to successfully migrate the solution to the production environment, conduct all training sessions, and seamlessly transition City to the ARCOS support team with minimal impact to the business.

7.2. During this phase, ARCOS will perform the following services:

7.2.1. Project Management:

7.2.1.1. Project communications (status of critical success factors)

7.2.1.2. Conduct daily project/track reviews

7.2.1.3. Facilitate continuous improvement activities

7.2.1.4. Stakeholder engagement (manage and resolve issues / concerns, and control decisions)

7.2.1.5. Project information management (action, data, requirements, scope)

7.2.1.6. Project change requests (scope control and changes)

7.2.1.7. Project status reporting (weekly and monthly)

7.2.1.8. Updated project RAID

7.2.1.9. Updated project RACI

7.2.1.10. Schedule and manage execution of Train the Trainer sessions

7.2.1.11. Schedule and facilitate Transition to Support

7.2.1.12. Facilitate a project close-out meeting

7.2.1.13. Review lessons learned

7.2.1.14. Close-out project records

7.2.1.15. Review final deliverables with City Project Sponsor or Manager

7.2.2. ARCOS Callout:

7.2.2.1. ARCOS led Train-the-Trainer Sessions

7.2.2.2. City to deploy, enter enterprise wide or in a pilot, the ARCOS The City of Santa Clara, California, a chartered California municipal corporation / ARCOS LLC d/b/a Automated Roster Callout System Company LLC WORK ORDER NO. 0001
ARCOS and City of Santa Clara Agreement Page 12 of 16 Callout solution.

7.2.2.3. Schedule and facilitate a Transition to Support for 24/7 care

7.2.3. ARCOS Crew Manager:

7.2.3.1. City led adoption and utilization of Crew Manager.

7.2.3.2. City to deploy, enter enterprise wide or in a pilot, the ARCOS Crew Manager solution.

7.2.3.3. Schedule and facilitate a Transition to Support for 24/7 care.

7.3. City Responsibilities:

7.3.1. Identify project team and sponsorship

7.3.2. Provide knowledge transfer to internal resources as needed.

7.3.3. Prepare the enterprise for adoption of ARCOS solutions.

7.3.4. Deploy all ARCOS solutions across the enterprise, or at minimum within a Pilot.

7.3.5. Participate in any additional training sessions as desired

7.3.6. Participate in project close-out meeting.

7.3.7. Participate in transition to ARCOS Support team.

7.4. Deliverables:

7.4.1. This phase will be complete when ARCOS has completed all objectives and documents listed below and they have been reviewed and approved by the City Project Sponsor or Manager.

7.4.2. Final RACI diagram for the project

7.4.3. Final RAID log for the project

7.4.4. Final project plan for the project

7.4.5. Weekly project status reports

7.4.6. Executive project report

7.4.7. Lessons learned session

7.4.8. Project close-out Presentation

7.5. ARCOS Callout:

7.5.1. Train-the-Trainer training

7.5.2. Overall system readiness

7.6. ARCOS Crew Manager:

7.6.1. Overall system readiness

8. Project Responsibilities and Assumptions

8.1. Responsibilities of ARCOS:

8.1.1. Mentor and cross-train City staff, where appropriate.

8.1.2. Return all documentation, and other materials to City at the completion of project.

8.2. Responsibilities of City:

8.2.1. Participate in workshops and meetings to define strategy and design.

8.2.2. Provide institutional knowledge and expertise for the existing platform and processes.

8.2.3. Communication of project plan and adoption plan, including all timelines and goals, to City business units and ARCOS as appropriate and directed by City sponsorship.

8.3. Assumptions

8.3.1. The project timeline, resource plan, and pricing are based on a continuous work effort from project kickoff to completion. Unexpected project delays that may be caused by availability of City resources, missing of agreed deadlines by City, documented assumptions found to be incorrect, or changes to an approved design may result in changes to timeline, resource plan, or project pricing. ARCOS estimates that an effort of approximately 20 hours per week is required of City throughout the project.

In the event that this project requires significantly more than 20 hours per week, City shall not be responsible for additional costs or delays associated with insufficient resources from City.

8.3.2. ARCOS project team shall work with City leadership, project management office, and technical teams to validate and prioritize current state of identified workloads.

8.3.3. City will designate a representative to act as the main point of contact and / or project manager for project activities.

8.3.4. ARCOS project phase timelines are predicated on City validation of solution requirement documentation, development, and testing.

8.3.5. Knowledgeable City resources will be made available to this project and will help meet the timelines as identified in the final and approved project plan.

8.4. Out of Scope

8.4.1. All work considered to be “out of scope” will be addressed by ARCOS and the City Project Sponsor to clarify the issue and negotiate feasibility, impact, and cost. Should “out of scope” work be identified, formal written approval from City using an executed Work Order is required prior to commencing any such work.

8.4.2. Quick win action items will be identified, if possible. This project will focus on the ARCOS Callout and Crew Manager Implementation. All other areas are not within the scope of this project. These include, but are not limited to:

8.4.2.1. Ongoing deployments of any technology beyond the final week of the engagement.

8.4.2.2. Remediation or roadmaps of existing technology for subsequent strategic initiatives.

9. Work Estimate and Project Timeline

This engagement is projected to require thirty-five (35) total weeks of effort to perform the full delivery of the Callout and Crew Manager Solutions from ARCOS. Delivery of individual products can run simultaneously or overlap and all will be driven by ARCOS via an ARCOS Project Manager and ARCOS Project Team. Delays or deviations from the proposed delivery timeline could result in a The City of Santa Clara, California, a chartered California municipal corporation / ARCOS LLC d/b/a Automated Roster Callout System Company LLC WORK ORDER NO. 0001
ARCOS and City of Santa Clara Agreement Page 14 of 16 Project Change Request (PCR) to reset completion and/or go-live expectations subject to the provisions of Section 8.3.1.

