2ND NATURE Cost (available in the City Clerk's Reading File) — Santa Clarita City Council, December 12, 2023

2NDNATURE Software Inc. 500 Seabright Ave Ste 205 Santa Cruz CA www.2ndnaturewater.com

Ms. Maria Delgado
City of Santa Clarita
23920 Valencia Blvd Ste. 120
Santa Clarita, CA 92355
Re: Request for Proposals for Stormwater Management Software

Dear Ms. Delgado,

We thank you again for the opportunity to respond to the City of Santa Clarita's Request for Proposal #ES-23-24-8 for Stormwater Management Software.

2NDNATURE is proud to present the City of Santa Clarita with three firm offers to choose from for its annual subscription to 2NFORM and corresponding implementation services. As a modular system, 2NFORM is built to allow the user to adapt in and out of different features. We expect throughout your tenure as a user, the City may decide to use other modules year over year as fit; we embrace and encourage this sort of adaptation.

Option A - $27,080

Option A includes four modules, an asset registry jumpstart, and seven additional named users.

The four modules are Municipal Maintenance, Construction, Post-Construction, and Industrial/Commercial. With this option, the City will have every feature of 2NFORM needed to meet the deliverables and requirements of RFP #ES-23-24-8. The Asset Registry Jumpstart will ensure that the City’s existing data is properly migrated into the platform.

Option B - $29,473

Option B includes the six modules that correspond to the six minimum control measures– Municipal Maintenance, Construction, Post-Construction, Industrial/Commercial, Illicit Discharge, and Public Education and Outreach–an asset registry jumpstart and seven additional named users. We offer these six modules in a discounted bundle called the Six Minimum Control Measures Bundle. 2NDNATURE is happy to waive the additional user licenses in order to allow Option B to meet the City’s budgetary requirements.

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2NDNATURE Software Inc. 500 Seabright Ave Ste 205 Santa Cruz CA www.2ndnaturewater.com

Option C - $29,995

Option C includes other elements we believe the City would need to be in full compliance with the LA Regional Water Board NPDES Permit Order No. R4-2021-0105 and the California state Trash Amendment. This option includes everything in Option B with the addition of the Trash Compliance module. The Trash Compliance module will allow the city to perform functional assessments on FCS devices, which go beyond the standard routine inspections available in the Municipal Maintenance module. It also allows the City to perform overland visual trash assessments (OVTA) using ArcGIS FieldMaps. The embedded model uses the mapped full capture systems and their associated drainage areas, as well as any collected OVTA data to create trash condition maps to convey progress towards priority land use area treated in accordance with the CA state requirements.

We have attached a quote corresponding to each of these options to this letter. We also provided a summary table to allow for a direct comparison between the three offerings. Finally, we attached our standard SaaS Agreement.

We assure you that whichever option the City chooses, 2NDNATURE will do everything possible to guarantee the City maintains an efficient, effective, and compliant stormwater management program.

Kind regards,

Christopher B. Cappelli
President
City of Santa ClaritaBestBetterGoodDescription2NFORM Module✓✓✓Keep your house in order by inventorying assets and optimizing operationsMunicipal MaintenanceMinimum Control Measures✓✓✓Manage an effective construction site run off control programConstruction✓✓✓Track essential documentation of private stormwater assetsPost Construction✓✓✓Inspect, verify, and enforce industrial and commercial facility complianceIndustrial/ Commercial✓✓✗Track non-storm-related flows in the urban landscapeIllicit Discharge✓✓✗Make clean stormwater solutions actionable to your communityPublic Education & Outreach✗✗✗Assess the functional performance of structural BMP assets at infiltrating water and capturing particulatesStructural BMP DiagnosticsEnhanced Compliance & Reporting✓✓✗Achieve stormwater trash reduction goalsTrash Compliance✗✗✗Centralize and manage water quality monitoring data and resultsWater Quality Monitoring✗✗✗Reduce staff time and the risk of incomplete compliance documentationCollaboration Portal✗✗✗Evaluate the environmental benefits of your stormwater resource investmentsScenario PlanningIntegratedStormwater Management✗✗✗Create a digital portfolio of stormwater projects from concept to deliveryProject Delivery✗✗✗Develop a stormwater asset management planAsset Lifecycle Optimization$29,995$29,473$27,080Includes one time services costYear 1 costCost $29,995$26,073$23,680Includes 12 named-usersAnnual Subscription 500 Seabright AvenueSuite 205Santa Cruz, CA 95062www.2ndnaturewater.com City of Santa Clarita, CA - Option A
City of Santa Clarita
23920 Valencia Boulevard
Santa Clarita, CA 91355
United States
Oliver Cramer
[email protected]
+16612554904
Reference: 20231005-200318384
Quote created: October 5, 2023
Quote expires: February 5, 2024
Quote created by:

