Santa Cruz City Council
December 10, 2024

3.5.2.3. Iteration 1
This is the initial data extraction and as a result is the first test of the data mapping. When this iteration of data is completed, users will be able to:
● Review Client Data in the respective SpryPoint solutions on the following record types:
o Accounts
o Customers
o Premises
o Services
o Service Points
o Meters
o Service Agreements
o Billing Agreements
o Meter Reads
● Complete data acceptance testing.
● Create bills, install meters, create billing & service agreements, and transitions.

3.5.2.4. Iteration 2
The goal of this iteration is to fix issues found during Iteration 1 and any additional record types required to start bill validation testing and other product testing. The following activities are targeted to be completed before Iteration 2 can be completed:
● Completion of Iteration 1 data conversion and data acceptance testing ● Completion of data cleansing activities identified in Iteration 1 ● Completed configuration adjustments identified
Upon the completion of Iteration 2, the Client will be able to see and review:
● Client Data in the SpryPoint solutions to include:
o Updated records from Iteration 1
o Transaction history
o Deposit records
● Complete data acceptance testing
● Complete bill validation testing
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.237
Statement of Work
27 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

3.5.2.5. Iteration 3
The goal of Iteration 3 is to fix issues identified in the previous iteration and convert any remaining records identified in the data conversion mapping document that have not been converted yet.

To complete Iteration 3, the following prerequisites are targeted to be completed:
● Completion of Iteration 2 data conversion and data acceptance testing ● Completion of data cleansing activities identified in Iterations 1 & 2 ● Completion of configuration adjustments identified throughout testing Upon completion of Iteration 3, the Client will be able to:
● Address any edge cases or record types that have not been previously completed ● Complete User Acceptance Testing
● Complete Mock Go Live between Iteration 3 and 4

3.5.2.6. Iteration 4
The goal of Iteration 4 is to support Go-Live.

Data Refresh
In between data iterations, one or multiple data refreshes may be completed. Data refreshes can be requested by any project member. When assessing requests for additional data refreshes the SpryPoint Project Manager will collaborate with and take input from all project members, but the SpryPoint Project Manager will remain the final decision maker of whether to complete the refresh. The SpryPoint Project Manager will work diligently with the Client Project Manager and SpryPoint Data Conversion team on this decision. The decision will factor in any potential impacts to project schedule, budget, or potential downstream impacts that the added data refresh may have on other in-flight project deliverables. In the event there is a lack of alignment, the Executive Steering Committee may be engaged.

A data refresh is defined as the rerunning of the conversion processes using more recently extracted data. Another key tenet of a data refresh is that extract routine, conversion script, and/or, mapping changes will be minimal in comparison to a full iteration. A minor change is defined as script change that takes less than 1 hour to fix, such as fixing a mapping to support an edge case; adding handling for meter switches; changing rate mapping.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.238
Statement of Work
28 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

3.5.2.7. Data Cleansing
During the data migration process there will be requirements to clean up data, this will be referred to as data cleansing. There will be several methods used to complete this cleansing activity. The main ones are:
● Correct during the extraction – In some instances it is easiest to correct the data using scripting on the export from the legacy system.
● Correct during the import process – In some instances it is easiest to correct the data using scripting on the import into the SpryPoint product(s). ● Manual correction in legacy system- In some instances, the Client will be asked to correct the data in the legacy system.
● Correction in SpryPoint Product(s) – In some instances. The Client and/or SpryPoint Implementation Specialist will be asked to correct the data in the SpryPoint Product(s). This may be completed manually or by scripting.

SpryPoint will work with the Client to decide the best approach on how data cleansing will be conducted and which of the above methods will be used or if an alternative method is required. SpryPoint and the Client will work together to come to a mutually agreed decision that is in the best interest of the Project.

3.5.2.8.Data Acceptance Testing
After each data migration SpryPoint will provide data validation reports to Client that will outline what data has been converted, control totals and areas of concern, areas where data cleansing may need to occur or any other data abnormalities.

The Client will be required to review these reports with SpryPoint. In addition, the Client will be required to complete data acceptance testing. SpryPoint will provide checklists to use as guides for data acceptance testing. The Client is required to review and validate data for all records as outlined in the data conversion plan.

3.5.3. Configuration – Integrations & Enhancements
During the configuration stage, requirements documents will be created for each interface, and enhancement that are included in the Project. These documents will include more specific details on the business requirements for each interface, or enhancement. The document(s) will be provided to the Client to review, provide feedback, and sign off on.

Once the requirements document is signed off on then it will be scheduled with the development team for completion. Also, during this process each identified interface, and/or enhancement will be identified as required for Go-Live or not. This information will be used to help prioritize the delivery of this work.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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Statement of Work
29 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

3.5.3.1. Interfaces
During the contracting process interfaces were identified and a high-level description of the functionality has been outlined in this document. To see a complete list of Interfaces and their description included in the scope of the project please see section 4.1 Interfaces.

If interfaces, not listed in this document, are identified or requested, they will be deemed out of scope and the change order process will be initiated.

3.5.3.2. Enhancements
During the contracting process in scope product enhancements were identified and a highlevel description of the functionality has been outlined in this document. To see a complete list of Enhancements included in scope of this Project please see section 4.2 Enhancements.

If enhancements, not listed in this document, are identified or requested, they will be deemed out of scope and the change order process will be initiated as outlined in section

3.9.6 Scope and Project Change Management.

3.5.4. Configuration – Core Team Training
To assist with the Client’s Core Team members understanding of the SpryPoint product(s) SpryPoint will provide Core Team Training, as described and defined in this section. This training is designed to give the Core Team members a full understanding of how to use the SpryPoint Product(s) included in this implementation. Participation from all Client Core Team members is required.

As part of the Core Team Training SpryPoint will provide the Client copies of the training curriculum, training presentations and student workbook. During the training, activities and assessments will be completed to help reinforce key concepts. Training material during core team training will be based on the out of the box system functionality and may include functionality that is not applicable to you. The purpose of the training is to help the Core Team members understand how the System and SpryPoint product(s) might work for Client specific business processes. The Client may record the Core Team live training to support onboarding of additional Client staff.

3.5.5. Configuration – Reports & Dashboards
During configuration any reports and dashboards identified as required for Go-Live in the Report Plan will be developed.

As identified in the Report Plan, SpryPoint will work with the Client to build/configure:
● Dashboard – SpryPoint will work with Client to configure a Customer Service Dashboard of key metrics using Metabase.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.240
Statement of Work
30 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ● Reports - SpryPoint will work with appropriate Client project team members to modify existing reports or write new reports using the out of the box reporting tool and Metabase.
● Metabase Training – As part of the scope of the Project SpryPoint will provide the Client’s designated report writer(s) training on the tool. ● Reports and Dashboards will use an iterative approach. A report builder will build an initial draft of the report or dashboard. This will be reviewed with the Client.

SpryPoint and the Client will agree to a mutual amount of time for the Client to test the report or dashboard. SpryPoint will allow up to a maximum of 2 iterations of updates after the initial report or dashboard is provided. ● Included in the scope of this project is up to 120 hours for Reports & Dashboards

3.5.6. Configuration – Security & Roles
Based on the security plan, as defined in Section 3.4.3, the Client will be responsible to assign security roles to users of the System. The Client can either use the out of the box security roles or they can create their own. When new functionality is released, SpryPoint is responsible to update the out of the box security roles only. If the Client has created their own custom security roles, without SpryPoint’s authorization, they will be responsible to update any security related to new features to the affected roles. The SpryPoint Project Manager will work with the Client to ensure release notes are shared when required or applicable.

3.5.7. Configuration – Organization Change
Management (OCM)
The following Organizational Change Management activities will be completed to support the Client and their users with the change that occurs during the implementation. All of the following exercises and assessments result in documentation or presentation deliverables to be provided to Client by SpryPoint. These OCM deliverables will be provided to AVAAP to be included in their overarching OCM program.

Risk Assessment
Measures the characteristics of the change and the attributes of the impacted organization to better understand the unique risks of the change. Changes that are more dramatic and farther reaching in the organization have a higher risk. Likewise, organizations and groups with histories and cultures that resist change face higher risk. Understanding these characteristics, attributes, and risks helps to scale the change management plans accordingly.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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Statement of Work
31 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Sponsor Assessment
The Sponsor Assessment measures the people management chain of all the impacted groups in terms of their position relative to the change and their change management competency. The resulting sponsor coalition describes the leaders and managers who need to be on board and actively engaged in leading the change. The primary sponsor is the person who authorizes and champions the change. This person must be actively and visibly engaged in the change throughout the Project. They also have a part in building a coalition of sponsors across the organization. Each member of the sponsor coalition has the responsibility to build support and communicate the change with their respective audiences.

P-P-P-P Exercise
This exercise assists the organization in connecting change management to business results by documenting the Project, Purpose, Particulars, and People. If the people impacted by the Project do not support and engage in the change, then the particulars of that change are not realized. If these particulars are not achieved, then the purpose will not be achieved, and the business results are not met.

Sponsor Interview
The Sponsor Interview contains a list of questions that stakeholders may have about the Project, and which can provide basic information about the Project to stakeholders to create awareness and desire, the first two elements of the ADKAR® Model of individual change. Prosci® recommends that Primary Sponsors provide answers to these questions, which can then be repurposed throughout the Project to reinforce key messaging concepts. These questions can also provide value for other tasks such as identifying stakeholders and defining Project risk.

Group Impact Assessment
The Group Impact Assessment measure the degree of anticipated changes to each of the groups impacted it terms of the follow 10 aspects of change. • Processes: The actions or steps taken to achieve a defined end or outcome. • Systems: A combination of people and automated applications organized to meet a set of objectives.
• Tools: An item or implement used for a specific purpose; can be a physical object such as a mechanical tool or a technical object such as a web authoring tool or software program.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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Statement of Work
32 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved • Job Roles: A physical geographical place that provides facilities for a stated purpose.
• Critical Behaviors: Vital or essential response of an individual or group to an action, environment, person, or stimulus.
• Mindset/Attitudes/Beliefs: A mental inclination, disposition or frame of mind reflected in behaviors.
• Reporting Structure: The authority relationships in a company or organization; who reports to whom.
• Performance Reviews: The process and indicators of how performance is measured and assessed relative to objectives.
• Compensation: The amount of the monetary and non-monetary pay provided in return for work performed.
• Location: A physical geographical place that provides facilities for a stated purpose.

Not all groups will be impacted the same. Understanding the impacts relative to each impacted groups helps to scale the change management plans accordingly.

OCM Scope and Goals Summary
This document summarizes the scope and goals of the anticipated changes and provides a consolidate source for information that can be communicated as needed to the organization.

OCM Strategy Presentation
This presentation summarizes the analysis findings, documents key takeaways, and recommends next steps for the organization.

Customer Bill Statement Communication Plan
This plan provides the organization with the tools to create an effective communication plan with their customers to ensure a smooth and successful rollout of the new billing system to their customers, minimizing billing disruptions and providing necessary support throughout the transition. This document will also provide best practices from other implementations on the tools to be used and the information to be imparted to customers Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.243
Statement of Work

Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 33

3.5.8. Configuration – Deliverables, Roles & Responsibilities No. Deliverable
Name
Deliverable Description Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manager
Core
Team
Testers End
Users
Executive
Sponsor
SpryPoint Client

1. Configuration
Workshops
Workshops that are held on an
agreed upon schedule to
determine the initial
configuration requirements.

R A C R

2. Configuration
Workbook
Completed
The Configuration Workbook is
filled out for the initial round of
configuration.

R A

3. Configuration
Workbook
Assignments &
Homework
Provide required inputs &
information for completion of
the Configuration Workbook
C A, R

4. System
Configuration(s)
The process to complete
configuration in the System
Environments.

A R

5. Participate in
Configuration
Sessions
Be engaged in configuration
sessions to answer questions
and understand how
configuration is performed
C R
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.244
Statement of Work
34 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manager
Core
Team
Testers End
Users
Executive
Sponsor
SpryPoint Client

6. Integration
Requirements
Document(s)
For any in scope interfaces, this
document validates the
interface business.
requirements. One document
will be created for each
identified integration.

A R

7. Integration
Requirements
participation
Participate in integration
requirements sessions, provide
document feedback and
approve documents
A R

8. Integration
Configuration
Configuration of in scope
integrations detailed in section
4,1.

A R A R

9. Core Team
Training
Full system training provided to
the Client's Core Team
members per the training plan
that ensures the core team
understands how the
SpryPoint product(s) works.

A, R

10. Participate in
Core Team
Training
Client’s Core Team members
will participate in the scheduled
training sessions
A R
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.245
Statement of Work
35 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manager
Core
Team
Testers End
Users
Executive
Sponsor
SpryPoint Client

11. Enhancement
Requirements
Document(s)
If there are enhancements
included in scope, this
document validates the
business use case and
captures the business
requirements. If there are
multiple enhancements one
document will be completed for
each.

A R

12. Enhancements
Requirements
participation
Participate in enhancement
business requirements
sessions, provide document
feedback and approve
documents
A R

13. Data Mapping
Document
A spreadsheet that maps each
field being converted from the
legacy system to a field in an
appropriate in scope SpryPoint
product.

R A C C

14. Data Extraction
from legacy
system
The activities required to get
data out of the Client’s legacy
system.

C C A R

15. Data Import into
SpryPoint
Product(s)
The activities required to bring
data into the SpryPoint
product(s).

R A C C
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.246
Statement of Work
36 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manager
Core
Team
Testers End
Users
Executive
Sponsor
SpryPoint Client

16. Data Conversion
Results Report
The report(s) that is generated
after the data conversion round
is completed.

R A C C

17. Data Conversion
Results Review
A meeting(s) to discuss the data
conversion results and answer
any questions, issues or
concerns.

R A C R

18. Data Acceptance
Checklist
Template
A template that outlines the
recommended data element
that should be tested
A R

19. Data Acceptance
Checklist
Template
Population
Population of specific data
elements to be tested during
data acceptance testing into the
Data Acceptance Checklist.

A R

20. Data Acceptance
Testing
Testing that is completed by
the Client to check and
validate the data that has been
converted.

R A

21. Data Acceptance
Testing Support
Answer questions and provide
guidance during data
acceptance testing
A R
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.247
Statement of Work
37 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manager
Core
Team
Testers End
Users
Executive
Sponsor
SpryPoint Client

22. Identify data
issues
Identification and
documentation of data issues
found during data acceptance
testing

C C A R

23. Data Cleansing
Decisions
Make decisions on the best
way to resolved data issues **
see Data Cleansing Section
above.

A R C C

24. Complete Data
Cleansing
Activities -
SpryPoint
Complete data cleansing
activities

A R C C

25. Completed Data
Cleansing
Activities –
Client
Complete data cleansing
activities

C C A R

26. Reports &
Dashboards
Build/Configure reports and
Dashboard as determined by
the report plan

R A C R

27. Security
Configuration
The process of assigning users
to security roles.

C A R
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.248
Statement of Work
38 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manager
Core
Team
Testers End
Users
Executive
Sponsor
SpryPoint Client

28. System Ready
for Testing
Initial system configuration
completed and system ready
for testing.

A R C C

29. OCM Training
Materials
Materials that will be used to
teach end users and assist with
OCM sessions.

A R C C

30. Communications
Document
Updates
Complete any updates to the
internal and external
communication document
and/or the strategy document.

A R R R
Key: R= Responsible – Assigned to complete the task each party to the SOW will have to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done. C = Consulted – provides input into a task and/or consulted before a decision or action; I – Informed – Must be informed after a decision or action Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.249
Statement of Work

Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 39

3.6. Test
The Test phase’s primary focus is on testing and training. This phase is the key to mitigating risk and gaining user confidence in the new business processes. This is accomplished through SpryPoint’s systematic and thorough testing and training. SpryPoint’s iterative testing methodology adds a layer of thoroughness at each step, building on the success of the previous steps. It is important that the Client spends time testing their business processes in the SpryPoint Solution(s) to ensure all business needs are met.

3.6.1. Test – Test Scripts
A test case is a document that outlines an element or scenario to be completed during a specific test cycle (feature, function, interface, etc.). Each test case must meet the following requirements:
● Uniquely numbered and named
● Identifies the functional/business domain recommended to be tested ● Describes the testing purpose
● Specifies the environment to be used
● Outlines any dependencies
SpryPoint will provide out of the box test scripts based on the standard business processes, and customize to support future state business processes. The Client will be responsible for modifying test scripts to meet their custom needs. SpryPoint will be available to review, answer questions and provide recommendations for custom test scripts.

3.6.2. Test – Training Material
To assist the Client’s testing team members with understanding of the SpryPoint product(s), SpryPoint will provide end-to-end system training. As part of the training, SpryPoint will provide the Client with copies of the training presentations and student workbooks. During the training activities and assessments will be completed to help reinforce key concepts. Training material used during tester training will be localized to use Client Data for hands-on exercises and will only contain details about system Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.250
Statement of Work
40 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved functionality that is being used as part of the go forward business processes. Note: The training material will not include details on the client’s specific business processes.

3.6.3. Test – Tester Training
To ensure the project team (including SpryPoint and Client team members) has captured as many scenarios as possible and addressed all business cases, it is important that other users be identified and perform testing during the User Acceptance Testing phase. SpryPoint is responsible for ensuring users receive the required training, so they have the tools required to complete their assigned testing.

Although SpryPoint is responsible for providing the training, it is highly recommended that a Core Team member be part of the training session to help facilitate buy-in of the new functionality and business processes.

3.6.4. Test – Enhancement Testing
Enhancement Testing is the stand-alone testing of the system enhancements, performed during development, by the SpryPoint developers and implementation specialists.

SpryPoint is responsible for complete initial testing of enhancements to ensure they meet the requirements as outlined in the requirements document(s). It is recommended that the Client complete their own testing of the enhancement.

3.6.5. Test – Integration Testing
Integrated Testing will focus on these five main areas:
● Core integrated testing which tests major batch processes; ● Financial scenarios which focus on validating financial transactions; ● Integrated testing scenarios inclusive of primary and secondary scenarios; ● Unit (Singular) testing of interfaces and enhancement(s); ● Unit testing reports and bill prints.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.251
Statement of Work
41 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved SpryPoint is responsible to complete initial testing of integrations to ensure they meet the requirements as outlined in the requirements document(s). It is recommended that the Client complete their own testing of the integrations.

3.6.6. Test – Functional Testing
The main purpose of the Functional Testing step is to establish that decisions made during the configuration phase of the Project will be in line with Client’s business requirements. Functional Testing utilizes scenarios based on industry best practices. To facilitate functional testing, SpryPoint and the Client will test scenarios, broken into two categories:
● Primary Scenarios - These scenarios involve functionality relating to the core business processes and are the most common end-user functionality, such as move-ins, move-outs, billing, and collections. ● Secondary Scenarios - These scenarios involve testing a broader spectrum of functionality designed to test unique, Clientspecific functionality and infrequent or less common processes.

3.6.7. Test - Bill Validation Testing
The purpose of the billing comparison process is to replicate a full billing cycle for all accounts in both the legacy system and SpryCIS and compare the results on each account. The end goal is to identify any billing anomalies to correct issues with setup or conversion, and to document acceptable differences.

The billing comparison is an iterative process throughout the implementation to ensure bills are calculated correctly. The scope of the Project includes three (3) iterations of billing validation. The first iteration will likely identify configuration or data issues that need to be corrected. After those issues are corrected the billing comparison will be run again up to two (2) more times to ensure billing accuracy. Billing comparison will be deemed acceptable when there is a 98% or higher billing match with known reasons for differences; any unknown or unexplainable differences are unacceptable. After each round of bill comparisons, a document is created that is shared with the Client to show the results. While SpryPoint is responsible to complete this testing, the Client will be required to help review and resolve issues. Results of each Bill Validation Testing Iteration will need to be signed off by the Client.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.252
Statement of Work
42 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved To complete Bill Validation Testing the Client must have the ability to provide an extract of the billing data from their legacy system in the form of a comma-separated file or spreadsheet from their legacy system at any given time. This data will need to include, at a minimum:
● Legacy Account Number
● Service Period Dates, start and end date
● Consumption by service
● Billing Cycle
● Bill Amount
● Budget Amount (if applicable)
● Bill amount by Service (if possible)
● Breakdown by flat charge vs. consumption, consumption charges by tiers (if possible)

3.6.8. Test – User Acceptance Testing
User Acceptance Testing cannot be deemed completed or accepted until all objects including but not limited to configuration, data migration, reports, modifications, interfaces, business processes and user security are completed and ready for Go-Live.

Note: In some cases, there may be a reason why an item may not be available during user acceptance testing. If this occurs this item(s) needs to be documented with a future plan to validate the item(s).

During User Acceptance Testing the Client will be accountable to complete any required testing, however, the SpryPoint team will be available to answer questions and help resolve any questions, issues, or concerns.

The Client’s identified testers will complete the test cases as defined in the approved test script list and agree to complete testing to meet the parameters defined in the test plan. If tests fail, SpryPoint resources will be available to help and answer questions and/or work with the customer to fix the issues. Once SpryPoint has deemed the issue fixed, the Client will be required to retest.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.253
Statement of Work
43 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

3.6.9. Test – Deliverables, Roles & Responsibilities
No. Deliverable
Name
Deliverable Description Project
Manager
Implementatio
n Specialist (s)
Executive
Sponsor
Project
Manager
Core
Team
Testers End
User
s
Executive
Sponsor
SpryPoint Client

1. Tester Training Training provided to any non-core team users that will be involved in testing
activities.

R A

2. Participate in
Tester Training
Participate in tester training A R R

3. Data Refreshes An updated data conversion iteration
that is used to support testing.

R A C

4. Provide Test
Scripts
Provide out of box test scripts based on
standard business processes.

A R C C

5. Update Test
Scripts
Activities required to update out of box
test scripts to match Client’s future state
and edge cases

R R A R

6. Execute Bill
Validation
Testing
Activities required to complete a round
of bill validation testing

R A R R

7. Bill Validation
– Issue
Corrections
Correction of issues found during bill
validation. This could be in the form of
changes to configuration, training for
Client, development, etc.

R A R R
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.254
Statement of Work
44 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description Project
Manager
Implementatio
n Specialist (s)
Executive
Sponsor
Project
Manager
Core
Team
Testers End
User
s
Executive
Sponsor
SpryPoint Client

8. Bill Validation
Testing
Acceptance
A sign off provided by the Client that
represents acknowledgment that the
Client has reviewed the testing results
and approves the results of the testing
round

C C A R

9. Execute
Integration
Testing
Activities required to complete a round
of integration testing

A R R R

10. Integration
Testing – Issue
Resolution
Correction of issues found during
integration testing. This could be in the
form of changes to configuration,
training for Client, development, etc.

A R C C

11. Integration
Testing Signoff
A sign off provided by the Client that
represents acknowledgment that the
Client has review the testing results and
approves the results of the testing round

C C A R

12. Execute
Functional
Testing
Activities required to complete a round
of functional testing

A R R R

13. Functional
Testing – Issue
Identification
Identification of issues found during
functional testing. This could be in the
form of changes to configuration,
training for Client, development, etc.

A R R R
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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Statement of Work
45 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description Project
Manager
Implementatio
n Specialist (s)
Executive
Sponsor
Project
Manager
Core
Team
Testers End
User
s
Executive
Sponsor
SpryPoint Client

14. Functional
Testing – Issue
Resolution -
SpryPoint
Resolve issues identified in testing. A R C C

15. Functional
Testing – Issue
Resolution -
Client
Resolve issues identified in testing. A R

16. Functional
Testing Signoff
A sign off provided by the Client that
represents acknowledgment that the
Client has reviewed the testing results
and approves the results of the testing
round.

C C A R

17. Execute User
Acceptance
Testing
Final testing performed by the Client Key
Users and any identified testers prior to
system sign-off. Security, Modifications
and Reports testing will be performed as
part of UAT.

C C A A R

18. User
Acceptance
Testing – Issue
Identification
Identification of issues found during user
acceptance testing. This could be in the
form of changes to configuration,
training for the Client, development, etc.

A R R R R
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.256
Statement of Work
46 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable Description Project
Manager
Implementatio
n Specialist (s)
Executive
Sponsor
Project
Manager
Core
Team
Testers End
User
s
Executive
Sponsor
SpryPoint Client

19. User
Acceptance
Testing – Issue
Resolution -
SpryPoint
Resolve issues identified in testing. A R C C

20. User
Acceptance
Testing – Issue
Resolution -
Client
Resolve issues identified in testing. C C A R

21. User
Acceptance
Testing Signoff
A sign off provided by the Client that
represents acknowledgment that the
Client has completed user acceptance
testing and approves the results of the
testing

C C A R R
WhoKey: R= Responsible – Assigned to complete the task/I.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done. C = Consulted – provides input into a task and/or consulted before a decision or action; I – Informed – Must be informed after a decision or action Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.257
Statement of Work

Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 47

3.7. Deploy
The Deploy phase is the point at which the Client and SpryPoint decide whether all critical pieces are in place to turn the System over to production. This phase includes a production readiness evaluation, cutover planning, and remaining end user training.

SpryPoint and the Client will develop a cutover plan prior to the proposed Go-Live date.

SpryPoint and the Client will stage all aspects of the system in preparation for production cutover.

The Production Readiness phase focuses on four critical areas:

1. Application Readiness. Is the application tested and ready for production? This includes modifications, interfaces, and reports needed to run in full operations.

2. Data Readiness. Is the data conversion ready for operations? Have all data cleansing issues been resolved or planned for during the cutover period?

3. Process Readiness. Have the business processes been reviewed? Have all business process-reengineering tasks been completed, documented, and made ready for operations?

4. Resource Readiness. Are all the end-users trained? Is the Client’s staff trained to deal with problem-solving during the business cycle?

3.7.1. Deploy – Prerequisites
To cutover to production the following criteria must be met:
● User Acceptance Testing must be completed and signed off on by both the Client and SpryPoint
● All issues marked as required for Go-Live must be completed and signed off on. ● All product enhancements and integrations marked as required for Go-Live must be completed, tested, and signed off on.
● Converted data has been validated, balances, any discrepancies can be explained and signed off on.
● Required training is completed and signed off on.

Note: the above list is the standard agreement, however, in some cases there may be item(s) that may not be accomplished until Go-Live. Any desired expectation(s) to this list needs to be documented in writing with a plan outlined and relevant details and signed by both Parties.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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Statement of Work
48 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

3.7.2. Deploy – Go Live Cutover Plan
SpryPoint will develop a Go-Live Cutover Plan which outlines all issues and activities required to cutover and to the achievement of operational stability. The plan is based on experiences gathered from other SpryPoint production cutovers, an on-going evaluation of best practices in the industry, and specific issues that arose during the configuration and testing of the software for the Client.

3.7.3. Deploy – Go/No Go Decision
This is a critical decision point in the Project, where the state of the Project is reviewed against the Deploy Prerequisites above to determine the readiness for Go-Live. This step should occur approximately 30 days before Go-Live. If the Client has specific needs that will require more than 30 days’ notice (such as a requirement to give more than 30 days notice to the customer base), this decision point should occur further out than 30 days prior.

The Go/No Go Decision process occurs in two steps.

Step 1 – SpryPoint Internal Go/No Go Decision
This is an internal meeting with the SpryPoint Project Team, SpryPoint Executive Sponsor and other SpryPoint Stakeholders to discuss the Project and evaluate Go-Live readiness.

If this meeting results in a "Go" Decision, a Client Go/No Go meeting is scheduled. In the event a "No" results from this meeting a meeting will be scheduled with the Client’s Executive Sponsor and Key Stakeholder to discuss the concerns and an established action plan.

Step 2 – SpryPoint/Client Go/No Go Decision
When the SpryPoint Internal meeting results in a "Go" Decision, the Project status, risk, cutover plan is discussed with the Client’s Project Team, Executive Sponsor and any Key Stakeholders. If the Client makes a "Go" decision, plans for the cutover are finalized. If the Client makes a "No-Go" decision, SpryPoint and the Client will work together to determine if the change is in or out of scope, and the appropriate actions will be taken to resolve the issues/concerns.

3.7.4. Deploy – End User Training Material
To assist the Client’s end users with understanding of the SpryPoint product(s); SpryPoint will provide end to end system training. As part of training, SpryPoint will provide the Client copies of the training presentations and student workbooks. During training, activities and assessments will be completed to help reinforce key concepts. Training material used during end user training will be localized to use Client Data for hands on exercises and will only contain details about system functionality that is being used as part of the Client’s go forward business processes. Note: The training material will not contain specific business process information for the Client.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.259
Statement of Work
49 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

3.7.5. Deploy – End User Training
The end-user training will be performed by SpryPoint staff, with the assistance of one or more Client Core Team members. The SpryPoint instructor will supply the detailed knowledge of the applications being taught, and the Client functional resource will bring the detailed knowledge of Client processes to the classroom. The SpryPoint instructor will lead the instruction with the Client resource attending to clarify any process or procedure questions specific to their environment.

While SpryPoint will make every effort to complete end user training as close to Go-Live as possible, there may still be a period between training and Go-Live. As a result, the Client agrees to establish a practice lab and a schedule where trained users are scheduled and required to spend time practicing what they have been trained on.

3.7.6. Deploy – Mock Go Live
The Mock Go-Live acts as a dress rehearsal for the actual Go-Live weekend and Monday morning activities. This practice run is used to ensure everyone understands their roles and responsibilities for the actual Go-Live. In addition, it allows SpryPoint to validate the schedule and timings for the cutover weekend. This includes any manual entries required after the completed conversion and validation of all reporting. Some users will be asked to run testing to ensure they understand what is going to happen when the business opens on Monday morning.

3.7.7. Deploy – Customer & Vendor Notifications
As the Client prepares for Go-Live the Client may need to notify customers, vendors and other third parties of the System Go-Live. It will be the responsibility of the Client to prepare and complete these notifications. However, SpryPoint can be used as a resource to talk about their experiences in what other Clients have done.

3.7.8. Deploy – Go Live
This phase includes the System shutdown time when the cut-over to production occurs.

Most of this work is performed when the office is closed. During this time, the final data conversion is completed, and all other steps as identified in the cut-over plan are completed, and validation is performed to ensure everything is in place to open the office.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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Statement of Work

Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 50

3.7.9. Deploy - Deliverable(s), Roles & Responsibilities No. Deliverable
Name
Deliverable
Description
Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manager
Core
Team
Testers End
Users
Executive
Sponsor
SpryPoint Client

1. Go Live Plan A document that outlines the
plan for Go-Live, including
any schedules and checklists
for the Go-Live weekend.

A R I R R R I

2. SpryPoint
Internal Go/No
Decision
An internal SpryPoint meeting
where the Client’s readiness
for Go-Live is reviewed.

A R R I

3. SpryPoint/
Client Go/No
Go Decision
A meeting upon the
acceptance of prerequisite
activities that gives the
approval to move forward
with the Go-Live.

A R R C R R R

4. End User
Training
Training for users is teaching
them how to use the
SpryPoint products, as
identified in the training plan.

A R C R R

5. Customer/Ven
dor
Notifications
Notice of Go-Live for any
customers, vendors, and
other interested parties of the
Go-Live planned date.

I I A R I C
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.261
Statement of Work
51 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable
Description
Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manager
Core
Team
Testers End
Users
Executive
Sponsor
SpryPoint Client

6. Schedule
Practice
Sessions for
Trained End
Users
A schedule that assigns
system practice time to
trained users.

A C R

7. Practice Lab A space where trained end
users can go to use the
SpryPoint Product(s) and
practice their system skills.

A R I

8. Practice
Session(s)
The time an end user(s)
spends practicing what they
learned in training sessions.

C R A

9. Mock Go Live A complete dress rehearsal
of the Go-Live activities to
ensure all parties understand
their role in Go-Live.

A R R R I

10. Final Data
Conversion
Exports
All activities required to
complete the final data
conversion exports from the
legacy system.

A R C C
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.262
Statement of Work
52 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable
Description
Project
Manager
Implementation
Specialist (s)
Executive
Sponsor
Project
Manager
Core
Team
Testers End
Users
Executive
Sponsor
SpryPoint Client

11. Final Data
Conversion
Imports
All activities required to
complete the final data
conversion import in the
production system.

R A C C

12. Go-Live
Activities
Complete all cutover
activities as defined in the
cutover plan.

A R I R R R I

13. Issues Log
Updates
The issues log that gets
updated with any issues that
occur during cutover.

A R R R

14. Go Live Sign off A document that confirms
that the system is ready for
production use and that the
Client is ready to begin using
the SpryPoint solution(s) as
the system of record.

R R I A R C
Key: R= Responsible – Assigned to complete the task/I.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done. C = Consulted – provides input into a task and/or consulted before a decision or action; I – Informed – Must be informed after a decision or act Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.263
Statement of Work

Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 53

3.8. Operate
The purpose of this phase is to ensure complete and successful transfer to the new customer information system as well as the other applications included in the Project scope and provide the Client with direct access to the implementation team personnel.

The SpryPoint implementation team will work together with Client’s production staff to ensure the System is well understood and functioning pursuant to the Agreement and this SOW.

3.8.1. Operate – Post Go Live Support
This is the initial period after Go-Live where the Client’s focus is on system stabilization. The post Go-Live/stabilization period will last 90 calendar days with the goal to complete 3 full billing cycles (assuming monthly billing cycle).

During this period, the Client is using the SpryPoint product(s) to complete their day-to-day responsibilities and run their business.

The SpryPoint implementation team is available to the Client to answer questions, provide refresher training, manage, and resolve all application issues (configuration, training, and defects, etc.), resolve all post-production issues as well as any Go-Live deferred functionality, provide support of the business process review activities and how to best achieve the desired improvements.

At the end of the post Go-Live stabilization period a punch list is created. This list contains:
● Any issues and their severity still open at the end to the stabilization period ● Any SOW items that were not delivered prior to Go-Live ● Any additional reports required and agreed to as part of scope of services

3.8.2. Operate – Transition to Customer Success
After the post Go-Live period has been completed and all severity 1 and 2 issues have been resolved, SpryPoint will transition the Client to the Customer Success team. The transition involves a SpryPoint internal knowledge transfer between the Service Delivery and Customer Success Teams and an introductory meeting with the Client, SpryPoint Project Manager, and the SpryPoint Customer Success Team. Once the transition to the Customer Success team has occurred, the SpryPoint Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.264
Statement of Work
54 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved implementation team will continue to be accountable for the resolution of all items on the punch list and the Customer Success Team will be accountable for any new issues.

3.8.3. Operate – System Acceptance & Project Close Out
The project close out is the point when the SpryPoint and the Client both agree that all Project deliverables have been completed per the Statement of Work and the Implementation portion of the Agreement is completed, the System is accepted by the Client and the Project is deemed closed.

This occurs when the following are met:

1. All of the service deliverables identified within this SOW have been completed, delivered and accepted by Client , including approved Change Orders impacting the SOW;

2. All punch-list items severity 1, 2 and a plan for delivery of severity 3 are delivered to the Client. The Client agrees to test all delivered severity 1 and severity 2 items within 15 business days of receipt and provide written details of any concerns.

If no written details or concerns are provided by the Client within the 15-business day period, the items will be considered approved. Client must have received training as defined in the SOW on the SpryPoint Products and know how to use the System.

3. 1. and 2. above have been met, and the Project is 6 months past cutover, and no written documentation of issues related to the scope included in this SOW has been provided to SpryPoint; SpryPoint will send an email to the Client stating that due to no documentation approval has been assumed.

Once a Project is deemed complete any outstanding implementation fees are due.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.265
Statement of Work
55 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

3.8.4. Contingency Fund
A contingency fund will be held by the Client under this Agreement in the amount of 20% of the total contract value ("Contingency Fund"). The purpose of the Contingency Fund is to cover unforeseen costs, issues, or changes that may arise during the performance of the services outlined in this SOW, including, but not limited to, changes in scope, technical challenges, and unforeseen additional costs beyond SpryPoint’s reasonable control as set forth below.

2. Use of the Contingency Fund
The Contingency Fund is eligible for use by SpryPoint only for the following purposes:
• Unforeseen Costs: For additional costs arising from unforeseen issues that are beyond SpryPoint’s control and not due to SpryPoint’s gross negligence, and that could not have been anticipated at the time this Agreement was executed. • Scope Changes: For additional work or modifications to the scope of services that have been formally approved by the Client through a written change order or amendment to this Agreement. • Technical Challenges: To address technical difficulties or issues that arise in the course of delivering services, which require additional effort or resources.

Use of the Contingency Fund requires prior written approval from the Client. SpryPoint must submit a request for release of contingency funds, including a detailed justification and documentation supporting the need for additional funds. The Client will review and approve or deny the request based on its assessment of necessity, reasonableness, and the availability of funds.

3. Administration and Approval
• Request Process: SpryPoint shall submit a formal written request to the Client for any use of the Contingency Fund, specifying the amount requested, the nature of the unforeseen issue or required scope change, or technical challenge, and the impact on the overall project.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.266
Statement of Work
56 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved • Client Approval: The Client shall approve or deny SpryPoint’s request for contingency funds at the Client’s sole discretion within 30 days from the date of receipt of SpryPoint’s request. The Client’s decision shall be final, and SpryPoint shall not proceed with using any contingency funds without such approval. • SpryPoint Approval: The final approval of the release of any contingency funds will be documented via a mutual agreed upon change order under the change order process described herein.

4. Reporting and Documentation
SpryPoint shall maintain accurate and complete records of all expenditures from the Contingency Fund, including amounts requested and approved.

5. Limitations on Contingency Fund Use
The Contingency Fund shall not be used for:
• Costs resulting from SpryPoint’s failure to meet contractual obligations under the Agreement, including delays, deficiencies, or poor performance, or SpryPoint’s gross negligence or willful misconduct. • Costs arising from items already included within the original scope and cost estimates of the Agreement.

Notwithstanding the above, as Client budgets are on an annual cycle and are influenced by the prevailing economic conditions and other factors that may be beyond its control, the Client reserves the right to make modifications to the amount in the Contingency Fund without penalty or liability to SpryPoint. Client shall have no obligation to pay any amount in the Contingency Fund to SpryPoint. Client and SpryPoint may enter into an amendment to this Agreement to reflect any reduced amount of the Contingency Fund.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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Statement of Work
57 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

3.8.5. Operate - Retainage Collection
Retainage will be applied to each invoice during the Project as per the Master Subscription Agreement. The retained amounts will be invoiced by SpryPoint and is to be released by Client pursuant to this Agreement and based on the following criteria:
● 50% release of retainage upon successful completion of Deploy Prerequisites as noted in section 3.7.1. ● 25% released upon the competition of the Transition to Customer Success as noted in section 3.8.2 ● 25% on Project Close Out as noted in section 3.8.3
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.268
Statement of Work
58 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

3.8.6. Operate – Deliverables, Roles, & Responsibilities No. Deliverable
Name
Deliverable
Description
Project
Manager
Implementation
Specialist (s)
Customer
Success
Team
Project
Manager
Core
Team
Testers End
Users
Executive
Sponsor
SpryPoint Client

1. Refresher
Training
Any identified and
agreed upon refresher
training completed.

A R R R R

2. Transition
Documentation
SpryPoint Internal
Documentation used
to provide the
Customer Success
Team information
about the Client and
their project.

A R R

3. Transition to
Customer
Success
Internal
Meeting
A SpryPoint internal
knowledge transition
meeting to review the
project details.

A R R I

4. Transition to
Customer
Success
Meeting
A meeting was held
with SpryPoint to
introduce them to the
Customer Success
Team and how they
work with them.