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 ARCOS Callout Estimated time – 26 weeks
Planning 2
Developing 21
Deploying 3

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 ARCOS Crew
Manager Estimated time – 26 weeks
Planning 2
Developing 21
Deploying 3

Figure 2 – Project Timeline Estimate

SECTION A: ANNUAL FEES

1. Pursuant to this Work Order, and subject to the MSA, ARCOS will invoice fees to Customer as described in Table 1: ANNUAL FEES, below. In exchange therefor, ARCOS will license and provide to Customer the ARCOS Products and ARCOS Services as described in TABLE 2: SELECTED PRODUCTS, below.

2. TABLE 1: ANNUAL FEES

ARCOS Products and
Services
Year 1
October 1, 2024
through
September 30, 2025

Year 2
October 1, 2025
through
September 30, 2026

Year 3
October 1, 2026
through
September 30, 2027

TOTAL
ANNUAL
FEES
ARCOS Callout
(includes ARCOS Mobile, unlimited
usage and SMS)

ARCOS Crew Manager

ARCOS API – Enterprise1 (NOTE
BELOW)

$127,540.00

$132,642.00
Year 1 Fees + 4%
($5,102)

$137,947.00
Year 2 Fees +4%
($5,305)

$398,129.00
Total SaaS Fees
$127,540.00

$132,642.00

$137,947.00

$398,129.00

1 In the event Customer seeks to implement ARCOS API -Enterprise on a date subsequent to the date of this Work Order, it being understood by the Parties ARCOS API -Enterprise will not be implemented under this Work Order, ARCOS will provide to Customer a work order, with additional fees, and with a scope of work for such ARCOS API-Enterprise, at that time. In the event the Parties enter into a new work order for ARCOS API-Enterprise, ARCOS will provide its standard API -Enterprise training to Customer, under such work order, at no additional charge.

TABLE 2: SELECTED PRODUCTS
ARCOS

CALLOUT
SYSTEM
ARCOS Callout (includes Mobile and usage)
Email Alerts
Batched Reporting
Text to Speech (TTS)
Searchable Location Comments
Callout Native Report
Basic API
The City of Santa Clara, California, a chartered California municipal corporation / ARCOS LLC d/b/a Automated Roster Callout System Company LLC WORK ORDER NO. 0001
ARCOS and City of Santa Clara Agreement Page 16 of 16 *ARCOS Voice Recognition Not Included

THE ARCOS

SYSTEM ALSO

INCLUDES
Business Rule Automation Based on ARCOS Base System Capabilities Management Reporting
ARCOS System Administration Tools
ARCOS System Maintenance and Back-up
Data Storage
IVR Recordings (Up to 100 recordings ). The Parties agree Customer will submit a request for IVR Recordings no greater than two (2) times during implementation of any given ARCOS product. (Pre-recorded messages from the ARCOS library are included in the ARCOS Callout System Configuration Fee).

Customer Service
The Parties agree Customer’s pricing is based upon (a) electric meter count less than 125,000 electric meters; and (b) Customer’s population of up to 175,000 residents, as applicable, for all other City services. ARCOS understands and agrees that Customer will use the ARCOS system for other City services including, but not limited to streets, parks, water, sewer, and storm drain and no additional fees shall be charged for meters associated with those services.

SECTION B: PROFESSIONAL SERVICES FEES
ARCOS shall deliver to Customer the ARCOS Services described in Attachment 1 of this Work Order , Scope of Work and all costs associated therewith. Customer agrees to pay a fixed fee in the amount of $102,000 to ARCOS in exchange for Service set forth in Attachment 1 of this Work Order as specified in Table 3: PROFESSIONAL SERVICE FEES . In addition to the Professional Services Fees, ARCOS will invoice travel expenses payable by Customer pursuant to Section 5.3 of this Work Order.

SECTION C: PAYMENT SCHEDULE

1. ARCOS will invoice the fees in TABLE 1: ANNUAL FEES, annually, and as further provided for in Section 5 of the MSA:

2. Professional Services Fees will be invoiced to Customer by ARCOS as set forth below:

TABLE 3: PROFESSIONAL SERVICE FEES
ARCO Professional Services Fees: Four (4) Milestones Amount 10% Project Management / Kick-Off Meeting/ Start of Planning Phase $10,200

50% Callout UAT City’s acceptance $51,000

20% Crew Manager UAT City’s acceptance $20,400

20% Crew Manager UAT City’s final acceptance $20,400

Total Fees $102,000

City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-957 Agenda Date: 10/8/2024

REPORT TO COUNCIL

SUBJECT
Action on Amendment No. 2 to Agreement with Arini Geographics, LLC for Geographic Information System (GIS) Consulting Services

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City’s Enterprise Geographic Information System (GIS) program is managed by the Information Technology Department. The program improves decision making and service delivery by enabling staff to visualize, analyze, interpret, and understand data to reveal patterns, relationships, and trends.