Kyle Bergerson
Account Executive
[email protected]
+19496062980
Comments from Kyle Bergerson
2NDNATURE is proud to present the City of Santa Clarita with three ﬁrm offers to choose from for its annual subscription to 2NFORM and corresponding services. Please carefully review each option and contact your Account Executive, Kyle Bergerson, with any questions or concerns.

Products & Services
Item & Description SKU Quantity Unit Price Total
Asset Registry Jumpstart GOVT-
ASSET-

JUMPSTART
1 $3,400.00 $3,400.00
Additional Named Users GOVT-ADD-
USERS
7 $100.00
/ year
$700.00 / year
A t e c h n i c a l a n a l y s t f r o m 2 N D N A T U R E w i l l w o r k w i t h y o u r t e a m t o l o a d y o u r r e l e v a n t e x i s t i n g a s s e t d a t a , s t r u c t u r a l B M P s , a n d c o n s t r u c t i o n s i t e s i n t o o u r e n h a n c e d s t o r m w a t e r f o u n d a t i o n t e m p l a t e i n 2 N F O R M a n d A r c G I S t o j u m p s t a r t y o u r o n b o a r d i n g .

A d d i t i o n a l n a m e d u s e r s f o r f u l l - t i m e s t a f f o r c o n t r a c t o r s .
f o r 1 y e a r
Item & Description SKU Quantity Unit Price Total
Industrial / Commercial Module GOVT-

IND/COM
1 $2,995.00
/ year
$2,995.00 / year
Municipal Maintenance Module GOVT-MUNI-
MAIN
1 $9,995.00
/ year
$9,995.00 / year
Post-Construction Module GOVT-POST-
CONST
1 $4,995.00
/ year
$4,995.00 / year
Construction Module GOVT-
CONST
1 $4,995.00
/ year
$4,995.00 / year
Annual subtotal $23,680.00
One-time subtotal $3,400.00
Total $27,080.00
Purchase Terms
Please refer to the Software as a Service Agreement provided with this quotation.

I hereby certify that the proposal is a ﬁrm offer for the 120 day period 06 October, 2023 - 05 February, 2024, and that the proposed work will be performed at the "not-to-exceed" price of $29,995. This includes all deliverables and meeting attendance as laid out in the scope of work.

S t r e a m l i n e t h e r e c o r d s , i n s p e c t i o n s , a n d d o c u m e n t a t i o n n e c e s s a r y t o v e r i f y a n d e n f o r c e i n d u s t r i a l a n d c o m m e r c i a l f a c i l i t y c o m p l i a n c e .
f o r 1 y e a r
B u i l d a n d m a i n t a i n a s t r u c t u r e d a s s e t r e g i s t r y t o m a p , p l a n , a n d t r a c k a l l r e q u i r e d i n s p e c t i o n a n d m a i n t e n a n c e a c t i v i t i e s a n d m a x i m i z e t h e a l l o c a t i o n o f r e s o u r c e s w i t h i n t u i t i v e K P I s .
f o r 1 y e a r
S t r e a m l i n e y o u r r e c o r d - k e e p i n g t o p r e s e r v e t h e d e t a i l s o f e a c h p r o j e c t t h a t t r i g g e r e d y o u r M S 4 p o s t - c o n s t r u c t i o n r e q u i r e m e n t s t o e n s u r e r e s p o n s i b l e p a r t i e s m e e t t h e i r a n n u a l o b l i g a t i o n s .
f o r 1 y e a r
O r g a n i z e a n d s t r e a m l i n e p e r m i t t i n g , i n s p e c t i o n , a n d e n f o r c e m e n t a c t i v i t i e s .