A R R R R I
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.269
Statement of Work
59 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved No. Deliverable
Name
Deliverable
Description
Project
Manager
Implementation
Specialist (s)
Customer
Success
Team
Project
Manager
Core
Team
Testers End
Users
Executive
Sponsor
SpryPoint Client

5. Finalize
Punchlist
A document that lists
any open items that
need to be resolved
as part of the scope of
the product.

A R I R R

6. Signoff on
Punchlist
Acknowledgement, by
the Client that they
have reviewed the
punch list and they
agree to it.

R A R I

7. Project Close
Out Document
A document that
summarizes project
details.

A R R R

8. Project Close
Out Signoff
Acknowledgement, by
the Client that all
SOW deliverables
have been completed
and the project has
been signed off on
and closed.

I A R C
Key: R= Responsible – Assigned to complete the task/I.e you will have work to do; A = Accountable – Has final decision-making authority and accountability for completion; this person will ensure the work gets done. He/she may or may not be doing work but needs to make sure the work gets done. C = Consulted – provides input into a task and/or consulted before a decision or action; I – Informed – Must be informed after a decision or action Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.270
Statement of Work

Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 60

3.9. Project Governance

3.9.1. Project Management (PM)
SpryPoint uses a highly structured and layered project management methodology, which relies on detailed and complete project plans, to determine who is working on each task, and when, throughout the life of the project. Central to SpryPoint’s philosophy is maintaining strong communication throughout the teams, setting expectations early, facilitating and coaching as required and monitoring progress.

SpryPoint will provide a Project Manager throughout the life of the Project who will work directly with the Client's Project Manager and the joint team to ensure that all project responsibilities are met, unless mutually agreed to. SpryPoint shall assign and meet the required staffing, as defined in the staffing matrix provided during the RFP process, and resource needs for its provision of its Services. If Client notifies SpryPoint that it is dissatisfied with the services of any person supplied by SpryPoint, Client shall provide SpryPoint with a written description of such unsatisfactory services, and SpryPoint shall try in good faith to promptly resolve any concerns. If Client continues to be dissatisfied with such person due to issues related to performance, workplace conduct, or behavior, SpryPoint will remove that person from the Project and will assign another qualified person to Client’s work as soon as possible. SpryPoint agrees to use commercially reasonable efforts to maintain consistency of Project personnel (subject to personnel employment status, promotion, leave of absence) and commits that replacement staffing resources will have sufficient Project knowledge, qualifications and experience, without additional cost to Client, in order to render services in accordance with this Agreement. In such a case, SpryPoint will provide a replacement within a commercially reasonable time while preserving overall Project timelines.

SpryPoint shall require each of its agents, officers, and employees to abide by any Client’s policies that are communicated or provided in writing to SpryPoint, including those prohibiting sexual harassment, pandemic response, security, firearms, and smoking, as well as all other reasonable work rules, safety rules, or policies regulating the conduct of persons on Client property at all times while performing duties pursuant to the Agreement.

SpryPoint and its agents, officers, and employees performing services on Client premises and otherwise using Client software, hardware, or equipment, shall comply with all Client security and information technology policies and practices. SpryPoint agrees and understands that a violation of any of these policies or rules may constitute a breach of the Agreement and may be sufficient grounds for termination of the Agreement by the Client.

SpryPoint and Client Project Managers shall be responsible for the planning and execution of the Project. They shall work collaboratively to manage all project activities from project management activities, including planning and execution, the delivery of change management, and project communications throughout the Project. The Client’s Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.271
Statement of Work
61 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Project Manager is ultimately accountable for the Client’s resources, project tasks and internal project plans and SpryPoint’s Project Manager is accountable for their resources and project tasks. Both project managers will need to work together and retain authority for day-to-day project decisions and ensure project success.

3.9.2. Project Communications & Tools
The SpryPoint Project Manager, working in conjunction with the Client Project Manager, will compile status reports for distribution to both the Client and SpryPoint management.

Weekly meetings will be held to review overall status, schedule, and open issues noted in the status report.

As the implementation experts, SpryPoint agrees to communicate clearly which issues/tasks are on the critical path and have immediate impact on the project schedule and which issues/tasks are not. For issues that are not on the critical path the SpryPoint Project Manager will monitor these to ensure that these do not become critical path issues/tasks.

Communication Method Frequency Tool/Method Attendees
Project Team Status
Meetings
Every second
week
Zoom &
Word/PDF
Both PMs, Client
Core Team
Meetings,
SpryPoint Project
Team (as
required)
Project Status Reports Monthly PDF N/A
Updates to the project
plan
Bi-monthly Kantata N/A
PM Status meeting Every second
week
Zoom SpryPoint PM,
Client PM
Risk Log Bi-Monthly Excel N/A
Executive Steering
Committee
Monthly Zoom SpryPoint PM,
Client PM,
SpryPoint
Executive
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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Statement of Work
62 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Sponsor, Client
Executive
Sponsor
Issue Log Weekly Excel N/A
With the understanding that both SpryPoint and the Client are working jointly to achieve the best project outcome, the table above outlines the standard agreement for communications. If major project events occur, or at a critical point in the Project that require additional communications, updates, or meetings, both parties can mutually agree to the additional activities at no extra cost to the Client.

3.9.3. Acceptance Period
To facilitate the project schedule and project planning it is important both parties agree to a default response period of 5 business days for any issues involving the Project. While this will be the default time, either party can proactively ask for a longer time, if the time is not sufficient or ask for an extension. The SpryPoint Project Manager will evaluate any timeline extensions against the project schedule and communicate if the extension puts the project schedule at risk.

3.9.4. Agreed Severity Definitions
During the implementation the following definition will be used to define the Severity of issues. In addition, issues will also be categorized as Go-Live Required or Post Go-Live.

Severity Level Example
1 – Urgent The Client’s business is not operational due to significant performance issues or outage, creating a substantial impact financially or by the number of customers affected.

Critical business function(s) cannot be performed, and/or a key component is unavailable or is non-functional. There is no immediate workaround.

Urgent issues have top priority until resolved. Examples of Severity 1 Issues includes but are not limited to:
● System is unavailable (outage),
● Unable to perform a key function such as calculation of bills or billing process, ● A key function is malfunctioning, creating a severe financial/customer impact ● Any event that impacts more than 20% of the customer base. ● Severity Level 1 issues are subject to an Issue Post-mortem by SpryPoint 2 – Critical The Client’s business is operational but the ability to perform business functions is severely impacted,
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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Statement of Work
63 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved A critical business function or functions are partially operational or operating by use of a workaround only sustainable for a short period of time.

A critical business function or functions is operating at limited capacity or has a defect which creates errors or atypical results to customer records, transactions, financials.

Examples of Severity 2 issues include but are not limited to:
● 10%-20% of the customer base are affected by bills which are calculating or rendering incorrectly
● Response times on transactions or screens are 3 times the normal response times (response times must be tracked at go-live for benchmark) ● Processes take 3 times as long to complete or error out (response times must be tracked at go-live for benchmark)
3 – Restricted Use The service is experiencing an issue that can be worked around but is impacting the Client’s efficient use of the service. The business is operational with reduced efficiency.

Examples of Severity 3 issues includes but are not limited to:
● Single account issue
● Business function has a slight restriction of function of non-critical nature ● A workaround is required to maintain normal operations ● Non-performance impacting defect
4 – Not Urgent The service is fully functional but may contain a cosmetic flaw or misspelling.

There is no operational, financial, or customer impact.

Examples of Severity 4 issues include, but may not be limited to:
● A button is out of alignment on the user interface
● Question regarding configuration or functionality
● General inquiries

3.9.5. Milestone Acceptance Process
This Project will be invoiced on a milestone basis. The milestones, delivery criteria and payment timelines are noted below and in Exhibit G - Milestones.

On a monthly basis, the SpryPoint Project Manager will submit a list of milestones that have been completed for review and approval to the Client Project Manager. Service deliverables shall be accepted or rejected within 10 consecutive business days from the time of submission for acceptance. Service deliverables will be considered accepted with written approval from the Client. In the event the Client does not provide written approval or feedback within the agreed upon time period SpryPoint may invoice the milestone. The use or partial use of any service deliverable in a Production Environment constitutes acceptance of that service deliverable but only to the extent of such use or partial use.

The Service Deliverable Acceptance Process is described below. ● Submission of Service Deliverables. The SpryPoint Project Manager, or his or her designee, will prepare a list of completed milestones and forward with the Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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64 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved respective service deliverable to the Client Project Manager, or the Client designee, for consideration.
● Assessment of Service Deliverables. The Client's Project Manager will determine whether the service deliverable meets the requirements as defined in this SOW and that the service deliverable is complete.
● Acceptance / Rejection. After reviewing, the Client will either; accept the service deliverable in writing or will provide a written reason for rejecting it to the SpryPoint Project Manager. If the Milestone is accepted, the SpryPoint Project Manager will invoice for the Milestone(s). If the Milestone is rejected the SpryPoint Project Manager will review the reason and work with the Client's Project Manager to determine if the rejected reason is within the scope of the Project as defined in this SOW and if so, resolve any concerns. Once concerns are addressed the Milestone Acceptance Form will be updated and resubmitted for approval in the next month invoicing cycle.

3.9.6. Scope & Project Change Management
During implementation either party may request additions, deletions, or modifications to the services or software described in this SOW (“the Change”). All Changes will be documented regardless of whether there is an associated cost for the change and reviewed by both Parties.

Requests for changes should be made to either project team’s PM. The SpryPoint Project Manager is responsible for creating a Change Order Form. The Change Order Form will include the following:
● A description of the problem that needs to be solved or the scope change to be addressed.
● A description of the solution to the problem or scope Change being requested, including the use/business case and/or reason for the Change and suggested solution.
● An estimated impact of the Change on the project schedule. ● If applicable, any fees/cost and expenses associated with the Change.

The Change process that will be employed is defined below. The Change must be approved in writing by both SpryPoint and the Client before any work related to a Change may begin.
● Identify the requested Change
● Identify and document the solution and scope of work associated with the Change requested
● Estimate required effort, and any associated costs
● Assess impact of the Change on schedule, travel fees, milestones, SaaS contract, risks and/or any other identified impacts.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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65 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ● Submit for review and approval by the Client and SpryPoint Management Team ● If not approved, no changes are completed and the Change request is canceled ● If approved, Project documents are updated and work on the Change is scheduled into the Project
● Monitor and report progress on the Change
● Communicate the Change resolution
Note: Any impact to Services are handled through a Change Order, any impacts to SaaS are handled through a contract amendment.

During implementation, work to execute any approved project Changes will be completed at a price of $200 USD per hour.

3.9.7. Issues and Risk Management
The following procedure will be used to manage Project issues and risks:
● Identify and document all concerns
● Assess the impact and prioritize the impact to the Project ● Assign responsibility to resolve the issue or risk
● Monitor and report progress on the issue or risk
● Communicate issue resolution
On a monthly basis, the Project Managers will meet to review the status of the risks and outstanding issues. When a risk is identified each risk will be assessed for its probability and impact and weighted.

Note: This is in addition to other regular touch points outlined in section 3.9.2.

3.9.8. Conflict Resolution and Escalation Process
While both parties agree it is the desire to resolve issues quickly and within the Project team(s), at times this may not be possible, and issue(s) may need to be escalated to resolve.

A Project issue can include anything from a business process change, to a schedule issue, to a personnel issue, etc. The following table shows a typical escalation path:

Escalation Path SpryPoint Client
Level 4 CEO Assistant City Manager
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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66 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Level 3 Vice President Service
Delivery
Assistant IT Director
Level 2 Project Manager Project Manager
Level 1 Implementation Specialist Core Team Members

3.9.9. Project Working Times

3.9.9.1. Project Working Schedule
During the Project implementation it has been agreed that Project Meetings, Training Sessions and/or any onsite time will be completed Monday through Friday, when working remotely. If work is being completed onsite all meeting times will be scheduled Monday through Thursday, with Friday being a travel day for the SpryPoint project team. In the event scheduled project activities such as meetings, training sessions, etc. need to be completed on days/times outside the above agreed times, this will be mutually agreed upon by both Parties and scheduled a minimum of three (3) weeks in advance.

3.9.9.2.Statutory Holidays
It is agreed that both Parties will do their best to respect each party’s holiday schedule.

However, depending on where the Project is and go-live date, on occasion project team members may be required to work a statutory holiday. If this is to occur, it will be mutually agreed to by both parties.

SpryPoint Observed Holidays
Holiday 2024 2025 2026
New Year’s Day January 1 January 1 January 1
Islander Day/Family
Day
February 19 February 17 February 16
Good Friday March 29 April 18 April 3
Victoria Day May 20 May 19 May 18
Canada Day July 1 (observed July
4)
July 1 July 1
Civic Holiday August 5 August 4 August 3
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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67 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Labor Day September 2 September 1 September 7
National Day of
Truth &
Reconciliation
September 30 September 30 September 30
Thanksgiving October 14 October 13 October 12
Remembrance Day November 11 November 11 November 11
Christmas Day December 25 December 25 December 25
Boxing Day December 26 December 26 December 26
** Note: this calendar is subject to change based on company policies Client Observed Holidays
Holiday 2024 2025 2026
New Year’s Day January 1 January 1 January 1
Martin Luther King
Jr Day
January 15 January 20 January 19
Presidents Day February 19 February 17 February 16
Memorial Day May 27 May 26 May 25
Juneteenth June 19 June 19 June 19
Independence Day July 4 July 4 July 3
Labor Day September 2 September 1 September 7
Veteran’s Day November 11 November 11 November 11
Thanksgiving Day November 28 & 29 November 27 & 28 November 26 & 27 Christmas Eve December 24
half-day
December 24 halfdayDecember 24 halfday
Christmas Day December 25 December 25 December 25
New Year’s Eve December 31
half-day
December 31 halfdayDecember 31 halfday
*Observed holidays subject to change. Changes will be communicated amongst project management, adjustment to schedule may be necessary.

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3.9.10. Executive Steering Committee
The Executive Steering Committee Meeting will include SpryPoint and the Client Project Managers and Project Sponsors. This review will take place monthly via a Zoom meeting or onsite (if mutually agreed to by both parties). The intent of this meeting is to ensure that the Project remains on-time and on-budget, and that Executive Management for both parties have a clear understanding of project status. The primary tool that will be used to do the meeting is the latest month’s Monthly Project Status Report. The intended level of attention to detail during this meeting is to identify areas of concern or material change to the Project. Topics of discussion include:
● Work accomplishments from the previous month and planned work accomplishments for the upcoming month.
● The percent complete for the overall project thus far. Descriptions of any material variances in schedule or work will be provided, if the percent complete is different than what was expected from the prior month.
● The current Risk Management Plan will be included, and risk status will be reviewed, based on priority of risks.
● The Project Plan will be included and reviewed for any areas of concern or material change to the Project.

3.9.11. Project Management Recurring Deliverables
During the Project implementation the SpryPoint Project Manager is accountable for the delivery of the following recurring deliverables:

Communication Method Description
Shared Project Folders Via the used of Google Drive, SpryPoint will provide the Client with a shared project folder for document sharing and collaboration of documents during the Project
Project Status Reports A monthly report that summarizes project status, upcoming activities, risks, etc.

Updates to the project
plan
Updates to the baseline Project schedule are performed
and published bi-monthly. The plan is updated to refine tasks, percent complete and milestone completions,
inclusive of resource updates and timeframe updates. Both parties will commit to staffing and resources to meet a rolling 3-month window.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.279
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69 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Note: project plans will be maintained and updated in the SpryPoint Project Tool, called Wrike. Access can be
granted to the Client to see the project plan.

Risk Log Report that lists risks, probability, impact, status, and responsible resources.

Executive Steering
Committee
A monthly meeting to ensure both Executive Teams
understand project status, any risks, and an opportunity to discuss any other topics as required.

Issue Log Report that lists project issues, responsible resources, due date, priority, and impact on the critical path.

Note: If the Client prefers to use SharePoint and Microsoft 365 as the site for sharing/storing files, SpryPoint will agree to this. However, the Client is required to provide and support the SharePoint infrastructure and provide access to the SpryPoint team members at no cost to SpryPoint.

4. Integrations & Enhancements
This section outlines any of the integrations or enhancements included in this statement of work. It is important to note that during analysis and throughout the implementation there may be additional integrations or enhancements identified. In this event, SpryPoint will provide a ballpark estimate(s) to determine if further investigation or detail(s) is required. If the Client is not interested, SpryPoint will work with the Client to ensure they understand all required workarounds. If the Client wishes to investigate further, a full estimate will be provided. If the change is deemed required by both Parties, the change order process will be activated.

4.1. Integrations
SpryCIS is designed with REST Application Programming Interfaces (API’s) to enable realtime integration. For inbound integration and synchronization from back-office applications, we provide a purpose-built back- office integration Application Programming Interface (API). For outbound integration, we have an integrated process scheduler as well as an extensible event framework to support both batch and scheduled integrations as well as event-driven integrations.

SpryPoint will create an Integration Requirements Document for each integration to define the detailed requirements.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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70 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Note: In the event additional work or development is required to support integrations with third party applications and SpryPoint, it is outside the scope of this Project. Some examples are configuration in a third party application, the need for a third party to add information to an API, etc.

No. Integration Name Integration Details

1. Financial ERP -
Workday
SpryPoint has an existing integration with Workday that automates the flow of financial data such as general
ledger and banking transactions directly into your
Workday system. Exchanging data efficiently between
Workday and SpryPoint saves you time and effort while
reducing errors.

The Accounting Journal Connector facilitates the
exchange of accounting journal entries between SpryCIS
and Workday. This connector enables all financial
transactions to be synced to the correct general ledger accounts in Workday.

The Ad Hoc Banking Transaction Connector, facilitates
the exchange of banking transactions, such as payments
and payment reversals, between SpryCIS and Workday.

The ad hoc banking transactions are used to reconcile
payments in SpryCIS against bank statements, which
ensures accurate and timely reconciliation.

For each of these connectors, SpryCIS generates a CSV
file with summarized records on a nightly schedule and
uploads the files to an sFTP site. The files can then be automatically picked up by Workday and imported into
their system.

2. ESRI GIS (ArcGIS) SpryCIS and SpryMobile include standard Esri ArcGIS integration capabilities. These capabilities include:

Administrators may configure SpryCIS and
SpryMobile to connect to ArcGIS web services using
basic or OAuth 2.0 authentication.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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71 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ● Administrators may display layers from ArcGIS
web services (Feature Services, Map
Services and Image Services) directly within
the SpryPoint applications. These layers are
overlaid on maps and easily toggled on or
off. This allows users of SpryMobile and
SpryCIS to view their infrastructure
components, to pan, zoom, search and select,
and ultimately perform operations by location
and proximity to drive their
workflows. Attribute data that describes
various infrastructure components is pulled
from the customer’s GIS through these
services for display on maps.
● SpryMobile supports the automatic update of
SpryMobile asset records when new assets
are created or updated in ArcGIS Online, as
well as a reverse process to push any assets
created or modified in SpryMobile to ArcGIS
Online.
● Where GIS is the system of record for
premises-related data such as street address,
drainage basin, pressure zone, etc, a customer
may wish to export their premises data from a
GIS to SpryCIS. SpryCIS can ingest a
premises master data file from GIS to update
premises details to match the value in GIS
● In cases where your GIS administrators wish to
use data within SpryPoint applications in GIS
layers, SpryPoint includes a read-only
database service which can be used as a data
source for GIS services. GIS administrators can
also access and export data from SpryCIS
using built-in report tools such as Metabase.

3. InfoSend (Bill
Print Export)
SpryPoint will create and manage the bill template and
collections letters as part of the project. Requirements from the Print Vendor will be provided for SpryPoint to facilitate the design of the bill template and collection letters. SpryPoint will build the template and letters
based on the requirements of both the client and the bill print vendor, to be mutually agreed upon by all parties.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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72 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved SpryPoint will create a collated PDF file upon bill
generation and processing collections batches. This PDF file can automatically be uploaded to an SFTP, if
configured.

SpryPoint can be configured to also include a text-based bill export metadata file if the bill print vendor requires it.

Both approaches are standard features and operations
during system implementation.

SpryPoint natively supports paperless billing and the
display of statement PDFs in SpryEngage. This piece
does not require an integration with the bill print vendor.

4. Paymentus or
Invoice Cloud
(EBPP)
SpryPoint's integration with Paymentus provides
payment processing functionality with full two-way
integration between SpryCIS and Paymentus, and twoway integration between SpryEngage and Paymentus.

Features of the SpryCIS - Paymentus integration include:
▪ Scheduled job for Customer Information File
(CIF) generation and upload to Paymentus
▪ Real-time payment notification from Paymentus
▪ Real-time autopay updates from Paymentus
▪ Real-time customer lookup from Paymentus -
gathers real-time balance and collection status,
before a payment is made through
SpryEngage or IVR
▪ Card-present payment initiated from SpryCIS
receipting page with real-time callbacks on
successful card-present payments
Features of the SpryEngage - Paymentus integration
include:
▪ Embedded Paymentus pages within
SpryEngage to support managing
wallets, autopay enrolment, account payments,
and one-time payments.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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73 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ▪ When payments are made via Paymentus
within SpryEngage, Paymentus sends updates
back to SpryCIS in real-time.

5. Lockbox (Truist,
Synova, Arista)
SpryCIS includes a standard feature for file-based
payment import, offering support for configuring
payment file formats, including both fixed-width and
delimited types like comma-separated values (CSV). This feature provides the ability to accommodate various
lockbox/payment import processes without needing
additional development. Users can upload payment files
in SpryCIS either manually through the user interface, or by using an API call.

6. Beacon (AMI
Metering)
SpryPoint maintains a robust integration with Badger
BEACON across our product suite. Integrations are
designed to automate routine integration processes,
eliminate manual handling of meter reading information, maximize the business value of interval reading
information to support customer service and operations, and streamline implementation and testing processes.

Key features of these integrations include:

The SpryCIS data model supports vendor-specific data
models and configurations to support Badger metering
infrastructure, including Badger-specific meter
configurations, endpoint configurations, and encoder
configurations. This ensures that Badger meters are
created, maintained, and operated according to known
standards and best practices, and supports deep
integration between Badger BEACON and the SpryPoint
product suite.

A fully-automated scheduled master file exchange
serves to regularly update BEACON® with the latest
information on customers, accounts, and meter
installations from SpryCIS. This ensures that both
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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74 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved systems consistently operate with the most current and
synchronized data.

SpryCIS can directly retrieve billing meter readings via the BEACON® API. This seamless integration allows for
accurate and timely billing, while reducing operator
effort by eliminating manual data exchange processes.

SpryCIS and SpryEngage can display interval meter
reading data sourced from BEACON, along with overlays
of weather information. This allows a direct analysis of customer usage patterns, continuous usage, and
correlations with weather conditions.

SpryIDM integrates directly with the BEACON® API to
retrieve daily interval meter readings, ensuring up-todate consumption data is consistently available. This data is used to display interval readings in SpryCIS and SpryEngage, detect consumption anomalies such as
leaks or irregular usage, and perform consumption
forecasting to improve customer resource management.

SpryMobile supports BEACON-specific AMI meter
installations, upgrades, and maintenance. Field worker
meter maintenance forms are tailor-built to support
common Badger meter operations. This ensures that
data is entered correctly at the source and is easily
validated in meter quality assurance processes, while
automating the back-office meter replacement and
maintenance data updates. SpryCIS also supports batch
integration with Ensight+ and other mass-meter work
order systems to automate the update of back-office
information for meter installations and upgrades.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.285
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75 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

7. CityWorks (WAMS) The Cityworks integration offers a versatile solution for enhancing communication between SpryCIS and
Cityworks. This integration is built with the flexibility to empower City administrators in streamlining and
optimizing their business processes, all managed
through configuration settings in the interface.

SpryCIS leverages Cityworks REST APIs for real-time
information exchange. The key components of this
integration include:
▪ Mapping SpryCIS service order types to
Cityworks work order templates, which
includes custom field mapping. This allows
administrators to configure field operations to
be completed in SpryMobile or Cityworks on
an order-to-order basis.
▪ Real-time creation of work orders in Cityworks
when service orders are generated in SpryCIS.
▪ Scheduled monitoring by SpryCIS for work
order updates in Cityworks. Work order
updates can trigger various back-office service
order actions in SpryCIS, including user
notifications, charge creation, alerts, and
access to Cityworks fields from the service
order page in SpryCIS.
▪ Bidirectional synchronization of premises and
service point data between Cityworks and
SpryCIS, covering details such as meter box
information, service point location, and
coordinates.
▪ Work orders created in Cityworks can be
synchronized back to SpryCIS, provided they
are mapped to a service order type and a
premise that exists within SpryCIS. This allows
field technicians to initiate field activities in
Cityworks without requiring direct access to
SpryCIS or time-consuming manual processes.

Note: The availability of specific integration
functionalities may vary depending on the version and
installation type of Cityworks in use at the utility. Older Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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76 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved versions of Cityworks may provide less integration
capability than current versions.

8. Tokay (Backflow) SpryPoint supports an automated file based integration where account, customer, and premise information from
SpryCIS can be sent to Tokay through an SFTP server.

The content of the file is configurable, based on the
requirements of the client.

Further discussion regarding SpryBackflow may deem
this integration unnecessary.

9. Recyclist Recyclist from our interpretation is a custom export data set which will run on a job schedule monthly.

SpryPoint supports an automated file based integration
where any information stored in the SpryCIS database
can be sent to external systems through an SFTP server.

The content of the file is configurable, based on the
requirements of the client.

10. ConserveTrack The Client currently has a custom data export that delivers the following information to ConserveTrack via pipe-delimited files to an SFTP: accounts, premises,
meters, and customers.

SpryPoint supports an automated file based integration
where any information stored in the SpryCIS database
can be sent to external systems through an SFTP server.

The content of the file is configurable, based on the
requirements of the client.

11. TPS (remittance
processing
system)
SpryCIS includes a standard feature for file-based
payment import, offering support for configuring
payment file formats, including both fixed-width and
delimited types like comma-separated values (CSV). This feature provides the ability to accommodate various
lockbox/payment import processes without needing
additional development. Users can upload payment files
in SpryCIS either manually through the user interface, or by using an API call.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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77 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

12. Waterfluence The Client requires an extract of account and consumption information for a subset of accounts,
uploaded via SFTP.

SpryPoint supports an automated file based integration
where any information stored in the SpryCIS database
can be sent to external systems through an SFTP server.

The content of the file is configurable, based on the
requirements of the client.

13. Teller The integration between SpryCIS and Teller achieves the following objectives:

Unified Payment Processing: Enable Teller to serve as
the primary portal for all city-related payments,
simplifying the payment process for local government
entities.

Access to A/R Information: Teller should be able to
access customer accounts, A/R balances, and deposit
information from SpryCIS in real time.

Payment Injection: Allow Teller to inject payment
records into SpryCIS accurately, in real time.

Round-Trip Payment Processing: Teller Online, the
customer payment portal for Teller, will use the TellerSpryCIS integration as a data source and support roundtrip payment processing when invoked from customer activities in SpryEngage. Integration Approach: Typically, Teller will handle all interactions with the payment
processor in the background so that SpryEngage and
SpryCIS will only interact with Teller and Teller Online.

However, it is possible for SpryEngage to have a direct integration with the payment processor, in order to make use of the hosted payment pages and features provided
by the payment processor. The approach should be a
mutual decision by Teller, SpryPoint, and the Client as part of discovery.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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78 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

4.2. Enhancements
The below are identified commitments by SpryPoint to the City of Santa Cruz revolving around Refuse. SpryPoint commits to the following scope with the understanding that further discovery, analysis and development may be possible. If it is determined that further development is possible to satisfy the future state of the Client’s Refuse business processes/ practices, development is subject to the change order process described in this SOW.

1. Please provide a narrative response outlining the System’s ability to handle roll-off dumpsters, including the ability to support:
a. Varying commodities (e.g., wood, concrete, garbage, dirt) b. Varying sized (e.g., 10-yard, 20-yard, 30-yard)
c. Varying service intervals (e.g., empty and return twice a week, daily, every other Friday)
d. Service charge calculations based on tonnage values (e.g., 4.5 tons) e. Service charge calculations based on over-tonnage values (e.g., first four tons are “free”, each ton over four is an additional charge per ton) SpryPoint Response:

SpryCIS currently supports the inventory and management of equipment, as well as the management of billing rates and add-ons created from the delivery and removal of equipment from service points. To fully support solid waste roll-off containers SpryPoint commits to enhancing the existing functionality to support the business requirements of the City of Santa Cruz. This enhancement will be developed and supported as a standard product feature, which will be to the benefit of other cities providing solid waste services. ● Enhance SpryCIS equipment model to support commodities and sizes. Currently in SpryCIS, data elements such as commodities and sizes can be configured using a user-defined form on equipment types. This will be enhanced with system-level configuration of commodities and container sizes, which will allow Client to set up and maintain these configurations. These fields will allow container types and individual serialized containers to be configured with the appropriate commodity and size, and will also allow for development of a pricing matrix for commodities, container sizes, and pickup frequencies.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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79 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved ● Enhance SpryCIS solid waste service point model to support flexible service intervals, such as collection and return schedules, specific days of week, specific commodity schedules, etc.
● Enhance SpryMobile service order page with simple form for drop-off of roll-off container, as well as simple page for pick-up of roll-off container. This form will allow for streamlined and efficient collection of information including the date, time, truck, contents of container, and tonnage. This information will be automatically transferred to SpryCIS to support the review and billing of solid waste charges for containers, as well as delivery and pick-up fees and other overhead fees and surcharges (e.g. tire disposal, electronics, etc). ● Enhance SpryCIS billing process to calculate solid waste billing charges based on roll-off container schedule and collection information collected over the billing period. SpryCIS currently supports both cycle-based billing (monthly, daily charges) as well as one-off charges, but this enhancement will support a more cohesive billing review, editing, and calculation process to ensure that monthly billing is consistent, correct, and efficient.

2. Please provide a narrative response outlining the system’s ability to schedule recurring roll-off service (e.g., 20-yard wood, empty and return every Monday, Wednesday, and Friday starting on X date and ending on X date).

SpryPoint Response:

SpryMobile
The SpryPoint solutions and product(s) can create recurring schedule Roll-Off Service pickups when configuring SpryMobile’s Service Order Type. Upon Creation (and/or Completion) of a Roll-Off Bin request, the next Roll-Off Bin Service Order can automatically be generated for the specified number of days in advance. Each Service Order Type can have its own schedule on when the recurring automated Service Order will be generated (ie. 7 days, 14 days, 30 days).

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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80 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved The SpryMobile enhancements noted in #2 would be applicable here as well - allowing for streamlined and efficient collection of information including the date, time, truck, contents of container, and tonnage.

3. Please provide a narrative response outlining the system’s ability to support ondemand requests for extra empty and returns (e.g., additional empty and return on a Tuesday with above example of 20-yard wood).

SpryPoint Response:

SpryEngage Forms
SpryEngage provides the ability for customers to submit on-demand requests for empty and return requests. The solution’s highly configurable drag and drop forms engine allows users to easily create an unlimited number of forms without our assistance. These Forms may be embedded in the Client’s website and/or the SpryEngage customer portal for customer ease of access. The SpryPoint team will assist in delivering concise easy-to-use forms for Client’s customers during implementation. Below is an example on how Forms are configured using our drag-and-drop form builder:

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.291
Statement of Work
81 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Forms can be used across all departments (Customer Service, Finance and Operations) to automate manual business processes. Examples of form types include:
● New service ● Payment Arrangement application
● Move in/move out requests ● Budget Billing applications ● Pre-Authorized Payments ● Billing inquiries or disputes. ● Service Order Requests ● Equipment Rentals
● Program Sign-Up ● On-demand requests
All Forms can be made available in an unauthenticated environment such as the Client’s website or in an authenticated environment such as SpryEngage. Within an authenticated environment, customer information can be auto populated to minimize the effort required by customers to submit information.

Form Configuration
Each form has a rich set of configurations, as shown below, to allow for specific workflows to follow the submission of the form:
● Automated communication responses upon submission
● Automated alert to the designated user/department for the type of form ● Tracking of the submission handling required to approve before the form is active
● Creation of a Service Order based on levels of approval/review configured ● Automated responses to the customers upon approval/denial of the submission along with ad hoc comments from the reviewer. ● Follow up reminders if required for the submission steps.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.292
Statement of Work
82 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Forms Workflow
Administrators can configure workflow which will route completed forms to the correct department or individual for review, approval, and follow-up processing. Client’s customers will be automatically notified when action is required, and workflow can be established to route forms across multiple departments for multiple approvals. Forms can also be integrated with outside systems to initiate specific processes. Approved forms can also generate service orders within SpryMobile to further automate business process such as in an application for service scenario.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.293
Statement of Work
83 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Each form submitted is reviewed/commented and automatically moved to the next workflow step upon completion.

Upon successful completion and submittal of a customer form, SpryPoint’s Customer Relationship management solution will automatically associate and ingest the submission and associated customer data. This data can be used to segment your customers based on the services they are inquiring about and allow you to manage outbound marketing campaigns which appeal to that specific customer segmentation.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.294
Statement of Work
84 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

4.Please provide a narrative response outlining the system’s ability to support formulabased fees for servicing privately-owned compactors (e.g., compactor size by compression by factor by number of empties by percentage of rate in winter months versus summer months).

SpryPoint Response:

In addition to the enhancements noted in #2 regarding equipment models to support commodities and sizes to allow container types and individual serialized containers to be configured with the appropriate commodity and size and tracking of a pricing matrix for commodities, container sizes, and pickup frequencies, SpryCIS includes the concept of Service Points which specify the Service to be billed at a premise and includes key information such as:
● Service Type
● Location of Service
● Flat Rate Multiplier
● Consumption Multiplier
● Billing Agreement
● Rate
● Status
● Installed Meter
● Install Date
● Manufacturer
● Size
● Model

5. Please provide a narrative response outlining the system’s ability to generate billing exception reports for dumpster services, including:
f. Service request versus actual deliver exceptions (e.g., wrong commodity, wrong size, wrong service interval)
g. Excessive tonnage
h. Average/expected bill amount versus actual bill amount SpryPoint Response:

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.295
Statement of Work
85 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved The SpryCIS billing process handles any billing exceptions and reporting for services billed. The enhancements to Dumpster Services to include the requested functionality would be as follows:
● The information from the SpryMobile service orders for drop-off of roll-off container will allow for streamlined and efficient collection of information including the date, time, truck, contents of container, and tonnage. This information will be automatically transferred to SpryCIS to support the review and billing of solid waste charges for containers, as well as delivery and pick-up fees and other overhead fees and surcharges (e.g. tire disposal, electronics, etc). ● Enhance SpryCIS billing process to calculate solid waste billing charges based on roll-off container schedule and collection information collected over the billing period. SpryCIS currently supports both cycle-based billing (monthly, daily charges) as well as one-off charges, but this enhancement will support a more cohesive billing review, editing, and calculation process to ensure that monthly billing is consistent, correct, and efficient.

5. Travel
Client agrees to reimburse SpryPoint for only authorized travel expenses, as indicated in this section. It is expected that all travel expenses incurred by SpryPoint while conducting activities on behalf of Client will be at reasonable rates and that SpryPoint and SpryPoint’s employee(s) will exercise prudence in incurring these expenses.

Reimbursable travel expenses are not reflected in the milestone schedules or services fees provided. In the event SpryPoint staff are required to travel onsite, the Client agrees to reimburse SpryPoint for its travel expenses per the following:

Client does not reimburse for actual costs for meals. Reimbursement is based solely on per diem rates. Meals are covered under a $75 rate per diem (no receipt provided), with the exception that on travel days the following per diem rates will be used:
o Travel before 8:00am qualifies for $75 day per diem
o Travel between 8:00am to 1:30pm qualifies for $60 day per diem o Travel between 1:30pm to 7:00pm (or later) qualifies for $40 day per diem ● Ground Transportation: Ground transportation is reimbursable when it is for travel between SpryPoint’s place of business, an airport, or hotel in the City of Santa Cruz, as applicable, to the Client’s work location. Reasonable fees for taxis, shuttles, buses, trains, light rail, ride hailing services (Uber, Lyft, or other), and similar modes of transportation will be reimbursed. Receipts are required for reimbursement. When using vehicles owned by SpryPoint: (1) mileage will be reimbursed at the current IRS mileage rate; (2) evidence of automobile liability insurance meeting the Client’s Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.296
Statement of Work
86 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved requirements must be provided; and (3) maps showing starting point, Client work location, and total miles are required for reimbursement.

Use of car rentals are reimbursable when:
o Travel is necessary from an airport to the Client work location. o The rental reservation is made as far in advance as is practical and the lowest possible price is obtained.
o Insurance coverage is included and the car is returned with a full tank of gas. o The smallest vehicle necessary is rented.
o Receipts are required for reimbursement.
● Parking fees: Reasonable parking fees necessary to travel to and from Client locations will be reimbursable with receipts required.
● Airfare: Airfare is reimbursable when SpryPoint’s place of business, or SpryPoint’s employee’s home, is more than 250 miles away from the City of Santa Cruz. Airfare must be lowest reimbursable fare available. Flights may be non-stop. Airfare must be booked as far in advance as is practical. Fees for one piece of checked luggage and any equipment necessary for the work being done pursuant to the Agreement will be reimbursed. Fees reasonably incurred for seat selection (excluding upgrades or seats with extra legroom) are acceptable and reimbursable. Extra charges travel insurance/protection, and similar fees are not reimbursable. If Client cancels the need for travel and the ticket cannot be changed or refunded, the ticket cost will be reimbursable. Receipts are required for reimbursement.
● Lodging: Lodging is reimbursable when SpryPoint must work on site for two or more consecutive days and SpryPoint’s place of business or personal residence is more than 60 miles away from the City of Santa Cruz. SpryPoint will agree to stay at reasonably priced hotels, consistent with local hotel rates. Receipts are required for reimbursement.www.gsa.gov/travel.
● General Rules: Travel expenses not listed above will not be reimbursed. Travel reimbursements are paid after the completion of travel and there are no travel advances. Tips and gratuities will not be reimbursed. Alcoholic beverage purchases will not be reimbursed. SpryPoint will exercise prudence in incurring reimbursable expenses. If Client determines that a reimbursement claim to be excessive or an inappropriate use of public by SpryPoint it will be subject to a dispute resolution process as described in the Master Service Agreement section 2.1 Invoices and Payment.
● SpryPoint agrees no travel shall be booked without the written approval of the Client.

In the event approved travel is booked and the Client cancels, less than two (2) weeks prior, the Client agrees to reimburse any incurred expenses.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.297
Statement of Work
87 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

6. Project Assumptions
The following project assumptions apply to this Project:

6.1. General Assumptions

1. The Client will strive to minimize the impact of competing initiatives within the organization that may have a negative impact on the Project.

2. All prices are quoted in US Dollars and do not include any applicable taxes.

3. Prompt decision-making and problem resolution will be required to achieve an on-time, on-budget project completion.

4. The Client and SpryPoint understand the Project scope and Project timelines and agree to communicate and adhere to those objectives, thus setting the proper expectation level.

5. All changes to the SOW shall be managed in accordance with the Agreed upon change process and the Agreement.

6. The Client will make resources available to assist with data extraction, data mapping, and preliminary data validation during the conversion efforts.

7. SpryPoint will provide the specified number of staff, as described in the detailed project schedule and the staffing matrix, with the appropriate skills and experience to lead each workshop, analytical session, or other review activities, whether onsite or conducted remotely.

8. If on-site activity is required, the Client will provide workspace for each SpryPoint consultant. Breakout and conference space will also be provided if required.

9. If training is completed on-site, adequate training space will be provided by the Client to train end users. The training room(s) will include computers for each end-user being trained.

10. The Client will ensure project team members are available for meetings with 24-hour notice when possible. The Client will ensure Project team members are available within 3 days notice (unless a longer time is mutually agreed to) for workshops, discussions, and conference calls upon request by SpryPoint.

Project team members will respond to information requests by SpryPoint staff.

11. Whenever possible, the Project Team may consider alternative meeting options such as Teams, Zoom and conference calls.