Continued investment in GIS is more important than ever to support the City’s needs such as land use, infrastructure management, public safety, crime mapping, regional and community planning, traffic management and planning, and economic development.

On October 29, 2019, the City Council approved an Agreement with Arini Geographics, LLC (Arini Geographics) to provide enterprise GIS consulting services. This approval included authority for the City Manager to execute an amendment to the agreement to extend the term by two years through October 31, 2024 (the option was exercised via Amendment No. 1 on October 31,2022). During the term of the agreement, the following GIS projects have been completed and operationalized into the Enterprise GIS:
· Street Division Asset Management for Parkways & Boulevards Islands: This initiative entailed the cataloging of all boulevard islands and parkways in the City. · Street Division Asset Management for Traffic Signs & Trees Updates: Asset datasets for over 1, 300 of the City’s trees, as well as over 300 traffic signs were updated. · Private Storm Drain Assessment: A mobile application was created that enabled field teams to score the quality and quantity of pollutants or trash entering the storm drain system at each water collection drain.
· Streets and Intersections Inventory: Completed GIS Inventory of 846 City streets and 1,519 intersections.
· City-owned Parking Lots Inventory: Completed an inventory of 92 active City-owned parking lots offering 7,607 parking spaces, totaling 3,456,416 square feet. · Sewer Pipeline Digital Maps and Block Books: Block books were converted and updated into digital format utilizing the data stored in the City’s Enterprise Geospatial Repository (EGR). The updated digital data is available to the Water & Sewer Utility field teams via mobile applications. · Silicon Valley Power 20-Year Load Impact Estimate Study: Created a parcel-level dataset depicting current and future energy use.
· Water Service Lateral Data Collection: A GIS-based mobile data collection application which City of Santa Clara Printed on 10/4/2024Page 1 of 3
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24-957 Agenda Date: 10/8/2024
enables field staff to input and record the required data into a cloud-based GIS database.

The agreement with Arini Geographics expires on October 31, 2024.

DISCUSSION
The current agreement with Arini Geographics has facilitated the successful completion of several key GIS projects as mentioned above. However, several GIS projects are actively underway and remain to be completed, including:
· Retired Parcel Document Access via infoMap: This integration provides access to retired parcel documents which reside in Laserfiche but are not available through the City’s online permitting portal.
· Stadium Common Operational Picture (COP) Upgrade: The COP is a comprehensive real-time web-based application providing multi-agency coordination and a shared view of stadium operations for events at Levi’s Stadium.
· Employee Web Map Viewer Upgrade infoMap 4.0: InfoMap provides convenient web-based accessibility and integrates one-click analysis tools, including generating mailing lists, locating addresses, parcels or creating property reports.
· Public Web Map Viewer Upgrade MapSantaClara: Due to the deprecation of the underlying technology behind the existing tool, an upgrade to MapSantaClara is in progress. · Enterprise GIS Upgrade to ArcGIS 10.9.1.
· Storm Drain Digital Map Book Update: The City’s Storm Drain Digital Network and Map Books are being updated and printed map books created. The storm drain system will be integrated into the Enterprise Asset Management program.

Additionally, staff has initiated a Request for Proposals (RFP) process for GIS consulting services for a new contract term. This process is still underway, and staff requires additional time to evaluate the proposals and finalize an agreement with the selected firm.

As a result, staff is seeking City Council authorization to execute Amendment No. 2 to extend the term of the agreement by six months through April 30, 2025. Arini Geographics has agreed to maintain their current fee structure through this extended period. The not to exceed compensation will increase by $588,226 for a new not to exceed maximum compensation of $5,857,226.

Additionally, for clarity and transparency purposes, a new exhibit (Exhibit D, “Task Order Form”) has been added to the agreement to be used to define tasks or projects initiated under the agreement.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is a governmental organizational or administrative activity that will not result in direct or indirect changes in the environment.

FISCAL IMPACT
The amount of the Agreement with Arini Geographics will not exceed $5,857,226 dollars over the revised term of the contract. Funding for these services in FY 2024/25 is available in various budgets.

For FY 2024/25, the planned project budget is $588,226.

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24-957 Agenda Date: 10/8/2024

COORDINATION
This report has been coordinated with the Finance Department and the City Attorney’s Office.

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Approve and authorize the City Manager to execute Amendment No. 2 for Enterprise GIS Consulting Services with Arini Geographics, LLC to extend the term by an additional six months through April 30, 2025, and increase the maximum compensation by $588,226 for a revised not-to- exceed compensation amount of $5,857,226, subject to appropriation of funds, and in a final form approved by the City Attorney; and

2. Authorize the City Manager to execute amendments to extend the term of the agreement, with no compensation increase and no new projects assigned, in the event a project is not completed by April 30, 2025, in a final form approved by the City Attorney.