T r a c k e a c h p r o j e c t ’ s c o m p l i a n c e w i t h M S 4 r e q u i r e m e n t s a n d s t a n d a r d s .
f o r 1 y e a r
Signature
Signature Date
Printed name
Questions? Contact me
Kyle Bergerson
Account Executive
[email protected]
+19496062980
2NDNATURE
500 Seabright Avenue
Suite 205
Santa Cruz, CA 95062
United States
City of Santa Clarita, CA - Option B
City of Santa Clarita
23920 Valencia Boulevard
Santa Clarita, CA 91355
United States
Oliver Cramer
[email protected]
+16612554904
Reference: 20231005-200056732
Quote created: October 5, 2023
Quote expires: February 5, 2024
Quote created by:

Products & Services
Item & Description SKU Quantity Unit Price Total
Six Minimum Control Measures
Bundle
1 $26,073.00
/ year
$26,073.00 / year
T h e b u n d l e i n c l u d e s t h e 2 N F O R M m o d u l e s p u r p o s e - b u i l t f o r t h e s i x m i n i m u m M S 4 c o n t r o l m e a s u r e s
( M u n i c i p a l M a i n t e n a n c e , C o n s t r u c t i o n , P o s t - C o n s t r u c t i o n , I l l i c i t D i s c h a r g e , I n d u s t r i a l / C o m m e r c i a l , a n d P u b l i c E d u c a t i o n / O u t r e a c h ) a t a s a v i n g s o f 1 0 % o f f t h e c o m m e r c i a l l i s t p r i c e . f o r 1 y e a r
Item & Description SKU Quantity Unit Price Total
Asset Registry Jumpstart GOVT-
ASSET-

JUMPSTART
1 $3,400.00 $3,400.00
Additional Named Users GOVT-ADD-
USERS
7 $100.00
/ year
$0.00 / year
Annual subtotal $26,073.00
One-time subtotal $3,400.00
Total $29,473.00
Purchase Terms
Please refer to the Software as a Service Agreement provided with this quotation.

Signature
Signature Date
Printed name
A t e c h n i c a l a n a l y s t f r o m 2 N D N A T U R E w i l l w o r k w i t h y o u r t e a m t o l o a d y o u r r e l e v a n t e x i s t i n g a s s e t d a t a , s t r u c t u r a l B M P s , a n d c o n s t r u c t i o n s i t e s i n t o o u r e n h a n c e d s t o r m w a t e r f o u n d a t i o n t e m p l a t e i n 2 N F O R M a n d A r c G I S t o j u m p s t a r t y o u r o n b o a r d i n g .

A d d i t i o n a l n a m e d u s e r s f o r f u l l - t i m e s t a f f o r c o n t r a c t o r s .
a f t e r 1 0 0 % d i s c o u n t
f o r 1 y e a r
a f t e r $ 7 0 0 . 0 0 d i s c o u n t
Questions? Contact me
Kyle Bergerson
Account Executive
[email protected]
+19496062980
2NDNATURE
500 Seabright Avenue
Suite 205
Santa Cruz, CA 95062
United States
City of Santa Clarita, CA - Option C
City of Santa Clarita
23920 Valencia Boulevard
Santa Clarita, CA 91355
United States
Oliver Cramer
[email protected]
+16612554904
Reference: 20230929-091046991
Quote created: September 29, 2023
Quote expires: February 5, 2024
Quote created by:

JUMPSTART
1 $3,400.00 $0.00
Additional Named Users GOVT-ADD-
USERS
7 $100.00
/ year
$0.00 / year
Annual subtotal $29,995.00
One-time subtotal $0.00
Total $29,995.00
Purchase Terms
Please refer to the Software as a Service Agreement provided with this quotation.

E f ﬁ c i e n t l y t u r n y o u r o b s e r v a t i o n s a n d d a t a i n t o l i t t e r d i s t r i b u t i o n m a p s t h a t h e l p y o u p r i o r i t i z e l i t t e r c o n t r o l s t r a t e g i e s a n d v e r i f y t h e e f f e c t i v e n e s s o f i n v e s t m e n t s f r o m s t r e e t s w e e p i n g t o s t r u c t u r a l t r a s h c a p t u r e d e v i c e s o v e r t i m e .
a f t e r $ 6 , 0 7 3 . 0 0
d i s c o u n t
f o r 1 y e a r
A t e c h n i c a l a n a l y s t f r o m 2 N D N A T U R E w i l l w o r k w i t h y o u r t e a m t o l o a d y o u r r e l e v a n t e x i s t i n g a s s e t d a t a , s t r u c t u r a l B M P s , a n d c o n s t r u c t i o n s i t e s i n t o o u r e n h a n c e d s t o r m w a t e r f o u n d a t i o n t e m p l a t e i n 2 N F O R M a n d A r c G I S t o j u m p s t a r t y o u r o n b o a r d i n g .
a f t e r 1 0 0 % d i s c o u n t
A d d i t i o n a l n a m e d u s e r s f o r f u l l - t i m e s t a f f o r c o n t r a c t o r s .
a f t e r 1 0 0 % d i s c o u n t
f o r 1 y e a r
a f t e r $ 6 , 7 7 3 . 0 0 d i s c o u n t
a f t e r $ 3 , 4 0 0 . 0 0 d i s c o u n t
Signature
Signature Date
Printed name
Questions? Contact me
Kyle Bergerson
Account Executive
[email protected]
+19496062980
2NDNATURE
500 Seabright Avenue
Suite 205
Santa Cruz, CA 95062
United States