12. Both Parties agree to work a reasonable number of added hours (when required) to help complete project deliverables and project timelines as agreed upon by both Project Managers.

13. SpryPoint will assume responsibility for the successful completion of this SOW.

14. SpryPoint will assume overall responsibility for conducting all Project related administration activities including the development and administration of a work plan that clearly indicates all the Client tasks and responsibilities.

15. SpryPoint is responsible for the initial deployment, configuration, and testing of environments of the System to support training, development, testing, etc.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.298
Statement of Work
88 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

16. The Client is willing to implement SpryPoint's “best practices” to minimize the need for software customizations within reason.

17. The Client will provide existing documented business processes to SpryPoint to help inform solution design where possible. Business processes are attached below in Exhibit A.

18. No onsite time will be agreed to unless it is scheduled for 2 or more days.

6.2. System Testing Assumptions

1. SpryPoint and the Client will jointly develop all test plans outlining the testing approach, methods, data, and participants.

2. The Client will review, participate in, and complete testing activities under the direction of SpryPoint as outlined in the sections above in this SOW.

3. SpryPoint will provide resources for product fixes resulting from errors identified during the System testing process.

4. SpryPoint will deliver the completed SpryPoint Service to the Client for review and acceptance.

5. The Client will be responsible for signing off on testing results.

6.3. Training Assumptions

1. The Client is responsible for prerequisite education and training such as basic PC skills and fundamental business process knowledge.

2. SpryPoint will provide standard training materials. The Client may use these training materials for any subsequent training classes.

3. The Client will provide users with specific times to participate in the required training.

4. The Client has the facilities and will provide the necessary logistics support for all training sessions including training rooms, training workstations, and any other necessary training supplies needed.

5. The Client will ensure end-user attendance during training.

6. The Client will schedule and promote user practice sessions, to ensure use of the system after training is completed.

6.4. Production Readiness and Cutover
Assumptions

1. The Client will be responsible for conducting an acceptance test of the completed System as delivered by SpryPoint, at the completion of the testing activities.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.299
Statement of Work
89 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

2. SpryPoint, with assistance of the Client, will develop a mutual agreement regarding the Go-Live plan and schedule.

3. SpryPoint, with assistance of the Client, will stage all aspects of the System in preparation for production cutover.

4. SpryPoint, with assistance of the Client, will conduct production cutover activities.

7. Appendices

7.1. Definitions
In addition to the definitions contained elsewhere in this SOW, the terms in the table below are defined using the associated descriptions. If a term is not defined in this SOW, the definition provided in the Agreement shall be used.

Definition/Term
Name
Definition/Term Description
Acceptance
Testing
Acceptance testing is the Client’s validation to ensure top-to-bottom functional stability and adherence to existing business requirements and business processes. Testing will be in several phases, including, but not limited to, functional testing, bill validation testing, integration testing, and performance testing.

Acceptance Acceptance is defined as information, documentation, development, or any other object(s) approved and signed off by the Client Agreement Date The date on which both the Client and SpryPoint have both executed the Master Subscription Agreement.

Business Day A regular workday (Monday through Friday – non-holidays or emergency days) as defined by the Client’s business calendar.

Business-critical
Report
A business-critical report is one that is identified as being needed to complete any business processes or reports required to run the business of the Client.

Business Process
Design
Business Process Design outlines how the system functionality will meet the requirements of the Client's future state processes. This design work will address operational and organizational changes Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.300
Statement of Work
90 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved required to implement the proposed solution. This typically occurs during the Analysis phase of the Project.

Business Process A defined series of procedures that will identify and document process steps and system transactions. Business Process documentation can be used to facilitate testing and training.

Bi-Monthly The activity will happen every other month.

Bi-Weekly This activity will happen every other week.

Calendar
Day/Days
A 24-hour period–typically starting at midnight.

Change A request by the Client to add new requirements to the scope of the Project. This could be in the form of an enhancement, additional services, new integration, etc. All changes to the SOW must be agreed upon by the Parties and evidenced in a written instrument signed by the Parties’ authorized representatives.

Change Order
Process
The process used when a Change of scope is identified. This process may or may not have monetary costs and implementation schedule impacts associated with it.

Configuration Process of performing table updates and algorithm changes to the System to have the System perform the Client’s specific user requirements. Configuration does not require programmatic software changes.

Core Team The term Core Team references the Client project team who will be directly involved in the implementation project from an end-to-end perspective. This team will work alongside the SpryPoint project team to help shape future state business processes. This team is made up of business process Subject Matter Experts, and Client decision makers who can work with SpryPoint project team members to make decisions on future state business processes. In addition it is recommended to include a client technical team member who can support activities such as security and reporting.

Cut Over Includes all activities required to prepare the Systems for the transition of the new SpryPoint CIS Solution to production Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.301
Statement of Work
91 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved processing. The activities will include ensuring security setup, establishing user profiles, closing out pending data in the legacy system, manual data conversions when required, system access rollout to end users, and other activities SpryPoint and the Client deem necessary.

Data Acceptance
Testing (DAT)
Testing performed by the Client Subject Matter Experts after each data conversion iteration. During DAT, the Client not only verifies the data migrated, but also validates that the data may be inquired and reported upon. This can be done through a variety of queries, reports and visual confirmation.

Data Mapping The process of assigning source system data elements to target data elements in the System Data Model for purpose of conversion.

Data Model Conceptual description of data objects, their attributes, and the relationships between them.

Delivery Defined as information, documentation or an approved object provided to the Client for review, feedback and/or acceptance.

Functional Test Singular test of an object, such as a screen, report, or batch program.

These tests will focus on specific functions.

Interface Passing of data between two separate and distinct systems; can be accomplished in real-time (via API) or batch mode.

Integration Test The integration testing will utilize formal test plans and scripts that will define how to test a singular feature and business process based on pre-defined expected results. Integration tests are formal in nature, cover multiple scenarios of a feature and process, and are based on the variations of the Client’s business.

Legacy CIS References the Client’s old Customer Information System, that is being replaced.

Bill Validation
Testing
This testing focuses on bill comparisons and validation between the legacy system and SpryCIS. The purpose of this testing is another method to ensure configurations are set up correctly, data has been Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.302
Statement of Work
92 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved imported correctly and there are no impacts on the Client revenue at the time of Go-Live.

Organizational
Change
Management
(OCM)
The activities, events, processes, and procedures that are employed for handling transformation from one system environment to another; this relates mainly to the people and business processes.

Metabase The out-of-the-box tool provided to build and deliver reports and dashboards.

Performance
Testing
This testing will exercise the System to ensure the Client will achieve the stated performance goals.

Price The total cost for implementation & expenses to deliver the SpryPoint Solutions as noted in this SOW and other Exhibits to the Agreement.

Project The completion conversion of the Client's Legacy CIS over to the SpryPoint System solutions as agreed upon as part of the SOW and Price.

Quality Assurance The process of verifying that the proper processes and procedures have been adhered to on the Project from a methodology as well as project management perspective and that the deliverables produced on the project have included the appropriate content and meet expectations.

Script Testing Testing using a predetermined script or set of instructions. Testing can be either manual or automated work.

SpryPoint
Service- a.k.a
System
The SpryPoint Service (System) includes all services as defined in this Statement of Work for products sold as part of this Agreement.

Templates Templates refer to the standard format of various project documents that SpryPoint will provide as a starting point and will be modified to address the specifics of this Project. Examples include Training Plan, Test Plan, Conversion Plan, etc.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.303
Statement of Work
93 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Test Matrix A worksheet that identifies accounting periods, account numbers, financial transactions and other expected results for testing purposes.

Test Plan Document that outlines a strategy or approach for testing. A Test Plan describes key setup issues, dependencies, and other general factors.

Test Scripts A series of actions, functions, scenarios, or commands documented for execution during various phases of testing.

User Acceptance
Test
Final testing led by the Client, where SpryPoint is available for assistance, as required. This testing is typically scenario based and ensures that the System is configured to meet all of agreed upon business processes.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.304
Statement of Work

Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 94

7.2. Milestone Schedule
Please reference attached excel spreadsheet for Milestone schedule.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.305
Milestone No. Category Phase Milestone Name Milestone Description Total Milestone
Amount
Retainage Hold
Back
Billable Upon
Milestone Completion
1 PM Project Management PM Month 1 Due upon signature of the Statement of Work $8,000 $800 $7,200 2 PM Project Management PM Month 2 PM activities per the SOW (October 2024) $8,000 $800 $7,200 3 PM Project Management PM Month 3 PM activities per the SOW $6,000 $600 $5,400 4 PM Project Management PM Month 4 PM activities per the SOW $6,000 $600 $5,400 5 PM Project Management PM Month 5 PM activities per the SOW $6,000 $600 $5,400 6 PM Project Management PM Month 6 PM activities per the SOW $6,000 $600 $5,400 7 PM Project Management PM Month 7 PM activities per the SOW $6,000 $600 $5,400 8 PM Project Management PM Month 8 PM activities per the SOW $6,000 $600 $5,400 9 PM Project Management PM Month 9 PM activities per the SOW $6,000 $600 $5,400 10 PM Project Management PM Month 10 PM activities per the SOW $6,000 $600 $5,400 11 PM Project Management PM Month 11 PM activities per the SOW $6,000 $600 $5,400 12 PM Project Management PM Month 12 PM activities per the SOW $6,000 $600 $5,400 13 PM Project Management PM Month 13 PM activities per the SOW $6,000 $600 $5,400 14 PM Project Management PM Month 14 PM activities per the SOW $6,000 $600 $5,400 15 PM Project Management PM Month 15 PM activities per the SOW $4,000 $400 $3,600 16 PM Project Management PM Month 16 PM activities per the SOW $4,000 $400 $3,600 17 ANA Analysis Project Kickoff Activities
Complete the following Deliverables:
- Mobiilize Project Team
- Conduct Project Kickoff
- Project Kickoff complete $800 $80 $720
18 DEPLOY Analysis Environment Deployment
Complete the following deliverables:
- Staging and Prod environments setup with
one client user setup
- Environment Plan Complete $1,600 $160 $1,440
19 ANA Analysis
Refresher Demonstration/Functional
Overview
Complete the following deliverables:
- System Overview Training
- Workshop Questionnaires sent to client (if
required) $800 $80 $720
20 ANA Analysis Analysis Workshops 1
Complete the following deliverables:
- Customer Care Analysis Workshops
- Premises Analysis Workshops $8,000 $800 $7,200
21 ANA Analysis Analysis Workshops 2
Complete the following deliverables:
- Billing Analysis Workshops
- Payments Analysis Workshops
- Collections Analysis Workshops $8,000 $800 $7,200
22 ANA Analysis Analysis Workshops 3
Complete the following deliverables:
- Bill Template Analysis Workshop
- Finance & Admin Analysis Workshop $8,000 $800 $7,200
23 ANA Analysis Anaysis Workshops 4
Complete the following deliverables:
- SpryEngage Workshop
$4,800 $480 $4,320
24 ANA Analysis Anaysis Workshops 5
Complete the following deliverables:
- SpryMobile Workshop
$4,800 $480 $4,320
25 ANA Analysis Analysis Report Delivery
Complete the following deliverables:
- Deliver Analysis Report to client for review
$5,000 $500 $4,500
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.306
26 ANA Analysis Analysis Report Signoff
Complete the following deliverables:
- Analysis Report Updates
-Analysis Report Review & Approval $3,000 $300 $2,700
27 ANA Analysis Analysis Workshop - Integrations
Complete the following deliverables:
-Analysis workshop for integrations
$2,400 $240 $2,160
28 ANA Analysis
Analysis Workshop - Reports &
Dashboards
Complete the following deliverables:
-Analysis workshop for reports & dashboards
$2,400 $240 $2,160
29 REPORT Analysis Test Plan
Complete the following deliverables:
- Deliver Test Plan $1,000 $100 $900
30 REPORT Analysis Report Plan
Complete the following deliverables:
- Deliver Report Plan $1,000 $100 $900
31 TRAIN Analysis Training Plan
Complete the following deliverables:
- Deliver Training Plan $4,000 $400 $3,600
32 OCM Analysis OCM Plan Delivered
Complete the following deliverables:
- OCM Overview Presentation / Discovery
- OCM Plan $800 $80 $720
33 DC Analysis Data Conversion Strategy
Complete the following deliverables:
- Data Conversion Strategy $2,000 $200 $1,800
34 CONFIG Configuration Configuration 1
Complete the following deliverables:
- Initial setup decisions in configuration
Workbook updates for the following workbook
tabs:

1. Receivable Types

2. Revenue Months

3. Billing Periods

4. Default Gl Accounts

5. Services Types
- Configuration in staging environment $10,000 $1,000 $9,000 35 CONFIG Configuration Configuration 2
Complete the following deliverables:
-Initial setup decisions in configuration
Workbook updates for the following workbook
tabs:

1. Rate Schedule

2. Meter Size Rate Detail

3. Tax schedules
- Configuration in staging environment $7,000 $700 $6,300 36 CONFIG Configuration Configuration 3
Complete the following deliverables:

Workbook updates for the following workbook
tabs:

1. Account Statuses

2. Customer Statues

3. Premise Statues

4. Account Types

5. Premise Types

6. Equipment Location Types

7. Routes

8. Water Meter Configurations

10. Charge Types

11. Deposit Types

12. Credit Memo Type

13. Global Config

14. Measurement Types
- Configuration in staging environment $9,000 $900 $8,100 Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.307
37 CONFIG Configuration Configuration 4
Complete the following deliverables:
-Initial setup decisions in configuration
Workbook updates for the following workbook
tabs:

1. Collections Media

2. Collections Routine

3. New Item Categories

4.City Setup

5. Equipment Categories

6. Equipment Type

7. Tender Type

8. Payment Sources
- Configuration in staging environment $8,000 $800 $7,200 38 CONFIG Configuration Configuration 5
Complete the following deliverables:
-Initial setup decisions in configuration
Workbook updates for the following workbook
tabs:

1. Auto number configuration

2. Business Hours

3. Dashboard Configuration

4. Denomination Configuration

5. Holiday Calendar

6. Billing Validation Rules

7.Budget Billing Types

8. Billing Agreement Add-ons (if applicable)

9. Summer Sewer Configuration
- Configuration in staging environment $10,000 $1,000 $9,000 39 CONFIG Configuration Configuration 6
Complete the following deliverables:
- Initial setup decisions in configuration
Workbook updates for the following workbook
tabs:

1.Payment File Format

2. Pre-authorized Payment

3. Alternate ID Types

4. Relationship Types

5. Deposit Interest Schedules

6. Districts

7. Exemption Reasons

8. Move In Request Types

9. Move Out Request Types
- Configuration in staging environment $10,000 $1,000 $9,000 Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.308
40 CONFIG Configuration Configuration 7
Complete the following deliverables:
- Initial setup decisions in configuration
Workbook updates for the following workbook
tabs:

1. Dispute Types

2. Dispute Resolution Types

3. Write Off Types

4. Bankruptcy Types

5. Service Order Actions

6. Service Order Types

7. Communication Message

8. Auto Reply Rules

9. Statement Message

10. Estimation Algorithms

11. Meter Reading Code Mappings
- Configuration in staging environment $10,000 $1,000 $9,000 41 CONFIG Configuration Configuration 8
Complete the following deliverables:
- SpryEngage 50% Initial Configuration
completed and document in Configuration
Workbook $24,000 $2,400 $21,600
42 CONFIG Configuration Configuration 9
Complete the following deliverables:

SpryEngage remaining 50% Initial
Configuration completed and document in
Configuration Workbook $24,000 $2,400 $21,600
43 CONFIG Configuration Configuration 10
Complete the following deliverables:
- SpryMobile 50% Initial Configuration
completed and document in Configuration
Workbook $12,000 $1,200 $10,800
44 CONFIG Configuration Configuration 11
Complete the following deliverables:
- SpryMobile remaining 50% Initial
Configuration completed and document in
Configuration Workbook $12,000 $1,200 $10,800
45 DC Configuration MetaData Conversion
Complete the following deliverables:
- Conversion of metadata conversion
requirements outlined in 3.5.2.2 $16,000 $1,600 $14,400 46 DC Configuration Data Mapping
Complete the following deliverables:
-Initial completion of data mapping document
- Data Acceptance Checklist Template $3,000 $300 $2,700 47 DC Configuration Data Iteration 1.0
Complete the following deliverables as
required for Data Iteration 1.0:
- Develop/Update data import routines
- Create & deliver data conversion validation
reports
- Load iteration data in staging environment" $7,000 $700 $6,300 48 DC Configuration
Data Iteration 1.0 Acceptance
Testing
Complete the following deliverables as
required for Data Iteration 1.0:
- Data Acceptance checklist
-Data Acceptance Testing
-Support Data Acceptance Testing $5,000 $500 $4,500
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.309
49 DC Configuration Data Iteration 1.1
Complete the following deliverables as
required for Data Iteration 1.1:
- Resolve issues from previous conversion
- Complete data cleansing activites
Develop/Update data import routines
- Create & deliver data conversion validation
reports
- Load iteration data in staging environment" $6,000 $600 $5,400 50 DC Configuration
Data Interation 1.1 - Data
Acceptance Testing
Complete the following deliverables as
required for Data Iteration 1.1
- Data Acceptance checklist
-Data Acceptance Testing
-Support Data Acceptance Testing
$5,000 $500 $4,500
51 DC Configuration Data Iteration 2.0
Complete the following deliverables as
required for Data Iteration 2.0:
- Complete any data mapping updates
- Develop/Update data import routines
- Create & deliver data conversion validation
reports
- Load iteration data in staging environment $6,000 $600 $5,400 52 DC Configuration
Data Interation 2.0 - Data
Acceptance Testing
Complete the following deliverables as
required for Data Iteration 2.0:
- Data Acceptance checklist
-Data Acceptance Testing
-Support Data Acceptance Testing
$5,000 $500 $4,500
53 DC Configuration Data Iteration 2.1
Complete the following deliverables as
required for Data Iteration 2.1:
- Complete any data mapping updates
- Develop/Update data import routines
- Create & deliver data conversion validation
reports
- Load iteration data in staging environment $6,000 $600 $5,400 54 DC Configuration
Data Interation 2.1 - Data
Acceptance Testing
Complete the following deliverables as
required for Data Iteration 2.1
- Data Acceptance checklist
-Data Acceptance Testing
-Support Data Acceptance Testing
$5,000 $500 $4,500
55 DC Configuration Data Iteration 2.2
Complete the following deliverables as
required for Data Iteration 2.2:
- Complete any data mapping updates
- Develop/Update data import routines
- Create & deliver data conversion validation
reports
- Load iteration data in staging environment $6,000 $600 $5,400 56 DC Configuration
Data Interation 2.2 - Data
Acceptance Testing
Complete the following deliverables as
required for Data Iteration 2.2:
- Data Acceptance checklist
-Data Acceptance Testing
-Support Data Acceptance Testing
$5,000 $500 $4,500
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.310
57 DC Configuration Data Iteration 3.0
Complete the following deliverables as
required for Data Iteration 3.0:
- Complete any data mapping updates
- Develop/Update data import routines
- Create & deliver data conversion validation
reports
- Load iteration data in staging environment $6,000 $600 $5,400 58 DC Configuration
Data Interation 3.0 - Data
Acceptance Testing
Complete the following deliverables as
required for Data Iteration 3.0:
- Data Acceptance checklist
-Data Acceptance Testing
-Support Data Acceptance Testing
$5,000 $500 $4,500
59 DC Configuration Data Iteration 3.1
Complete the following deliverables as
required for Data Iteration 3.1:
- Complete any data mapping updates
- Develop/Update data import routines
- Create & deliver data conversion validation
reports
- Load iteration data in staging environment $6,000 $600 $5,400 60 DC Configuration
Data Interation 3.1 - Data
Acceptance Testing
Complete the following deliverables as
required for Data Iteration 3.1:
- Data Acceptance checklist
-Data Acceptance Testing
-Support Data Acceptance Testing
$5,000 $500 $4,500
61 DC Configuration Data Iteration 3.2
Complete the following deliverables as
required for Data Iteration 3.2:
- Complete any data mapping updates
- Develop/Update data import routines
- Create & deliver data conversion validation
reports
- Load iteration data in staging environment $6,000 $600 $5,400 62 DC Configuration
Data Interation 3.2 - Data
Acceptance Testing
Complete the following deliverables as
required for Data Iteration 3.2:
- Data Acceptance checklist
-Data Acceptance Testing
-Support Data Acceptance Testing
$7,000 $700 $6,300
63 INT Configuration
Integration 1 - Lockbox (Truist,
Synova, Arista)
Complete the following deliverables:
- Integration Requirements Document
- Integration Requirements sessions
- Integration Configuration $6,400 $640 $5,760
64 INT Configuration
Integration 2 - Beacon (AMI
Metering)
Complete the following deliverables:
- Integration Requirements Document
- Integration Requirements sessions
- Integration Configuration $8,000 $800 $7,200
65 INT Configuration Integration 3 - CityWorks (WAMS)
Complete the following deliverables:
- Integration Requirements Document
- Integration Requirements sessions
- Integration Configuration $16,000 $1,600 $14,400
66 INT Configuration Integration 4 - Tokay (Backflow)
Complete the following deliverables:
- Integration Requirements Document
- Integration Requirements sessions
- Integration Configuration $3,200 $320 $2,880
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.311
67 INT Configuration Integration 5 - Financial ERP
Complete the following deliverables:
- Integration Requirements Document
- Integration Requirements sessions
- Integration Configuration $8,000 $800 $7,200
68 INT Configuration Integration 6 - ESRI GIS (ArcGIS)
Complete the following deliverables:
- Integration Requirements Document
- Integration Requirements sessions
- Integration Configuration $1,600 $160 $1,440
69 INT Configuration
Integration 7 - onBase (Document
Management
Complete the following deliverables:
- Integration Requirements Document
- Integration Requirements sessions
- Integration Configuration $4,800 $480 $4,320
70 INT Configuration
Integration 8 - InfoSend (Bill Print
Export)
Complete the following deliverables:
- Integration Requirements Document
- Integration Requirements sessions
- Integration Configuration $6,400 $640 $5,760
71 INT Configuration Integration 9 - Recyclist
Complete the following deliverables:
- Integration Requirements Document
- Integration Requirements sessions
- Integration Configuration per terms outlined
in SOW section 5. Stormwater Assumptions $8,000 $800 $7,200 72 INT Configuration Integration 10 - ConserveTrak
Complete the following deliverables:
- Integration Requirements Document
- Integration Requirements sessions
- Integration Configuration per terms outlined
in SOW section 5. Stormwater Assumptions $8,200 $820 $7,380 73 REPORT Analysis Security Plan
Complete the following deliverables:
- deliver document(s) that outlines the security
access limits, the out of the box security roles,
and their purpose $1,000 $100 $900
74 REPORT Configuration Reporting 1
Complete the following deliverables:
- 50% reports per the report & dashboard plan
in staging environment for client review $6,000 $600 $5,400 75 REPORT Configuration Reporting 2
Complete the following deliverables:
- remaining 50% of reports per the report &
dashboard plan in staging environment for
client review (50% complete) $6,000 $600 $5,400
76 REPORT Configuration Dashboards 1
Complete the following deliverables:
- 50% Updates and custom dashboards per
the dashboard plan in staging environment for
client review $6,000 $600 $5,400
77 REPORT Configuration
Reporting & Dashboards -
SpryEngage
Complete the following deliverables:
- Build/Configure reports and Dashboard as
determined by the report plan $3,000 $300 $2,700
78 OCM Configuration OCM Assessments Completed
Complete the following deliverables:
- Risk Assessment
- PCT Assessment
- Sponsor Assessment
- P-P-P-P Exercise
- Sponsor Interview
- Group Impact Assessment
- Yesterday-Tomorrow Analysis $7,600 $760 $6,840
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.312
79 OCM Configuration OCM Goals, Scope, and Strategy
Complete the following Deliverables:
- OCM Scope and Goals Summary
- OCM Strategy Presentation
- Customer Bill Statement Communication
Plan $2,000 $200 $1,800
80 OCM Configuration Initial ADKAR
Complete the following deliverables:
- Conduct initial ADKAR Assessment $1,600 $160 $1,440
81 OCM Configuration Change Management Plans
Complete the following deliverables:
- OCM Communication Plan
- OCM Coaching Plan
- OCM Resistance Management Plan $5,600 $560 $5,040
82 OCM Configuration ADKAR Assessment R1
Complete the following deliverables:
- Conduct Follow-up ADKAR Assessment R1
- Adapt Finding Into Plans R1 $3,200 $320 $2,880
83 TRAIN Test Core Team Training
Complete the following deliverables:
- Completed training for Core team Members $10,000 $1,000 $9,000 84 TEST Test Functional Test Cases
Complete the following deliverables :
- Deliver to client out of the box Functional
Test Cases $8,000 $800 $7,200
85 TEST Test Integration Test Cases
Complete the following deliverables :
- Deliver to client out of the box Integration
Test Cases $8,000 $800 $7,200
86 TEST Test User Acceptance Test Cases
Complete the following deliverables :
- Deliver to client out of the box User
Acceptance Test Cases $8,000 $800 $7,200
87 TEST Test Bill Validation Test Cases
Complete the following deliverables :
- Deliver to client out of the box Bill Validation
Test Cases $8,000 $800 $7,200
88 TEST Test
Bill Validation Testing (Paralell
Processes)
Complete the following deliverables :
- Complete Bill Validation Activities
- Bill Validation report delivered to client $28,000 $2,800 $25,200 89 TRAIN Test Tester Training
Complete the following deliverables:
- User identified as Testers are trained and
ready to start UAT testing $4,000 $400 $3,600
90 TEST Test Functional Testing
Complete the following deliverables:
- Execute Functional Testing
- Functional Testing Signoff $28,000 $2,800 $25,200
91 TEST Test Integration Testing
Complete the following deliverables:
- Execute Integration Testing
- Integration Testing Signoff $28,000 $2,800 $25,200
92 TEST Test User Acceptance Testing
Complete the following deliverables:
- Execute User Acceptance Testing
- User Acceptance Testing Signoff $12,000 $1,200 $10,800 93 TRAIN Deploy End User Training - SpryMobile
Complete the following deliverables:
- Training of identified SpryMobile Users $10,000 $1,000 $9,000 94 TRAIN Deploy End User Training - SpryEngage
Complete the following deliverables:
- Training of identified SpryEngage Users $10,000 $1,000 $9,000 95 TRAIN Deploy End User Training 1
Complete the following deliverables:
- CSRs and Billing end users trained $14,000 $1,400 $12,600 96 TRAIN Deploy End User Training 2
Complete the following deliverables:
- Field Service end users trained
- End user training materials delivered $14,000 $1,400 $12,600 Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.313
97 TRAIN Deploy End User Training 3
Complete the following deliverables:
- All other end users trained
- End user training materials delivered $14,000 $1,400 $12,600 98 OCM Deploy ADKAR Assessment R2
Complete the following deliverables:
- Conduct Follow-up ADKAR Assessment R2
- Adapt Finding Into Plans R2 $3,200 $320 $2,880
99 MOCK Deploy Mock Go-Live 1
Complete the following deliverables:
- Mock Go-Live Plan provided to client for
review
- Mock Go- Live Scheduled $16,000 $1,600 $14,400
100 GOLIVE Deploy Go-Live
Complete the following deliverables:
- Go Live Plan Developed
- Go/No Go Decision
- Go Live Activities Completed - SpryPoint
- Go Live Signoff
- Issue Log Updated $32,000 $3,200 $28,800
101 PIS Operate Post Go Live Activities
Completion of:
- Refresher Training
- Transition Documentation
- Transition to Customer Success Meeting
- Finalize Punchlist $10,000 $1,000 $9,000
102 PIS Operate Post Go-Live Support Month 1
Complete the following deliverables:
- Client Executing business in Production
- Completed month end
- Updated and prioritized punch list $25,000 $2,500 $22,500 103 PIS Operate Post Go-Live Support Month 2
Complete the following deliverables:
- Client Executing business in Production
- Completed month end
- Updated and prioritized punch list $16,000 $1,600 $14,400 104 PIS Operate Post Go-Live Support Month 3
Complete the following deliverables:
- Client Executing business in Production
- Completed month end
- Updated and prioritized punch list $8,000 $800 $7,200 105 PIS Operate Project Close Out
Complete the following deliverables:
- All contractual items delivered
- All P1 and P2 items completed
- Plan for any remaining punch list items
- All documents signed off $5,000 $500 $4,500
106 CONT Contingency Contingency Fund
Contingency Fund:
- 20% of total project budget allocated to
Contingeny Fund
- Contingency Fund to be consumed via
Change Order Process, mutually agreed to
and signed off on by SpryPoint and Client
$166,440 / /
Total $998,640 $83,220 $748,980
107 HOLD Operate Retainage Release 1
50% release of retainage upon successful
completion of:
- Deploy Prerequisites as noted in section

3.7.1 $41,610
/
$41,610
Retainage Release Schedule
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.314
108 HOLD Operate Retainage Release 2
25% release of retainage upon successful
completion of:
- Transition to Customer Success as noted in
section 3.8.2 $20,805
/
$20,805
109 HOLD Operate Retainage Release 3
25% release of retainage upon successful
completion of:
- Project Close Out as noted in section 3.8.3 $20,805
/
$20,805
Total $83,220 $83,220
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.315
Statement of Work

Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved 95

7.3. Document Samples
The following sections show a sample of some of the document templates that will be used through the implementation.

Note: Templates are subject to change. If this occurs the Client will be notified and, if required, adjustments will be made to ensure all required information is captured in the new or revised template.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.316
Statement of Work
96 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

7.3.1. Project Status Report - Sample
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.317
Statement of Work
97 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.318
Statement of Work
98 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.319
Statement of Work
99 Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.320
Statement of Work
100
Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.321
Statement of Work
101
Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

7.3.2. Risk Log
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.322
Statement of Work
102
Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.323
Statement of Work
103
Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.324
Statement of Work
104
Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

7.3.3. Change Order Form
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.325
Statement of Work
105
Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.326
Statement of Work
106
Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved

7.4 – Product Development – Request for Clarification – Refuse and Solid Waste
Enhancement
Name
Enhancement Details
Solid Waste
Operational and
Billing
Enhancements
The City of Santa Cruz has the following requirements:

1. Ability to handle roll-off dumpsters, including the ability to support:
a. Varying commodities (e.g., wood, concrete,
garbage, dirt)
b. Varying sized (e.g., 10-yard, 20-yard, 30-yard)
c. Varying service intervals (e.g., empty and return
twice a week, daily, every other Friday)
d. Service charge calculations based on tonnage
values (e.g., 4.5 tons)
e. Service charge calculations based on over-tonnage
values (e.g., first four tons are “free”, each ton over four is an additional charge per ton)

2. Ability to schedule recurring roll-off service (e.g., 20-yard wood, empty and return every Monday, Wednesday, and
Friday starting on X date and ending on X date).

3. Ability to support on-demand requests for extra empty and returns (e.g., additional empty and return on a
Tuesday with above example of 20-yard wood).

4. Ability to support formula-based fees for servicing
privately-owned compactors (e.g., compactor size by
compression by factor by number of empties by
percentage of rate in winter months versus summer
months).

5. Ability to generate billing exception reports for dumpster services, including:
a. Service request versus actual deliver exceptions
(e.g., wrong commodity, wrong size, wrong service
interval)
b. Excessive tonnage
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.327
Statement of Work
107
Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved c. Average/expected bill amount versus actual bill
amount
There is existing functionality in SpryCIS, SpryMobile, and SpryEngage to support most of the above already. This will use a combination of:
● SpryCIS: Equipment and service point model, along with billing model for both off-cycle and cycle billing.
● SpryMobile: Scheduled and recurring solid waste service orders
● SpryEngage: Form submission and review, which can
trigger the creation of service orders in SpryMobile
To fully support solid waste roll-off containers and billing, SpryPoint commits to the following enhancements to support the business requirements of the City of Santa Cruz. The
enhancements will be developed and supported as a standard product feature, which will be to the benefit of other cities providing solid waste services.
● Enhance SpryCIS equipment model to support
commodities and sizes. Currently in SpryCIS, data
elements such as commodities and sizes can be
configured using a user-defined form on equipment types.

This will be enhanced with system-level configuration of commodities and container sizes, which will allow the
Client to set up and maintain these configurations. These fields will allow container types and individual serialized containers to be configured with the appropriate
commodity and size, and will also allow for development of a pricing matrix for commodities, container sizes, and pickup frequencies.
● Enhance SpryCIS solid waste service point model to
support flexible service intervals, such as collection and return schedules, specific days of week, specific
commodity schedules, etc.
● Enhance SpryCIS billing process to calculate solid waste billing charges based on roll-off container schedule and collection information collected over the billing period.

SpryCIS currently supports both cycle-based billing
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.328
Statement of Work
108
Confidential | Copyright © 2024 SpryPoint Services Inc. All Rights Reserved (monthly, daily charges) as well as one-off charges, but this enhancement will support a more cohesive billing review, editing, and calculation process to ensure that monthly billing is consistent, correct, and efficient.
● Enhance SpryMobile service order page with a simple form for drop-off of roll-off container, as well as a simple page for pick-up of roll-off container. This form will allow for streamlined and efficient collection of information
including the date, time, truck, contents of container, and tonnage. This information will be automatically transferred to SpryCIS to support the review and billing of solid waste charges for containers, as well as delivery and pick-up fees and other overhead fees and surcharges (e.g. tire disposal, electronics, etc).

If it is determined that further development is possible to satisfy the future state of the Client’s Refuse business processes/ practices, development is subject to the change order process described in this SOW.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.329
Version:06192024 Exhibit B SaaS Pricing Schedule Page 1 of 4 Exhibit B – SaaS Pricing Schedule

1. Client Information
This Pricing Schedule is entered into by SpryPoint Services, Inc. (“SpryPoint”) and Client as of the Effective Date of the MSA and is subject to the terms and conditions of the Master Subscription Agreement between the Parties (the “MSA”).

Name (“Client”) City of Santa Cruz, CA
Client Billing Contact Name Ken Morgan
Client Billing Contact Phone Number 831.420.5095
Client Billing Contact Email [email protected] Client Billing Address Ken Morgan
IT Contracts
809 Center Street Room 8
Santa Cruz, CA 95060

2. Initial Term
The initial term of the subscriptions for SpryPoint SaaS reflected herein will commence on the Effective Date of the MSA and Client’s subscription will renew annually on the anniversary of the Effective Date of the MSA for a period of 10 years.

3. Invoicing
Subscription Fees are in United States Dollars. The Subscription Fee for the initial year will be invoiced upon the earlier of April 30, 2025 or the completion of the project kick off meeting (whichever comes first). Thereafter, Client’s annual Subscription Fee will be invoiced annually 30 days in advance of the anniversary of the Effective Date for the duration of Client’s subscription.

Implementation and Professional Services fees will be invoiced per the applicable SOW or change order. All other fees will be billed subject to the Usage Metric Verification Process or the Integrated Notification Services Fees, described in the Agreement.

4. Payment Terms
Net 30 days from date of receipt of undisputed invoice. (Continued on next page)
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19.330
Version:06192024 Exhibit B SaaS Pricing Schedule Page 1 of 4

5. SpryPoint SaaS Subscriptions
SpryPoint
SaaS
Subscription
Name
SpryPoint SaaS Description Environments
Included
during
“implementatio
n” *
Environments
Included after
“go-live” *
SpryPoint
SaaS Usage
Metric
Usage
Metric
Quantity
SpryPoint
SaaS Fee
Per Usage
Metric
Initial Annual
Subscription
Fee
SpryCIS –
Customer
Information
System
SpryCIS supports customer service and account
management; meter reading (including
consumption and usage data); meter inventory
records (including location data and billing
related inventory records); field service order
requests; rate, fee and tariff storage (for mass
calculation); billing calculation and statements;
and financial processing (including payment,
adjustment, past due collection actions and
notifications); unpaid debt processing; and
financial reconciliations
Production (1)
Staging (1)
Sandbox (1)
Production (1)
Sandbox (1)
Active Accounts1 25,000 $4.00 $100,000
SpryEngage –
Customer
Engagement
Platform
SpryEngage supports customer self-service and
engagement functions:
customer facing (customer registration and login;
mobile access; profile management; alert sign-up
and delivery; guest access; interactive bill
display; electronic billing payment processing;
and electronic forms submissions)
administrative (administrative dashboard;
reporting and analytics; customer masquerading)
Production (1)
Staging (1)
Production (1)
Sandbox (1)
Active Accounts1 25,000 $1.00 $25,000
SpryIDM -
Interval Data
Management
SpryIDM supports access to interval data for
meters, service points, and collections of meters;
data ingestion processes; interval data
standardization and normalization; generation
and delivery of customer alerts
Active Accounts1 25,000 $0.50 $12,500
SpryMobile –
Mobile Field
Service
SpryMobile supports the creation of short cycle
work with real-time connectivity to SpryCIS
(service orders; scheduling; dispatch; mapping
GIS layers; MyWork; notifications)
Production (1)
Sandbox (1)
Production (1)
Sandbox (1)
Full Users2 25 $100.00/
user/ month
$30,000
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19.331
Version:06192024 Exhibit B SaaS Pricing Schedule Page 2 of 4 SpryPoint
SaaS
Subscription
Name
SpryPoint SaaS Description Environments
Included
during
“implementatio
n” *
Environments
Included after
“go-live” *
SpryPoint
SaaS Usage
Metric
Usage
Metric
Quantity
SpryPoint
SaaS Fee
Per Usage
Metric
Initial Annual
Subscription
Fee
Total Subscription Fee $167,500
1 “Active Accounts” means the maximum annual quantity, in blocks of 500, licensed and available to Client in the production environment over a 12-month period. 2 “Full User” means a user who can access SpryMobile’s full functionality to create, edit and share data. 3 “Light User” means a user who has read-only to access to SpryMobile functionality.

Annual SaaS Subscription Fees (10-Years)
Year 1 Year 2 Year 3 Year 4 Year 5
$ 167,500 $ 175,875 $ 184,669 $ 193,902 $ 203,597
Year 6 Year 7 Year 8 Year 9 Year 10
$ 213,777 $ 224,466 $ 235,689 $ 247,474 $ 259,847
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.332
Version:06192024 Exhibit B SaaS Pricing Schedule Page 3 of 4 * An Inbound Message is routed from an end user's mobile device and delivered to the Integrated Notification Service. ** An Outbound Message is routed from the Integrated
Notification Services and delivered to the end user's mobile phone.

Integrated Notification Services Fees
invoiced quarterly for actual usage or as otherwise described below exclusive of any applicable communications service or telecommunication provider (e.g., carrier fees or surcharges) Inbound* & Outbound**
SMS Messaging
$0.02 / Message segment consisting of a maximum of 160
characters. A message containing more than 160 characters, will be billed per 160-character message segment.

Local Outbound Voice
Messaging
$0.03 per minute
Toll-Free Outbound Voice
Messaging
$0.03 per minute
Optional Random Short
Code
$15,000.00 per year
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.333
Version:06262024 Exhibit C Service Level Agreement Page 1 of 18 SpryPoint Services, Inc.

Exhibit C – Service Level Agreement

1. Introduction and Overview
SpryPoint’s applications are delivered as a service in the cloud. Integrating software development and support is the optimal way to serve customers. SpryPoint’s Customer Success Team works with the product engineers that build, implement, test, and maintain our applications.

This Service Agreement defines the general technology as well as the scope of the Ongoing Production Support Services for SpryPoint’s software-as-a-service. At a high level, this includes:
• Application support and maintenance
• Management of updates and enhancements
• Technology infrastructure management
• Backup and recovery
• High availability, disaster recovery, and business continuity • Database management
• Network configuration and monitoring
• Security
• Operations and service delivery management
• Help desk/support
• Reporting/Performance measurement tools
These Services may be supplemented by change requests agreed upon by the Parties in writing.