Reviewed by: Gaurav Garg, Director/CIO, Information Technology Department Approved by: Jovan Grogan, City Manager

ATTACHMENTS

1. Amendment No. 2 to Agreement with Arini Geographics, LLC

2. Amendment No. 1 to Agreement with Arini Geographics, LLC

3. Original Agreement with Arini Geographics
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Amendment No. 2 to Agreement/Arini Geographics, LLC Page 1 Rev. 10/25/2019
Ebix Insurance No. S200002806

AMENDMENT NO. 2

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

ARINI GEOGRAPHICS, LLC

PREAMBLE
This agreement (“Amendment No. 2”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Arini Geographics, LLC, a California limited liability company, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. The Parties previously entered into an agreement entitled “Agreement for Services between the City of Santa Clara, California, and Arini Geographics, LLC”, dated November 5, 2019 (Agreement);
B. The Agreement was previously amended by Amendment No. 1, dated October 31, 2022, and is again amended by this Amendment No. 2. The Agreement and all previous amendments are collectively referred to herein as the “Agreement as Amended”; and
C. The Parties entered into the Agreement as Amended for the purpose of having Contractor provide Geographic Information System (GIS ) consulting services, and the Parties now wish to amend the Agreement as Amended to (1) extend the term of the agreement an additional six months through April 30, 2025, (2) add Exhibit D, and (3) increase compensation by $588,226 for a revised not-to- exceed maximum compensation amount of $5,857,226, subject to the appropriation of funds.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Section 2 of the Agreement as Amended, entitled “TERM OF AGREEMENT,” is amended to read as follows:

A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on November 1, 2019 and terminate on October Amendment No. 2 to Agreement/Arini Geographics, LLC Page 2 Rev. 10/25/2019
31, 2022 with the City having the option of one additional two (2) year renewal term through October 31, 2024 upon the same terms and conditions.

B. The City reserves the right, at its sole discretion to extend the term of this agreement for an additional six (6) months through April 30, 2025, upon the same terms and conditions, subject to budget appropriations.

C. If there are projects(s) remaining open after April 30, 2025 the City reserves the right to renew the agreement on a month to month basis until the project(s) are completed with no compensation increase.

2. Section 6 of the Agreement, entitled “COMPENSATION AND PAYMENT,” is hereby amended to read as follows:

In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Second Revised Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is Five Million Eight Hundred Fifty-Seven Thousand Two Hundred Twenty-Six Dollars ($5,857,226), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense.

Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

3. First Revised Exhibit B of the Agreement, entitled “Schedule of Fees,” is hereby amended to read as shown in Second Revised Exhibit B, attached and incorporated into this Amendment No. 2.

4. Exhibit D, entitled “Task Order Form,” is hereby added as a new Exhibit to this Agreement, attached and incorporated into this Amendment No. 2.

5. Except as set forth herein, all other terms and conditions of the Agreement as Amended shall remain in full force and effect. In case of a conflict in the terms of the Agreement as Amended and this Amendment No. 2, the provisions of this Amendment No. 2 shall control.

Amendment No. 2 to Agreement/Arini Geographics, LLC Page 3 Rev. 10/25/2019

The Parties acknowledge and accept the terms and conditions of this Amendment No. 2 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

GLEN R. GOOGINS
City Attorney

JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”

ARINI GEOGRAPHICS, LLC
a California limited liability company

Dated:

By (Signature):

Name: Gabriel Paun
Title: President
Principal Place of
Business Address:
77 Magnolia Drive
Atherton, CA 94027
Email Address: [email protected]
Telephone: (415) 349-0704
Fax: N/A
“CONTRACTOR”

Amendment No. 2 to Agreement/Arini Geographics, LLC/Second Revised Exhibit B-Schedule of Fees

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Rev. 10/25/2019

SECOND REVISED EXHIBIT B

SCHEDULE OF FEES

Contractor will bill City on a monthly basis for Services provided by Contractor during the preceding month on an invoice and in a format approved by City and subject to verification and approval by City. City will pay Contractor within thirty (30) days of City's receipt of an approved invoice.

The maximum compensation as noted in Section 6 of this Agreement, entitled "Compensation and Payment," is subject to budget appropriations, which includes all payments that may be authorized as required to perform the Services including expenses, supplies, materials and equipment, travel and COLA as noted below.

Contractor shall provide the Services on a time and materials basis at the following rates:

Title/Role
Hourly Rates from
the
Effective Date to
June 30, 2022
Hourly Rates
Retroactively
Effective
July 1, 2022
Hourly Rates
Effective
November 1, 2024
Enterprise GIS Architect $220 $229 $237
Project Portfolio
Manager $172 $179 $185
Geospatial
Communications
Manager
$172 $179 $185
GIS Analyst - Integration $147 $153 $158
GIS Analyst -
Administrator $147 $153 $158
GIS Analyst- Developer $147 $153 $158
GIS Technician -
Operations $115 $120 $124
GIS Technician - Field
Data Collection $115 $120 $124
GIS Technician -
Cartography $115 $120 $124

Additionally, at times, Contractor may hire specialized expertise, to fulfill certain development and integration requirements, as needed. Such resources would be billed at established equivalent rates above subject to prior City approval.

Amendment No. 2 to Agreement/Arini Geographics, LLC/Second Revised Exhibit B-Schedule of Fees

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Rev. 10/25/2019

Travel Expenses
In order to fulfill its obligations, including representing or accompanying the City at meetings or conferences, occasionally the Contractor may travel at City's request. In such situations the City shall reimburse the vendor for all reasonable and customary expenses on an actual as-incurred basis which shall not exceed the current City travel expense reimbursement policy.

Cost of Living Adjustment (COLA)
Contractor may request rate adjustments subject to review and approval by City as follows: Rates will be adjusted annually for inflation based on the Consumer Price Index, Urban Wage Earners and Clerical Workers (Current Series), Not Seasonally Adjusted, San Francisco- Oakland- San Jose, CA, provided by the Department of Labor Bureau of Labor Statistics. Service Provider Contract Staff Labor Rates will be adjusted at 100% of the applicable COLA. The COLA adjustment will begin on July 1, 2021 and each subsequent Contract Year on July 1, based on the period ending December 31 of the previous year.