SOFTWARE AS A SERVICE AGREEMENT
This software as a software license agreement (“Agreement“) is between the City of Santa Clarita, CA located at 23920 Valencia Blvd Ste. 120, Santa Clarita, CA 92355 (“Client”) and 2NDNATURE Software Inc. located at 500 Seabright Ave #205, Santa Cruz, California 95062 (“2N”) and is effective as of the last date signed below (“Effective Date”). The parties hereby agree as follows:

1. Access and Restrictions.

1.1 Subject to the terms of this Agreement, 2N grants to Client a limited, non-exclusive, non-transferable right during the Term to allow its Users (defined below) to access and use the online software applications described in Exhibit A of this Agreement (“2N Software”) solely for Client’s internal business purposes and may provide other services necessary for productive use of the 2N Software, including the provision of software updates, bug fixes, data monitoring, and technical support (“Support Services”). “User” means any Client employee, contractor, or agent, or any other individual or entity authorized by the Client to access and use the 2N Software. Client’s rights to access the Service will be limited to those expressly granted in this Agreement, and 2N reserves all other rights, title, and interest therein.

1.2 Restrictions. Client is responsible for all activities conducted under its and its Users’ logins on the 2N Software. Client shall not:
(i) copy, rent, sell, lease, distribute, pledge, assign, or otherwise transfer, or encumber rights to the 2N Software, or any part thereof, or use it for the benefit of any third party, or make it available to anyone other than its Users; (ii) send or store any personally information; (iii) send or store infringing or unlawful material; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (v) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the 2N Software or the data contained therein; (vi) modify, copy or create derivative works based on the 2N Software, or any portion thereof; (vii) access the 2N Software for the purpose of building a competitive product or service or copying its features or user interface; or (viii) delete, alter, add to or fail to reproduce in and on the 2N Software the name of 2N and any copyright or other notices appearing in or on the 2N Software or which may be required by 2N at any time.

1.3 Professional Services. Additional professional services related to the initial set-up and ongoing use of the 2N Software such as training, data import/export, will be set forth and billed at 2N’s current time and materials rates stated in Exhibit A.

2. Term and Termination.

2.1 Term. The term of this Agreement is stated in Exhibit A.

2.2 Termination for Cause. Without limiting the right of a party to immediately terminate this Agreement for cause as provided for in this Agreement, if either party materially breaches any of its duties or obligations hereunder and such breach is not cured within thirty (30) calendar days after written notice of the breach, the non-breaching party may terminate this Agreement for cause as of a date specified in such notice.

3. Proprietary Rights

3.1 2N Rights. Except for the rights expressly granted under this Agreement, 2N retains all right, title, and interest (including all related intellectual property rights) in and to the 2N Software, and all other products, works, software and technology created, used, or provided by 2N in connection with this Agreement.

3.2 Client Data. All right, title and interest in and to the Client Data is owned exclusively by Client and Client may use the 2N Software to create reports and other data exports as needed for the Client internal business purposes. Client grants 2N a license to use, aggregate, collect, process, store, generate, and display Client Data to the extent necessary to maximize the effectiveness of 2N Software.

4. Fees. Client will pay 2N the annual subscription fee as stated in Exhibit A for access to the 2N Software, Set-Up Services, and Support Services (“Subscription Fee”). Client shall pay the Subscription Fee within thirty (30) days of execution of this Agreement. Client shall pay 2N the Subscription Fee for any renewal term within thirty (30) days of the start of such renewal term. Should the Agreement be renewed beyond the original Term, 2N reserves the right to increase the Subscription Fee for any Renewal Term. Client agrees to pay all

sales, use, value-added, goods and services, consumption, withholding, excise and any other similar taxes or government charges, exclusive of 2N’s income taxes.