This Service Agreement describes the responsibilities of the Parties, the scope, and approach to the delivery of the services specified herein (“the Services”).

The transition to the Customer Success team will occur when:
• All severity 1 and 2 issues have been resolved
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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Version:06262024 Exhibit C Service Level Agreement Page 2 of 18 • All severity 3 issues have a defined plan for resolution • The Post Go Live Support as defined in the Statement of Work in Exhibit A is complete
• A finalized punch-list of any outstanding items has been created and responsibilities assigned
The transition involves:
• Formal knowledge transfer between SpryPoint’s Service Delivery and Customer Success Teams
• An introductory meeting with the client, SpryPoint’s Project Manager and SpryPoint’s Customer Success Team.

This Service Agreement is specific to SpryPoint’s software-as-a-service applications operating in a production environment as described in the current Pricing Schedule in Exhibit B of the Master Services Agreement between the Parties (the “MSA”). Any nonproduction or test environments are expressly excluded from this or any other Service Agreement.

2. Definitions
These terms shall have the following meanings whenever used in this Service Agreement.
“Assist” means the party which may provide input into a task and/or be consulted before a decision or action is performed.
“Business Hours” means 5:00 a.m. – 1:00 p.m. Pacific Time, Monday – Friday (excluding holidays)
“Demarcation Point” means the outermost point of connectivity to the Service(s) public or private endpoints such as the data centers, infrastructure, and applications provided by SpryPoint.
“Environment” – provides resources and services over the Internet and access through a web browser or client software.
• Production Environment – is where the latest version of the SpryPoint application is deployed and available to the intended users.
• Staging Environment – an environment, used for testing, that mirrors the production environment as closely as possible.
“Impact” – means the influence of an event on the organization or organization’s customers.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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Version:06262024 Exhibit C Service Level Agreement Page 3 of 18 “Issue” – is a disruption to everyday operations that may or may not have significant consequences.
“Lead”– means the party with final decision-making authority, accountability, and responsibility for task completion; this party needs to make sure the work gets done.
“Outage” – means the total minutes the service is unavailable outside the scheduled maintenance window.
“Response Time” – means the number of Support Hours in which a member of the SpryPoint team will respond to a new issue.
“Resolution Target” – means the number of Business Hours in which an issue should be resolved following the identification of its root cause. “Update Frequency” – means the number of Support Hours in which the SpryPoint team will provide an update to an unresolved issue. “Scheduled Maintenance” means the total minutes of planned maintenance activities per month. Currently, scheduled maintenance is 4 hours for weekly maintenance and 4 hours for monthly maintenance. Maintenance windows are defined further in System Maintenance and are subject to change on 30 days’ notice from SpryPoint.
“Severity” – is used to understand the impact of an issue quickly and set priorities for resolution target and is measured by how severely the issue is affecting functionality.
“Support Hours” – mean 5:00 a.m. – 5:00 p.m. Pacific Time, Monday – Friday (excluding holidays)
“Support Request” – means a request to support the resolution of an issue when further assistance is needed from technical experts. “Tiers” – represents the complexity of the issue reported. “Total” – means the total minutes the service is available less those exceptions listed under Service Availability.

3. Scope of Service/Responsibilities

3.1. Ongoing Support and Subscription Services

3.1.1. Application Support
The table below describes the application support functions provided in the Services and the responsibility assignment of each item.

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Version:06262024 Exhibit C Service Level Agreement Page 4 of 18 Item Responsibility
SpryPoint Client
Provide Tier 1 help desk and application support such as, user password management
Assist Lead
Attempt to resolve Tier 1 issues using existing knowledge base Assist Lead Maintain and update SpryPoint’s knowledge base and other documentation
Lead N/A
Service Request Management
Provide technical and functional troubleshooting for Tier 2 issues Lead Assist Work with Client to determine if an issue is for new system functionality (change) or requires assistance (bug)
Lead Assist
Provide a web-based system for issue tracking Lead N/A
Work with Client to assign proper severity of issue based on definitions
Lead Assist
Provide issue tracking and reporting Lead N/A
Work with Client to resolve Tier 2 and Tier 3 issues Lead Assist Monitor, measure, and report on the status of Tier 2 and Tier 3 issues
Lead Assist
Resolve Tier 2 and Tier 3 issues Lead Assist
Provide analysis of recurring issues and establish a resolution or work around for such issues.

Lead Assist
Work with Client in reporting and resolving unplanned outages of any component or environment.

Lead Assist
Provide root cause feedback for all Severity Level 1 issues Lead Assist Escalate issues as needed Lead Assist
Promptly report outages and service interruptions Lead Assist Application Support
Provide application support to the functional process owners Lead Assist Address functional issues and questions involving “how to” raised by end-users
Assist Lead
Work with departments to leverage software to streamline business processes
Assist Lead
Assist with system functionality and process flow questions for software and reports
Assist Lead
Provide functional support for first time processing of critical Client business processes
Lead Assist
Focused functional process support (i.e., end of year processing) Assist Lead Maintain application releases of the current software in the production environment
Lead N/A
Assist in reporting product issues to software vendor support and obtaining resolution
Assist Lead
Provide availability management and support Lead N/A
Provide maintenance and support for all integrations Lead Assist Provide maintenance and support for all reports Lead Assist Provide maintenance and support for all scheduled jobs Lead Assist Provide functional testing support Assist Lead
Deploy required application software Lead N/A
Provide post-deployment verification testing of required software Lead Assist Security Administration
Provide application security maintenance and administration Lead N/A Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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SpryPoint Client
Conduct user access management and review Assist Lead
Maintain and support firewall subsystem software components where applicable (e.g., patches and software upgrades) on Client hardware and software
N/A Lead
Monitor virus/security alerts and vulnerabilities from manufacturers and determine appropriate action per procedure
Lead Assist

3.1.2. Operational Support
The table below describes the operational support functions provided in the Services and the responsibility assignment of each item.

Item Responsibility
SpryPoint Client
Hosting Services
Provide hosting services Lead N/A
Provide for a replicated system architecture Lead N/A
Provide disaster recovery services including system and data restoration
Lead N/A
Conduct periodic testing of the disaster recovery solution Lead N/A High availability and continuity of the service including load balancing to redirect traffic, multi-zone databases, auto-scaling instances based on application and processing load
Lead N/A
Provide for secure transmission of data being stored and/or archived Lead N/A Provide toll-free support line Lead N/A
Provide hosting services Lead N/A
Database Management
Perform database administration Lead N/A
Perform database monitoring Lead N/A
Perform database tuning Lead N/A
Perform database security Lead N/A
Perform database procedures Lead N/A
Perform scheduled maintenance procedures Lead N/A
Perform database patching and updates/service packs Lead N/A Communicate patch and update impact analysis Lead N/A
Perform database capacity planning Lead N/A
Perform database refresh/clones Lead N/A
Perform database backup and recovery Lead N/A
Perform any data purging or archiving as required Lead N/A Release Management
Assess impacts of new releases to the environment Lead Assist Perform Client-requested periodic refreshes of the non-production environments from the production environment up to twice per calendar month
Lead Assist
Perform application upgrades Lead Assist
Perform maintenance pack installations Lead Assist
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Version:06262024 Exhibit C Service Level Agreement Page 6 of 18 Item Responsibility
SpryPoint Client
Perform emergency release updates as needed. Lead Assist Access Management
Manage administrative user access to the environments Assist Lead Manage user access at the operating level Assist Lead
Manage application users and their access to the various environments
Assist Lead
Performance Management
Monitor system performance Lead N/A
Monitor application performance Lead N/A
Monitor scheduled job performance Lead Assist
Analyze performance related issues to identify factors impacting performance
Lead Assist

3.1.3. Technology Infrastructure Services
The table below describes the technology infrastructure functions provided in the Services and the responsibility assignment of each item.

Item Responsibility
SpryPoint Client
Review and resolve technical issues with the system Lead Assist Assist with system debugging and issue resolution Lead Assist Resolve system technical issues with scheduled jobs and reports Lead Assist Answer technical questions for day-to-day maintenance Lead Assist Perform system administration Lead Assist
Provide system monitoring and tuning Lead Assist
Provide system capacity planning Lead Assist
Provide storage capacity planning Lead Assist
Provide workload management and support Lead Assist
Perform infrastructure maintenance and support Lead Assist Manage the testing of all application and system changes prior to applying to production
Lead Assist
Perform updates/service packs on application infrastructure Lead N/A Perform system patching and updates/service packs (desktop) N/A Lead Provide change bundling analysis to reduce the frequency and length of time required to apply changes
Lead N/A
Provide a back-out plan for changes to the various environments Lead N/A Apply code patches for application software Lead N/A
Implement minor technology updates Lead N/A
Provide system maintenance scheduling and coordination Lead N/A Report system outages and service interruptions Lead Assist Provide infrastructure monitoring and alerting Lead N/A Provide set-up, maintenance, and support for the following environments:

Production Lead N/A
Staging Lead N/A
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Version:06262024 Exhibit C Service Level Agreement Page 7 of 18 Item Responsibility
SpryPoint Client
Sandbox (where applicable) Lead N/A

3.2. Billable Services
There will be instances where a Client request is beyond the scope of the MSA. Any out-of-scope item is considered an enhancement or a change to the service and should be directed to our Customer Success team through regular support request options.

Enhancement requests would include new functionality and features. Change requests would include changes to the services or responsibilities of the service.

Examples of billable services that require a quote:
• Requests for new reports
• Requests for changes to current reports
• New configuration/setup
• Rate changes
• Changes to bill print/template
• Changes to forms or letters

3.3. Quote Process
The Client may request additional services or modifications to the application at any time. All Changes will be documented and approved, regardless of whether there is an associated cost for the change.

Requests for changes should be made to SpryPoint’s Customer Success Team. They will review the request and create a quote to include the following:
• A description of the problem that needs to be solved or the issue to be addressed.
• A description of the solution to the problem or issue to be addressed, including the use/business case and/or reason for the Change and suggested solution. • An estimated delivery time
• If applicable, any fees/cost and expenses associated the Change.

The Change process is defined below. The Change must be approved by both SpryPoint and the Client before any work related to a Change is completed. • Identify the requested Change
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Version:06262024 Exhibit C Service Level Agreement Page 8 of 18 • Identify and document the solution and scope of work associated with the Change requested
• Estimate required effort, and any associated costs
• Submit for review and approval by the Client and SpryPoint Management Team • If not approved, no changes are completed, and the Change request is canceled • If approved, SpryPoint will work with the Client to schedule. • Monitor and report progress on the Change
• Communicate the Change resolution

3.4. Rate Card
Any billable services to the Services beyond go-live will be performed at the then prevailing rate as published by SpryPoint on an annual basis. Any enhancements will be implemented pursuant to the change control process as outlined in the Statement of Work in Exhibit A of the MSA.

4. Performance Measurement

4.1. Support Level Definitions and Responsible Parties
Client agrees to follow escalation procedures and is responsible for Tier 1 support functions before new application or functionality related to SpryPoint services is enabled in production.

4.1.1. Client Responsibilities
Tier Definition Description/Examples
1 Support performed by Client, who shall be
responsible for addressing common user
questions and issues
• Provide application navigation tips
• Perform password resets or analyze
login issues
• Answer questions regarding basic
operation of the application
• Gather information to escalate to Tier
2 support
(Continued on next page)
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4.1.2. SpryPoint Responsibilities
Tier Definition Description/Examples
1 Support performed by Client, who shall be
responsible for addressing common user
questions and issues
Maintain documentation to enable Client to
resolve most Tier 1 support issues without
requiring escalation to specialized application
support.
2 In-depth technical support performed by
SpryPoint to address issues outside the scope
of Tier 1 issues.

SpryPoint’s experienced team are available
to:
• Assess issues
• Provide solutions
• Resolve issues
• Create new features
Provide Tier 2 support for all SpryPoint
applications which includes:
• Advanced technical and system
administration responsibilities which
may require application log, database
access, or other code-related
troubleshooting
• Clearly defined points-of-contact,
available to receive and appropriately
respond to issues from Tier 1 support
• Advice and assistance for the
applications and non-programming
activities in direct support of users
• Advise Client personnel of estimated
time to resolve an issue after root
cause diagnosis
• Provide status updates during issue
resolution
• Escalate Tier 2 support issues to Tier
3 support at our sole discretion
3 A level of product and service support
provided by SpryPoint resources (such as
product managers or product team)
Provide Tier 3 support for all SpryPoint
applications which includes:
• Data fixes
• Code-related troubleshooting
• Bug fixes

4.2. Issue Reporting
The Client shall designate one or more power users to request and receive support services from SpryPoint. These users must be trained on the SpryPoint applications for which they initiate support requests.

To report an issue, submit a support request by:
• Support widget (must be enabled in-app)
• SpryPoint Helpdesk Portal - support.sprypoint.com
• E-mail – [email protected]
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Issue reporting shall be available twenty-four (24) hours a day, seven (7) days a week, and 365 days a year.

Before reporting an issue, Client’s personnel must collect as much of the following information as possible:

Criteria Description/Examples
Date and Time When did the issue start
Product/Function SpryCIS – Meter Reading
General Description Describe the issue you are experiencing as well as the expected results Replication How to replicate the issue
Severity Per the severity levels defined in this document Operating System iOS, Android, Windows, MacOS
Device iPad, Chromebook, Microsoft Surface, MacBook
Browser Chrome, Safari, Edge, Firefox
Screenshots Screenshots of the error will help with troubleshooting Support requests are submitted to report issues. SpryPoint’s Customer Success Team will address tickets according to the Severity Level. The SpryPoint team will determine the cause of the issue and begin the process for correction and/or remediation. Some possible causes of an issue to be reported are:

Bug – an error, flaw, or fault in the application that causes an incorrect or unexpected result or behavior.

Configuration Request – a change or update to the behavior of an application through a setting in the user interface.

New Feature Request – an update to the application to provide new functionality or a new feature.

Training Issue/Question – Client does not understand how or why something is behaving the way it is or needs to understand options to change the base behavior.

Performance/Service Issue – generally a high priority, high severity item that includes outages, downtime, and other issues affecting the usability of SpryPoint applications.

4.3. Issue Prioritization, Definitions, Responsible Parties, and Targets Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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Version:06262024 Exhibit C Service Level Agreement Page 11 of 18 Severity
Level
Example Response
Target
Resolution
Target
Update
Frequency
1 Urgent
Client’s business is not operational due
to significant performance issues or
outage, creating a substantial impact
financially or by the number of customers
affected.

Critical business function(s) cannot be
performed and/or a key component is
unavailable or is non-functional. There is
no immediate work around.

Urgent issues have top priority until
resolved
Examples of Severity 1 issues include:
• System is unavailable (outage)
• Unable to perform a key function
such as calculation of bills or
billing process
• A key function is malfunctioning,
creating a severe
financial/customer impact
• Any event that impacts more
than 20% of the customer base
• Severity Level 1 issues are
subject to an Issue Post-mortem
by SpryPoint
1 hour 4 hours 1 hour
2 Critical
Client’s business is operational but the
ability to perform business functions is
severely impacted,
A critical business function or functions
are partially operational or operating by
use of a workaround only sustainable for
a short period of time.

A critical business function or functions is
operating at limited capacity or has a
defect which creates errors or atypical
results to customer records, transactions,
or financials.

Examples of Severity 2 issues include:
• 10%-20% of the customer base
are affected by bills which are
calculating or rendering
incorrectly
• Response times on transactions
or screens are 3 times the
normal response times
(response times must be tracked
at go-live for benchmark)
2 hours 16 hours 4 hours
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4.4. Triage
Based on the severity level of the support request, Client can expect a response from the SpryPoint Customer Success Team as indicated in the table above.

During the term of the MSA, the Parties agree to the following objectives:

1. Confirm and/or clarify our understanding of the support request. Adjust reported severity level if necessary.

Severity
Level
Example Response
Target
Resolution
Target
Update
Frequency
• Processes take 3 times as long
to complete or error out
(response times must be tracked
at go-live for benchmark)
3 Restricted
Use
The service is experiencing an issue that
can be worked around but is impacting
client’s efficient use of the service. The
business is operational but with reduced
efficiency.

Examples of Severity 3 issues include:
• Single account issue
• Business function has a slight
restriction of function of noncritical nature
• A work around is required to
maintain normal operations
• Non-performance impacting
defect
4 hours 160 hours 40 hours
4 Not
Urgent
The service is fully functional but may
contain a cosmetic flaw, or misspelling.

There is no operational, financial, or
customer impact.

Examples of Severity 4 issues include:
• A button is out of alignment on
the user interface
• Question regarding configuration
or functionality
• General inquiries
8 hours 200 hours Upon
resolution
5 Enhancement request 16 hours As defined in
“Quote
Process”
section 3.3
As defined in
“Quote
Process”
section 3.3
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2. Document the use case where the issue occurs.

3. Establish a resolution plan and provide an estimated resolution time if possible.

4. If an estimated resolution time cannot be provided during the term of the MSA, Client will be provided with an estimate on the timeframe.

5. If the support request is Level 5 (enhancement request), Client will be contacted to discuss the use case and scope of the enhancement. An enhancement specification and quotation will be delivered.

4.5. Resolution
Issue Resolution indicates that the issue has been addressed and resolved, pending confirmation from Client’s power user. If for any reason Client is not satisfied with the resolution, Client may request the issue to be re-opened.

4.6. Service Maintenance
The primary contact for the ongoing maintenance and support of the application is SpryPoint’s Customer Success team. Although rare, SpryPoint may, at its discretion, schedule a system maintenance window, during which time normal production services may not be available. Planned system maintenance windows are mutually agreed upon with the Client. Whenever possible, SpryPoint will plan Scheduled Maintenance to coincide with Client’s IT system maintenance windows and outside the hours of 5:00 a.m. and 1:00 p.m. Pacific Standard Time.

There may be some instances where updates are required immediately or within a short timeframe to maintain the integrity or functionality of SpryPoint applications. In such cases, SpryPoint will notify in writing Client’s designated contact of unplanned system maintenance and work with Client to deploy the necessary changes during the earliest, mutually favorable time. SpryPoint will promptly notify in writing Client’s designated contact of any downtime and provide confirmation once full functionality is restored.

In extraordinary circumstances, it may be necessary to take the system offline or otherwise prevent access to applications. This would be the result of an exceptional situation (i.e., a zero-day vulnerability) where SpryPoint would take preventive action to mitigate any potential adverse impact to our clients

4.7. Device and Operating System Support
• SpryPoint shall use commercially reasonable efforts to identify a root cause and provide technical solutions therein for any reported bugs, defects, issues, etc., provided that the Services are not otherwise impaired at the start of the then-current Service Term and has been properly maintained by Client in accordance with SpryPoint’s policies.

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Version:06262024 Exhibit C Service Level Agreement Page 14 of 18 • SpryPoint is not required to support its applications in the following circumstances:
(i) Client uses hardware that is no longer supported by its manufacturer. (e.g., iPhone 3G, Samsung Galaxy S Captivate) and that SpryPoint advised against. (ii) Operating systems or versions of operating systems which are no longer supported or updated by their authors (e.g., Apple, Google, Microsoft, etc.). (iii) Errors that are a result of product misuse, negligence, or improper utilization of any or all part of the Services by the Client or an individual under Client’s control. (iv) Issues that are a result of electrical failure, internet connections problems, and all data issues deemed to be under Client’s exclusive control and responsibility including but not limited to: data input and output are outside the scope of this Service Agreement.

Maintenance for unsupported operating systems and/or hardware may be available to clients at an additional charge.

4.8. Issue port-mortem process
The issue post-mortem process at SpryPoint includes the following:

Action Objective
Summary of what happened • Which services and customers were affected? • How long and severe was the issue?
• Who was involved in the response?
• How was the issue resolved?
Root cause analysis • What were the origins of failure? • Why do we think this happened?
Steps taken to diagnose,
assess, and resolve
• What actions were taken?
• Which were effective?
• Which were detrimental?
Timeline of significant
activity
Centralize key activities from monitoring tools, ticket management, issue details as well as internal and external communications.

Learning and next steps • What went well?
• What did not go well?
• How do we prevent this issue from happening again?
Summarize findings Circulate summary to affected clients upon request.

4.9. Support Hours
SpryPoint business hours are from 5:00 a.m. to 1:00 p.m. Pacific Time, Monday through Friday (excluding holidays). Support is available from 5:00 a.m. - 5:00 p.m., Pacific Time, Monday through Friday (excluding holidays).

After-hours, on-call support is available when requested. This provides extra support when migrating, updating, or upgrading integrated line of business applications. AfterDocusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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3.3).

4.10. Holidays
Response to requests other than Severity Level 1 may be delayed up to 24 hours during holidays observed by SpryPoint as outlined below:

Holiday Date (on or around)
New Year’s Day* January 1
Provincial Holiday Third Monday in February
Good Friday Late March/Early April
Victoria Day Third Monday in May
Canada Day* July 1
Civic Holiday First Monday in August
Labour Day First Monday in September
National Day of Truth and Reconciliation September 30
Thanksgiving (Canadian) Second Monday in October
Remembrance Day* November 11
Christmas Day* December 25
Boxing Day* December 26
*If holiday falls on a weekend, it will be observed the following Monday.

5. Service Level Agreements
Service Level Agreements (SLAs) provide clarity around the commitments to deliver the Service and set expectations for both parties relative to the Client’s business and the impact/role of the Service within the Client’s business.

5.1. Exclusions, Exceptions and Limitations
Except to the extent due to SpryPoint’s negligence or willful misconduct, this does not apply to any Services performance issues caused by factors; (i) outside of SpryPoint’s reasonable control, including any force majeure event or Internet access or related issues beyond the demarcation point of SpryPoint; (ii) that result from Client’s equipment software or other technology such as metering technology, payment and data processing services, networking technology and/or third-party equipment, software, integration services or other technology (other than third party equipment within our direct control); (iii) that result from any scheduled maintenance as provided for pursuant to this Service Agreement; or (iv) arising from SpryPoint’s suspension and termination of Client’s right to use Service.

5.2. Service Availability
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Version:06262024 Exhibit C Service Level Agreement Page 16 of 18 SpryPoint will use commercially reasonable efforts to make our Services available with an uptime percentage of at least 99.5% of the time within a given calendar month.

5.3. Service Credits
In the event of a failure by SpryPoint to meet the Service Availability provided in Section

5.2 and Issue Resolution Targets as defined in this Service Agreement, as the Client’s sole and exclusive remedy, at Client’s request, SpryPoint will provide Service Credits in accordance with the following:

1. First month of missed service availability or issue resolution target, SpryPoint and Client will meet to discuss possible corrective actions

2. Second consecutive month: 10% of the Subscription Fee paid for the applicable month of the affected SpryPoint application

3. Third consecutive month: 20% of the Subscription Fee paid for the applicable month of the affected SpryPoint application

4. Fourth consecutive month: 30% of the Subscription Fee paid for the applicable month of the affected SpryPoint application

5. Fifth consecutive month: 40% of the Subscription Fee paid for the applicable month of the affected SpryPoint application

6. Sixth consecutive month: 50% of the Subscription Fee paid for the applicable month of the affected SpryPoint application

7. More than six consecutive months: Within thirty (30) days of such failure Client shall have the option to terminate the entire Agreement and upon termination Client shall receive a refund of all prepaid subscription fees that are unearned as of the date such termination becomes effective

8. Service Credits shall be deducted from subsequent invoices for Subscription Fees, or upon the termination or expiration of the Agreement the Service Credits would be paid directly to the Client

6. Periodic Service Reviews

6.1. Periodic Review of Open Tickets and Outstanding Issues Such reviews are offered by SpryPoint upon the Client’s request and may be held either monthly or quarterly as agreed by both Parties. Reviews are led by a member of the SpryPoint Customer Success Team and commonly include:

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Version:06262024 Exhibit C Service Level Agreement Page 17 of 18 • Discussion and review of open or recently closed tickets • Discussion and review of recent or forthcoming product releases

6.2. Periodic Review of Service Level Agreement Performance Such reviews will be held annually (or on a periodic basis as agreed by both parties).

Either party may request the review. The review will be led by the Manager of Customer Success and shall include:
• Discussion and resolution of any issues that may arise under an SLA • Service delivery since last review
• Major deviations from service targets
• Negotiate proposed changes to the SLA
• Resolve concerns about service delivery
• Discuss any staffing changes for SpryPoint or Client
The review mechanism shall include an escalation procedure under which any unresolved issues are escalated for immediate resolution. Disagreements shall initially be handled by means of the following escalation provision.

6.3. Escalation
In the unlikely event that Client needs to escalate an issue beyond the Customer Success Analyst in charge, the following is the path of that escalation:

CEO
|
Chief Customer Officer
|
Customer Success Manager
|
Senior Success Analyst
|
Success Analyst
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Version:06262024 Exhibit C Service Level Agreement Page 18 of 18 If the Client is unable to get appropriate support from the assigned support analyst or senior support analyst, the Client may escalate first to Shelley MacLeod, Manager of Customer Success and then to Chris Scalia, Chief Customer Officer.

Contact information for the Customer Success Management Team:

Shelley MacLeod
Customer Success Manager
[email protected]
Office: 902.510.1770
Mobile: 902.213.0950
Chris Scalia, CCO
Chief Customer Officer
[email protected]
Office: (877) 879-7779 ext. 897
Mobile: (617) 290-7170

7. Release Management
We provide application releases on a two-week interval.

The Customer Success Team works with the Product Management team to create and distribute Release Notes to our clients. Our releases typically include new features and functionality as well as bug fixes.

Product Releases:
• Release Notes are sent to the primary contacts in the organization. However, anyone can be added to the distribution list.
• Release Notes will be provided before deployment to your production environment.
• Releases are deployed after standard business hours and live in the system the next business day.
• New features and functions are disabled by default when deployed. • Customer Success is available to assist your team in determining if enabling a new feature is right for your organization.

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Version:06072024 Exhibit D Insurance Coverage Page 1 of 3 Exhibit D – Insurance Coverage
SpryPoint will maintain during the entire Term of this Agreement, at its own expense, the insurance coverage below which meets or exceeds the coverages and limits as specified in the Client’s requirements. Insurance coverage for this Agreement will be at a minimum as follows:

1. COMMERCIAL GENERAL LIABILITY INSURANCE
SpryPoint shall maintain Commercial General Liability Insurance as follows:
a. $3,000,000 Each Occurrence
b. $6,000,000 General Aggregate
c. $3,000,000 Personal and Advertising Injury
d. $2,000,000 Products/Completed Operations Aggregate
e. $2,000,000 Non-Owned Automobile

2. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE
SpryPoint shall maintain Commercial Automobile Liability Insurance (if applicable) as follows:
a. $2,000,000 Each Occurrence
b. $2,000,000 Annual Aggregate

3. ERRORS AND OMISSIONS AND CYBER INSURANCE
SpryPoint shall maintain Errors and Omissions, and Cyber Insurance for Information Technology as follows:
a. $5,000,000 Per Claim, $5,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by SpryPoint in this Agreement.

4. WORKERS’ COMPENSATION
SpryPoint shall maintain Workers Compensation Insurance through the Workers Compensation Board of Prince Edward Island (WCBPEI). The Workers Compensation Board (WCBPEI) is a Provincial Government Organization that is responsible for all Workers Compensation related incidents for employees of companies based on Prince Edward Island.

As an employer based in Prince Edward Island, SpryPoint is legally required to maintain Workers Compensation insurance through WCBPEI. If there is a workplace incident related to SpryPoint employees, coverage is provided by the WCBPEI regardless of the location.

Upon written request, SpryPoint will provide Client with a copy of the Workers Compensation Clearance letter issued by WCBPEI which confirms SpryPoint’s coverage and that our account is in good standing.

For SpryPoint’s US employees, SpryPoint will carry Workers' Compensation Insurance and Employers' Liability Insurance in the minimum amount of One Million Dollars (US $1,000,000) Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.352
Version:06072024 Exhibit D Insurance Coverage Page 2 of 3 each employee by accident, One Million Dollars (US $1,000,000) each employee by disease, and One Million Dollars (US $1,000,000) aggregate by disease with benefits afforded under the laws of the state or country in which the services are to be performed.

5. ADDITIONAL INSURANCE RELATED PROVISIONS
a. SUBCONTRACTORS.

SpryPoint 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 SpryPoint, provide the same minimum insurance coverage required of SpryPoint.

SpryPoint 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.
b. EVIDENCE OF COVERAGE.

Prior to the commencement of any Services under this Agreement, SpryPoint shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage as indicated in this Agreement. Such insurance coverage shall be maintained with insurers and under forms of policies as described in this Agreement.

Upon written request, SpryPoint will provide Client all certificates, as applicable, related to the insurance coverage described herein, including all required amendatory endorsements and a copy of the Endorsement Page of the Commercial General Liability policy, listing all policy endorsements to be approved by the Client before the Services commence.
c. Additional Insured Status
The Client, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the Commercial General Liability policy with respect to liability arising out of work or operations performed by or on behalf of Client, including materials, parts, or equipment furnished in connection with such work or operations.

General liability covered will be provided in the form of an endorsement to SpryPoint’s insurance at least as broad as ISO Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38, and CG 20 37 (if a later edition is used).
d. Primary Coverage
For any claims related to this Agreement, SpryPoint’s and all subcontractor’s insurance coverage will be primary and non-contributory as respects the Client, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the Client, its officers, officials, employees, agents, or volunteers will be excess of SpryPoint’s and all subcontractor’s insurance and will not contribute with it. e. Notice of Cancellation
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.353
Version:06072024 Exhibit D Insurance Coverage Page 3 of 3 Each insurance policy required above shall state that the coverage shall not be canceled, except with notice to the Client.
f. Waiver of Subrogation
SpryPoint hereby grants to the Client a waiver of any right to subrogation, except as otherwise not applicable, which any insurer of SpryPoint may acquire against the Client by virtue of the payment of any loss, including attorneys’ fees under such insurance.

SpryPoint agrees to obtain any endorsement that may be necessary to effectuate this waiver of subrogation, but this provision applies regardless of whether or not the Client has received a waiver of subrogation endorsement form the insurer. g. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII, unless otherwise accepted by the Client in writing.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.354
Verson:06252024 Exhibit E Data Processing Exhibit Page 1 of 10 SpryPoint Services, Inc.

Exhibit E – Data Processing Exhibit
This Data Processing Exhibit (“DPE”) forms a part of and is subject to the SpryPoint Master Subscription Agreement applicable Pricing Schedule in Exhibit B of the Agreement and the Statement of Work in Exhibit A of the Agreement (together with any attachments issued thereunder, the “Agreement”) between SpryPoint Services Inc. (“SpryPoint”) and the Party identified as the “Client” in the Agreement, where Client is using SpryPoint’s Services. This DPE reflects the Parties’ agreement with regards to the applicable Privacy/Data Protection Laws and governs the data processing related obligations of SpryPoint and Client for any applicable Subscription or Statement of Work involving the processing of Client’s Personal Information. In delivering the Services under the Agreement, SpryPoint may Process Personal Information/ Personal Data as a Data Processor on behalf of Client, which is the data controller. It is hereby agreed as follows:

1. Definitions
Unless otherwise defined below, all capitalized terms have the meaning given to them in the applicable Agreement and/or exhibits thereto. a. “Covered Data” means:
i. Client Data;
ii. Technical Services Data; and
iii. any other electronic data or information submitted by or on behalf of Client to a Covered Service.
b. “Covered Service” means:
i. any Service provided that specifically refers to this DPE; and/or, ii. any Technical Services.
c. “Data Controller” means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data. d. “Data Processor” means the entity which Processes Personal Data on behalf of the Data Controller.
e. “Data Protection Laws” means all data protection laws applicable to the Processing of Personal Data under this DPE, including local, state, national and/or foreign laws, treaties, and/or regulations.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

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Verson:06252024 Exhibit E Data Processing Exhibit Page 2 of 10 f. “Data Subject” means the person to whom the Personal Data relates. g. “Personal Data” means any Covered Data that relates to an identified or identifiable natural person.
h. “Personal Data Breach” means:
i. a ‘personal data breach’ or
ii. any Security Breach affecting Personal Data.
i. “Processing” or “Process” means any operation or set of operations performed on Personal Data or sets of Personal Data, such as collecting, recording, organizing, structuring, storing, adapting or altering, retrieving, consulting, using, disclosing by transmission, disseminating or otherwise making available, aligning or combining, restricting, erasing or destroying. j. “Subprocessor” means a SpryPoint Affiliate or third-party entity engaged by SpryPoint or a SpryPoint Affiliate as a Data Processor under this DPE. k. “Subprocessor List” means the list identifying the Subprocessors that are authorized to Process Personal Data for the relevant Covered Service.

2. Subject and Scope
a. Scope and Role of the Parties.

This DPE applies to the Processing of Personal Data by SpryPoint to provide the Covered Service. For the purposes of this DPE, Client are the Data Controller(s) and SpryPoint is the Data Processor. SpryPoint shall Process Personal Information/ Personal Data under the Agreement(s) only as a processor acting on behalf of Client where Client is the Data Controller, SpryPoint agrees that it will Process Personal Information/ Personal Data for the sole purpose of providing the Services as described in the Agreement(s).
b. Purpose.

Client discloses Personal Information/ Personal Data to SpryPoint solely for:
i. a valid business purpose; and
ii. SpryPoint to perform the Services.
c. Instructions for Processing.

SpryPoint shall Process Personal Data in accordance with Client’s documented instructions. Client instructs SpryPoint to Process Personal Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.356
Verson:06252024 Exhibit E Data Processing Exhibit Page 3 of 10 Data to provide the Covered Service in accordance with the Agreement (including this DPE). Client may provide additional instructions to SpryPoint to Process Personal Data, however SpryPoint shall be obligated to perform such additional instructions only if they are consistent with the terms and scope of the Agreement and this DPE.
d. Prohibitions.

SpryPoint is prohibited from: (i) selling Personal Information/ Personal Data; (ii) retaining, using, or disclosing Personal Information/ Personal Data for any purpose other than providing the Services; and (iii) retaining, using, or disclosing the Personal Information/ Personal Data outside of the Agreement between SpryPoint and Client.
e. Warranty.

Client warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give such instruction. f. Sole Responsibility.

Client is solely responsible for obtaining all necessary consents, licenses and approvals for the collection and Processing of any Personal Information/ Personal Data.
g. Compliance with Laws
SpryPoint shall comply with all Data Protection Laws applicable to SpryPoint in its role as a Data Processor Processing Personal Data. For the avoidance of doubt, SpryPoint is not responsible for complying with Data Protection Laws applicable solely to Client such as those not generally applicable to online service providers. Client shall comply with all Data Protection Laws applicable to Client as a Data Controller and shall obtain all necessary consents, and provide all necessary notifications, to Data Subjects to enable SpryPoint to carry out lawfully the Processing contemplated by this DPE.

3. Technical, Organizational and Security Measures
a. Security Measures.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.357
Verson:06252024 Exhibit E Data Processing Exhibit Page 4 of 10 SpryPoint implements and maintains appropriate technical and organizational measures to ensure a level of security appropriate to the risk and in accordance with industry standards. SpryPoint agrees that its security measures are appropriate to protect Personal Information/ Personal Data against a Personal Information/ Personal Data Security Incident, and that these measures ensure a level of security appropriate to the risks presented by the Processing and the nature of the Personal Information/ Personal Data to be protected having regard to the state of the art and the cost of their implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.
b. Confidentiality.

SpryPoint shall ensure that any person authorized to Process the Personal Information/ Personal Data is subject to a strict duty of confidentiality and that they Process the Personal Information/ Personal Data only for the purpose of delivering the Services under the Agreement to Client. SpryPoint shall be responsible for ensuring and maintaining the security and confidentiality of the Personal Information/Personal Data, protect against any anticipated threats or hazards to the security or integrity of the Personal Information/Personal Data, and protect against unauthorized access to or use of the Personal Information/Personal Data that could result in substantial harm or inconvenience to the Client to the extent such Personal Information/Data is within SpryPoint’s control and pursuant to the terms of this Exhibit and the Agreement.
c. SOC 2 Compliance.

Upon request, SpryPoint can provide Client with a copy of its SOC 2 Type II report which attests to the controls at a service organization. SpryPoint may modify its Security Measures from time to time and at any time, provided, however, that it will not materially reduce the level of protection as provided in this DPE.
d. Processing Terms.

At all times that SpryPoint Processes, and/or has access to Personal Information/ Personal Data, SpryPoint shall (a) Process such Personal Information/ Personal Data only in accordance with Client’s documented Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.358
Verson:06252024 Exhibit E Data Processing Exhibit Page 5 of 10 instructions (b) not Sell (as defined under California Consumer Privacy Act) Personal Information/ Personal Data, or retain, use, or disclose such Personal Information/ Personal Data for any purpose other than for the specific purpose of performing the Services or (ii) outside the direct business relationship between Client and SpryPoint.
e. Acknowledgement.

Acknowledging that Client (and not SpryPoint): (i) controls the nature and contents of Client Data (including any Personal Information/ Personal Data therein); and (ii) acts as its own system administrator and controls user access to Client Data (including any Personal Information/ Personal Data therein), Client represents and warrants that on the date of this DPE and during the Term of the Agreement:
i. Client will collect and Process Personal Data in accordance with applicable Privacy/Data Protection Laws;
ii. Client will take all steps necessary to ensure it achieves the foregoing, including without limitation by:

1. providing Data Subjects with appropriate privacy notices,

2. obtaining any required consent, and

3. ensuring that there is a lawful basis for contracted Processors to Process Personal Data.

4. Subprocessors
a. Use of Subprocessors.

Client hereby agrees and provides a general prior authorization that SpryPoint may engage the Subprocessors listed in the Approved SpryPoint Sub Processor List in subsection 4(c) below. For any Subprocessors not in the Approved SpryPoint Subprocessor List in subsection 4(c), SpryPoint shall obtain the prior written approval of Client prior to subcontracting any work pursuant to the Agreement. SpryPoint engaging a Subprocessor shall ensure that such Subprocessor has entered into a written agreement that is no less protective than this DPE SpryPoint shall be liable for the acts and omissions of any Subprocessors to the same extent as if the acts or omissions were performed by SpryPoint.
b. Notification of New Subprocessors.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.359
Verson:06252024 Exhibit E Data Processing Exhibit Page 6 of 10 SpryPoint shall make available to Client a Subprocessor List and provide Client with a mechanism to obtain notice of any updates to the Subprocessor List. At least thirty (30) days prior to authorizing any new Subprocessor to Process Personal Data, SpryPoint shall provide notice to Client by updating the Subprocessor List.
c. Approved SpryPoint’s Sub-Processor List
Subprocessor Country Website Service
Provided
Amazon Web
Service
United States aws.amazon.com Cloud
Infrastructure
Freshdesk United States www.freshworks.com Customer
Service
Twilio United States www.twilio.com SMS Delivery
Service
Twilio Sendgrid United States www.twilio.com/sendgrid/emailapiEmail Delivery Service
Solarwinds
Papertrail
United States www.papertrail.com Log
Management
Service
Raygun United States www.raygun.com Application
Management
Service

5. Rights of Data Subjects
a. Assistance with Data Subject Requests.

SpryPoint will, in a manner consistent with the functionality of the Covered Service and SpryPoint’s role as a Data Processor, provide reasonable support to Client to enable Client to respond to Data Subject requests to exercise their rights under applicable Data Protection Laws (“Data Subject Requests”).
b. Handling of Data Subject Requests.

For the avoidance of doubt, Client is responsible for responding to Data Subject Requests. If SpryPoint receives a Data Subject Request or other complaint from a Data Subject regarding the Processing of Personal Data, Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.360
Verson:06252024 Exhibit E Data Processing Exhibit Page 7 of 10 SpryPoint will promptly forward such request or complaint to Client, provided the Data Subject has given sufficient information for SpryPoint to identify Client.
c. Cooperation.