Amendment No. 2 to Agreement/Arini Geographics, LLC/Exhibit D-Task Order Form Page 1 Rev. 10/25/2019

EXHIBIT D

TASK ORDER FORM

Consultant shall not begin on a project until a Task Order in the form below has been fully executed by the City.

This task order (“Task Order”) is made pursuant to the Agreement for Service between the City of Santa Clara and Arini Geographics, LLC (“Agreement”). This Task Order is governed by the provisions of the Agreement and is hereby incorporated into that Agreement by reference. All Services shall be using the terms and rates included in the Agreement. In the event of any inconsistency between the terms and conditions of the Task Order and the Agreement, the terms and conditions of the Agreement shall govern and control.

PART A: GENERAL INFORMATION
TASK ORDER NUMBER:

Original
First Revised
Second Revised
Other Contract No.

Consultant Name/Address:

Expiration Date of
Agreement:

Consultant’s Project
Manager:

Name: Email:

City’s Project Manager Name: Email:

Period of Performance for
this Task Order:

Start Date: Expected Completion Date:

Maximum Compensation for this Task Order
Consultant Representative Name (Print)
Contractor Representative Signature

Consultant Representative Signature Date
City Project Manager Name (Print)
Authorized City Representative (Print)
City Representative Signature
City Representative Signature Date
* Authorized City Representatives include IT Project Manager or Director of IT

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Amendment No. 2 to Agreement/Arini Geographics, LLC/Exhibit D-Task Order Form Page 2 Rev. 10/25/2019
PART B: SERVICES TO BE PERFORMED

1. REVISED TASK ORDER
No
If yes, provide a brief description of the change(s).

2. SC

OPE OF SERVICES TO BE PERFORMED
The Consultant shall perform the service(s) described below in accordance with all of the terms and conditions of the Agreement. (Insert a detailed Scope of Services below or attach as a separate file.) Scope of Services and cost proposal shall meet all of the provisions of Exhibit A and Second Revised Exhibit B

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Amendment No. 2 to Agreement/Arini Geographics, LLC/Exhibit D-Task Order Form Page 3 Rev. 10/25/2019

3. COMPENSATION
a. Basis of Compensation: Time & Materials Fixed Fee b. P ayment Schedule:

Monthly Completion of Deliverable/Milestone Completion of Services
c. P ayment Terms. See Second Revised Exhibit B for payment of terms.

4. ACCEPTANCE CERTIFICATE

Acceptance Certificate not required.

Acceptance Certificate required.

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Ebix Insurance No. S200002806
AMENDMENT NO. 1

TO THE AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ARIN! GEOGRAPHIC$ LLC

PREAMBLE
This agreement ("Amendment No. 1 ") is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Arini Geographies LLC, a California limited liability company (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A The Parties previously entered into an agreement entitled "Agreement for Services between the City of Santa Clara, California and Arini Geographies LLC", dated November 5, 2019 (Agreement); and
B. The Parties entered into the Agreement for the purpose of having Contractor provide Geographic Information System (GIS) consulting services, and the Parties now wish to amend the Agreement (a) to exercise an Option to extend the term of the Agreement and (b) to increase the maximum compensation to cover the extended the term.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. Pursuant to Section 2 of the Agreement, entitled "Term of Agreement," the City hereby exercises its Option to extend the term of the agreement to October 31, 2024.

2. Section 6 of the Agreement, entitled "Compensation and Payment," is hereby amended to read as follows:

In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is Five Million Two Hundred and Sixty Nine Thousand Dollars ($5,269,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of Amendment No. 1 to Agreement/Arini Geographies
Rev. 10/25/19

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the maximum compensation shall be at Contractor's expense . Contractor shall not be entitled to any payment above the maximum compen sation under any circumstance .

3. Exhibit B of the Agreement, entitled "Schedule of Fees", is hereby amended to read as shown in First Revised Exhibit B, attached and incorpo rated into this Amendment No. 1.

4. Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.

The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives .

CITY OF SANTA CLARA , CALIFORN IA
a chartered California municipal corporation
· e of the City Attorney
·ty of Santa Clara
Dated:
"CITY "
e atra
C y Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

ARINI GEOGRAPH ICS LLC
a limited liability company
a ~-
By (Sig nature): ~ ---;-:--;-~--~ ~__;:~~-'"""""'==:!!!!!!...._ _ _ Name: ---------r...,;r---------
T i tie : President
Principal Place of 77 Magnolia Drive
Business Address : Atherton, CA 94027
Email Address : gabriel@arinigeo .com
Telephone: (415) 349-0704
Fax:
"CONTRACTOR "
Amendment No. 1 to AgreemenUArini Geographies
Rev. 10/25/19

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FIRST REVISED EXHIBIT 8

SCHEDULE OF FEES
Contractor will bill City on a monthly basis for Services provided by Contractor during the preceding month on an invoice and in a format approved by City and subject to verification and approval by City. City will pay Contractor within thirty (30) days of City's receipt of an approved invoice.