5. Disclaimer of Warranties. THE 2N SOFTWARE IS PROVIDED “AS-IS” AND 2N AND ITS SUPPLIERS HEREBY DISCLAIM ALL (AND HAVE NOT AUTHORIZED ANYONE TO MAKE ANY) WARRANTIES RELATING TO THE 2N SOFTWARE, PROFESSIONAL

SERVICES OR OTHER SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AVAILABILITY OF THE 2N SOFTWARE, TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE PARTIES ARE NOT RELYING AND HAVE NOT RELIED

ON ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED.

6. Indemnification. Client will indemnify, defend, and hold 2N harmless from any and all claims, demands, suits or proceedings brought against 2N by a third party alleging a violation of a third party’s rights arising from Client's provision of the Client Data.

7. Limitation of Liability. EXCEPT FOR CLIENT’S BREACH OF SECTION 1.2 OR AN OBLIGATION ARISING UNDER SECTION 6, NEITHER CLIENT, 2N, NOR 2N’s SUPPLIERS, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER

OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT

LIABILITY OR OTHER THEORY (A) FOR ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF

DATA, (B) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, RIGHTS, OR TECHNOLOGY, (C) FOR ANY LOST

PROFITS OR REVENUES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL 2N’s MAXIMUM LIABILITY FOR ANY OTHER DAMAGES ARISING UNDER THIS AGREEMENT EXCEED THE FEES PAID BY CLIENT TO 2N UNDER THIS AGREEMENT.

8. General

8.1 Authority. Client represents and warrants that it has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement.

8.2 Confidentiality. Except as required by applicable laws or regulations, the parties agree that information deemed confidential at the time of disclosure and the terms of this Agreement shall not be disclosed to any third party.

8.3 Notices. Any notice given pursuant to this Agreement shall be in writing and shall be given via email (provided receipt is confirmed by the recipient), certified mail or courier, return receipt requested, to the addresses appearing in the preamble of this Agreement, or as changed through written notice to the other party. Notice is deemed effective on the date it is delivered to the addressee.

8.4 Governing law. This Agreement shall be governed by and construed in accordance with the laws of the California and the federal laws of the United States of America. 2N hereby consents and submits to the jurisdiction and forum of the state and federal courts in the Santa Cruz, CA in all questions and controversies arising out of this Agreement.

8.5 Force Majeure; Excused Performance. Neither party shall be liable for delays or any failure to perform the obligations under this Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, explosion, flood or other natural catastrophe, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party.

8.6 Independent Contractor. 2N is an independent contractor with no authority to contract for Client or in any way to bind or to commit Client to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of Client.

Under no circumstances shall 2N, or any of its staff, if any, hold itself out as or be considered an agent employee, joint venture, or partner of Client.

8.7 Attorneys’ Fees and Costs. In any arbitration, litigation, or other proceeding, informal or formal, by which one party either seeks to enforce this Agreement or seeks a declaration of any rights or obligations under this Agreement, the non-prevailing party shall pay the prevailing party’s costs and expenses, including but not limited to, reasonable attorneys’ fees.

8.8 No Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.

8.9 Counterparts; Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The parties agree that a facsimile signature may substitute for and have the same legal effect as the original signature.

8.10 Entire Agreement. This Agreement and its attached exhibits constitute the entire agreement between the parties and supersede any and all previous representations, understandings, or agreements between Client and 2N as to the subject matter hereof. This Agreement may only be amended by an instrument in writing signed by the parties. Any terms and conditions included in a Client purchase order or a 2N invoice, as the case may be, shall be deemed to be solely for the convenience of the respective party, and no such term or condition shall be binding upon the parties.

Executed on the dates set forth below by the undersigned authorized representative of Client and 2N to be effective as of the Effective Date.

Client 2NDNATURE Software, Inc.

Signature: Signature:

Name: Name: Christopher B. Cappelli
Title: Title: President
Dated: Dated:

EXHIBIT A

2N Software Description

Term This Agreement shall commence on the Effective Date and continue for twelve (12) months (“Term”).

Upon expiration of the Term, the Agreement will automatically renew for additional Terms of twelve (12) months each (“Renewal Term”), unless either party gives the other notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.

Products/Services Reference 2N Quotation Number: Quote# Dependent on which option the City chooses.

Santa Clarita City CouncilDecember 12, 2023

Santa Clarita City Council
December 12, 2023