To the extent SpryPoint is required under Privacy/Data Protection Laws, SpryPoint will assist Client to comply with Privacy/Data Protection Laws; in particular (i) SpryPoint will assist Client in responding to any request from a data subject exercising his or her rights under the Privacy/Data Protection Laws; (ii) it will assist Client in responding to any request from regulatory or judicial bodies relating to the Processing of Personal Information/ Personal Data under the Agreement(s); (iii) it will promptly notify Client if its Processing of Personal Information/ Personal Data is likely to result in a high risk to the privacy rights of data subjects or is unable to comply with Client’s instructions for any reason, (iv) and upon reasonable request, will assist Client to carry out data protection impact assessments.

6. SpryPoint Personnel
SpryPoint shall require screening of its personnel who may have access to Personal Data and shall require such personnel (i) to Process Personal Data in accordance with Client’s instructions as set forth in this DPE, (ii) to receive appropriate training on their responsibilities regarding the handling and safeguarding of Personal Data; and (iii) to be subject to all confidentiality obligations in the Agreement which shall survive the termination of employment.

7. Personal Data Breach
In the event SpryPoint becomes aware of a Personal Data Breach it shall without undue delay notify Client in accordance with the Security Breach provisions of the Master Subscription Agreement. To the extent Client requires additional information from SpryPoint to meet its Personal Data Breach notification obligations under applicable Data Protection Laws, SpryPoint shall provide reasonable assistance to provide such information to Client taking into account the nature of Processing and the information available to SpryPoint.

8. Security Program
Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.361
Verson:06252024 Exhibit E Data Processing Exhibit Page 8 of 10 SpryPoint shall implement appropriate technical and organizational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data as set forth in this Security Exhibit. If SpryPoint becomes aware of a security incident or has a reasonable suspicion of a Personal Information/ Personal Data breach in respect of the Personal Information/ Personal Data being Processed under the Agreement(s), it will inform Client without undue delay and will provide reasonable information and cooperation to Client so that Client can fulfill any Personal Information/ Personal Data Security Incident reporting obligations it may have under the applicable Privacy/Data Protection Laws. SpryPoint will take reasonably necessary measures to remedy and mitigate the effects of the Security Incident as set forth in the Security Exhibit.

9. Audit
SpryPoint will use external auditors to verify the adequacy of its security measures and controls for the Services provided under the Agreement. The resulting audit will: (i) be performed according to AICPA SOC2 Type II standards or such other alternative standards that are substantially equivalent to AICPA SOC2 Type II; (ii) be performed by independent third-party security professionals at SpryPoint’s selection and expense; and (iii) result in the generation of a SOC 2 Type II report (“Audit Report”), which will be SpryPoint’s Confidential Information. The Audit Report can be made available to Client upon written request no more than annually subject to the confidentiality obligations of the Agreement or a mutually agreed non-disclosure agreement covering the Audit Report. For the avoidance of doubt, each Audit Report will only discuss Services in existence at the time the Audit Report was issued.

Client agrees that SpryPoint’s then-current SOC 2 Type II audit reports will be used to satisfy any audit or inspection requests by or on behalf of Client.

10. Return and Deletion of Client Data and Personal Data Upon written request by Client made prior to or upon any expiration or termination of the Agreement, SpryPoint will make Client Data available to Client through the Service solely to allow Client to retrieve Client Data for a period of up to a total of Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.362
Verson:06252024 Exhibit E Data Processing Exhibit Page 9 of 10 ninety (90) days after such expiration or termination (the “Retrieval Period”). After such Retrieval Period, SpryPoint will have no obligation to maintain or provide any Client Data and shall thereafter, unless legally prohibited, delete all Client Data by deleting Client’s Tenant, provided, however, that SpryPoint will not be required to remove copies of the Client Data from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases SpryPoint will continue to protect the Client Data in accordance with this Agreement. Client Data will be made available in a SpryPoint-supported format mutually agreed upon between the Parties (for example, CSV, delimited text or Microsoft Excel). The foregoing deletion obligation will be subject to any retention obligations imposed on SpryPoint by Law. Additionally, during the Term of the Agreement, Clients may extract Client Data using SpryPoint’s standard web services. Upon termination of the Covered Service, SpryPoint shall return and delete Personal Data in accordance with the relevant provisions of the Agreement.

11.General Provisions
a. Client Affiliates.

Client is responsible for coordinating all communication with SpryPoint on behalf of its Affiliates with regard to this DPE. Client represents that it is authorized to issue instructions as well as make and receive any communications or notifications in relation to this DPE on behalf of its Affiliates.
b. Termination.

The term of this DPE will end simultaneously and automatically at the later of:
i. the termination of the Agreement; or
ii. when all Personal Data is deleted from SpryPoint’s systems. c. Conflict.

This DPE is subject to the non-conflicting terms of the Agreement. d. Client Affiliate Enforcement.

Client’s Affiliates may enforce the terms of this DPE directly against SpryPoint, subject to the following provisions:

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.363
Verson:06252024 Exhibit E Data Processing Exhibit Page 10 of 10 i. Client will bring any legal action, suit, claim or proceeding which that Affiliate would otherwise have if it were a party to the Agreement (each an “Affiliate Claim”) directly against SpryPoint on behalf of such Affiliate, except where the Data Protection Laws to which the relevant Affiliate is subject require that the Affiliate itself bring or be party to such Affiliate Claim; and
ii. for the purpose of any Affiliate Claim brought directly against SpryPoint by Client on behalf of such Affiliate in accordance with this Section, any losses suffered by the relevant Affiliate may be deemed to be losses suffered by Client.
e. Remedies.

Client’s remedies (including those of its Affiliates) with respect to any breach by SpryPoint or its Affiliates of the terms of this DPE and the overall aggregate liability of SpryPoint and its Affiliates arising out of, or in connection with the Agreement (including this DPE) will be subject to any aggregate limitation of liability that has been agreed between the Parties under the Agreement (the “Liability Cap”). For the avoidance of doubt, the Parties intend and agree that the overall aggregate liability of SpryPoint and its Affiliates arising out of, or in connection with the Agreement (including this DPE) shall in no event exceed the Liability Cap.

Docusign Envelope ID: 97AF4EF5-1B57-4F77-990B-03847A2C183C

19.364
City Council

AGENDA REPORT
DATE: 11/21/2024
AGENDA OF: 12/10/2024
DEPARTMENT: Police
SUBJECT: Fiscal Year 2024 State of California Office of Traffic Safety, Pedestrian and Bicycle Safety Grant and Contract Award (PD)
RECOMMENDATION: Motion to:
1) Adopt a resolution authorizing and directing the City Manager to accept the State of California Office of Traffic Safety (PS25023) grant funding and to execute, in the name of the City of Santa Cruz, all grant documents, in a form approved by the City Attorney, including but not limited to agreements, amendments and requests for payment, necessary to secure grant funds, appropriate grant funds, and implement the pedestrian and bicycle safety programming; 2) Adopt a resolution amending the FY 2025 budget and appropriating funds in the amount of $72,714 to project g202502 - OTS Pedestrian Bicycle Grant FY25; and 3) Award a contract for the purchase of Pedestrian and Bicycle Safety Programming from Ecology Action (Santa Cruz, CA) in the amount of $68,954 and authorize the City Manager to execute an agreement and all amendments thereto in a form approved by the City Attorney.

BACKGROUND: The State of California Office of Traffic Safety (OTS) is dedicated to reducing traffic-related fatalities and injuries by funding programs that enhance road safety and foster safer behaviors among all road users. Through grants distributed to state and local agencies, OTS supports education, enforcement, engineering, and emergency response initiatives.

The Santa Cruz Police Department (SCPD) has a long history of applying for and receiving OTS Selective Traffic Enforcement Program (STEP) grants to increase targeted enforcement efforts to reduce high-risk behaviors, including impaired driving, speeding, distracted driving, and failure to yield. In addition to receiving a 2024 OTS STEP grant, OTS awarded $72,714 in Pedestrian and Bicycle Safety Program grant funding to the City of Santa Cruz (City) to implement best practice strategies to reduce the number of persons killed and injured in crashes involving pedestrians and bicyclists.

This report comes to the City Council after this grant was submitted due to time constraints on the grant deadline.

20.1 DISCUSSION: Preliminary 2023 data reveals concerning trends in traffic safety for pedestrians and bicyclists traveling within the City. Compared to 2021 data, the number of victims of bicycle-involved injury crashes rose by 22%, and pedestrian-involved injury crashes increased by 37.5%. Of the 297 individuals involved in traffic-related crashes, 21% (60) were bicyclists, and 11% (33) were pedestrians. OTS consistently identifies the City as having significant challenges with pedestrian and bicyclist injuries and fatalities. With anticipated densification through new development projects and efforts to promote alternative transportation modes, such as biking and walking, these challenges are expected to continue.

In response, SCPD seeks to support best-practice strategies to reduce injuries and fatalities among pedestrians and bicyclists through safety education. To further the City's work around bicycle and pedestrian education and encouragement programs within schools and the community, within the OTS Pedestrian and Bicycle Safety Grant Summary Award, a predominant share of the grant funding is dedicated to providing:
 In-classroom education
 Field trips
 Group rides
 Bike repair clinics
 A community event to engage and educate students and the public about pedestrian and bike safety

The OTS Pedestrian and Bicycle Safety grant allows the City to subcontract with a vendor to provide programming to local schools and the community. Ecology Action is a Santa Cruz-based environmental non-profit specializing in active transportation and has four decades of experience delivering bicycle and pedestrian education programming throughout the region. The City has a long history of partnering with Ecology Action to realize its environmental and active transportation goals. Through previous work with the City and throughout the County of Santa Cruz, Ecology Action is intimately familiar with existing and proposed active transportation infrastructure and the riding and walking conditions specific to each school. As a local non-profit embedded in the community, Ecology Action also has long-standing relationships with local schools and staff. This enables them to successfully integrate pedestrian and bicycle safety programming as part of the standard school day and maximize student exposure.

Programming would be initiated in December of 2024 and continue through September 2025.

The remaining grant funds of $3,760 would be used to purchase safety equipment (bicycle helmets and bike lights) to distribute at no cost to students and community members.

Section 3.08.150 of the Purchasing Ordinance allows the Purchasing Manager to award a contract without competition when there is only one source for the required item/service. The SCPD lacks adequate staffing and expertise to implement a pedestrian and bicycle safety program successfully. Therefore, consultant support is recommended to deliver the goals outlined in the OTS grant award. Ecology Action is the only consultant with the necessary experience, local knowledge, specialized skill set, and staffing resources to deliver a varied pedestrian and bicycle safety program.

Typically, an RFP would be required before awarding a consultant contract of this scope.

However, staff are recommending Council approval for a single-source justified contract with Ecology Action due to their unique capabilities that stem from their prior experience developing the City’s Safe Routes to School Complete Streets Master Plan and the County’s Active

20.2 Transportation Plan along with their decades of experience delivering pedestrian and bicycle education programming throughout Central California. The proposed contract with Ecology Action provides all grant requirements, including project management and administration, without exceeding the grant funding. The Purchasing Manager concurs that Ecology Action is the only company able to provide pedestrian and bicycle safety programming.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION:

CEQA mandates environmental review for projects that may have significant environmental impacts. A "project" under CEQA is defined as an action with the potential to cause a direct or indirect physical change in the environment. OTS Pedestrian and Bicycle Safety Program grant funding does not propose or involve any physical development, land use changes, or other actions that would alter the physical environment. Therefore, the OTS grant does not meet the definition of a "project" under CEQA and is not subject to its environmental review requirements.

HEALTH IN ALL POLICIES (HiAP): The OTS Pedestrian and Bicycle Safety Program grant funding complements the City of Santa Cruz HiAP goals, which emphasize integrating health, well-being, equity, and sustainability into policymaking to create safer, more supportive communities. By allocating funding to support pedestrian and bicycle safety programs within schools and the community, the City promotes safer, more equitable, and accessible active transportation options.

FISCAL IMPACT:

1. The recommendation in this report impacts the General Fund: Yes

2. This recommendation requires a budget adjustment: Yes

3. The recommendation creates an on-going expenditure commitment: No FISCAL IMPACT DESCRIPTION: A total of $72,714 grant funds will be awarded, with no local match required.

Prepared By:

Catherine Brothers
Principal Management
Analyst
Submitted By:

Bernie Escalante
Chief of Police
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. RESOLUTION.DOC

2. BUDGET ADJUSTMENT.PDF

3. OTS PEDESTRIAN AND BICYCLE SAFETY GRANT SUMMARY AWARD.PDF

4. DRAFT PROFESSIONAL SERVICES AGREEMENT_ECOLOGY ACTION.DOCX

20.3 RESOLUTION NO. NSRESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CRUZ AUTHORIZING

THE ACCEPTANCE AND APPROPRIATION OF GRANT FUNDS IN THE AMOUNT OF $72,714 FROM THE STATE OF CALIFORNIA OFFICE OF TRAFFIC SAFETY WHEREAS, the Santa Cruz Police Department looks to leverage grant opportunities to provide financial resources to fund contractual services and for the procurement of necessary equipment to meet its goals; and
WHEREAS, the State of California Office of Traffic Safety has determined the City of Santa Cruz to be eligible for a grant funding allocation of $72,714 over a 12-month period, starting on October 1, 2024, and ending September 30, 2025, for pedestrian and bicycle safety programming; and
WHEREAS, the award will be used to fund pedestrian and bicycle safety programming, including but not limited to contractual services for the program, community education courses and presentations and events that promote the importance of visibility on roads with safety equipment ; and
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Santa Cruz hereby authorizes and directs the City Manager to accept the State of California Office of Traffic Safety (PS25023) grant funding and to execute in the name of the City of Santa Cruz all grant documents, in a form approved by the City Attorney, including but not limited to agreements, amendments and requests for payment, necessary to secure grant funds, appropriate grant funds, and implement the pedestrian and bicycle safety programming .

PASSED AND ADOPTED this 10th day of December, 2024, by the following vote:

AYES:

NOES:

ABSENT:

DISQUALIFIED:

APPROVED: ______________________________
Fred Keeley, Mayor
ATTEST: _________________________________
Bonnie Bush, City Clerk Administrator

20.4 20.5

20.6 20.7

20.8 20.9

20.10 20.11

20.12 20.13

20.14 20.15

20.16 20.17

20.18 20.19

20.20 20.21

20.22 20.23
City of Santa Cruz

BUDGET ADJUSTMENT REQUEST
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 Clear Form
2025
10/29/2024
OTS Pedestrian and Bicycle Grant PS25023
101-20-22-2103-43110 g202502-112-2121-0 Pedestrain and Bicycle Safety Grant FY25 72,714 72,714
101-20-22-2103-56960 g202502-100-2020-253 Loans and Grants 68,954 101-20-22-2103-54990 g202502-100-2020-0 Misc. Supplies 3,760 72,714
0 Catherine
Brothers
Digitally signed by
Catherine Brothers
Date: 2024.10.30
14:07:32 -07'00'
Bernie
Escalante
Digitally signed by
Bernie Escalante
Date: 2024.10.30
15:40:49 -07'00'
Emily
Burton
Digitally signed
by Emily Burton
Date: 2024.11.22
08:09:33 -08'00'
Elizabet
h Cabell
Digitally signed by
Elizabeth Cabell
Date: 2024.11.22
13:38:32 -08'00' 20.24
City of Santa Cruz Professional Services Agreement for OTS Pedestrian and Bicycle Safety Education December 2024 (Form Rev.01/24 ) Page 1
Professional Services Agreement With

ECOLOGY ACTION
For OTS PEDESTRIAN AND BICYCLE SAFETY EDUCATION
THIS AGREEMENT for professional services is made by and between the City of Santa Cruz (“City”) and Ecology Action (“Consultant”) (each is referred to individually as a “Party” and collectively, as the “Parties”) as of December 10, 2024 (the “Effective Date”).

NOW, THEREFORE, in consideration of each other’s mutual promises, the Parties hereto agree as follows:

SECTION 1: SCOPE OF WORK
Consultant will furnish services as defined and described in the Scope of Work, attached hereto as Exhibit A and incorporated herein.

SECTION 2: RESPONSIBILITIES OF CONSULTANT
All work performed by Consultant, or under Consultant’s direction, shall be rendered in accordance with the generally accepted practices, and to the standards of, Consultant's profession. Consultant represents and agrees that Consultant: (i) is fully experienced and properly qualified to perform the work and services provided for herein, (ii) has the financial capability required for the performance of the work and services, and (iii) is properly equipped and organized to perform the work and services in a competent, timely, and workmanlike/professional manner, in accordance with the requirements of this Agreement.

Consultant shall not undertake any work beyond the Scope of Work set forth in Exhibit A unless such additional work is approved in advance and in writing by City. The cost of such additional work shall be reimbursed to Consultant by City on the same basis as provided for in Section 4.

If, in performing the work, it is necessary to conduct field operations, security and safety of the job site will be the Consultant's responsibility excluding, the security and safety of any facility of City within the job site which is not under the Consultant's control.

Consultant shall meet with Chief Bernie Escalante, Director of the Police Department, hereinafter called "Director", or other designated and authorized City personnel, or third parties as necessary, on all matters connected with carrying out of Consultant’s services described in Exhibit A. Such meetings shall be held at the request of either Party. Review and City approval of completed work shall be obtained monthly, or at other intervals as may be mutually agreed upon during the course of this Agreement. Review, approval, or acceptance of Consultant’s work by City or others shall not relieve Consultant from responsibility for errors and omissions in Consultant’s work.

SECTION 3: RESPONSIBILITIES OF THE CITY
City shall make available to Consultant all necessary data and information in the City's possession and shall actively assist Consultant in obtaining such information from other agencies and individuals as needed. Consultant is entitled to reasonably rely upon the accuracy and completeness of such data and information, and Consultant shall provide City prompt written notice of any known defects in such data and information.

The Director may authorize a staff person to serve as his or her representative. The work in progress shall be reviewed at such intervals as may be mutually agreed upon between the Parties. The City will be the sole judge of acceptable work, provided that such approval will not be unreasonably withheld or delayed. If the work is not acceptable, City will inform Consultant of the changes or revisions necessary to secure approval.

20.25 City of Santa Cruz Professional Services Agreement for OTS Pedestrian and Bicycle Safety Education December 2024 (Form Rev.01/24 ) Page 2
SECTION 4: FEES AND PAYMENT
For services actually performed, the City will compensate Consultant at the rates set forth in the Fee Schedule detailed in Exhibit B and in accordance with the terms set forth therein. Payment for Consultant's services in carrying out the entire Scope of Work shall be made within the budget limit, or limits shown, upon Exhibit B.

Consultant agrees that the payments to Consultant specified in this Section 4 will constitute full and complete compensation for all obligations assumed by Consultant under this Agreement. Such payments shall be considered the full compensation for all personnel, materials, supplies, and equipment used by Consultant in the Scope of Work Where conflicts regarding compensation may occur, the provisions of this section apply.

Variations from the budget for each task which are justified by statements indicating personnel time expended and submittal of a revised budget are only allowed with prior City approval; however, in no event shall the total fee charged for the Scope of Work set forth in Exhibit A exceed the budget of $68,954.00 without advance written City authorization in the form of an amendment or change order.

Invoices shall detail the time worked by each class of employee on each task and the expenses incurred for which billing is made. Invoices shall indicate the percentage completion of each work task as identified in the Scope of Work in Exhibit A and the overall percentage of completion of the total required services. Unless otherwise specified in the fee schedule, payments shall be made monthly by the City within 30 days based on itemized invoices from the Consultant which list the actual costs and expenses.

All invoices shall contain the following affidavit signed by Consultant (if individual) or by an authorized representative of Consultant (if Consultant is an entity):
"I hereby certify [or as an authorized representative of Consultant] that the charge of (Insert invoice amount) as summarized above and shown in detail on the attachments is in accordance with the terms of Agreement dated (Insert Agreement Date), and has not been previously paid." This Agreement is contingent upon the appropriation of sufficient funding by the City for the services covered by this Agreement. If funding is reduced or deleted by the City for the services covered by this Agreement, the City has the option without penalty or liability to either terminate this Agreement or to offer an amendment to this Agreement indicating the reduced amount.

SECTION 5: TRAVEL REIMBURSEMENT POLICY
The City shall not be responsible for any travel, meal, or lodging reimbursements to Consultant and/or Consultant’s employees
SECTION 6: CHANGES IN WORK
City may negotiate changes in the Scope of Work. No changes in the Scope of Work shall be made without the written approval of City and Consultant. Any change requiring compensation in excess of the sum specified in Exhibit B shall be approved in advance in writing by the City. Only City’s authorized representative(s) is authorized to approve changes to this Agreement on behalf of City.

SECTION 7: TERM AND SCHEDULE
The term of this Agreement shall be for nine months beginning on the effective date of this Agreement and terminating on September 30, 2024. At the option of the City, this Agreement may be renewed annually under the same contractual terms and conditions by letter agreement.

20.26 City of Santa Cruz Professional Services Agreement for OTS Pedestrian and Bicycle Safety Education December 2024 (Form Rev.01/24 ) Page 3
Consultant shall begin work as specified in a written authorization (e.g., Notice to Proceed) to perform services. The written authorization to perform work shall not be issued until after this Agreement has been approved and authorized by the City.

The Work Schedule for completion of the work shall be as shown upon Exhibit C. In the event that major changes are ordered, the schedule for completion as stated in Exhibit C may be adjusted by City so as to allow Consultant a reasonable period of time within which to complete any additional work which may be required as a result of the ordered changes.

Neither party will be held responsible for delay or default caused by declared emergencies, natural disasters, or any Force Majeure event which is beyond the party's reasonable control. Consultant will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement.

The City reserves the right to obtain the item(s) and/or services covered by this Agreement from another source during any on-going suspension of service due to the circumstances outlined above.

Consultant acknowledges that it is necessary for Consultant to complete its work on or before the completion date set forth in Exhibit C in order to allow the City to achieve its objectives for entering into this Agreement. The Parties therefore agree that time is of the essence in the performance of this Agreement.

SECTION 8: TERMINATION
The City may terminate the Agreement for any reason by providing written notice to Consultant not less than 10 calendar days prior to an effective termination date.

The City may, at its option, allow Consultant to cure its failure to perform within 10 business days (or longer period authorized in writing by the City) from the date of the City’s termination notice. The termination shall be become effective if Consultant has not cured within the specified time period to the City’s satisfaction.

Consultant may terminate this Agreement for cause if the City fails to cure a material default in performance within a period of 30 calendar days (or such longer period agreed to by the Consultant), from the date of the Consultant’s written termination notice specifying the default in performance. Consultant must provide a written notice of termination to the City not less than 30 calendar days of the effective termination date.

Upon notice of termination by either the City or Consultant, the Consultant will immediately act to not incur any additional obligations, costs or expenses, except as may be reasonably necessary to terminate its activities. The City’s only obligation to the Consultant will be just and equitable payment for services authorized by, and received to the satisfaction of, the City up to and including the effective date of termination less any amounts withheld. All finished or unfinished work or documents procured or produced under the Agreement will become property of the City upon the termination date. In the event of Consultant’s failure to perform pursuant to the Agreement, the City reserves the right to obtain services elsewhere and Consultant will be liable for the difference between the prices set forth in the terminated Agreement and the actual cost to the City. Termination of the Agreement pursuant to this paragraph shall not relieve the Consultant of any liability to City for additional costs, expenses, or damages sustained by City due to failure of the Consultant to perform pursuant to the Agreement. City may withhold any payments to Consultant for the purpose of set-off until such time as the exact amount of damages due City from Consultant is determined. After the effective date of termination, Consultant will have no further claims against the City under the Agreement. No other compensation will be payable for anticipated profit on unperformed services.

SECTION 9: INSURANCE

20.27 City of Santa Cruz Professional Services Agreement for OTS Pedestrian and Bicycle Safety Education December 2024 (Form Rev.01/24 ) Page 4
Prior to the beginning of and throughout the duration of the Agreement, Consultant will maintain and comply with the Insurance Requirements as set forth in Exhibit D. Consultant will insure the City against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder. The insurance coverages required shall not in any way limit the liability of the Consultant.

SECTION 10: INDEMNIFICATION
Consultant agrees, to the fullest extent permitted by law, to indemnify, defend, and hold harmless the City, its officials, officers, employees, agents, and volunteers (collectively, “Indemnitees”) from and against any and all liability, claim, action, loss, injury, damage, judgment, or expense, including attorneys’ fees and costs (“Losses”) caused by or resulting from the negligence, recklessness, or willful misconduct of Consultant, Consultant’s officers, employees, agents, or subcontractors in any way related to this Agreement. Consultant’s duty to indemnify and hold harmless Indemnitees shall not apply to the extent such Losses are caused by the sole or active negligence or willful misconduct of Indemnitees. Consultant’s obligation to defend shall arise regardless of any claim or assertion that Indemnitees caused or contributed to the Losses.

In the event this Agreement involves the performance of design professional services by Consultant, Consultant’s officers, employees, agents, or subcontractors, Consultant’s costs to defend Indemnitees shall not exceed the Consultant’s proportionate percentage of fault per Civil Code §2782.8. This section shall survive the termination or expiration of this Agreement.

SECTION 11: EQUAL EMPLOYMENT OPPORTUNITY/NON-DISCRIMINATION POLICIES City’s policies promote a working environment free from abusive conduct, discrimination, harassment, and retaliation; and require equal opportunity in employment for all regardless of race, religious creed (including religious dress and grooming practices), color, national origin (including language use restrictions), ancestry, religion, disability (mental and physical), medical condition, sex, gender (including gender identity and gender expression), physical characteristics, marital status, age, sexual orientation, genetic information (including family health history and genetic test results), organizational affiliation, and military or veteran status, or any other consideration made unlawful by local, State or Federal law. City requires Consultant to comply with all applicable Federal and State and local equal employment opportunity laws and regulations, and Consultant is responsible for ensuring that effective policies and procedures concerning the prevention of abusive conduct, discrimination, harassment, and retaliation exist in Consultant’s business organization. The City’s current Equal Employment Opportunity and Non-Discrimination policies to which this Section applies may be viewed at http://www.codepublishing.com/CA/SantaCruz/?SantaCruz09/SantaCruz0983.html and http://www.cityofsantacruz.com/home/showdocument?id=59192.

SECTION 12: LEGAL ACTION/ATTORNEYS’ FEES
If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief. The laws of the State of California, with jurisdiction in the Santa Cruz County Superior Court, shall govern all matters relating to the validity, interpretation, and effect of this Agreement and any authorized or alleged changes, the performance of any of its terms, as well as the rights and obligations of Consultant and the City.

SECTION 13: AMENDMENTS
This Agreement may not be amended in any respect except by way of a written instrument which expressly references and identifies this particular Agreement, which expressly states that its purpose is to amend this particular Agreement, and which is duly executed by the City and Consultant. Consultant acknowledges that no such amendment shall be effective until approved and authorized by the City’s authorized representative. No representative of the City is authorized to obligate the City to pay the cost or value of services beyond the scope of services set forth in Exhibit A.

20.28 City of Santa Cruz Professional Services Agreement for OTS Pedestrian and Bicycle Safety Education December 2024 (Form Rev.01/24 ) Page 5
Such authority is retained solely by the City Manager, Director, or their designee. Unless expressly authorized by the City Manager or Director, Consultant’s compensation shall be limited to that set forth in Exhibit B, Fee Schedule.

SECTION 14: MISCELLANEOUS PROVISIONS

1. Project Manager/Key Staff. Director reserves the right to evaluate and confer with Consultant regarding the project manager or other key staff assigned by Consultant to perform the work under this Agreement. Consultant shall replace the project manager or key staff upon Director’s request due to Director’s concern about their performance.

Otherwise, no change in assignment by the Consultant may occur without prior written approval of the City.

2. Consultant Services Only. Consultant is employed to render professional services only and any payments made to Consultant are compensation solely for such professional services.

3. Independent Contractor. In the performance of this Agreement, it is expressly understood that Consultant, including each of Consultant’s employees, agents, subcontractors or others under Consultant’s supervision or control, is an independent contractor solely responsible for its own acts and omissions, and shall not be considered an employee of the City for any purpose. Consultant agrees to indemnify, defend and hold harmless the City, its officials, officers, employees, and agents against any claim or liability, including attorneys’ fees and costs, arising in any manner related to this Agreement that an employee, agent or others under Consultant’s supervision or control was misclassified.

In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

4. Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

5. Subcontractors. Consultant shall obtain prior approval of the City prior to subcontracting of any work pursuant to this Agreement. If at any time, the City determines any subcontractor is incompetent or unqualified, Consultant will be notified and will be expected to immediately cancel the subcontract. Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements stated herein, including naming the City of Santa Cruz, its officers, officials, employees, agents, and volunteers as additional insureds. Any modification to the insurance requirements for subcontractors must be agreed to by the City in writing.

Consultant shall be as fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors or subconsultants, and of persons either directly or indirectly employed by them, or acting on Consultant’s behalf pursuant to this Agreement, as it is for the acts and omissions of persons directly employed by Consultant. Consultant’s obligation to pay its subconsultants is an independent obligation from the City’s obligation to make payments to the Consultant.

6. Assignment. This Agreement shall not be assigned without first obtaining the express written consent of the Director or after approval of the City Council. Neither party may assign this Agreement unless this Agreement is amended in accordance with its terms.

7. Conflicts of Interest. Consultant agrees to comply with conflict of interest laws in performing the work and services under this Agreement. Consultant covenants (on behalf of Consultant and Consultant’s employees, agents,

20.29 City of Santa Cruz Professional Services Agreement for OTS Pedestrian and Bicycle Safety Education December 2024 (Form Rev.01/24 ) Page 6
representatives, and subcontractors) that there is no direct or indirect interest, financial or otherwise, which would conflict in any manner or degree with the performance of services required under this Agreement. Consultant acknowledges and agrees to comply with applicable provisions of conflict of interest law and regulations, including the CA Political Reform Act, Sections 1090 and 87100 of the Government Code, and the City’s conflict of interest code. Consultant will immediately advise City if Consultant learns of a conflicting financial interest of Consultant during the term of this Agreement.

8. City Property. The work, or any portion, of Consultant in performing this Agreement shall become the property of City. The Consultant may be permitted to retain copies of such work for information and reference in connection only with the provision of services for the City. All materials and work product, whether finished or unfinished, shall be delivered to City upon completion of contract services or termination of this Agreement for any reason.

Consultant acknowledges and agrees that the work product shall be considered a work made for hire within the meaning of the patent and copyright laws of the United States; and Consultant agrees that all copyrights which arise from creation of project-related documents and materials pursuant to this Agreement shall be vested in the City and Consultant waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. Any work product related to this Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to any third party, except by agreement in writing by the City, or except as otherwise provided herein.

Consultant’s final deliverables shall comply with Section 508 (29 U.S.C. Section 794d) accessibility requirements, as applicable.

11. Consultant's Records/Audits. Consultant shall maintain accurate accounting records and other written documentation pertaining to the costs incurred relating to this Agreement for examination and audit by the City, State, or federal government, as applicable, in compliance with Gov. Code §8546.7 for a contract in excess of $10,000, or in compliance with other applicable federal laws (e.g. 48 CFR 31) or regulations for a period of three (3) years from: the date of the final City payment for Consultant's services, or from the date of final disposition of real property or equipment acquired with federal funds, or date of the termination of this Agreement, whichever is later. If Consultant engages a subcontractor to perform work related to this Agreement with a cost of $10,000 or more over a 12-month period, such subcontract shall contain these same requirements. This provision shall survive the termination of this Agreement.

12. California Public Records Act. City is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Consultant’s proprietary information is contained in documents or information submitted to City, and Consultant claims that such information falls within one or more CPRA exemptions, Consultant must clearly mark such information “Confidential and Proprietary,” and identify the specific lines containing the information. In the event of a request for such information, City will make best efforts to provide notice to Consultant prior to such disclosure. If Consultant contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief, or other appropriate remedy from a court of law in Santa Cruz County before the City is required to respond to the CPRA request. If Consultant fails to obtain such remedy within the time the City is required to respond to the CPRA request, City may disclose the requested information without any liability. Consultant further agrees that it shall defend, indemnify and hold City harmless against any claim, action or litigation (including but not limited to all judgments, costs, and attorney’s fees) that may result from denial by City of a CPRA request for information arising from any representation, or any action (or inaction), by the Consultant.

13. Compliance with Laws. All activities of Consultant, its employees, subcontractors and/or agents will be carried out in compliance with all applicable federal, state, and local laws and regulations. Consultant further agrees to comply with the covenant of good faith and fair dealing and other provisions of Santa Cruz Municipal Ordinance chapter 3.09, or otherwise Consultant may be subject to penalties including being declared an irresponsible contractor.

20.30 City of Santa Cruz Professional Services Agreement for OTS Pedestrian and Bicycle Safety Education December 2024 (Form Rev.01/24 ) Page 7

14. Licensure. Consultant agrees that Consultant, its subcontractors and/or agents (if any) has/have complied with all applicable federal, state, and local licensing requirements and agrees to provide proof of a current City of Santa Cruz Business Tax Certificate if:
 Consultant, its subcontractor(s) and agent(s) or its business is/are located in the City of Santa Cruz;  Will perform actual work in the City of Santa Cruz for 6 or more days annually; or  Will use company vehicles to deliver within the City of Santa Cruz for 6 or more days annually.

For additional information and licensing requirements, view the City’s Business Licenses and Permits webpage or call the Revenue and Taxation division at 831/420-5070.

15. Living Wage. Every contract for services to the City for $10,000 or more, is subject to City of Santa Cruz Living Wage Ordinance number 2000-25. If applicable, Consultant agrees to comply with the requirements of the Living Wage ordinance as provided in Santa Cruz Municipal Code Chapter 5.10.

16. Dispute Resolution. The Parties agree to attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement. Either party may initiate negotiations by providing written notice in letter form to the other party, setting forth the subject of the dispute and the relief requested.

Promptly upon such notification, the Parties shall meet at a mutually agreeable time and place in order to exchange relevant information and perspective, and to attempt to resolve the dispute. In the event that no resolution is achieved, and if, but only if, the parties mutually agree, then prior to pursuing formal legal action, the parties shall make a good faith effort to resolve the dispute by non-binding mediation or negotiations between representatives with decision-making power, who, to the extent possible, shall not have had substantive involvement in the matters of the dispute. To the extent that the dispute involves or relates to a public works project, the Parties agree to attempt to resolve the dispute by complying with the claims process as set forth in Public Contract Code sections 9204(e), 20104-20104.6, but without waiving the requirements of the California Tort Claims Act, Gov’t Code section 800 et seq. unless otherwise agreed to by the Parties.

17. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligation hereunder to the extent that the performance of any such obligation is prevented or delayed by an act of God, natural disaster, pandemic, acts of terrorism, war, a strike, lockout or other labor difficulty, or other peril, which is beyond the reasonable control of the affected party and without the negligence of the respective Parties. Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or prevent performance of the services under this Agreement. Each Party will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, the only remedy is that there may be an equitable adjustment of the schedule based on City’s sole discretion.

18. Complete Agreement. This Agreement, along with any attachments, is the full and complete integration of the Parties’ agreement with respect to the matters addressed herein, and that this Agreement supersedes any previous written or oral agreements between the Parties with respect to the matters addressed herein. Unless otherwise stated, to the extent there is any conflict between this Agreement and any other agreement (written or oral), the terms of this Agreement shall control.

19. Severability. The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the other provisions unenforceable, invalid or illegal.

20. Waiver. Waiver by any party of any portion of this Agreement shall not constitute a waiver of the same or any other portion hereof.

21. Governing Law. This Agreement shall be governed by and interpreted in accordance with California law.

20.31 City of Santa Cruz Professional Services Agreement for OTS Pedestrian and Bicycle Safety Education December 2024 (Form Rev.01/24 ) Page 8

22. Contract Interpretation. Each party acknowledges that it has reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

23. MacBride Principles/Peace Charter. City of Santa Cruz Resolution NS-19,378 (7/24/90) encourages all companies doing business in Northern Ireland to abide by the MacBride Principles and Peace Charter.

24. Notices. If either party shall desire or is required to give notice to the other such notice shall be given in writing, via email, and concurrently delivered by: (a) personal delivery, in which case notice is effective upon delivery; (b) overnight courier (i.e., Federal Express) with charges prepaid or charged to the sender’s account, in which case notice is effective when delivered; (c) priority U.S. Mail, in which case notice shall be deemed delivered on the second business day after the deposit thereof with the U.S. Postal Service. Notices shall be addressed to recipient as follows:

To CITY:

Police Department
Lt. Wes Morey
155 Center Street
Santa Cruz, CA 95060
[email protected]
(831)420-5818
To CONSULTANT:

Ecology Action
Name
877 Cedar Street, Suite 240
Santa Cruz, CA 95060
Email
phone
Changes to the above information shall be given to the other party in writing ten (10) business days before the change is effective.

25. Counterparts. The Parties may execute this Agreement in two or more counterparts, which shall, in the aggregate, be deemed an original but all of which, together, shall constitute one and the same instrument. A scanned, electronic, facsimile or other copy of a party’s signature shall be accepted and valid as an original.

26. Warranty of Authority. The signatories to this Agreement warrant and represent that each is authorized to execute this Agreement and that their respective signatures serve to legally obligate their respective representatives, agents, successors and assigns to comply with the provisions of this Agreement.