Contractor shall provide the Services on a time and materials basis at the following rates:

Hourly Rates from the Hourly Rates
Effective Date to retroactively effective
Title/Role June 30, 2022 from Julv 1, 2022
Enterprise GIS Architect $220 $229
Project Portfolio ManaQer $172 $179
Geospatial Communications Manaqer $172 $179
GIS Analyst - integration $147 $153
GIS Analyst - Administrator $147 $153
GIS Analyst- Developer $147 $153
GIS Technician - Operations $115 $120
GIS Technician - Field Data Collection $115 $120
GIS Technician - CartoQraphy $115 $120
Additionally, at times, Contractor may hire specialized expertise, to fulfill certain development and integration requirements, as needed. Such resources would be billed at established equivalent rates above subject to prior City approval.

Cost of Living Adjustment (COLA)
Contractor may request rate adjustments subject to review and approval by City as follows: Rates will be adjusted annually for inflation based on the Consumer Price Index, Urban Wage Earners and Clerical Workers (Current Series), Not Seasonally Adjusted, San Francisco- Oakland- San Jose, CA, provided by the Department of Labor Bureau of Labor Statistics. Service Provider Contract Staff Labor Rates will be adjusted Amendment No. 1 to Agreement/Arini Geographies
Rev. 10/25/19

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at 100% of the applicable COLA. The COLA adjustment will begin on July 1, 2021 and each subsequent Contract Year on July 1, based on the period ending December 31 of the previous year.

Amendment No. 1 to AgreemenUArini Geographies
Rev. 10/25/19

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19-762

REPORT TO COUNCIL

SUBJECT
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
Agenda Date: 10/29/2019
Action on an Agreement with Arini Geographies, LLC to provide Enterprise GIS Consulting Services

BACKGROUND
The City has made significant progress in recent years in consolidating departmental technology initiatives into an Enterprise Geographic Information System (GIS) program. All Departments benefit from this citywide capability. The City's Enterprise GIS program improves decision making and service delivery by enabling staff to visualize, analyze, interpret, and understand data in order to reveal patterns, relationships, and trends. The need for continued investment in GIS is more important than ever to support municipal needs such as land use, infrastructure management, public safety, crime mapping, regional and community planning, traffic and economic development.

Currently, the City has an agreement with Arini Geographies for GIS consultant services that ends October 31, 2019. This agreement was originally awarded after a competitive selection process in July 2015 for a three-year term in an amount not-to-exceed $3,000,000 with an end date of August 30, 2018. This agreement was amended on July 17, 2018 to extend the termination date to June 30, 2019, with no additional funds added. The agreement was amended again on June 4, 2019 to extend the term to October 31, 2019 and modify the total not to exceed amount to $3,550,000.

Extending the existing service agreement allowed for the completion of a new procurement process and for continued service support during any needed transition period.

DISCUSSION
Solicitation of Qualifications and Selection:

On April 24, 2019, the City of Santa Clara Information Technology Department (ITD) issued a Solicitation of Qualifications (SQQ) bid process to select a qualified Geographic Information Systems (GIS) consultant to coordinate, manage and process Enterprise GIS activities within the City. An announcement was posted on the City website for public notification via Bid Sync, the City's e procurement system. Seventy-five potential vendors viewed the SQQ and five submissions were received by the proposal deadline.

Evaluation:

Proposals were evaluated and scored independently by a three-member team against the criteria and weights published in the SQQ, shown below:

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19-762 Agenda Date: 10/29/2019
Description Weight
Proposal responsiveness Pass/Fail
Proposal Quality and Presentation 60
Firm Qualifications 20
Staff Qualifications 10
Client List/ References 10
TOTAL 100
Staff determined all proposals were responsive and met the initial pass/fail review of the stated minimum qualifications. The table below shows the score total for each proposal based on the team's evaluation and independent scoring:

Company Name Score total
Ardent Management Consulting, Inc. Arlington, VA 324
Arini Geographies, LLC Atherton, CA 506
Avineon, Inc. Mclean, VA 312
DCSE, Inc. Laguna Hills, CA 375
Lynx Technologies Capitola, CA 411
While all responders met the minimal qualifications, the two lowest scoring bidders were eliminated based on poor proposal submissions including a lack of relevant experience in a municipal setting, offshore and offsite staffing models, and poor fit. The top three scoring proposers, Arini Geographies, Lynx Technologies, and DCSE had proposals that better met the City's solicitation request. These three bidders were invited to make presentations on May 24, 2019 with a multi-departmental stakeholder panel to provide further demonstration of their GIS knowledge to ensure that the City's requirements were best met. The panel included staff from Community Development, SVP, Public Works, Fire, Parks and Recreation, and IT Departments.

In individual meetings, proposers Arini Geographies, Lynx Technologies and DCSE were each asked to present their GIS services proposal to the panel. Each consultant was asked to present their company, their proposed project team, and show the panel a sample of applicable work products they had done to illustrate their relevance. The panel members then asked further questions and clarifications of the consultants.

The panel review noted that Arini demonstrated a broad understanding and experience range for the needs of all departments citywide. Arini presented a focus on the overall view of City data and analysis, as well as a strong ability to provide solutions and support to stakeholders. They presented strong business processes, systems integration and project delivery methodology. The panel review determined that while DCSE and Lynx demonstrated solid GIS project experience, their focus did not cover the breadth of municipal needs that the City requires. Both bidders had a contractor with subcontractor proposed model and it was difficult to understand how the multiple companies would split the contract to provide services to the City. One proposer did not illustrate any public safety experience nor history with power utility services. The panel felt that neither DCSE nor Lynx presented a strategic view of what the City was seeking in a GIS consultant and that their proposals City of Santa Clara Page 2 of 4 Printed on 10/18/2019
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had a task-based work model rather than a solution to move the City forward into new technologies and GIS analysis.

Award Recommendation:

Staff recommends the award of contract to Arini Geographies, LLC (Arini). The evaluation team found the proposal to be the most advantageous and to provide the best value to the City. The recommendation is to award a three-year professional services agreement in an amount not to exceed $3,500,000 for the initial term of the contract with the option of one additional two-year renewal term. As true with multi-year agreements, the annual budget is contingent upon future budget appropriations by the City Council.

Contract work plan
The annual projects and workplans will be reviewed and prioritized by the City through department stakeholder meetings and a review of available resources and funding. The proposed work plan initiatives to be targeted for fiscal year 2019-20 include:

1. Operational support and maintenance on the following:
• Produce citywide GIS layers - i.e. utility easements, building footprints, city neighborhoods, and geospatial imagery;
• Enhance citizen outreach and engagement - web map viewers, story maps, native mobile applications and open data geospatial portal;
" Assist public safety operations by maintaining up-to-date maps and master address dataset, along with specific law enforcement and firefighting GIS-based applications for crime analysis and operational dashboards;
• Common Operational Picture (COP) for real-time situational awareness for public safety for game day and special events;
• Empower field personnel through mobile GIS and integration with business applications - work order management.

2. Working with Departments to prioritize workplans, GIS-based projects may include:
• Citywide Permitting System - GIS implementation and integration of building and inspection permits, addresses and parcel changes, location information lifecycle; eo Public Works Asset Management - Street and traffic signs, City trees, ADA compliant ramps, traffic control, road and parking markings, urban forest; • Parks Inventory - Parks trees, parks facilities, playground equipment; • Analyze and streamline the meter information processes for utility meters, addressing, energy load balancing, pipeline hydraulic modeling, consumption analysis, emergency response;
• Vegetation management, vegetation-related incident mapping and analysis - highlighting trees that are interfering or at risk of interfering with power lines; • Easements Inventory, Mapping and GIS Integration - inventory and mapping of all categories of easements and right of ways in the City.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a "project" within the meaning of a California Environmental Quality Act ("CEQA") pursuant to the CEQA Guidelines section 15378(a) as it has no City of Santa Clara Page 3 of 4 Printed on 10/1812019
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19-762 Agenda Date: 10/29/2019
potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

FISCAL IMPACT
The amount of the Agreement with Arini Geographies will not exceed $3,500,000 dollars over the initial three-year term of the contract. Funding for these services in FY 2019/20 is available in various budgets. For FY 2019/20, the planned project budget is $1,150,000 with the following identified sources of funding: $661,786 from the GIS Enterprise Systems capital project budget, $480,000 from the IT Services Fund, and $45,800 from the Stadium Operations budget. Funding for future fiscal years is subject to the annual appropriation of funds.

COORDINATION
This report has been coordinated with the Finance Department and the City Attorney's Office.

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City's official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City's website and in the City Clerk's Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk's Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Approve and authorize the City Manager to execute an Agreement for Enterprise GIS Consulting Services with Arini Geographies, LLC for an amount not-to-exceed $3,500,000 over a three-year term ending October 31, 2022, subject to additional budget appropriations by the City Council; and

2. Authorize the City Manager to execute a two-year option to extend the term of the Agreement after the three-year term through October 31, 2024 with compensation increases subject to the City Manager's approval and budget appropriations.

Reviewed by: Gaurav Garg, Director/CIO, Information Technology Department Approved by: Deanna J. Santana, City Manager

ATTACHMENTS

1. Agreement for GIS Consulting Services with Arini Geographies, LLC City of Santa Clara Page4of4 Printed on 10/18/2019
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IX Insurance No. S200002806

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
ARINI GEOGRAPHIC$, LLC

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Arini Geographies, LLC, California Limited Liability Company, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services";
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

Exhibit A - Scope of Services
Exhibit B Schedule of Fees
Exhibit C - Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions Agreement with Arini Geographies, LLC
Rev. 07-01-18

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of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on November 1, 2019 and terminate on October 31, 2022 with the City having the option of one additional two (2) year renewal term upon the same terms and conditions.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A Time is of the essence.

4. WARRANTY
Contractor warrants that the products and services delivered to City reasonably perform the functions and to the standards identified in the Scope of Services to this Agreement. To this end Contractor and City understand that some minor level of errors or "bugginess" may occur in any software or similar product, service or program intended to be executable on computers or similar systems which will operate in the combinations which may be selected by the City despite Contractor's knowledge, experience and reasonable efforts. Contractor warrants that the operation of any product, service or program paid for by City under this Agreement will operate in a secure, error-free, or uninterrupted manner for no less than 97% of the hours the product is expected to be available for use by City or the public. Furthermore, while contractor is committed to provide City with "bug" fixes in the ordinary course of business, City understands and agrees that contractor is expecting to bill and be paid for time and material to provide the same except to the extent that errors or bugs result in interruptions in use or down time or otherwise render the product, program or service inadequate for its intended purpose for more than 3% of the hours the product is expected to be available for use by City or the public (which is hereafter referred to as an "Excessive Errors"). Contractor will identify costs and time attributable to any errors or "bug" fixes made each month and will provide fixes for errors or "bugs" for any Excessive Errors that occurred during that month at Contractor's cost. At City's option, costs Contractor incurs toward fixes of Excessive Errors may be paid through a credit or offset of the payments due to Contractor in the next invoices to be paid by City under this Agreement.