20.32 City of Santa Cruz Professional Services Agreement for OTS Pedestrian and Bicycle Safety Education December 2024 (Form Rev.01/24 ) Page 9
Approved As To Form:

By: ______________________________ Date: __________________ Office of the City Attorney

CITY OF SANTA CRUZ
By: ______________________________ Date: __________________ Matt Huffaker
City Manager

CONSULTANT
By: ______________________________ Date: __________________ Printed: ___________________________ Title: __________________ By: ______________________________ Date: __________________ Printed: ___________________________ Title: __________________

20.33 City of Santa Cruz Professional Services Agreement for OTS Pedestrian and Bicycle Safety Education December 2024 (Form Rev.01/24 ) Page 10
EXHIBIT A: SCOPE OF WORK
A. Walk Safe Classroom: The Walk Safe classroom presentation introduces the “Stop, Look, and Listen” streetcrossing method, typically lasting 45-60 minutes. Staff members administer a bilingual (English/Spanish) preprogram quiz to gauge students’ knowledge and then use a variety of techniques (discussion, demonstration, brainstorming, media, etc.)
# Events: 8
B. Walk Safe Walking Field Trip: Students practice stopping, looking both ways and crossing the street independently and safely. The WFT is typically conducted off-campus in the school’s neighborhood. Parents, local law enforcement, and public works staff are invited to join. The walk begins in the classroom, where our instructors review critical pedestrian safety tips and field trip rules. Students are divided into two smaller groups to keep a student-to-instructor ratio at approximately 5:1 and issued brightly colored safety vests before heading off campus. During the walk, they engage in actively observing their surroundings and developing safe walking practices while learning about driveways, parked cars, mid-block crossings, traffic signs and signals, and more. # Events: 8
C. Bike Safe Presentation: The one-hour Bike Safe presentation (delivered in an assembly format or the classroom, depending on the school choice) uses a variety of media—live demonstrations, custom-created animations, videos, and participatory discussion—to teach safety behavior to students. The Bike Safe presentation provides in-depth training on the following four critical components of bicycle safety: being prepared, being visible, being predictable, and being alert. Students are asked to complete pre- and post-program quizzes to assess learning. Our program evaluations show that our trainings improve students’ and parents’ knowledge, skills, and attitudes. The results of our surveys and evaluations are included in our program reporting. Followed at a later time with a bicycle rodeo.
# Events: 8
D. Bake Safe Rodeo: The rodeos are fun and engaging, and allow students to practice important road safety skills. Unlike other rodeo programs, Bike Safe works with one class for an approximately 2-hour time slot and further divides the class so that ~15 students can ride the rodeo course at a time. This guarantees experiential learning, and with a 5:1 ratio of students to instructors and 45 minutes on a bike, students receive individualized coaching. Students practice riding in a straight line, avoiding objects in the path, riding on the right side of the road, doing shoulder checks, crossing railroad tracks, making turns, traveling straight through an intersection, navigating traffic conflicts at intersections, being aware of cars and distracted drivers, using hand signals, and using other communication techniques.
# Events: 8
E. Middle School Bike Assembly: The one-hour middle school Bike Safe assembly uses a variety of media— live demonstrations, custom-created animations, videos, and participatory discussion—to teach safety behavior to students. The Bike Safe presentation provides in-depth training on the following four critical components of bicycle safety: being prepared, being visible, being predictable, and being alert. Our program evaluations show that our trainings improve students’ and parents’ knowledge, skills, and attitudes. # Events: 4
F. Group Rides – Middle and High School: The group ride will teach students about bike safety and offer beginner-friendly opportunities to explore safe neighborhood routes while practicing being comfortable with street riding. Bike safety equipment and helmets will be provided to students who need them. Groups are divided into smaller groups to keep a ratio of 2 staff to each 10-12 students. # Events: 2

20.34 City of Santa Cruz Professional Services Agreement for OTS Pedestrian and Bicycle Safety Education December 2024 (Form Rev.01/24 ) Page 11
G. Bike Repair Clinic for Teens: To ensure students are riding safe and operable bikes, these events will offer free bike mechanic checks, basic repair, and instruction on bike checks and flat tire repair. It will be presented at the afterschool program and Boy/Girls Club.
# Events: 2
H. Bike Fest: A community outreach event to engage with adults and minors within the community. Bike Fest is a free public event. Bike Fest activities include instruction on safe bicycle operation, rules of the road, safe best practices, and free bike repair/maintenance. Bike helmets, custom helmet fittings, and safety items will be provided to community members at no cost to those in need. # Events: 1

20.35 City of Santa Cruz Professional Services Agreement for OTS Pedestrian and Bicycle Safety Education December 2024 (Form Rev.01/24 ) Page 12
EXHIBIT B: FEE SCHEDULE
A. Walk Safe Classroom:
# Events: 8
Cost per Event: $833
Total Cost: $6,664
B. Walk Safe Walking Field Trip:
# Events: 8
Cost per Event: $1,439
Total Cost: $11,512
C. Bike Safe Presentation:
# Events: 8
Cost per Event: $833
Total Cost: $6,664
D. Bake Safe Rodeo:
# Events: 8
Cost per Event: $1,779
Total Cost: $14,232
E. Middle School Bike Assembly:
# Events: 4
Cost per Event: $1,666
Total Cost: $6,664
F. Group Rides – Middle and High School:
# Events: 2
Cost per Event: $3,482
Total Cost: $6,964
G. Bike Repair Clinic for Teens:
# Events: 2
Cost per Event: $3,852
Total Cost: $7,704
H. Bike Fest:
# Events: 1
Cost per Event: $8,550
Total Cost: $8,550
Total Cost: $68,954

20.36 City of Santa Cruz Professional Services Agreement for OTS Pedestrian and Bicycle Safety Education December 2024 (Form Rev.01/24 ) Page 13
EXHIBIT C: WORK SCHEDULE
[Fill in individually for each agreement or insert from Consultant’s proposal.]

20.37 City of Santa Cruz Professional Services Agreement for OTS Pedestrian and Bicycle Safety Education December 2024 (Form Rev.01/24 ) Page 14
EXHIBIT D: INSURANCE REQUIREMENTS
Consultant shall procure and maintain insurance against claims for injuries to persons or damages to property and otherwise which may arise from or in connection with the performance of the work under this Agreement and the results of that work by Consultant, its agents, representatives, employees, or subcontractors.

A. CERTIFICATE REQUIREMENTS
The City will be issued a Certificate of Insurance (a Memorandum of Understanding will not be accepted) with the following minimum requirements:
 Certificate(s) will show current policy number(s) and effective dates,  Coverage and policy limits will meet, or exceed, requirements below,  The Certificate Holder will be City of Santa Cruz, Risk Management, 1200 Pacific Ave., Suite 290, Santa Cruz, CA 95060,
 Certificate will be signed by an authorized representative,  An endorsement, if required below, will be provided to show the City, its officers, officials, employees, and volunteers as additional insureds, and
 Coverages must be maintained during the term of the Agreement with the City, unless a longer duration is required as specified below.

B. MINIMUM SCOPE AND LIMITS OF INSURANCE
Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. If Consultant maintains broader insurance coverage and/or higher limits than the minimums shown below, the City of Santa Cruz requires and shall be entitled to the broader insurance coverage and/or higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Cruz.

Coverage will be at least as broad as:
 COMMERCIAL GENERAL LIABILITY (CGL): $1,000,000 PER OCCURRENCE; $2,000,000 AGGREGATE Proof of coverage for $1 Million per occurrence and $2 Million in the aggregate including products and completed operations, property damage, bodily injury, personal and advertising injury will be provided on Insurance Services Office (ISO) Form CG 00 01 covering CGL.  PROFESSIONAL LIABILITY (ERRORS AND OMISSIONS): $2,000,000 PER OCCURRENCE OR CLAIM, $2,000,000 AGGREGATE.

Consultant will maintain insurance appropriate to Consultant’s profession; with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after date of completion of the services under this Agreement. If coverage is canceled or non-renewed and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date or start of work date, Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the contract of work.
 AUTOMOBILE LIABILITY:

Proof of coverage for $1,000,000 provided on ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non-owned autos (Code 9), per accident for bodily injury and property damage.
 WORKERS’ COMPENSATION AS REQUIRED BY THE STATE OF CALIFORNIA, WITH STATUTORY LIMITS, AND EMPLOYER’S LIABILITY INSURANCE: $1,000,000 per accident for bodily injury or disease.

20.38 City of Santa Cruz Professional Services Agreement for OTS Pedestrian and Bicycle Safety Education December 2024 (Form Rev.01/24 ) Page 15
The Worker’s Compensation policy must be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant and its employees. (Not required if Consultant provides written verification it has no employees) - If Consultant has no employees, Consultant shall complete and sign a Workers’ Compensation Exemption Declaration and Release of Liability.

OTHER INSURANCE PROVISIONS
The insurance policies are to comply with the following provisions:
 ADDITIONAL INSURED STATUS
The City, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations, products and completed operations. General liability coverage will be provided in the form of an endorsement to Consultant’s insurance at least as broad as ISO Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 (if a later edition is used).
o PRIMARY COVERAGE
For any claims related to this Agreement, Consultant’s and all subcontractor’s insurance coverage will be primary and non-contributory as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers will be excess of Consultant’s and all subcontractor’s insurance and will not contribute with it.
 NOTICE OF CANCELLATION
Each insurance policy required above shall state that the coverage shall not be canceled, except with notice to the City.
 WAIVER OF SUBROGATION
Consultant hereby grants to the City a waiver of any right to subrogation, except as otherwise not applicable, which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss, including attorney’s fees under such insurance. Consultant agrees to obtain any endorsement that may be necessary to effectuate this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.  EXCESS LIABILITY/UMBRELLA INSURANCE POLICIES
Consultant may use excess liability/umbrella policies to meet the required liability limits on the condition that they provide all of the insurance coverages required herein, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The excess liability/umbrella insurance policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying CGL insurance. No insurance policies maintained by the additional insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant’s primary and excess liability policies are exhausted.  DURATION OF COVERAGE
CGL & Excess Liability/Umbrella policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed

20.39 City of Santa Cruz Professional Services Agreement for OTS Pedestrian and Bicycle Safety Education December 2024 (Form Rev.01/24 ) Page 16
Operations liability coverage. Such Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the contract of work.  SELF-INSURED RETENTIONS (SIR)
Self-insured retentions must be declared to and approved by the City. City may require Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related expenses.

The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
 ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII, unless otherwise acceptable to the City.
 CLAIMS MADE POLICIES
If any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.  VERIFICATION OF COVERAGE
Consultant will furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy (and CPL, automobile and any Excess Liability/Umbrella policies, as applicable) listing all policy endorsements to be approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning will not waive the Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

C. SUBCONTRACTORS
Consultant shall include their subcontractor(s) as additional insured(s) under the policies or shall furnish separate certificates and endorsements for each contractor and subcontractor. Consultant shall require and verify that all contractors and subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City, its officers, officials, employees, agents, and volunteers are named as additional insureds on insurance required from its contractor(s) and subcontractor(s).

D. SPECIAL RISKS/CIRCUMSTANCES
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances and provide notice to Consultant.

20.40 City Council

AGENDA REPORT
DATE: 11/21/2024
AGENDA OF: 12/10/2024
DEPARTMENT: Public Works
SUBJECT: 141 Archer Drive Retaining Wall Reconstruction Project (g402402) – Notice of Completion (PW)
RECOMMENDATION: Motion to accept the work of Jeff Hill & Sons Excavation and Grading Inc., (Ben Lomond, CA) for the 141 Archer Drive Retaining Wall Reconstruction Project (g402402) as completed per the plans and specifications and authorize the filing of the Notice of Completion.

BACKGROUND: At its March 26, 2024 meeting, City Council approved the plans and specifications for the 141 Archer Drive Retaining Wall Reconstruction Project and authorized staff to advertise for bids, and directed the City Manager to execute the contract in a form approved by the City Attorney.

On May 7, 2024, the project bids were opened and subsequently awarded to the lowest responsive and responsible bidder Jeff Hill & Sons Excavation and Grading Inc. in the amount of $350,834. At its September 24, 2024 meeting, City Council approved a budget adjustment in the amount of $359,926 to address change orders due to unforeseen site conditions.

DISCUSSION: The 141 Archer Drive Retaining Wall Reconstruction project consisted of replacing the failed retaining wall with a 14-foot high and 108-foot long timber lagging retaining wall. The project also included tree removal, fencing, improved drainage and erosion control at 141 Archer Drive and within the City right-of-way along Bay Street.

The project construction was managed and inspected by City staff and was completed in accordance with the plans and specifications. Staff recommends accepting the work of Jeff Hill & Sons Excavation and Grading Inc. and authorizing the filing of the Notice of Completion for 141 Archer Drive Retaining Wall Reconstruction Project.

The project was funded by a US Department of Agriculture, Natural Resource Conservation Service (NCRS) grant and the property owner. Once the project is closed out with NCRS, staff will apply for a California Office of Emergency Services grant which may reimburse up to 75% of the remaining property owner cost.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: The project was found to be exempt (Ministerial Sec. 21080(b)(1); 15268) and a Notice of Exemption was filed by the County Clerk of Santa Cruz County January 29, 2024.

21.1 HEALTH IN ALL POLICIES (HiAP): The project aligns with the City’s HiAP by positively impacting the CORE condition of Healthy Environments, Natural and Built, by protecting and repairing a vulnerable hillside, reducing future risk of landslide damage to a City roadway private residence, and provide lasting protection to a vulnerable area that is directly adjacent to Bay Creek waterway and riparian corridor.

FISCAL IMPACT:

1. The recommendation in this report impacts the General Fund: No

2. This recommendation requires a budget adjustment: No

3. The recommendation creates an on-going expenditure commitment: No FISCAL IMPACT DESCRIPTION: The project g402402 was completed within budget, at a total construction cost of $710,760. There is no impact to the General Fund.

Prepared By:

Kevin Crossley
Assistant Director/City
Engineer
Submitted By:

Nathan Nguyen, P.E.

Director of Public Works
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. NOTICE OF COMPLETION.DOCX

21.2 Notice of Completion (Revised Oct 2021)
(Space above for Recorder’s use only)
This instrument is being recorded for the benefit of the City of Santa Cruz.

No recording fee is required pursuant to Government Code § 27383.

NOTICE OF COMPLETION
(CA Civil Code Sections 8102 and 9204)
NOTICE IS HEREBY GIVEN THAT:

The undersigned is an authorized representative of the owner of the interest or estate stated below.

1. The Owner’s Name and Address. The Project owner is the City of Santa Cruz, a municipal corporation (the “City”). The City’s mailing address is 809 Center Street, Santa Cruz, California 95060. The City of Santa Cruz has the following interest in the subject Property described below: City Right-Of-Way

2. Project Title and Number. The full name of the work of improvement/public works project (the “Project”) which is the subject of this Notice of Completion is: Retaining Wall Reconstruction Project – 141 Archer Drive (g402402)

3. Nature of Work Performed on the Property or Materials Furnished for the City. The Project consisted of work described as: Replacement of a failed wooden retaining wall with a 14-foot high, 108-foot long timber lagging retaining wall. Other improvements include fencing, storm drains and erosion control.

4. The general site location description or address (the “Property”) of the public improvement is located at 141 Archer Drive and along the Bay Street City Right-of Way.

1. Name and Address of Contractor. The Contractor on the Project is: Jeff Hill& Sons, Excavation and Grading Inc., PO Box 434, Ben Lomond, CA 95005

2. Date of Completion. The Project on the Property was completed on: November 8, 2024

3. The filing of this Notice of Completion was authorized by the Santa Cruz City Council Minute Order on Tuesday, December 10, 2024
DATE: ___________________
Nathan Nguyen
Director of Public Works, City of Santa Cruz

VERIFICATION FOR THE CITY OF SANTA CRUZ
RECORDED AT THE REQUEST OF:

City of Santa Cruz, Public Works
Attn: Christophe Schneiter
WHEN RECORDED MAIL TO:

City Clerk’s Department
809 Center Street, Room 9
Santa Cruz, CA 95060

21.3 Notice of Completion (Revised Oct 2021)
I have read the foregoing Notice of Completion and know the contents thereof, and I certify that the same is true of my own knowledge, except as to those matters which are therein stated upon my information or belief, and as to those matters, I believe it to be true. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Executed on November 27, 2024, at Santa Cruz, CA
Nathan Nguyen
Director of Public Works, City of Santa Cruz

21.4 Notice of Completion (Revised Oct 2021)

PROOF OF SERVICE DECLARATION
(California Civil Code § 8118)
I, Christophe Schneiter, declare that I served copies of the above NOTICE OF COMPLETION on the interested parties, in the manner and at the date and place set forth below (Check One):

Direct Contractor: Jeff Hill & Sons Excavation and Grading, Inc.

PO Box 434
Ben Lomond, CA 95005
☒ REGISTERED, CERTIFIED, OR EXPRESS MAIL: by placing the Notice in a sealed envelope with postage fully prepaid and depositing the envelope in the United States mail by registered, certified, or express mail. Documentation of such service is attached herein. ☐ OVERNIGHT DELIVERY: by causing the Notice to be picked up for overnight delivery by an express service carrier. Documentation of such service is attached herein. ☐ PERSONAL DELIVERY: by causing the Notice to be personally delivered to each of the addresses above stated on the date below.
☐ CODE OF CIV. PROC. § 415.20: by leaving the Notice and mailing a copy of the Notice in the manner provided under California Code of Civil Procedure § 415.20 for service of a summons and complaint in a civil action.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Executed on November 27, 2024, at Santa Cruz, California.

Christophe Schneiter

21.5 City Council

AGENDA REPORT
DATE: 11/21/2024
AGENDA OF: 12/10/2024
DEPARTMENT: Public Works
SUBJECT: Wastewater Treatment Facility Standby Generator #1 Replacement (PW) RECOMMENDATION: Motion to:
1) Ratify a purchase of a 1,100 KW Standby Generator from Turnkey Industries, 2025 Nichols Avenue, Dickenson, TX 77539, in the amount of $611,417.50; 2) Ratify a source contract for generator electrical design and installation services in the amount of $351,628.00 from Cupertino Electric Inc, San Jose, CA.; and 3) Find the project Categorically Exempt under CEQA Guidelines 14 CCR section 15301(c).

BACKGROUND: The Wastewater Treatment Facility (WWTF) provides secondary treatment of wastewater flows from the City of Santa Cruz (City) and the Santa Cruz County Sanitation District (SCCSD). The plant operates 24/7 with a capacity of 17 million gallons per day in dry weather and 80 million gallons per day in wet weather. Plant equipment is powered by electricity provided by CCC / PGE and electricity generated onsite from methane gas captured in the solid digestion process.

DISCUSSION: The WWTF cannot stop operation when utility power goes out. Standby electrical power is provided by 3 standby generators and 2 cogeneration engines. Standby Generator #1 is powered by a 1965 Waukesha diesel engine. Replacement parts are no longer available. The controls are outdated and unsupported. Load tests showed this generator becomes unstable approaching full load needed to provide the power required for plant operation under high flow conditions.

The electrical distribution system at the WWTF has been identified as having both high risk of failure and high consequence of failure. A project to design and replace the electrical distribution system will replace the entire system of standby generation but will not be in place for several years of design and construction. The WWTF needs a replacement generator to provide emergency power immediately until the new electrical distribution system is in place. The best solution is to buy a fully contained trailer mounted standby generator for direct connection to Switch Gear #2. The new generator will provide standby power to the effluent pump station, administration building, solids dewatering building, and primary sedimentation process at the WWTF.

22.1 A sole source contract with Cupertino Electric is recommended to provide design and installation services as a follow-up service to work they recently completed at Switch Gear #2. In the previous work, they produced stamped engineering drawings incorporating technical knowledge that this work will build upon.

The selected standby generator was competitively bid and was the lowest cost generator out of 4 bids with the shortest lead time.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: This project is determined to be exempt from further environmental review based on the existing facilities Categorical Exemption in CEQA Guidelines 14 CCR section 15301(c) (Class 1 categorical exemption). A Notice of Exemption will be filed following City Council approval.

HEALTH IN ALL POLICIES (HiAP): This project promotes the Health in All Policies Conditions of Health and Wellness and Healthy Environments: The Wastewater Treatment Facility operation safeguards public health and environmental health by treating wastewater for ocean discharge in compliance with all regulatory standards and by augmenting water supply by providing a source for recycled water.

FISCAL IMPACT:

1. The recommendation in this report impacts the General Fund: No

2. This recommendation requires a budget adjustment: No

3. The recommendation creates an on-going expenditure commitment: No FISCAL IMPACT DESCRIPTION: Funds are available in the Public Works Wastewater Enterprise Fund 721 FY 2025 capital investment program (CIP) project WWTF-Electrical System (C401405) for this purchase. The Santa Cruz County Sanitation District will pay 8/17 of this cost based on wastewater treatment facility capacity dedicated to the SCCSD. There is no impact to the General Fund.

Prepared By:

Anne Hogan
Wastewater System Manager
Submitted By:

Nathan Nguyen, P.E.

Director of Public Works
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. QUOTES.PDF

22.2 Vendor TurnKey Industries Peterson (CAT) Generac Cummins Model Name
Tecnogen
VO1250FQ-30
Diesel Power
Module (Trailer
Mounted)
CAT Model
XQ1140, EPA Tier 4
Generator Generac
Cummins Model
C1000D6RE - 1MW /
480V Genset
Output
1214kW, 3-Phase,
480/277V
1000kW, 3-Phase,
480/277V
1000KW,
480/277V, 3-Phase
Generator
1000KW, 480/277V,
3-Phase Generator
Unit Price $553,000.00 $748,963.00 $698,809.00 $679,540.00 Lead Time In Stock 8 Weeks 56 Weeks 16 Weeks
Freight Time 1 Week 1 Week 1 Week 1 Week

22.3 City Council

AGENDA REPORT
DATE: 11/21/2024
AGENDA OF: 12/10/2024
DEPARTMENT: Water
SUBJECT: Beltz 12 Upgrades for Aquifer Storage and Recovery Project (c702101) – Award Contract to Carollo Engineers, Inc. for Engineering Services During Construction (WT)
RECOMMENDATION: Motion to:
1) Authorize the City Manager to execute a contract in a form to be approved by the City Attorney with Carollo Engineers, Inc. (Walnut Creek, CA) for engineering services during construction for the Beltz 12 Upgrades for Aquifer Storage and Recovery Project (c702101) (Project) in the amount of $330,632; and
2) Authorize the Water Director to approve future contract amendments for engineering services during construction for the Project that are within the approved project budget.

BACKGROUND: The Water Department has been implementing the supply augmentation recommendations of the Water Supply Advisory Committee (WSAC) since early 2016 and more recently, the ongoing evaluation, selection, and construction of supplemental water supplies as directed by the Securing Our Water Future Policy. The recommended strategy is developed around the goal of delivering long-term water supply security to the City of Santa Cruz water customers. While Water Department staff are studying and testing the feasibility of the plan recommendations, including in-lieu water transfers and exchanges, aquifer storage and recovery (ASR), recycled water, and desalination, ASR has advanced to the point where permanent facilities are ready to be designed and constructed at several locations.

ASR is a groundwater replenishment and storage approach where surface water resources are used to “bank” water in an aquifer during times when excess surface water is available for storage and extracted when needed to meet customer demand. The City is looking at the feasibility of ASR in both the Santa Margarita Groundwater Basin (SMGB) underlying the Scotts Valley area and the Mid-County Groundwater Basin (MGB) underlying the Live Oak area.

In February 2022, the Santa Cruz Mid-County Groundwater Agency was awarded $7.6 million in grant funding to support implementation of the Groundwater Sustainability Plan through the California Department of Water Resources (DWR) Sustainable Groundwater Management (SGM) Grant Program. The DWR grant agreement allocated $1.65 million to advance ASR in the MGB through the design and construction of permanent ASR facilities.

23.1 Previous Council actions to date include:
• February 9, 2016 – City Council authorized an agreement for Phase I of the ASR work plan.
• October 9, 2018 – City Council authorized an agreement for Phase II pilot testing work.

This pilot effort took place in the City’s Beltz 12 water production well. • October 26, 2021 – City Council authorized an agreement for ASR Demonstration Study in the City’s Beltz 12 water production well.
• June 27, 2023 – City Council authorized an award of professional services for Beltz Wells 8 and 12 Aquifer Storage and Recovery Design to Carollo Engineers, Inc., as well as two amendments for additional design services.
• September 10, 2024 – City Council approved the Beltz 8 and 12 Aquifer Storage and Recovery Project considering the certified Santa Cruz Water Rights Project Final Environmental Impact Report and the Beltz 8 and 12 Aquifer Storage and Recovery Project Addendum to the Santa Cruz Water Rights Project Final Environmental Impact Report.
• November 19, 2024 – City Council approved the Beltz 12 Upgrades for Aquifer Storage and Recovery Project plans and specification, authorized staff to advertise for bids and award the contract, and approved a contract amendment for construction management services.

The design work for Beltz 12 has been completed, and the construction contract was advertised for bidding in November 2024 with construction expected to begin in early 2025.

DISCUSSION: As the Project enters the construction phase, staff recommend entering into a new agreement with Carollo Engineers to provide engineering services during construction in the amount of $330,632. Engineering services during construction is an anticipated scope item for the design engineer and is negotiated following design and prior to construction. It is also standard industry practice for the design engineering firm to continue providing engineering support through the construction of a project they have designed in the event of unforeseen challenges. Section 3.08.150 of the Santa Cruz Municipal Code allows the Purchasing Manager to award a contract without competition when there is only one source for the required item; the Purchasing Manager has approved this contract as a single-source.

Construction and associated activities are anticipated to occur from February 2025 to October 2026.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: Since certification of the Final Santa Cruz Water Rights Environmental Impact Report, City staff determined that an Addendum to the certified Final EIR was the appropriate environmental documentation for the proposed Project, consistent with Section 15164 of the California Environmental Quality Act (CEQA) Guidelines. On September 10, 2024, City Council approved the Beltz 8 and 12 Aquifer Storage and Recovery Project considering the certified Santa Cruz Water Rights Project Final Environmental Impact Report and the Beltz 8 and 12 Aquifer Storage and Recovery Project Addendum to the Santa Cruz Water Rights Project Final Environmental Impact Report.

23.2 The Final Environmental Impact Report and Addendum for this project can be found here:

1. Certified Santa Cruz Water Rights Project Final Environmental Impact Report:
https://www.cityofsantacruz.com/Home/Components/BusinessDirectory/BusinessDirectory/126/ 2089

2. Beltz 8 and 12 Aquifer Storage and Recovery Project Addendum:
https://www.cityofsantacruz.com/home/showpublisheddocument/101474 HEALTH IN ALL POLICIES (HiAP): The objectives of the Project align with the City’s HiAP framework, specifically the pillars of sustainability and public health. With respect to sustainability, ASR is an identified mitigation measure in the City’s Local Hazard Mitigation Plan, and the modernization of the Beltz 12 well site for ASR functions will bolster water supplies during periods of drought and emergencies such as wildfire. This Project supports the public health pillar and the Water Department’s mission of diversifying its water supply portfolio to build climate resiliency and ensure the safety and reliability of the City’s public drinking water supply.

FISCAL IMPACT:

1. The recommendation in this report impacts the General Fund: No

2. This recommendation requires a budget adjustment: No

3. The recommendation creates an on-going expenditure commitment: No FISCAL IMPACT DESCRIPTION: Funds are available in the Water Department’s Capital Investment Program budget within project c702101 ASR Mid-County Existing Infrastructure; $1.65 million in reimbursable grant funding is available for this project and is being used to fund the design and a portion of the construction. The Engineering Services During Construction contract with Carollo Engineers in the amount of $330,632 will be funded through the Water Infrastructure Finance and Innovation Act (WIFIA) loan issued by the U.S. Environmental Protection Agency to the City in May 2023. The ASR upgrades at Beltz Well 12 are included in the project description for the $128 million WIFIA loan.

Prepared By:

Isidro Rivera
Engineering Manager/Deputy
Water Director
Submitted By:

Heidi Luckenbach
Water Director
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. DRAFT PROFESSIONAL SERVICES AGREEMENT FOR CAROLLO ENGINEERS, INC..PDF

23.3 City of Santa Cruz Professional Services Agreement for Engineering Services During Construction Beltz Well 12 Upgrades for Aquifer Storage and Recovery Project November 2024 Page 1
Professional Services Agreement With
CAROLLO ENGINEERS, INC.

For ENGINEERING SERVICES DURING CONSTRUCTION
BELTZ WELL 12 UPGRADES FOR

AQUIFER STORAGE AND RECOVERY PROJECT
THIS AGREEMENT for professional services is made by and between the City of Santa Cruz (“City”) and Carollo Engineers, Inc. (“Consultant”) (each is referred to individually as a “Party” and collectively, as the “Parties”) as of ____________, 2024 (the “Effective Date”).

NOW, THEREFORE, in consideration of each other’s mutual promises, the Parties hereto agree as follows:

SECTION 1: SCOPE OF WORK
Consultant will furnish services as defined and described in the Scope of Work and Work Schedule, attached hereto as Exhibit A and incorporated herein.

SECTION 2: RESPONSIBILITIES OF CONSULTANT
All work performed by Consultant, or under Consultant’s direction, shall be rendered in accordance with the generally accepted practices, and to the standards of, Consultant's profession. Consultant represents and agrees that Consultant: (i) is fully experienced and properly qualified to perform the work and services provided for herein, (ii) has the financial capability required for the performance of the work and services, and (iii) is properly equipped and organized to perform the work and services in a competent, timely, and proper manner, in accordance with the requirements of this Agreement.

Consultant shall not undertake any work beyond the Scope of Work set forth in Exhibit A unless such additional work is approved in advance and in writing by City. The cost of such additional work shall be reimbursed to Consultant by City on the same basis as provided for in Section 4.

If, in performing the work, it is necessary to conduct field operations, security and safety of the job site will be the Consultant's responsibility excluding, the security and safety of any facility of City within the job site which is not under the Consultant's control.

Consultant shall meet with Heidi Luckenbach, Director of the Water Department, hereinafter called "Director", or other designated and authorized City personnel, or third parties as necessary, on all matters connected with carrying out of Consultant’s services described in Exhibit A. Such meetings shall be held at the request of either Party.

Review and City approval of completed work shall be obtained monthly, or at other intervals as may be mutually agreed upon during the course of this Agreement. Review, approval, or acceptance of Consultant’s work by City or others shall not relieve Consultant from responsibility for errors and omissions in Consultant’s work.

In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, Consultant has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs; competitive bidding procedures and market conditions; time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, Consultant makes no warranty that the City’s actual project costs, financial aspects, economic feasibility, or schedules will not vary from Consultant’s opinions, analyses, projections, or estimates to the extent that such economic or operational factors may have significantly changed from those relied upon by Consultant in formulating such opinions, analyses, projections or estimates.

23.4 City of Santa Cruz Professional Services Agreement for Engineering Services During Construction Beltz Well 12 Upgrades for Aquifer Storage and Recovery Project November 2024 Page 2
The City shall arrange for access to and make all provisions for Consultant to enter upon public and private property as required for Consultant to perform services hereunder.

SECTION 3: RESPONSIBILITIES OF THE CITY
City shall make available to Consultant all necessary data and information in the City's possession and shall actively assist Consultant in obtaining such information from other agencies and individuals as needed. Consultant is entitled to reasonably rely upon the accuracy and completeness of such data and information, and Consultant shall provide City prompt written notice of any known defects in such data and information.

The Director may authorize a staff person to serve as his or her representative. The work in progress shall be reviewed at such intervals as may be mutually agreed upon between the Parties. The City will be the sole judge of acceptable work, provided that such approval will not be unreasonably withheld or delayed. If the work is not acceptable, City will inform Consultant of the changes or revisions necessary to secure approval.

SECTION 4: FEES AND PAYMENT
For services actually performed, the City will compensate Consultant at the rates set forth in the Fee Schedule detailed in Exhibit B and in accordance with the terms set forth therein. Payment for Consultant's services in carrying out the entire Scope of Work shall be made within the budget limit, or limits shown, upon Exhibit B. Such payment shall be considered the full compensation for all personnel, materials, supplies, and equipment used by Consultant in the Scope of Work.

Consultant agrees that the payments to Consultant specified in this Section 4 will constitute full and complete compensation for all obligations assumed by Consultant under this Agreement. Where conflicts regarding compensation may occur, the provisions of this section apply.

Variations from the budget for each task which are justified by statements indicating personnel time expended and submittal of a revised budget are only allowed with prior City approval; however, in no event shall the total fee charged for the Scope of Work set forth in Exhibit A exceed the budget of $330,632 without advance written City authorization in the form of an amendment or change order.

Invoices shall detail the time worked by each class of employee on each task and the expenses incurred for which billing is made. Invoices shall indicate the percentage completion of each work task as identified in the Scope of Work in Exhibit A and the overall percentage of completion of the total required services. Unless otherwise specified in the fee schedule, payments shall be made monthly by the City within 30 days based on itemized invoices from the Consultant which list the actual costs and expenses.

All invoices shall contain the following affidavit signed by Consultant (if individual) or by a principal of Consultant’s firm (if Consultant is an entity):
"I hereby certify [or as principal of Consultant] that the charge of (Insert invoice amount) as summarized above and shown in detail on the attachments is a fair and reasonable use of public funds, is in accordance with the terms of Agreement dated (Insert Agreement Date) and has not been previously paid."
This Agreement is contingent upon the appropriation of sufficient funding by the City for the services covered by this Agreement. If funding is reduced or deleted by the City for the services covered by this Agreement, the City has the option without penalty or liability to either terminate this Agreement or to offer an amendment to this Agreement indicating the reduced amount.

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SECTION 5: TRAVEL REIMBURSEMENT POLICY
The City agrees to reimburse Consultant and Consultant’s employee(s) for only authorized travel expenses, as indicated by a mark below, and according to the City’s Travel Reimbursement Policy. It is expected that all travel expenses incurred by Consultant while conducting activities on behalf of the City will be at reasonable rates and that Consultant and Consultant’s employee(s) will exercise prudence in incurring these expenses. The total fees and costs of Consultant’s services shall not exceed the amount described in the Fee Schedule. ☒ Meals: Meals are reimbursed at the current GSA Meals & Incidental per diem rate by county (www.gsa.gov/travel). The City does not reimburse for actual costs for meals. Reimbursement is based solely on per diem rates. Do not submit meal receipts.
• Travel before 8:00am qualifies for breakfast reimbursement. • Travel between 8:00am – 1:30pm qualifies for lunch reimbursement. • Travel between 1:30pm – 7:00pm (or later) qualifies for dinner reimbursement. • Days between hotel stays and days starting before 8am and ending after 7pm, qualify for the full GSA Meals & Incidental per diem rate.
☒ Ground Transportation: Ground transportation is reimbursable when it is for travel between the Consultant’s place of business, an airport, or Santa Cruz hotel, as applicable, to the City work location.

1. Reasonable fees for taxis, shuttles, buses, trains, light rail, ride hailing services (Uber, Lyft or other), and similar modes of transportation will be reimbursed. Receipts are required for reimbursement.

2. When using vehicles owned by Consultant or Consultant’s employer:
• Mileage will be reimbursed at the current IRS mileage rate. • Evidence of automobile liability insurance meeting the City’s requirements must be provided. • Maps showing starting point, City work location, and total miles are required for reimbursement.

3. Use of car rentals are reimbursable when:
• Travel is necessary from an airport to the City work location. • The rental reservation is made as far in advance as is practical and the lowest possible price is obtained. • Insurance coverage is included, and the car is returned with a full tank of gas. • The smallest vehicle necessary is rented.
• Parking expenses are included in the GSA Meals & Incidental per diem rate. The City will not pay additionally for parking expenses.
• Receipts are required for reimbursement.
☐ Airfare: Airfare is reimbursable when the Consultant’s place of business, or Consultant’s employee’s home, is more than 250 miles away from Santa Cruz.
• Airfare must be lowest available coach class fare. Flights may be non-stop. • Airfare must be booked as far in advance as is practical. • Fees for one piece of checked luggage (and any equipment necessary for the work being done) will be reimbursed.
• Extra charges for seat assignments, refundable tickets, travel insurance/protection, and similar fees are not reimbursable.
• If the City cancels the need for travel and the ticket cannot be changed or refunded, the ticket cost will be reimbursable.
• Receipts are required for reimbursement.
☒ Lodging: Lodging is reimbursable when the Consultant must work on site for two or more consecutive days and the Consultant’s place of business or personal residence, is more than 60 miles away from Santa Cruz.

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• Lodging is reimbursed up to the current GSA rate by county (www.gsa.gov/travel). • Costs for hotel rooms above this rate are the responsibility of the traveler. • Receipts are required for reimbursement.

General Rule

1. Travel expenses not listed or checked above will not be reimbursed.

2. Travel reimbursements are paid after the completion of travel. There are no travel advances.

3. Exceptions to any of the above requirements require advance written permission from the Director or City’s designated agent contracting with the Consultant.

4. Tips and gratuities will not be reimbursed.

5. Alcoholic beverage purchases will not be reimbursed.

6. Consultants will exercise prudence in incurring reimbursable expenses.

7. The City of Santa Cruz has the sole discretion to deny any reimbursement request the City has determined to be excessive or an inappropriate use of public funds.

SECTION 6: CHANGES IN WORK
City may negotiate changes in the Scope of Work. No changes in the Scope of Work shall be made without the written approval of City and Consultant. Any change requiring compensation in excess of the sum specified in Exhibit B shall be approved in advance in writing by the City. Only City’s authorized representative(s) is authorized to approve changes to this Agreement on behalf of City.

SECTION 7: TERM AND SCHEDULE
The term of this Agreement shall be on the effective date of this Agreement and terminating on upon completion of the Scope of Work. At the option of the City, this Agreement may be renewed annually under the same contractual terms and conditions by letter agreement.

Consultant shall begin work as specified in a written authorization (e.g., Notice to Proceed) to perform services. The written authorization to perform work shall not be issued until after this Agreement has been approved and authorized by the City.

The Work Schedule for completion of the work shall be as shown on page 7 of Exhibit A. In the event that major changes are ordered, the schedule for completion as stated in Exhibit A may be adjusted by City so as to allow Consultant a reasonable period of time within which to complete any additional work which may be required as a result of the ordered changes.

Neither party will be held responsible for delay or default caused by declared emergencies, natural disasters, or any Force Majeure event which is beyond the party's reasonable control. Consultant will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement.

The City reserves the right to obtain the item(s) and/or services covered by this Agreement from another source during any on-going suspension of service due to the circumstances outlined above.

Consultant acknowledges that it is necessary for Consultant to complete its work on or before the completion date set forth in Exhibit C in order to allow the City to achieve its objectives for entering into this Agreement. The Parties therefore agree that time is of the essence in the performance of this Agreement.

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SECTION 8: TERMINATION
The City may terminate the Agreement for any reason by providing written notice to Consultant not less than 10 calendar days prior to an effective termination date.

The Consultant may terminate the Agreement for cause by providing written notice to the City` not less than 30 calendar days prior to an effective termination date.

The City may, at its option, allow Consultant to cure its failure to perform within 10 business days (or longer period authorized in writing by the City) from the date of the City’s termination notice. The termination shall be become effective if Consultant has not cured within the specified time period to the City’s satisfaction.

Consultant may terminate this Agreement for cause if the City fails to cure a material default in performance within a period of 30 calendar days (or such longer period agreed to by the Consultant), from date of the Consultant’s written termination notice specifying the default in performance.

Upon notice of termination by either the City or Consultant, the Consultant will immediately act to not incur any additional obligations, costs or expenses, except as may be reasonably necessary to terminate its activities. The City’s only obligation to the Consultant will be just and equitable payment for services authorized by, and received to the satisfaction of, the City up to and including the effective date of termination less any amounts withheld. All finished or unfinished work or documents procured or produced under the Agreement will become property of the City upon the termination date. In the event of Consultant’s failure to perform pursuant to the Agreement, the City reserves the right to obtain services elsewhere and Consultant will be liable for the difference between the prices set forth in the terminated Agreement and the actual cost to the City. Termination of the Agreement pursuant to this paragraph shall not relieve the Consultant of any liability to City for additional costs, expenses, or damages sustained by City due to failure of the Consultant to perform pursuant to the Agreement. City may withhold any payments to Consultant for the purpose of set-off until such time as the exact amount of damages due City from Consultant is determined. After the effective date of termination, Consultant will have no further claims against the City under the Agreement. No other compensation will be payable for anticipated profit on unperformed services.

SECTION 9: INSURANCE
Prior to the beginning of and throughout the duration of the Agreement, Consultant will maintain and comply with the Insurance Requirements as set forth in Exhibit C. Consultant will insure the City against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder. The insurance coverages required shall not in any way limit the liability of the Consultant.

SECTION 10: INDEMNIFICATION
Consultant agrees, to the fullest extent permitted by law, to indemnify, defend, and hold harmless the City, its officials, officers, employees, agents, and volunteers (collectively, “Indemnitees”) from and against any and all liability, claim, action, loss, injury, damage, judgment, or expense, including attorneys’ fees and costs (“Losses”) caused by or resulting from the negligence, recklessness, or willful misconduct of Consultant, Consultant’s officers, employees, agents, or subcontractors in any way related to this Agreement. Consultant’s duty to indemnify and hold harmless Indemnitees shall not apply to the extent such Losses are caused by the sole or active negligence or willful misconduct of Indemnitees. Consultant’s obligation to defend shall arise regardless of any claim or assertion that Indemnitees caused or contributed to the Losses.

In the event this Agreement involves the performance of design professional services by Consultant, Consultant’s officers, employees, agents, or subcontractors, Consultant’s costs to defend Indemnitees shall not exceed the

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Consultant’s proportionate percentage of fault per Civil Code §2782.8. This section shall survive the termination or expiration of this Agreement.