5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall Agreement with Arini Geographies, LLC
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perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

6. COMPENSATION AND PAYMENT
In consideratlon for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is Three Million Five Hundred Thousand Dollars ($3,500,000.00), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

7. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Ninety (90) days' prior written notice to Contractor.

Termination for Default If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City will notify Contractor of default issue and Contractor shall immediately commence to apply due diligence to cure the default, City will allow Contractor Ninety (90) days to cure default. If Contractor unable to resolve default issue within the Ninety (90) day period or if the default is not reasonably curable within Ninety (90) days, City may terminate this Agreement immediately upon written notice to Contractor.

C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession which shall be in a non-proprietary, vendor neutral format able to be used by City or any successor vendor of City.

8. TERMINATION ASSISTANCE PLAN
A. Contractor will provide disentanglement to enable the Services to continue without interruption and facilitate an orderly transfer of Services.

R Contractor shall develop a Detailed Termination Assistance Plan in the second year of the contract term, which shall contain Contractor's strategy and plan for disentanglement. The written Detailed Termination Agreement with Arini Geographies, LLC
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Assistance Plan, once reviewed and mutually agreed to in writing by both Parties, shall be incorporated into this Agreement by reference.

C. The termination assistance team will use industry-standard management processes to ensure that Contractor has completely planned, thoroughly documented, systematically implemented, and thoroughly tested the disentanglement before acceptance. These processes are a combination of project management, system engineering, and general management techniques used within the IT & GIS industry and across other business sectors as well. In addition, Contractor will use specific processes and policies that are company or product unique to implement individual tasks to accomplish disentanglement.

D. This process will include Contractor identifying, collecting and providing to the City all City technical, configuration, architectural and operational documentation including the City's Procedures Manual.

9. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Should Contractor desire to assign this Agreement, Contractor shall provide City with the detailed experience and qualifications of the proposed assignee and City shall consider the request and provide a response within Thirty (30) days. However, nothing obligates City to accept a request to assign this Agreement. Contractor shall not hire subcontractors without express written permission from City.

10. NO THIRD-PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.

11. INDEPENDENT CONTRACTOR; LIMITATION ON HIRING AND SOLICITING EMPLOYEES.

Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement.

Contractor is not authorized to bind City to any contracts or other obligations.

Agreement with Arini Geographies, LLC
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During the Term and for the period of six (6) months after the expiration or termination of the Agreement (including any post-termination assistance period and any extension thereof), neither Party shall, without the prior written consent of the other Party directly or through a third party, intentionally solicit or entice away (or seek or attempt to entice away) from the employment of the other Party's employees. The foregoing sentence shall not apply to unsolicited responses by employees to general recruitment advertising.

12. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

13. OWNERSHIP OF MATERIAL
All material, including information developed on computer(s), which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties. However, City shall have no ownership rights in any Contractor Owned Software and Materials that Contractor provides to City, discloses to City or allows City to use in any way, including without limitation any such materials incorporated or embedded in any deliverable, and the assignment of rights contemplated under this Section 13 shall not apply to Contractor Owned Software and Materials.

Unless explicitly specified in the applicable service description in the schedules attached to this Agreement, Contractor grants to City a perpetual, irrevocable, paid-up, royalty-free, worldwide, non-exclusive, non-transferable (except to a successor) right to use the Contractor Owned Software and Materials that may be incorporated or embedded in any deliverable in connection with City's own business.

For the purposes of the foregoing, "Contractor Owned Software and Materials" shall mean the tools, systems, methodology, algorithms, products, services and Agreement with Arini Geographies, LLC
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solutions generally offered by Contractor to its customers, and which do not include or access any City specific data, even if they are developed, produced, created, improved or modified during the time that Contractor performs services for City and even if the concepts, ideas, inventions, etc. relating thereto occur to Contractor or any of its employees, consultants or other service providers during the time of performance of, as a result of or in connections with the performance of services for the City.

14. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

Contractor shall submit to City any reports concerning its performance under this Agreement that may be reasonably requested by City in writing. Contractor agrees to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder and, if Contractor's assistance is necessary for City to comply with public records act requests.

15. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement - including claims of any kind by Contractor's employees or persons contracting with Contractor to perform any portion of the Scope of Services - and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

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B. Contractor's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.

16. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.

17. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City's review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

18. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:

City of Santa Clara
Attention: IT Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected], and
[email protected]
And to Contractor addressed as follows:

Arini Geographies, LLC
77 Magnolia Drive,
Atherton, California 94027
and by e-mail at [email protected]
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The workday the e-mail was sent shall control the date notice was deemed given.

An e-mail transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

19. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Contractor's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City's Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

20. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

21. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.

22. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City. Each Party warrants that it holds all rights necessary to display all the images, data, information or other items being displayed at the City's web pages and maps during the effective period of this Agreement. City expressly authorizes Contractor to display and modify any City supplied images, data, information and other items in connection with the services provided herein. City assets, logo, brand, etc. cannot be modified without City consent.

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23. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.

24. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.

25. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.

26. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.

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City Council and Authorities ConcurrentOctober 8, 2024

City Council and Authorities Concurrent
October 8, 2024