SECTION 11: EQUAL EMPLOYMENT OPPORTUNITY/NON-DISCRIMINATION POLICIES City’s policies promote a working environment free from abusive conduct, discrimination, harassment, and retaliation; and require equal opportunity in employment for all regardless of race, religious creed (including religious dress and grooming practices), color, national origin (including language use restrictions), ancestry, religion, disability (mental and physical), medical condition, sex, gender (including gender identity and gender expression), physical characteristics, marital status, age, sexual orientation, genetic information (including family health history and genetic test results), organizational affiliation, and military or veteran status, or any other consideration made unlawful by local, State or Federal law. City requires Consultant to comply with all applicable Federal and State and local equal employment opportunity laws and regulations, and Consultant is responsible for ensuring that effective policies and procedures concerning the prevention of abusive conduct, discrimination, harassment, and retaliation exist in Consultant’s business organization. The City’s current Equal Employment Opportunity and Non-Discrimination policies to which this Section applies may be viewed at http://www.codepublishing.com/CA/SantaCruz/?SantaCruz09/SantaCruz0983.html and http://www.cityofsantacruz.com/home/showdocument?id=59192.

SECTION 12: LEGAL ACTION/ATTORNEYS’ FEES
If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief. The laws of the State of California, with jurisdiction in the Santa Cruz County Superior Court, shall govern all matters relating to the validity, interpretation, and effect of this Agreement and any authorized or alleged changes, the performance of any of its terms, as well as the rights and obligations of Consultant and the City.

SECTION 13: AMENDMENTS
This Agreement may not be amended in any respect except by way of a written instrument which expressly references and identifies this particular Agreement, which expressly states that its purpose is to amend this particular Agreement, and which is duly executed by the City and Consultant. Consultant acknowledges that no such amendment shall be effective until approved and authorized by the City’s authorized representative. No representative of the City is authorized to obligate the City to pay the cost or value of services beyond the scope of services set forth in Exhibit A.

Such authority is retained solely by the City Manager, Director, or their designee. Unless expressly authorized by the City Manager or Director, Consultant’s compensation shall be limited to that set forth in Exhibit B, Fee Schedule.

SECTION 14: MISCELLANEOUS PROVISIONS

1. Project Manager/Key Staff. Director reserves the right to evaluate and confer with Consultant regarding the project manager or other key staff assigned by Consultant to perform the work under this Agreement. Consultant shall replace the project manager or key staff upon Director’s request due to Director’s concern about their performance, or City shall have the right to terminate this Agreement. Otherwise, no change in assignment by the Consultant may occur without prior written approval of the City.

2. Consultant Services Only. Consultant is employed to render professional services only and any payments made to Consultant are compensation solely for such professional services.

3. Independent Contractor. In the performance of this Agreement, it is expressly understood that Consultant, including each of Consultant’s employees, agents, subcontractors or others under Consultant’s supervision or control, is an independent contractor solely responsible for its own acts and omissions, and shall not be considered an employee of the City for any purpose. Consultant agrees to comply with AB5, codified at Labor Code section 2750.3, and

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shall indemnify, defend and hold harmless the City, its officials, officers, employees, and agents against any claim or liability, including attorneys’ fees and costs, arising in any manner related to this Agreement that an employee, agent or others under Consultant’s supervision or control was misclassified.

4. Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

5. Subcontractors. Consultant shall obtain prior approval of the City prior to subcontracting of any work pursuant to this Agreement. If at any time, the City determines any subcontractor is incompetent or unqualified, Consultant will be notified and will be expected to immediately cancel the subcontract. Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements stated herein, including naming the City of Santa Cruz, its officers, officials, employees, agents, and volunteers as additional insureds. Any modification to the insurance requirements for subcontractors must be agreed to by the City in writing.

6. Assignment. This Agreement shall not be assigned without first obtaining the express written consent of the Director or after approval of the City Council. Neither party may assign this Agreement unless this Agreement is amended in accordance with its terms.

7. Conflicts of Interest. Consultant agrees to comply with conflict of interest lawsin performing the work and services under this Agreement. Consultant covenants (on behalf of Consultant and Consultant’s employees, agents, representatives, and subcontractors) that there is no direct or indirect interest, financial or otherwise, which would conflict in any manner or degree with the performance of services required under this Agreement. Consultant acknowledges and agrees to comply with applicable provisions of conflict of interest law and regulations, including the CA Political Reform Act, Sections 1090 and 87100 of the Government Code, and the City’s conflict of interest code. Consultant will immediately advise City if Consultant learns of a conflicting financial interest of Consultant during the term of this Agreement.

8. City Property. The work, or any portion, of Consultant in performing this Agreement shall become the property of City. The Consultant may be permitted to retain copies of such work for information and reference in connection only with the provision of services for the City. All materials and work product, whether finished or unfinished, shall be delivered to City upon completion of contract services or termination of this Agreement for any reason.

Consultant acknowledges and agrees that the work product shall be considered a work made for hire within the meaning of the patent and copyright laws of the United States; and Consultant agrees that all copyrights which arise from creation of project-related documents and materials pursuant to this Agreement shall be vested in the City and Consultant waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. Any work product related to this Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to any third party, except by agreement in writing by the City, or except as otherwise provided herein.

Consultant’s final deliverables shall comply with Section 508 (29 U.S.C. Section 794d) accessibility requirements, as applicable. . Documents, including drawings and specifications prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by the City or others on any other project.

9. Intellectual Property and Indemnity. Consultant represents to City that, to the best of Consultant’s knowledge, any Intellectual Property (including but not limited to: patent, patent application, trade secret, copyright and any applications or right to apply for registration, computersoftware programs or applications, tangible or intangible proprietary information, or any other intellectual property right) in connection with any services and/or products related to this Agreement does not violate or infringe upon any Intellectual Property rights of any other person or entity.

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To the fullest extent permitted by law, Consultant agrees to indemnify, defend, and hold harmless City, its officials, officers, employees, and agents, from any and all claims, demands, actions, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) arising out of a claim of infringement, actual or alleged, direct or contributory, of any Intellectual Property rights in any way related to Consultant’s performance under this Agreement or to the City’s authorized intended or actual use of Consultant’s product or service under this Agreement. This provision shall survive termination or expiration of this Agreement.

If any product or service becomes, or in the Consultant’s opinion is likely to become, the subject of a claim of infringement, the Consultant shall, at its sole expense: (i) provide the City the right to continue using the product or service; or (ii) replace or modify the product or service so that it becomes non-infringing; or (iii) if none of the foregoing alternatives are possible even after Consultant’s commercially reasonable efforts, in addition to other available legal remedies, City will have the right to return the product or service and receive a full or partial refund of an amount equal to the value of the returned product or service, less the unpaid portion of the purchase price and any other amounts, which may be due to the Consultant. City shall have the right to retrieve its data and proprietary information at no charge prior to any return of the product or termination of service.

10. Confidentiality.
a. Consultant shall not acquire any ownership interest in data and information (“City Data”) received by Consultant from City, which shall remain the property of the City. Certain information may be considered confidential (“Confidential Information”). Confidential Information shall mean all information or proprietary materials (in every form and media) not generally known to the public and which has been or is hereafter disclosed or made available directly or indirectly to Consultant through any means of communication, either verbally or in writing even if it has not been designated in writing as “Confidential” to Consultant in connection with this Agreement. Unless otherwise required by law, Consultant shall not, without City’s written permission, use or disclose City Data and/or Confidential Information other than in the performance of the obligations under this Agreement. As between Consultant and City, all City Confidential Information shall remain the property of the City. Consultant shall not acquire ownership interest in the City’s Confidential Information.
b. Consultant shall be responsible for ensuring and maintaining the security and confidentiality of City Data and Confidential Information, protect against any anticipated threats or hazards to the security or integrity of City Data and Confidential Information, protect against unauthorized access to or use of City Data and Confidential Information that could result in substantial harm or inconvenience to City or any end users; and ensure the proper return and/or disposal of City Data and Confidential Information upon termination of this Agreement with notice to the City.
c. Consultant shall take appropriate action to address any incident of unauthorized access to City Data and Confidential Information, including addressing and/or remedying the issue that resulted in such unauthorized access, notifying City as soon as possible of any incident of unauthorized access to City Data and Confidential Information, or any other breach in Consultant’s security that materially affects City or end users; and be responsible for ensuring compliance by its officers, employees, agents, and subcontractors with the confidentiality provisions hereof. Should confidential and/or legally protected City Data be divulged to unauthorized third parties, Consultant shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at Consultant’s sole expense. Consultant shall not charge City for any expenses associated with Consultant’s compliance with these obligations.

d. Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees and agents against any claim, liability, loss, injury or damage (including attorneys’ fee and costs) arising out of, or in

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connection with, the unauthorized use, access, and/or disclosure of City Data and/or Confidential Information by Consultant and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of the City. This provision shall survive the termination or expiration of this Agreement.

11. Consultant's Records. Consultant shall maintain accurate accounting records and other written documentation pertaining to the costs incurred relating to this Agreement for examination and audit by the City, State, or federal government, as applicable, during the period of this Agreement, and for a period of at least five (5) years from the date of the final City payment for Consultant's services, or date of the termination of this Agreement, whichever is later. If Consultant engages a subcontractor to perform work related to this Agreement with a cost of $10,000 or more over a 12-month period, such subcontract shall contain these same requirements. This provision shall survive the termination of this Agreement.

12. California Public Records Act. City is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Consultant’s proprietary information is contained in documents or information submitted to City, and Consultant claims that such information falls within one or more CPRA exemptions, Consultant must clearly mark such information “Confidential and Proprietary,” and identify the specific lines containing the information. In the event of a request for such information, City will make best efforts to provide notice to Consultant prior to such disclosure. If Consultant contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief, or other appropriate remedy from a court of law in Santa Cruz County before the City is required to respond to the CPRA request. If Consultant fails to obtain such remedy within the time the City is required to respond to the CPRA request, City may disclose the requested information without any liability. Consultant further agrees that it shall defend, indemnify and hold City harmless against any claim, action or litigation (including but not limited to all judgments, costs, and attorney’s fees) that may result from denial by City of a CPRA request for information arising from any representation, or any action (or inaction), by the Consultant.

13. Compliance with Laws. All activities of Consultant, its employees, subcontractors and/or agents will be carried out in compliance with all applicable federal, state, and local laws and regulations. Consultant further agrees to comply with the covenant of good faith and fair dealing and other provisions of Santa Cruz Municipal Ordinance chapter 3.09, or otherwise Consultant may be subject to penalties including being declared an irresponsible contractor.

14. Licensure. Consultant agrees that Consultant, its subcontractors and/or agents (if any) has/have complied with all applicable federal, state, and local licensing requirements and agrees to provide proof of a current City of Santa Cruz Business Tax Certificate if:
• Consultant, its subcontractor(s) and agent(s) or its business is/are located in the City of Santa Cruz; • Will perform actual work in the City of Santa Cruz for 6 or more days annually; or • Will use company vehicles to deliver within the City of Santa Cruz for 6 or more days annually.

For additional information and licensing requirements, view the City’s Business Licenses and Permits webpage or call the Revenue and Taxation division at 831/420-5070.

15. Living Wage. Every contract for services to the City for $10,000 or more, is subject to City of Santa Cruz Living Wage Ordinance number 2000-25. If applicable, Consultant agrees to comply with the requirements of the Living Wage ordinance as provided in Santa Cruz Municipal Code Chapter 5.10.

16. Prevailing Wages for Public Work. To the extent that the work or services to be performed under this Agreement may be considered a “public work” (construction, alteration, demolition, or repair work) pursuant and subject to Labor Code section 1720 et seq., Consultant (and any subconsultant performing the work or services) shall conform to any and all prevailing wage requirements applicable to such work/and or services under this

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Agreement. Consultant (and any subconsultant) shall adhere to the prevailing wage determinations made by the Director of Industrial Relations (DIR) pursuant to California Labor Code Part 7, Chapter 1, Article 2, applicable to the work, if any. All workers employed in the execution of a public works contract (as such term is defined California Labor Code section 1720 et seq. and section 1782(d)(1)) must be paid not less than the specified prevailing wage rates for the type of work performed. (CA Labor Code sections 1720, 1774 and 1782.) To the extent applicable to the scope of work and services under this Agreement, Consultant agrees to be bound by the state prevailing wage requirements, including, but not limited to, the following:
a. If a worker is paid less than the applicable prevailing wage rate owed for a calendar day (or any portion thereof), Consultant shall pay the worker the difference between the prevailing wage rate and the amount actually paid for each calendar day (or portion thereof) for which the worker(s) was paid less than the prevailing wage rate, as specified in Labor Code section 1775; b. Consultant shall maintain and make available payroll and worker records in accordance with Labor Code sections 1776 and 1812;
c. If Consultant employs (and/or is legally required to employ) apprentices in performing the work and/or services under this Agreement, Consultant shall ensure compliance with Labor Code section 1777.5; d. Consultant is aware of the limitations imposed on overtime work by Labor Code sections 1810 et seq. and shall be responsible for any penalties levied in accordance with Labor Code section 1813 for failing to pay required overtime wages;
e. Consultant shall post a copy of the applicable wage rates at each jobsite at a location readily available to its workers.
f. Any failure of Consultant and/or its subconsultant to comply with the above requirements relating to a public work project shall constitute a breach of this Agreement that excuses the City’s performance of this Agreement at the City’s sole and absolute option and shall be at the sole risk of Consultant. Consultant on behalf of itself and any subconsultant, agree to indemnify, defend and hold harmless the City and its officials, officers, employees, and agents from and against any and all claims, liabilities, losses, costs, expenses, attorney’s fees, damages, expenses, fines, financial consequences, interest, and penalties, of any kind or nature, arising from or relating to any failure (or alleged failure) of the Consultant and any subconsultant to pay prevailing wages or to otherwise comply with the requirements of prevailing wage law relating to a public work.
g. Consultant acknowledges that it and/or any subconsultant may not engage in the performance of any contract for public work unless currently registered with the DIR and qualified to perform public work pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

17. Storm Water Requirements. To the extent applicable to the Scope of Work under this Agreement, Consultant, Consultant’s employees, subcontractors, and agents are required to abide by the applicable City of Santa Cruz Storm Water Best Management Practices (BMPs) for the duration of the work. The City’s mandatory Storm Water BMPs, which are listed according to the type of work, operations, or business, are located on the City website at: https://www.cityofsantacruz.com/government/city-departments/public-works/stormwater/bestmanagement-practices

18. Dispute Resolution. The Parties agree to attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement. Either party may initiate negotiations by providing written notice in letter form to the other party, setting forth the subject of the dispute and the relief requested.

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Promptly upon such notification, the Parties shall meet at a mutually agreeable time and place in order to exchange relevant information and perspective, and to attempt to resolve the dispute. In the event that no resolution is achieved, and if, but only if, the parties mutually agree, then prior to pursuing formal legal action, the parties shall make a good faith effort to resolve the dispute by non-binding mediation or negotiations between representatives with decision-making power, who, to the extent possible, shall not have had substantive involvement in the matters of the dispute. To the extent that the dispute involves or relates to a public works project, the Parties agree to attempt to resolve the dispute by complying with the claims process as set forth in Public Contract Code sections 9204(e), 20104-20104.6, but without waiving the requirements of the California Tort Claims Act, Gov’t Code section 800 et seq. unless otherwise agreed to by the Parties.

19. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligation hereunder to the extent that the performance of any such obligation is prevented or delayed by an act of God, natural disaster, pandemic, acts of terrorism, war, a strike, lockout or other labor difficulty, or other peril, which is beyond the reasonable control of the affected party and without the negligence of the respective Parties. Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or prevent performance of the services under this Agreement. Each Party will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, the only remedy is that there may be an equitable adjustment of the schedule based on City’s sole discretion.

20. Complete Agreement. This Agreement, along with any attachments, is the full and complete integration of the Parties’ agreement with respect to the matters addressed herein, and that this Agreement supersedes any previous written or oral agreements between the Parties with respect to the matters addressed herein. Unless otherwise stated, to the extent there is any conflict between this Agreement and any other agreement (written or oral), the terms of this Agreement shall control.

21. Severability. The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the other provisions unenforceable, invalid or illegal.

22. Waiver. Waiver by any party of any portion of this Agreement shall not constitute a waiver of the same or any other portion hereof.

23. Governing Law. This Agreement shall be governed by and interpreted in accordance with California law, unless otherwise stated herein

24. Contract Interpretation. Each party acknowledges that it has reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

25. MacBride Principles/Peace Charter. City of Santa Cruz Resolution NS-19,378 (7/24/90) encourages all companies doing business in Northern Ireland to abide by the MacBride Principles and Peace Charter.

26. Notices. If either party shall desire or is required to give notice to the other such notice shall be given in writing, via email, and concurrently delivered by: (a) personal delivery, in which case notice is effective upon delivery; (b) overnight courier (i.e., Federal Express) with charges prepaid or charged to the sender’s account, in which case notice is effective when delivered; (c) priority U.S. Mail, in which case notice shall be deemed delivered on the second business day after the deposit thereof with the U.S. Postal Service. Notices shall be addressed to recipient as follows:

23.14 City of Santa Cruz Professional Services Agreement for Engineering Services During Construction Beltz Well 12 Upgrades for Aquifer Storage and Recovery Project November 2024 Page 12
To CITY:

City of Santa Cruz Water Department
Heidi Luckenbach, Water Director
212 Locust Street, Suite A
Santa Cruz, CA 95060
[email protected] / (831) 420-5200
To CONSULTANT:

Carollo Engineers, Inc.

Chris Cleveland, Sr. Vice President
2795 Mitchell Drive
Walnut Creek, CA 94598
[email protected] / (916) 207-4359
Changes to the above information shall be given to the other party in writing ten (10) business days before the change is effective.

27. Third Parties. The services to be performed by Consultant are intended solely for the benefit of the City.

28. Debarment and Suspension.
a. The contract is a covered transaction for purposes of 2 CFR Part 180 and 2 CFR Part 3000. As such, the Contractor is required to verify that none of the Contractors, its principals (defined at 2 CFR § 180.995), or its affiliates (defined at 2 CFR § 180.905) are excluded (defined at 2 CFR § 180.940) or disqualified (defined at 2 CFR § 180.935).
b. The Contractor must comply with 2 CFR Part 180, Subpart C and 2 CFR Part 3000, Subpart C and must include a requirement to comply with these regulations in any subcontract. c. If it is later determined that the Contractor did not comply with 2 CFR Part 180, Subpart C and 2 CFR Part 3000, Subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including, but not limited to, suspension and/or debarment. d. The bidder or proposer agrees to comply with the requirements of 2 CFR Part 180, Subpart C and 2 CFR Part 3000, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its subcontracts.

29. Byrd Anti-Lobbying Amendment and Certification.
a. Contractors that apply or bid for an award exceeding $100,000 must file the required certification. The Contractor certifies to the City and every Subcontractor certifies to the Contractor that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining the Contract if it is covered by 31 U.S.C. 1352. The Contractor and every Subcontractor must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the City. Necessary certification and disclosure forms shall be provided by City.

30. Counterparts. The Parties may execute this Agreement in two or more counterparts, which shall, in the aggregate, be deemed an original but all of which, together, shall constitute one and the same instrument. A scanned, electronic, facsimile or other copy of a party’s signature shall be accepted and valid as an original.

31. Warranty of Authority. The signatories to this Agreement warrant and represent that each is authorized to execute this Agreement and that their respective signatures serve to legally obligate their respective representatives, agents, successors and assigns to comply with the provisions of this Agreement.

32. State and Federal Requirements. When Funding for the services is provided, in whole or in part, by an agency of the state and/or federal government, Consultant shall also fully and adequately comply with the State and Federal

23.15 City of Santa Cruz Professional Services Agreement for Engineering Services During Construction Beltz Well 12 Upgrades for Aquifer Storage and Recovery Project November 2024 Page 13
WIFIA requirements attached hereto and incorporated herein by reference. With respect to any conflict between such Federal Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control.
[SIGNATURES ON FOLLOWING PAGE]

23.16 City of Santa Cruz Professional Services Agreement for Engineering Services During Construction Beltz Well 12 Upgrades for Aquifer Storage and Recovery Project November 2024 Page 14
Approved As To Form:

By: _____________________________ Date: __________________ Office of the City Attorney

CITY OF SANTA CRUZ
By: _____________________________ Date: __________________ Matt Huffaker
City Manager

CONSULTANT
By: _____________________________ Date: __________________ Printed: ___________________________ Title: __________________ By: _____________________________ Date: __________________ Printed: ___________________________ Title: __________________ Signature Requirements for Corporation:

Corporation – 2 officer signatures required (one from each group, unless person signing holds officer positions in both Group 1 and 2):

Group 1: Chief Executive Officer, Chairman of the Board, President, or Vice President Group 2: Secretary, Assistant Secretary, Chief Financial Officer, Treasurer, Assistant Treasurer Technical Review By:

By: _____________________________ Date: __________________ Isidro Rivera, Deputy Water Director/ Engineering Manager

WATER DEPARTMENT
By: _____________________________ Date: __________________ Heidi Luckenbach, P.E.

Water Director

23.17 City of Santa Cruz Professional Services Agreement for Engineering Services During Construction Beltz Well 12 Upgrades for Aquifer Storage and Recovery Project November 2024 Page 15
EXHIBIT A: SCOPE OF WORK AND WORK SCHEDULE

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Professional Services Agreement with
CAROLLO ENGINEERS, INC. for
ENGINEERING SERVICES DURING CONSTRUCTION FOR THE BELTZ 12 UPGRADES

FOR AQUIFER STORAGE AND RECOVERY PROJECT

SCOPE OF WORK
The City of Santa Cruz (City) entered into a professional services agreement with Carollo Engineers, Inc. (Consultant) on July 18th, 2023 for engineering design in support of converting the existing Beltz Wells 8 and 12 from conventional production wells to aquifer storage and recovery (ASR) wells. Amendment 1 to the professional services agreement was executed on January 26th, 2024; Amendment 2 was executed on July 10th, 2024.

This scope of work for Engineering Services During Construction (ESDC) generally includes construction-period project management, attendance at the pre-construction conference and regular site visits, responses to contractor requests for information (RFI), shop drawing submittal review, commissioning and training assistance, permitting assistance, structural observation, attendance at the final site walk, preparation of record drawings, and preparation of the final operations manual.

TASK 9 – ENGINEERING SERVICES DURING CONSTRUCTION
Task 9.1 ESDC Project Management
This task includes general ESDC-phase project management, monthly invoicing and progress reports, and regular communication with CITY and CONSTRUCTION MANAGER staff for the assumed duration of construction (see ESDC assumptions).

Task 9.2 Attend Pre-Construction Conference
CONSULTANT’s Project Manager and Project Engineer will attend the pre-construction conference in person as scheduled by the CITY and CONSTRUCTION MANAGER. Preconstruction conference will be located at the project site. CONSULTANT’s Project Manager will provide a verbal overview of the project for prospective bidders in attendance and will record any questions for later response with addendum.

Task 9.3 Attend Progress Meetings
CONSULTANT’s Project Manager and Project Engineer will attend regularly scheduled progress meetings and conduct site visits as required to address construction questions, review progress, and document completed work. Up to 8 in-person site visits and 20 remote meetings (conference calls) are assumed under this task. Regular progress meetings will be scheduled by the CONSTRUCTION MANAGER and are assumed to occur weekly during the initial stages of construction or during key activities and then transition to bi-weekly when key activities are not occurring.

Task 9.4 Respond to RFIs
CONSULTANT will respond to requests for information (RFIs) submitted by the contractor to the CONSTRUCTION MANAGER. Responses will be submitted in writing and delivered to the CONSTRUCTION MANAGER electronically. Review of 30 RFIs are assumed under this task.

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Task 9.5 Shop Drawing Submittal Review
CONSULTANT will review shop drawings submitted by the contractor for conformance to project plans and specifications. Responses will be submitted in writing and delivered to the CONSTRUCTION MANAGER electronically. Review of 80 shop drawing submittals (combined total of original submittals and resubmittals) are assumed under this task.

Task 9.6 Testing, Commissioning, Startup, and Training Assistance CONSULTANT and will assist the CONSTRUCTION MANAGER and City’s hydrogeologist consultant with testing, commissioning, and startup of the project facilities. Up to 40 hours of CONSULTANT staff time and two site visits are assumed under this task. Actual work completed under this task will be dependent on project needs; possible tasks include:
troubleshooting controls and operational strategies, developing additional testing or commissioning plans as required, or assisting City staff with training beyond what is provided by manufacturer’s representatives.

Task 9.7 DDW Permitting Coordination
CONSULTANT will assist the CITY in coordinating with DDW to secure the drinking water permit amendment for Beltz 12. CONSULTANT will provide regular updates to the City to share with the DDW District Engineer during construction and schedule the final inspection site walk for DDW approval. CONSULTANT will prepare the Technical Report with appendices as required for DDW review and record.

Task 9.8 Structural Observation
CONSULTANT’s structural engineer will provide structural observation of concrete work as indicated in the contract documents, including wellhead modifications and structural anchorage.

This task excludes construction materials testing and special inspection work, as well as all laboratory and field testing (i.e. compaction of soil and aggregates) services. CONSTRUCTION MANAGER will be responsible for all construction materials testing (field and laboratory) services.

Task 9.9 Prepare Operations Manual
CONSULTANT will prepare a standalone operations manual for the Beltz 12 ASR well. The manual will describe all aspects of ASR well operation, including operational criteria, control logic, and system limitations. The operations manual will be developed in coordination with the project hydrogeologist.

Task 9.10 Attend Final Site Walk and Prepare Record Drawings CONSULTANT will attend a final acceptance site walk as scheduled by the CONSTRUCTION MANAGER to note any items required for project completion. CONSULTANT will prepare record drawings based on redlines prepared by the contractor and reviewed by the CONSTRUCTION MANAGER. Record drawings will be updated on a monthly basis based on redlines provided by the CONSTRUCTION MANAGER. CONSULTANT will also furnish a 2D drawing (AutoCAD .DWG format) of the Beltz 12 wellhead and associated piping for City use.

Task 9.11 OPTIONAL TASK: Change Order Review
At the City’s direction, CONSULTANT will review proposed change orders submitted by the Contractor. CONSULTANT will determine if a change is warranted based on the contract documents and will evaluate the cost of the change order proposal in coordination with the

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CONSTRUCTION MANAGER. This optional task assumes a total level of effort of up to 36 hours for up to four proposed change orders.

ESDC Assumptions
· Total Construction duration will not exceed 16 months. · Up to 8 in-person site visits and 20 virtual progress meetings (via Microsoft Teams or similar format) are assumed under Task 9.3.
· Additional in-person meetings include: pre-construction conference (Task 9.2), commissioning assistance (Task 9.6, up to 2 meetings), DDW final inspection site walk (Task 9.7), structural observations (Task 9.8, up to 2 meetings), and site walk for final completion (9.10).
· Up to 30 RFIs are assumed under this task.
· Up to 80 shop drawing submittals (combined total of original submittals and resubmittals) are assumed under this task.
· CONSTRUCTION MANAGER will be responsible for all direct, formal communication with the contractor.
· CONSTRUCTION MANAGER will be responsible for completion of change order reviews.
· CONSULTANT will route all correspondence through the CONSTRUCTION MANAGER. · Up to two days (one trip each) of structural observation are assumed under Task 9.8. · Construction materials testing and inspection are excluded from this scope of services. · Geotechnical observation is excluded from this scope of services. · Environmental services and any non-DDW permitting services are excluded from this scope of services.

TIME OF PERFORMANCE
CONSULTANT will perform the ESDC scope of services over an assumed 16-month construction duration.

PAYMENT
Payment for services will be per the attached Engineering Services During Construction Fee Proposal on a time and materials basis.

23.21 City of Santa Cruz Professional Services Agreement for Engineering Services During Construction Beltz Well 12 Upgrades for Aquifer Storage and Recovery Project November 2024 Page 16
EXHIBIT B: FEE SCHEDULE

23.22 Project
Manager
Project
Engineer
Electrical
Engineer
Instrument.

Engineer
Task Task Description Lead Project Professional Project Professional Project Professional Project Professional Project Professional Assistant Professional Senior Technician Technician Clerical 9 Engineering Services During Construction

9.1 ESDC Project Management 64 - - - - - - - - 64 $ 21,760 960$ $ - $ 22,720

9.2 Attend Pre-Construction Conference 6 - - - 6 - - - - 12 $ 3,984 180$ $ 220 $ 4,3849.3 Attend Progress Meetings 68 68 - - - - - - - 136 $ 45,152 2,040$ $ 1,620 $ 48,812

9.4 Respond to RFIs 16 32 8 8 8 48 - - - 120 $ 34,288 1,800$ $ - $ 36,088

9.5 Shop Drawing Submittal Review 40 48 32 40 - 160 - - - 320 $ 88,160 4,800$ $ - $ 92,9609.6 Testing, Commissioning, Startup, and Training Assistance 8 32 - - - - - - - 40 $ 13,088 600$ $ 420 $ 14,108

9.7 DDW Permitting Coordination 8 16 - - - 40 - - 8 72 $ 18,016 1,080$ $ 220 $ 19,316

9.9 Structural Observation - - - - 16 - - - - 16 $ 5,184 240$ $ 420 $ 5,844

9.9 Prepare Operations Manual 4 80 - - - - - - 8 92 $ 28,472 1,380$ $ - $ 29,852

9.10 Attend Final Site Walk and Prepare Record Drawings 4 - - - 16 16 40 128 - 204 $ 40,936 3,060$ $ 220 $ 44,216 TASK 10 TOTAL 218 276 40 48 46 264 40 128 16 1,076 299,040 $ 16,140$ $ 3,120 $ 318,300 Total (Base) 218 276 40 48 46 264 40 128 16 1,076 299,040 $ 16,140$ $ 3,120 $ 318,300

9.11 OPTIONAL: Change Order Review 8 16 4 4 4 - - - - 36 $ 11,792 540$ $ - $ 12,332 Total (Base + Optional) 226 292 44 52 50 264 40 128 16 1,112 310,832 $ 16,680$ $ 3,120 $ 330,632 Notes:(1) Rates are based on Carollo Engineers, Inc., Fee Schedule as of Jan 1, 2024 for California. Rates will be adjusted to standard fee schedules annually.(2) Other direct expenses include mileage traveling to/from meetings at IRS Federal Rate, other travel expenses, and reproduction expenses.

Total
Hours
Staff
Support
Structural
Engineer

CITY OF SANTA CRUZ
BELTZ 12 UPGRADES FOR AQUIFER STORAGE AND RECOVERY PROJECT

ENGINEERING SERVICES DURING CONSTRUCTION FEE PROPOSAL
Carollo Engineers, Inc. (1)

PROJECT

PECE TOTAL
(2)
Doc.

Process.

CAD
Technician
Senior
CAD
Technician Expenses
(2)
Labor
Cost
pw:\\IO-PW-INT.carollo.local:Carollo_200000\Documents\CA\Santa Cruz\202431-100000\01 Project Management\02 Contract\10 Prime Agreement\ESDC_202409 Beltz Well 12_Fee.xlsx 11/4/2024

23.23 City of Santa Cruz Professional Services Agreement for Engineering Services During Construction Beltz Well 12 Upgrades for Aquifer Storage and Recovery Project November 2024 Page 17
EXHIBIT C: INSURANCE REQUIREMENTS
Consultant shall procure and maintain insurance against claims for injuries to persons or damages to property and otherwise which may arise from or in connection with the performance of the work under this Agreement and the results of that work by Consultant, its agents, representatives, employees, or subcontractors.

A. CERTIFICATE REQUIREMENTS
The City will be issued a Certificate of Insurance (a Memorandum of Understanding will not be accepted) with the following minimum requirements:
• Certificate(s) will show current policy number(s) and effective dates, • Coverage and policy limits will meet, or exceed, requirements below, • The Certificate Holder will be City of Santa Cruz, Risk Management, 1200 Pacific Ave., Suite 290, Santa Cruz, CA 95060,
• Certificate will be signed by an authorized representative, • An endorsement, if required below, will be provided to show the City, its officers, officials, employees, and volunteers as additional insureds, and
• Coverages must be maintained during the term of the Agreement with the City, unless a longer duration is required as specified below.

B. MINIMUM SCOPE AND LIMITS OF INSURANCE
Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. If Consultant maintains broader insurance coverage and/or higher limits than the minimums shown below, the City of Santa Cruz requires and shall be entitled to the broader insurance coverage and/or higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Cruz.

Coverage will be at least as broad as:
• COMMERCIAL GENERAL LIABILITY (CGL): $1,000,000 PER OCCURRENCE; $2,000,000 AGGREGATE Proof of coverage for $1 Million per occurrence and $2 Million in the aggregate including products and completed operations, property damage, bodily injury, personal and advertising injury will be provided on Insurance Services Office (ISO) Form CG 00 01 covering CGL. • PROFESSIONAL LIABILITY (ERRORS AND OMISSIONS): $2,000,000 PER OCCURRENCE OR CLAIM, $2,000,000 AGGREGATE.

Consultant will maintain insurance appropriate to Consultant’s profession; with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after date of completion of the services under this Agreement. If coverage is canceled or non-renewed and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date or start of work date, Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the contract of work.
• AUTOMOBILE LIABILITY:

Proof of coverage for $1,000,000 provided on ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non-owned autos (Code 9), per accident for bodily injury and property damage.

23.24 City of Santa Cruz Professional Services Agreement for Engineering Services During Construction Beltz Well 12 Upgrades for Aquifer Storage and Recovery Project November 2024 Page 18
• WORKERS’ COMPENSATION AS REQUIRED BY THE STATE OF CALIFORNIA, WITH STATUTORY LIMITS, AND EMPLOYER’S LIABILITY INSURANCE: $1,000,000 per accident for bodily injury or disease.

The Worker’s Compensation policy must be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant and its employees. (Not required if Consultant provides written verification it has no employees) - If Consultant has no employees, Consultant shall complete and sign a Workers’ Compensation Exemption Declaration and Release of Liability.

C. OTHER INSURANCE PROVISIONS
The insurance policies are to comply with the following provisions:
• ADDITIONAL INSURED STATUS
The City, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the CGL with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations, products and completed operations. General liability coverage will be provided in the form of an endorsement to Consultant’s insurance at least as broad as ISO Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 (if a later edition is used).
o PRIMARY COVERAGE
For any claims related to this Agreement, Consultant’s and all subcontractor’s insurance coverage will be primary and non-contributory as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers will be excess of Consultant’s and all subcontractor’s insurance and will not contribute with it.
• NOTICE OF CANCELLATION
Each insurance policy required above shall state that the coverage shall not be canceled, except with notice to the City.
• WAIVER OF SUBROGATION
Consultant hereby grants to the City a waiver of any right to subrogation, except as otherwise not applicable, which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss, including attorney’s fees under such insurance. Consultant agrees to obtain any endorsement that may be necessary to effectuate this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. • EXCESS LIABILITY/UMBRELLA INSURANCE POLICIES
Consultant may use excess liability/umbrella policies to meet the required liability limits on the condition that they provide all of the insurance coverages required herein, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The excess liability/umbrella insurance policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying CGL insurance. No insurance policies maintained by the additional insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant’s primary and excess liability policies are exhausted.

23.25 City of Santa Cruz Professional Services Agreement for Engineering Services During Construction Beltz Well 12 Upgrades for Aquifer Storage and Recovery Project November 2024 Page 19
• DURATION OF COVERAGE
CGL & Excess Liability/Umbrella policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. • SELF-INSURED RETENTIONS (SIR)
Self-insured retentions must be declared to and approved by the City. City may require Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related expenses.

The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
• ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII, unless otherwise acceptable to the City.
• CLAIMS MADE POLICIES
If any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work. • VERIFICATION OF COVERAGE
Consultant will furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy (and CPL, automobile and any Excess Liability/Umbrella policies, as applicable) listing all policy endorsements to be approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning will not waive the Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

D. SUBCONTRACTORS
Consultant shall include their subcontractor(s) as additional insured(s) under the policies or shall furnish separate certificates and endorsements for each contractor and subcontractor. Consultant shall require and verify that all contractors and subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City, its officers, officials, employees, agents, and volunteers are named as additional insureds on insurance required from its contractor(s) and subcontractor(s).

E. SPECIAL RISKS/CIRCUMSTANCES
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances and provide notice to Consultant.

23.26 City of Santa Cruz Professional Services Agreement for Engineering Services During Construction Beltz Well 12 Upgrades for Aquifer Storage and Recovery Project November 2024 Page 20

23.27 City Council

AGENDA REPORT
DATE: 11/18/2024
AGENDA OF: 12/10/2024
DEPARTMENT: Water
SUBJECT: Brackney Landslide Area Pipeline Risk Reduction Project (c702002) – Approve Plans and Specifications, Authorize staff to Advertise for Bids and Award Contract, and Consider the Certified Final Environmental Impact Report and Addendum (WT)
RECOMMENDATION: Motion to:
1) Consider the certified Final Environmental Impact Report for the Newell Creek Pipeline Improvement Project and the Brackney North Section Addendum to the Final Environmental Impact Report for the Newell Creek Pipeline Improvement Project; 2) Approve the plans and specifications for the Brackney Landslide Area Pipeline Risk Reduction Project (c702002) (Project) and authorize staff to advertise for bids at https://procurement.opengov.com/portal/santacruzca. The City Manager is hereby authorized and directed to execute the contract as authorized by Resolution No. NS-27,563; and 3) Authorize the Water Director to execute change orders for the Project for amounts that are within the approved project budget.

BACKGROUND: The City of Santa Cruz Water Department (SCWD) developed the Project to improve the reliability of water supply infrastructure for the City of Santa Cruz (City). The Project is realigning a section of the Newell Creek Pipeline (NCP) in an area with known geological hazards to protect it from future landslides and geological movements. The NCP is a critical component of the City’s water supply infrastructure that transports water from the Loch Lomond Reservoir to the City’s Graham Hill Water Treatment Plant. The Brackney area segment of the NCP has been included in many SCWD risk assessments and is identified in the City’s Local Hazard Mitigation Plan.

On October 24, 2017, the City Council authorized SCWD to apply for funding from the Hazard Mitigation Grant Program (HMGP) through the Federal Emergency Management Agency (FEMA). Initial funding was accepted and appropriated by City Council on April 28, 2020. The HMGP awarded the grant as a two-phased project with Phase 1 being field investigations, design, right-of way acquisition, and environmental permitting. SCWD continued to seek HMGP funding as the Project proceeded through Phase 1, and Council accepted and appropriated additional funding on August 10, 2021. The total grant amount for Phase 1 was $1,211,871.

Phase 1 is now complete, and FEMA has accepted all Phase 1 deliverables.

24.1 SCWD submitted Phase 1 deliverables to FEMA for approval in November 2022 and provided a Phase 2 (construction) scope of work and request for additional funding in February 2023. On July 10, 2024, an additional $3,858,079 in HMGP funds was awarded by FEMA to assist with the Phase 2 costs. Phase 2 funding was accepted and appropriated by City Council on August 27, 2024.

On December 12, 2023, January 9, 2024, March 12, 2024, and May 28, 2024, the City Council approved the purchase of easements needed for this Project.

DISCUSSION: Project plans and technical specifications for the Project are now complete and will be posted at the link below until the bidding period begins:
https://www.cityofsantacruz.com/government/city-departments/water/projects-in-yourneighborhood.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION:

Pursuant to CEQA, the Project was evaluated in the Final Environmental Impact Report (EIR) for the entire NCP Improvement Project. At its meeting on May 10, 2022, City Council certified the Final EIR for the NCP Improvement Project; adopted the Findings of Fact, a Statement of Overriding Considerations, and a Mitigation, Monitoring, and Reporting Program; and approved the NCP Improvement Project.

Since the certification of the Final EIR, minor modifications were made to the previously evaluated Project. Proposed modifications include:
• Construction duration;
• A change in work hours to Monday through Friday from 8 a.m. – 5 p.m. to 7 a.m. - 6 p.m.;
• Work on Saturdays with the same weekday work hours for Horizontal Directional Drilling (HDD) pipeline installation, pipeline trenching and tie-in work; • Extension from one to two days of continuous 24-hour installation of HDD pipeline; • Up to 24 instead of 8 daily workers may be present on the construction site; and • Nighttime lighting for the two 24-hour operations and early evening hours in the winter.

City staff determined that an Addendum to the certified Final EIR was the appropriate environmental documentation for the proposed modifications, consistent with Section 15164 of the CEQA Guidelines. An Addendum was prepared in November 2023. The modifications were reviewed for aesthetics (light and glare), air quality, biological resources (related to lighting), energy, greenhouse gas emissions, noise, and transportation. Modifications to the Project analyzed in the NCP Improvement Project EIR represent minor changes that would not result in new significant or substantially more severe impacts than those previously identified. Similarly, there are no substantial changes to the Project circumstances or new information that would result in significant impacts or a substantial increase in severity of previously identified impacts since certification of the EIR. As demonstrated by the Addendum, none of the conditions calling for the preparation of a subsequent EIR or a supplement to the EIR are present. The Final Environmental Impact Report and Addendum for this project can be found here:
https://www.cityofsantacruz.com/Home/Components/BusinessDirectory/BusinessDirectory/171/ 2089.

24.2 HEALTH IN ALL POLICIES (HiAP): The NCP is the only raw water transmission pipeline that carries water from the Loch Lomond Reservoir. Breaks to this pipeline pose a threat to the City’s drinking water supply. As mentioned, this segment of the pipeline is at risk of breaks especially during winter storms. Replacing and realigning this segment will ensure the City’s ability to continue to provide safe and reliable public drinking water and support the sustainability and public health pillars of the City’s HiAP initiative.

FISCAL IMPACT:

1. The recommendation in this report impacts the General Fund: No

2. This recommendation requires a budget adjustment: No

3. The recommendation creates an on-going expenditure commitment: No FISCAL IMPACT DESCRIPTION: The engineer’s estimate of construction cost is $10,125,000 including construction and bid market contingencies. Grant funding for construction in the amount of $3,858,079 from FEMA’s HMGP has reduced the overall cost to the Water Enterprise Fund. Budget appropriations for Fiscal Year 2025 costs are available in Capital Investment Program project c702002, Brackney Landslide Area Pipeline Risk Reduction Project.

Additional appropriations will be requested in each fiscal year’s recommended budget as needed to complete the Project.

Prepared By:

Lewis Kay
Engineering Associate
Submitted By:

Heidi Luckenbach
Water Director
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

None.

24.3 City Council

AGENDA REPORT
DATE: 11/21/2024
AGENDA OF: 12/10/2024
DEPARTMENT: Water
SUBJECT: Newell Creek Pipeline Replacement – Felton to Graham Hill Water Treatment Plant Project (c702105) – Award of Professional Services Agreement (WT)
RECOMMENDATION: Motion authorizing the City Manager to execute an agreement in a form to be approved by the City Attorney with MNS Engineers, Inc. (San Jose, CA) for construction management services for the Newell Creek Pipeline Improvement Project Felton/Graham Hill (c702105) in the amount of $2,458,845, and to authorize the Water Director to execute future contract amendments within the approved project budget.

BACKGROUND: The Newell Creek Pipeline (NCP), constructed in the 1960s, extends approximately 9.5 miles from the Newell Creek Dam to the Graham Hill Water Treatment Plant (GHWTP). The pipeline is critical to delivering water from the Loch Lomond Reservoir, the City’s only raw surface water storage facility, to the GHWTP during the peak dry season, extended dry periods, and storm events when other sources are diminished or otherwise impaired. The City of Santa Cruz Water Department (SCWD) developed a program to replace the entire NCP from Loch Lomond Reservoir to the GHWTP. To facilitate the design and construction, the NCP Replacement Project has been split into three segments, including the section from Felton to GHWTP (Project). With the Project, the City plans to replace a section of the Newell Creek Pipeline that has reached the end of its operational life. Specifically, the Project will replace the existing pipeline that runs through Henry Cowell Redwoods State Park and will construct approximately 19,860 linear feet of new, 24-inch diameter, re-aligned pipeline between the Felton Booster Pump Station and the intersection of Graham Hill Road and Henry Cowell Drive.

On August 27, 2024, the City Council adopted a resolution approving the plans and specifications and authorizing staff to advertise for bids. Four bids were received on October 15th, all within the engineer’s estimate. The construction contract was awarded to the low bidder, Ranger Pipelines, Inc. (San Francisco, CA) as authorized by Resolution No. NS-27,563 for an amount of $19,272,183 plus a 10% construction contingency of $1,927,218 for which the Water Director is authorized to execute change orders within the approved project budget.

In August 2024, the Water Department formally issued a Request for Proposals (RFP) for construction management services. Six firms submitted proposals in October 2024. Each submittal was evaluated and scored through a competitive qualifications-based selection process.

25.1 MNS Engineers was ranked highest based on their team qualifications, as well as their strong past performance providing similar services for the County and City of Santa Cruz.

A scope of work and fee have been negotiated with MNS Engineers to provide construction management and environmental monitoring services on the Project.

DISCUSSION: As the Project moves into the construction phase, staff recommends entering into a professional services contract in the amount of $2,458,845 with MNS Engineers to oversee and manage construction of the pipeline and related activities. Construction duration is nearly two years and is expected to start in early Spring 2025 and continue through the end of 2026.

The proposed scope of work for MNS Engineers consists of the following tasks:
• Task 1: Project Management and Coordination
• Task 2: Construction Management
• Task 3: Change Order Management
• Task 4: Inspections and Environmental Training, Surveying, and Monitoring CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: The proposed Council action that authorizes the City Manager to execute a professional services agreement is not a “Project” under the California Environmental Quality Act (CEQA) because it does not have the potential to cause a physical change in the environment directly or indirectly.

The Newell Creek Pipeline Improvement Project, however, is a “project” under CEQA and the Final Environmental Impact Report (State Clearinghouse No. 2021010166) was certified by City Council in May 2022. The Final Environmental Impact Report for the project can be found here:
https://www.cityofsantacruz.com/Home/Components/BusinessDirectory/BusinessDirectory/171/ 2089
HEALTH IN ALL POLICIES (HiAP): The NCP is the only water transmission pipeline that can deliver raw water from the Loch Lomond Reservoir to the Graham Hill Water Treatment Plant for treatment and it is highly susceptible to leaks due to its age. This Project will ensure the reliability of the public drinking water supply and thus, is supportive of the objectives within sustainability and public health pillars of the City’s HiAP initiative.

FISCAL IMPACT:

1. The recommendation in this report impacts the General Fund: No

2. This recommendation requires a budget adjustment: No

3. The recommendation creates an on-going expenditure commitment: No FISCAL IMPACT DESCRIPTION: The estimate for construction management services for MNS Engineering, Inc. is $2,458,845. Funds are available in the Water Department’s FY 2025 Capital Investment Program budget. The Project is funded by a Water Infrastructure Finance and Innovation Act (WIFIA) loan, a $959,752 Community Grant, and a loan provided by Drinking Water State Revolving Fund (DWSRF). The WIFIA and DWSRF loans are secured by the net revenues of SCWD. The City’s General Fund is not required to repay these loans. Funds for Project costs are budgeted annually based on estimated spend per fiscal year in the Water Department FY 2025 Capital Investment Program, project c702105 for the Newell Creek Pipeline Replacement – Felton to GHWTP Project. Funds for debt service costs are budgeted annually in Water Enterprise Fund 711’s operating budget.

25.2 Prepared By:

Doug Valby
Associate Professional
Engineer
Submitted By:

Heidi R. Luckenbach
Water Director
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. DRAFT PROFESSIONAL SERVICES AGREEMENT WITH MNS ENGINEERS, INC..PDF

25.3 City of Santa Cruz Professional Services Agreement for

CONSTRUCTION MANAGEMENT SERVICES FOR THE

NEWELL CREEK PIPELINE REPLACEMENT PROJECT-FELTON/GRAHAM HILL December 2024 Page 1
Professional Services Agreement With
MNS ENGINEERS, INC.

For CONSTRUCTION MANAGEMENT SERVICES FOR THE

NEWELL CREEK PIPELINE REPLACEMENT PROJECT-FELTON/GRAHAM HILL THIS AGREEMENT for professional services is made by and between the City of Santa Cruz (“City”) and __________________ (“Consultant”) (each is referred to individually as a “Party” and collectively, as the “Parties”) as of ____________, 20__ (the “Effective Date”).

NOW, THEREFORE, in consideration of each other’s mutual promises, the Parties hereto agree as follows:

SECTION 1: SCOPE OF WORK
Consultant will furnish services as defined and described in the Scope of Work, attached hereto as Exhibit A and incorporated herein.

SECTION 2: RESPONSIBILITIES OF CONSULTANT
All work performed by Consultant, or under Consultant’s direction, shall be rendered in accordance with the generally accepted practices, and to the standards of, Consultant's profession. Consultant represents and agrees that Consultant: (i) is fully experienced and properly qualified to perform the work and services provided for herein, (ii) has the financial capability required for the performance of the work and services, and (iii) is properly equipped and organized to perform the work and services in a competent, timely, and proper manner, in accordance with the requirements of this Agreement.

Consultant shall not undertake any work beyond the Scope of Work set forth in Exhibit A unless such additional work is approved in advance and in writing by City. The cost of such additional work shall be reimbursed to Consultant by City on the same basis as provided for in Section 4.

If, in performing the work, it is necessary to conduct field operations, security and safety of the job site will be the Consultant's responsibility excluding, the security and safety of any facility of City within the job site which is not under the Consultant's control.

Consultant shall meet with Heidi Luckenbach, Director of the Water Department, hereinafter called "Director", or other designated and authorized City personnel, or third parties as necessary, on all matters connected with carrying out of Consultant’s services described in Exhibit A. Such meetings shall be held at the request of either Party.

Review and City approval of completed work shall be obtained monthly, or at other intervals as may be mutually agreed upon during the course of this Agreement. Review, approval, or acceptance of Consultant’s work by City or others shall not relieve Consultant from responsibility for errors and omissions in Consultant’s work.

SECTION 3: RESPONSIBILITIES OF THE CITY
City shall make available to Consultant all necessary data and information in the City's possession and shall actively assist Consultant in obtaining such information from other agencies and individuals as needed. Consultant is entitled to reasonably rely upon the accuracy and completeness of such data and information, and Consultant shall provide City prompt written notice of any known defects in such data and information.

The Director may authorize a staff person to serve as his or her representative. The work in progress shall be reviewed at such intervals as may be mutually agreed upon between the Parties. The City will be the sole judge of acceptable work, provided that such approval will not be unreasonably withheld or delayed. If the work is not acceptable, City will inform Consultant of the changes or revisions necessary to secure approval.

25.4 City of Santa Cruz Professional Services Agreement for

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SECTION 4: FEES AND PAYMENT
For services actually performed, the City will compensate Consultant at the rates set forth in the Fee Schedule detailed in Exhibit B and in accordance with the terms set forth therein. Payment for Consultant's services in carrying out the entire Scope of Work shall be made within the budget limit, or limits shown, upon Exhibit B. Such payment shall be considered the full compensation for all personnel, materials, supplies, and equipment used by Consultant in the Scope of Work. Markups shall not be charged for any approved sub-consultants or subcontractors.

Consultant agrees that the payments to Consultant specified in this Section 4 will constitute full and complete compensation for all obligations assumed by Consultant under this Agreement. Where conflicts regarding compensation may occur, the provisions of this section apply.

Variations from the budget for each task which are justified by statements indicating personnel time expended and submittal of a revised budget are only allowed with prior City approval; however, in no event shall the total fee charged for the Scope of Work set forth in Exhibit A exceed the budget of $2,458,845.00 without advance written City authorization in the form of an amendment or change order.

Invoices shall detail the time worked by each class of employee on each task and the expenses incurred for which billing is made. Invoices shall indicate the percentage completion of each work task as identified in the Scope of Work in Exhibit A and the overall percentage of completion of the total required services. Unless otherwise specified in the fee schedule, payments shall be made monthly by the City within 30 days based on itemized invoices from the Consultant which list the actual costs and expenses.

All invoices shall contain the following affidavit signed by Consultant (if individual) or by a principal of Consultant’s firm (if Consultant is an entity):
"I hereby certify [or as principal of Consultant] that the charge of (Insert invoice amount) as summarized above and shown in detail on the attachments is a fair and reasonable use of public funds, is in accordance with the terms of Agreement dated (Insert Agreement Date), and has not been previously paid."
This Agreement is contingent upon the appropriation of sufficient funding by the City for the services covered by this Agreement. If funding is reduced or deleted by the City for the services covered by this Agreement, the City has the option without penalty or liability to either terminate this Agreement or to offer an amendment to this Agreement indicating the reduced amount.

SECTION 5: TRAVEL REIMBURSEMENT POLICY
The total fees and costs of Consultant’s services shall not exceed the amount described in the Fee Schedule. Travel expenses including but not limited to meals, transportation, and lodging will not be reimbursed. Exceptions to any of the above requirements require advance written permission from the Director or City’s designated agent contracting with the Consultant.

SECTION 6: CHANGES IN WORK
City may negotiate changes in the Scope of Work. No changes in the Scope of Work shall be made without the written approval of City and Consultant. Any change requiring compensation in excess of the sum specified in Exhibit B shall be approved in advance in writing by the City. Only City’s authorized representative(s) is authorized to approve changes to this Agreement on behalf of City.

25.5 City of Santa Cruz Professional Services Agreement for

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SECTION 7: TERM AND SCHEDULE
The term of this Agreement shall be on the effective date of this Agreement and terminating on upon completion of the Scope of Work. At the option of the City, this Agreement may be renewed annually under the same contractual terms and conditions by letter agreement.

Consultant shall begin work as specified in a written authorization (e.g., Notice to Proceed) to perform services. The written authorization to perform work shall not be issued until after this Agreement has been approved and authorized by the City.

The Work Schedule for completion of the work shall be as shown upon Exhibit C. In the event that major changes are ordered, the schedule for completion as stated in Exhibit C may be adjusted by City so as to allow Consultant a reasonable period of time within which to complete any additional work which may be required as a result of the ordered changes.

Neither party will be held responsible for delay or default caused by declared emergencies, natural disasters, or any Force Majeure event which is beyond the party's reasonable control. Consultant will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement.

The City reserves the right to obtain the item(s) and/or services covered by this Agreement from another source during any on-going suspension of service due to the circumstances outlined above.

Consultant acknowledges that it is necessary for Consultant to complete its work on or before the completion date set forth in Exhibit C in order to allow the City to achieve its objectives for entering into this Agreement. The Parties therefore agree that time is of the essence in the performance of this Agreement.

SECTION 8: TERMINATION
The City may terminate the Agreement for any reason by providing written notice to Consultant not less than 10 calendar days prior to an effective termination date.

The Consultant may terminate the Agreement for cause by providing written notice to the City` not less than 30 calendar days prior to an effective termination date.

The City may, at its option, allow Consultant to cure its failure to perform within 10 business days (or longer period authorized in writing by the City) from the date of the City’s termination notice. The termination shall be become effective if Consultant has not cured within the specified time period to the City’s satisfaction.

Consultant may terminate this Agreement for cause if the City fails to cure a material default in performance within a period of 30 calendar days (or such longer period agreed to by the Consultant), from date of the Consultant’s written termination notice specifying the default in performance.

Upon notice of termination by either the City or Consultant, the Consultant will immediately act to not incur any additional obligations, costs or expenses, except as may be reasonably necessary to terminate its activities. The City’s only obligation to the Consultant will be just and equitable payment for services authorized by, and received to the satisfaction of, the City up to and including the effective date of termination less any amounts withheld. All finished or unfinished work or documents procured or produced under the Agreement will become property of the City upon the termination date. In the event of Consultant’s failure to perform pursuant to the Agreement, the City reserves the right to obtain services elsewhere and Consultant will be liable for the difference between the prices set forth in the terminated Agreement and the actual cost to the City. Termination of the Agreement pursuant to this

25.6 City of Santa Cruz Professional Services Agreement for

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paragraph shall not relieve the Consultant of any liability to City for additional costs, expenses, or damages sustained by City due to failure of the Consultant to perform pursuant to the Agreement. City may withhold any payments to Consultant for the purpose of set-off until such time as the exact amount of damages due City from Consultant is determined. After the effective date of termination, Consultant will have no further claims against the City under the Agreement. No other compensation will be payable for anticipated profit on unperformed services.

SECTION 9: INSURANCE
Prior to the beginning of and throughout the duration of the Agreement, Consultant will maintain and comply with the Insurance Requirements as set forth in Exhibit D. Consultant will insure the City against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder. The insurance coverages required shall not in any way limit the liability of the Consultant.

SECTION 10: INDEMNIFICATION
Consultant agrees, to the fullest extent permitted by law, to indemnify, defend, and hold harmless the City, its officials, officers, employees, agents, and volunteers (collectively, “Indemnitees”) from and against any and all liability, claim, action, loss, injury, damage, judgment, or expense, including attorneys’ fees and costs (“Losses”) caused by or resulting from the negligence, recklessness, or willful misconduct of Consultant, Consultant’s officers, employees, agents, or subcontractors in any way related to this Agreement. Consultant’s duty to indemnify and hold harmless Indemnitees shall not apply to the extent such Losses are caused by the sole or active negligence or willful misconduct of Indemnitees. Consultant’s obligation to defend shall arise regardless of any claim or assertion that Indemnitees caused or contributed to the Losses.

In the event this Agreement involves the performance of design professional services by Consultant, Consultant’s officers, employees, agents, or subcontractors, Consultant’s costs to defend Indemnitees shall not exceed the Consultant’s proportionate percentage of fault per Civil Code §2782.8. This section shall survive the termination or expiration of this Agreement.

SECTION 11: EQUAL EMPLOYMENT OPPORTUNITY/NON-DISCRIMINATION POLICIES City’s policies promote a working environment free from abusive conduct, discrimination, harassment, and retaliation; and require equal opportunity in employment for all regardless of race, religious creed (including religious dress and grooming practices), color, national origin (including language use restrictions), ancestry, religion, disability (mental and physical), medical condition, sex, gender (including gender identity and gender expression), physical characteristics, marital status, age, sexual orientation, genetic information (including family health history and genetic test results), organizational affiliation, and military or veteran status, or any other consideration made unlawful by local, State or Federal law. City requires Consultant to comply with all applicable Federal and State and local equal employment opportunity laws and regulations, and Consultant is responsible for ensuring that effective policies and procedures concerning the prevention of abusive conduct, discrimination, harassment, and retaliation exist in Consultant’s business organization. The City’s current Equal Employment Opportunity and Non-Discrimination policies to which this Section applies may be viewed at http://www.codepublishing.com/CA/SantaCruz/?SantaCruz09/SantaCruz0983.html and http://www.cityofsantacruz.com/home/showdocument?id=59192.

SECTION 12: LEGAL ACTION/ATTORNEYS’ FEES
If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief. The laws of the State of California, with jurisdiction in the Santa Cruz County Superior Court, shall govern all matters relating to the validity, interpretation, and effect of this Agreement and any authorized or alleged changes, the performance of any of its terms, as well as the rights and obligations of Consultant and the City.

25.7 City of Santa Cruz Professional Services Agreement for

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SECTION 13: AMENDMENTS
This Agreement may not be amended in any respect except by way of a written instrument which expressly references and identifies this particular Agreement, which expressly states that its purpose is to amend this particular Agreement, and which is duly executed by the City and Consultant. Consultant acknowledges that no such amendment shall be effective until approved and authorized by the City’s authorized representative. No representative of the City is authorized to obligate the City to pay the cost or value of services beyond the scope of services set forth in Exhibit A.

Such authority is retained solely by the City Manager, Director, or their designee. Unless expressly authorized by the City Manager or Director, Consultant’s compensation shall be limited to that set forth in Exhibit B, Fee Schedule.

SECTION 14: MISCELLANEOUS PROVISIONS

1. Project Manager/Key Staff. Director reserves the right to evaluate and confer with Consultant regarding the project manager or other key staff assigned by Consultant to perform the work under this Agreement. Consultant shall replace the project manager or key staff upon Director’s request due to Director’s concern about their performance, or City shall have the right to terminate this Agreement. Otherwise, no change in assignment by the Consultant may occur without prior written approval of the City.

2. Consultant Services Only. Consultant is employed to render professional services only and any payments made to Consultant are compensation solely for such professional services.

3. Independent Contractor. In the performance of this Agreement, it is expressly understood that Consultant, including each of Consultant’s employees, agents, subcontractors or others under Consultant’s supervision or control, is an independent contractor solely responsible for its own acts and omissions, and shall not be considered an employee of the City for any purpose. Consultant agrees to comply with AB5, codified at Labor Code section 2750.3, and shall indemnify, defend and hold harmless the City, its officials, officers, employees, and agents against any claim or liability, including attorneys’ fees and costs, arising in any manner related to this Agreement that an employee, agent or others under Consultant’s supervision or control was misclassified.

4. Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

5. Subcontractors. Consultant shall obtain prior approval of the City prior to subcontracting of any work pursuant to this Agreement. If at any time, the City determines any subcontractor is incompetent or unqualified, Consultant will be notified and will be expected to immediately cancel the subcontract. Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements stated herein, including naming the City of Santa Cruz, its officers, officials, employees, agents, and volunteers as additional insureds. Any modification to the insurance requirements for subcontractors must be agreed to by the City in writing.

6. Assignment. This Agreement shall not be assigned without first obtaining the express written consent of the Director or after approval of the City Council. Neither party may assign this Agreement unless this Agreement is amended in accordance with its terms.

7. Conflicts of Interest. Consultant agrees to comply with conflict of interest lawsin performing the work and services under this Agreement. Consultant covenants (on behalf of Consultant and Consultant’s employees, agents, representatives, and subcontractors) that there is no direct or indirect interest, financial or otherwise, which would conflict in any manner or degree with the performance of services required under this Agreement. Consultant acknowledges and agrees to comply with applicable provisions of conflict of interest law and regulations, including the CA Political Reform Act, Sections 1090 and 87100 of the Government Code, and the City’s conflict of interest

25.8 City of Santa Cruz Professional Services Agreement for

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NEWELL CREEK PIPELINE REPLACEMENT PROJECT-FELTON/GRAHAM HILL December 2024 Page 6
code. Consultant will immediately advise City if Consultant learns of a conflicting financial interest of Consultant during the term of this Agreement.

8. City Property. The work, or any portion, of Consultant in performing this Agreement shall become the property of City. The Consultant may be permitted to retain copies of such work for information and reference in connection only with the provision of services for the City. All materials and work product, whether finished or unfinished, shall be delivered to City upon completion of contract services or termination of this Agreement for any reason.

Consultant acknowledges and agrees that the work product shall be considered a work made for hire within the meaning of the patent and copyright laws of the United States; and Consultant agrees that all copyrights which arise from creation of project-related documents and materials pursuant to this Agreement shall be vested in the City and Consultant waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. Any work product related to this Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to any third party, except by agreement in writing by the City, or except as otherwise provided herein.

Consultant’s final deliverables shall comply with Section 508 (29 U.S.C. Section 794d) accessibility requirements, as applicable.

9. Intellectual Property and Indemnity. Consultant represents to City that, to the best of Consultant’s knowledge, any Intellectual Property (including but not limited to: patent, patent application, trade secret, copyright and any applications or right to apply for registration, computersoftware programs or applications, tangible or intangible proprietary information, or any other intellectual property right) in connection with any services and/or products related to this Agreement does not violate or infringe upon any Intellectual Property rights of any other person or entity.

To the fullest extent permitted by law, Consultant agrees to indemnify, defend, and hold harmless City, its officials, officers, employees, and agents, from any and all claims, demands, actions, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) arising out of a claim of infringement, actual or alleged, direct or contributory, of any Intellectual Property rights in any way related to Consultant’s performance under this Agreement or to the City’s authorized intended or actual use of Consultant’s product or service under this Agreement. This provision shall survive termination or expiration of this Agreement.

If any product or service becomes, or in the Consultant’s opinion is likely to become, the subject of a claim of infringement, the Consultant shall, at its sole expense: (i) provide the City the right to continue using the product or service; or (ii) replace or modify the product or service so that it becomes non-infringing; or (iii) if none of the foregoing alternatives are possible even after Consultant’s commercially reasonable efforts, in addition to other available legal remedies, City will have the right to return the product or service and receive a full or partial refund of an amount equal to the value of the returned product or service, less the unpaid portion of the purchase price and any other amounts, which may be due to the Consultant. City shall have the right to retrieve its data and proprietary information at no charge prior to any return of the product or termination of service.

10. Confidentiality.
a. Consultant shall not acquire any ownership interest in data and information (“City Data”) received by Consultant from City, which shall remain the property of the City. Certain information may be considered confidential (“Confidential Information”). Confidential Information shall mean all information or proprietary materials (in every form and media) not generally known to the public and which has been or is hereafter disclosed or made available directly or indirectly to Consultant through any means of communication, either verbally or in writing even if it has not been designated in writing as “Confidential” to Consultant in connection with this Agreement. Unless otherwise required by law, Consultant shall not, without City’s written permission, use or disclose City Data and/or Confidential Information other than in the performance of the obligations under this Agreement. As between Consultant and City, all City

25.9 City of Santa Cruz Professional Services Agreement for

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Confidential Information shall remain the property of the City. Consultant shall not acquire ownership interest in the City’s Confidential Information.
b. Consultant shall be responsible for ensuring and maintaining the security and confidentiality of City Data and Confidential Information, protect against any anticipated threats or hazards to the security or integrity of City Data and Confidential Information, protect against unauthorized access to or use of City Data and Confidential Information that could result in substantial harm or inconvenience to City or any end users; and ensure the proper return and/or disposal of City Data and Confidential Information upon termination of this Agreement with notice to the City.
c. Consultant shall take appropriate action to address any incident of unauthorized access to City Data and Confidential Information, including addressing and/or remedying the issue that resulted in such unauthorized access, notifying City as soon as possible of any incident of unauthorized access to City Data and Confidential Information, or any other breach in Consultant’s security that materially affects City or end users; and be responsible for ensuring compliance by its officers, employees, agents, and subcontractors with the confidentiality provisions hereof. Should confidential and/or legally protected City Data be divulged to unauthorized third parties, Consultant shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at Consultant’s sole expense. Consultant shall not charge City for any expenses associated with Consultant’s compliance with these obligations.

d. Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees and agents against any claim, liability, loss, injury or damage (including attorneys’ fee and costs) arising out of, or in connection with, the unauthorized use, access, and/or disclosure of City Data and/or Confidential Information by Consultant and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of the City. This provision shall survive the termination or expiration of this Agreement.

11. Consultant's Records. Consultant shall maintain accurate accounting records and other written documentation pertaining to the costs incurred relating to this Agreement for examination and audit by the City, State, or federal government, as applicable, during the period of this Agreement, and for a period of at least five (5) years from the date of the final City payment for Consultant's services, or date of the termination of this Agreement, whichever is later. If Consultant engages a subcontractor to perform work related to this Agreement with a cost of $10,000 or more over a 12-month period, such subcontract shall contain these same requirements. This provision shall survive the termination of this Agreement.

12. California Public Records Act. City is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Consultant’s proprietary information is contained in documents or information submitted to City, and Consultant claims that such information falls within one or more CPRA exemptions, Consultant must clearly mark such information “Confidential and Proprietary,” and identify the specific lines containing the information. In the event of a request for such information, City will make best efforts to provide notice to Consultant prior to such disclosure. If Consultant contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief, or other appropriate remedy from a court of law in Santa Cruz County before the City is required to respond to the CPRA request. If Consultant fails to obtain such remedy within the time the City is required to respond to the CPRA request, City may disclose the requested information without any liability. Consultant further agrees that it shall defend, indemnify and hold City harmless against any claim, action or litigation (including but not limited to all judgments, costs, and attorney’s fees) that may result from denial by City of a CPRA request for information arising from any representation, or any action (or inaction), by the Consultant.

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13. Compliance with Laws. All activities of Consultant, its employees, subcontractors and/or agents will be carried out in compliance with all applicable federal, state, and local laws and regulations. Consultant further agrees to comply with the covenant of good faith and fair dealing and other provisions of Santa Cruz Municipal Ordinance chapter 3.09, or otherwise Consultant may be subject to penalties including being declared an irresponsible contractor.

14. Licensure. Consultant agrees that Consultant, its subcontractors and/or agents (if any) has/have complied with all applicable federal, state, and local licensing requirements and agrees to provide proof of a current City of Santa Cruz Business Tax Certificate if:
• Consultant, its subcontractor(s) and agent(s) or its business is/are located in the City of Santa Cruz; • Will perform actual work in the City of Santa Cruz for 6 or more days annually; or • Will use company vehicles to deliver within the City of Santa Cruz for 6 or more days annually.

For additional information and licensing requirements, view the City’s Business Licenses and Permits webpage or call the Revenue and Taxation division at 831/420-5070.

15. Living Wage. Every contract for services to the City for $10,000 or more, is subject to City of Santa Cruz Living Wage Ordinance number 2000-25. If applicable, Consultant agrees to comply with the requirements of the Living Wage ordinance as provided in Santa Cruz Municipal Code Chapter 5.10.

16. Prevailing Wages for Public Work. To the extent that the work or services to be performed under this Agreement may be considered a “public work” (construction, alteration, demolition, or repair work) pursuant and subject to Labor Code section 1720 et seq., Consultant (and any subconsultant performing the work or services) shall conform to any and all prevailing wage requirements applicable to such work/and or services under this Agreement. Consultant (and any subconsultant) shall adhere to the prevailing wage determinations made by the Director of Industrial Relations (DIR) pursuant to California Labor Code Part 7, Chapter 1, Article 2, applicable to the work, if any. All workers employed in the execution of a public works contract (as such term is defined California Labor Code section 1720 et seq. and section 1782(d)(1)) must be paid not less than the specified prevailing wage rates for the type of work performed. (CA Labor Code sections 1720, 1774 and 1782.) To the extent applicable to the scope of work and services under this Agreement, Consultant agrees to be bound by the state prevailing wage requirements, including, but not limited to, the following:
a. If a worker is paid less than the applicable prevailing wage rate owed for a calendar day (or any portion thereof), Consultant shall pay the worker the difference between the prevailing wage rate and the amount actually paid for each calendar day (or portion thereof) for which the worker(s) was paid less than the prevailing wage rate, as specified in Labor Code section 1775; b. Consultant shall maintain and make available payroll and worker records in accordance with Labor Code sections 1776 and 1812;
c. If Consultant employs (and/or is legally required to employ) apprentices in performing the work and/or services under this Agreement, Consultant shall ensure compliance with Labor Code section 1777.5; d. Consultant is aware of the limitations imposed on overtime work by Labor Code sections 1810 et seq. and shall be responsible for any penalties levied in accordance with Labor Code section 1813 for failing to pay required overtime wages;
e. Consultant shall post a copy of the applicable wage rates at each jobsite at a location readily available to its workers.
f. Any failure of Consultant and/or its subconsultant to comply with the above requirements relating to a public work project shall constitute a breach of this Agreement that excuses the City’s performance of this

25.11 City of Santa Cruz Professional Services Agreement for

CONSTRUCTION MANAGEMENT SERVICES FOR THE

NEWELL CREEK PIPELINE REPLACEMENT PROJECT-FELTON/GRAHAM HILL December 2024 Page 9
Agreement at the City’s sole and absolute option and shall be at the sole risk of Consultant. Consultant on behalf of itself and any subconsultant, agree to indemnify, defend and hold harmless the City and its officials, officers, employees, and agents from and against any and all claims, liabilities, losses, costs, expenses, attorney’s fees, damages, expenses, fines, financial consequences, interest, and penalties, of any kind or nature, arising from or relating to any failure (or alleged failure) of the Consultant and any subconsultant to pay prevailing wages or to otherwise comply with the requirements of prevailing wage law relating to a public work.
g. Consultant acknowledges that it and/or any subconsultant may not engage in the performance of any contract for public work unless currently registered with the DIR and qualified to perform public work pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

17. Storm Water Requirements. To the extent applicable to the Scope of Work under this Agreement, Consultant, Consultant’s employees, subcontractors, and agents are required to abide by the applicable City of Santa Cruz Storm Water Best Management Practices (BMPs) for the duration of the work. The City’s mandatory Storm Water BMPs, which are listed according to the type of work, operations, or business, are located on the City website at: https://www.cityofsantacruz.com/government/city-departments/public-works/stormwater/bestmanagement-practices

18. Dispute Resolution. The Parties agree to attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement. Either party may initiate negotiations by providing written notice in letter form to the other party, setting forth the subject of the dispute and the relief requested.

Promptly upon such notification, the Parties shall meet at a mutually agreeable time and place in order to exchange relevant information and perspective, and to attempt to resolve the dispute. In the event that no resolution is achieved, and if, but only if, the parties mutually agree, then prior to pursuing formal legal action, the parties shall make a good faith effort to resolve the dispute by non-binding mediation or negotiations between representatives with decision-making power, who, to the extent possible, shall not have had substantive involvement in the matters of the dispute. To the extent that the dispute involves or relates to a public works project, the Parties agree to attempt to resolve the dispute by complying with the claims process as set forth in Public Contract Code sections 9204(e), 20104-20104.6, but without waiving the requirements of the California Tort Claims Act, Gov’t Code section 800 et seq. unless otherwise agreed to by the Parties.

19. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligation hereunder to the extent that the performance of any such obligation is prevented or delayed by an act of God, natural disaster, pandemic, acts of terrorism, war, a strike, lockout or other labor difficulty, or other peril, which is beyond the reasonable control of the affected party and without the negligence of the respective Parties. Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or prevent performance of the services under this Agreement. Each Party will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, the only remedy is that there may be an equitable adjustment of the schedule based on City’s sole discretion.

20. Complete Agreement. This Agreement, along with any attachments, is the full and complete integration of the Parties’ agreement with respect to the matters addressed herein, and that this Agreement supersedes any previous written or oral agreements between the Parties with respect to the matters addressed herein. Unless otherwise stated, to the extent there is any conflict between this Agreement and any other agreement (written or oral), the terms of this Agreement shall control.

25.12 City of Santa Cruz Professional Services Agreement for

CONSTRUCTION MANAGEMENT SERVICES FOR THE

NEWELL CREEK PIPELINE REPLACEMENT PROJECT-FELTON/GRAHAM HILL December 2024 Page 10

21. Severability. The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the other provisions unenforceable, invalid or illegal.

22. Waiver. Waiver by any party of any portion of this Agreement shall not constitute a waiver of the same or any other portion hereof.

23. Governing Law. This Agreement shall be governed by and interpreted in accordance with California law.

24. Contract Interpretation. Each party acknowledges that it has reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

25. MacBride Principles/Peace Charter. City of Santa Cruz Resolution NS-19,378 (7/24/90) encourages all companies doing business in Northern Ireland to abide by the MacBride Principles and Peace Charter.

26. Notices. If either party shall desire or is required to give notice to the other such notice shall be given in writing, via email, and concurrently delivered by: (a) personal delivery, in which case notice is effective upon delivery; (b) overnight courier (i.e., Federal Express) with charges prepaid or charged to the sender’s account, in which case notice is effective when delivered; (c) priority U.S. Mail, in which case notice shall be deemed delivered on the second business day after the deposit thereof with the U.S. Postal Service. Notices shall be addressed to recipient as follows:

To CITY:

City of Santa Cruz Water Department
Heidi Luckenbach, Water Director
212 Locust Street, Ste A
Santa Cruz, CA 95060
[email protected]
To CONSULTANT:

MNS Engineers, Inc.

Joe Pope
2025 Gateway Place, Suite 328
San Jose, CA 95110
[email protected] / 805-692-6921
Changes to the above information shall be given to the other party in writing ten (10) business days before the change is effective.

27. Counterparts. The Parties may execute this Agreement in two or more counterparts, which shall, in the aggregate, be deemed an original but all of which, together, shall constitute one and the same instrument. A scanned, electronic, facsimile or other copy of a party’s signature shall be accepted and valid as an original.

28. Warranty of Authority. The signatories to this Agreement warrant and represent that each is authorized to execute this Agreement and that their respective signatures serve to legally obligate their respective representatives, agents, successors and assigns to comply with the provisions of this Agreement.

29. State and Federal Requirements. When Funding for the services is provided, in whole or in part, by an agency of the state and/or federal government, Consultant shall comply with the State and/or Federal requirements in the Supplementary Provisions in Exhibit E attached hereto and incorporated herein by reference. With respect to any conflict between such Federal Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control. [SIGNATURES ON FOLLOWING PAGE]

25.13 City of Santa Cruz Professional Services Agreement for

CONSTRUCTION MANAGEMENT SERVICES FOR THE

NEWELL CREEK PIPELINE REPLACEMENT PROJECT-FELTON/GRAHAM HILL December 2024 Page 11
Approved As To Form:

By: _____________________________ Date: __________________ Office of the City Attorney

CITY OF SANTA CRUZ
By: ______________________________ Date: _________________ Matt Huffaker,
City Manager

CITY OF SANTA CRUZ WATER DEPARTMENT
By: _____________________________ Date: _________________ Heidi Luckenbach,
Water Director
CONSULTANT: MNS ENGINEERS, INC.

By: _____________________________ Date: __________________ Printed: _________________________ Title: _________________________ By: _____________________________ Date: __________________ Printed: _________________________ Title: _________________________ Corporation – 2 officer signatures required (one from each group, unless person signing holds officer positions in both Group 1 and 2):

Group 1: Chief Executive Officer, Chairman of the Board, President, or Vice President Group 2: Secretary, Assistant Secretary, Chief Financial Officer, Treasurer, Assistant Treasurer Technical Review By:

By: _____________________________ Date: ___________
Isidro Rivera, Deputy Water Director/Engineering Manager

25.14 City of Santa Cruz Professional Services Agreement for

CONSTRUCTION MANAGEMENT SERVICES FOR THE

NEWELL CREEK PIPELINE REPLACEMENT PROJECT-FELTON/GRAHAM HILL December 2024 Page 12
EXHIBIT A: SCOPE OF WORK

25.15 Exhibit A – Scope of Work
p. 1
Task 1: Project Management and Coordination
This task addresses the overall responsibilities of CM Team management and communication with the City on the status of the CM contract and key issues. This task includes all project management effort required to organize the CM Team, assign and control work, assure competent and comprehensive inspection and report progress to the City including in the form of monthly progress reports.

The CM Team may need subconsultants to perform selective inspection work including concrete cylinder testing, compaction testing and different types of environmental surveying, inspection, and monitoring. The CM Team will be responsible for managing these subconsultants including assuring their safety, the quality of their work and the timeliness and accuracy of their reporting and cost accounting. Since no markups of subconsultant fees are allowed, the CM must account for their time managing their subs.

Task 2: Construction Management
Construction management includes administration of the construction contract and is supported with project communications, the Quality Assurance (QA) / Quality Control (QC) program and maintenance of project records. The record documents which reflect the changes made to the contract documents during construction will be finalized during project close-out. The CM Team will provide a focal point of project communication and will coordinate construction with the City, Engineer, and Operations staff. Project communications include written, electronic, meetings and personal communications. Each is important to successful construction management and necessary for organization of the project, construction progress, and for maintaining the project record. The CM Team will facilitate teamwork and achievement of common goals. Each stakeholder has specific goals, and the CM Team balances the objectives of each stakeholder to achieve successful completion of construction, startup, and commissioning, while managing the project risks including safety, cost, schedule, and quality.

Preconstruction Services. Prior to construction commencement, the CM Team will assist the City with key objectives including assuring that the Contractor’s preconstruction surveys meet Contract requirements. The CM will review plans,

25.16 Exhibit A – Scope of Work
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specifications, and approved submittals so they are familiar with the materials expected to be incorporated into the work.

The CM Team will organize and facilitate the pre-construction conference. The CM will arrange all aspects of the preconstruction conference which serves as a kick-off for construction of the Project. It will reinforce the goals of the project and include a review of the ground rules for work, permit requirements, environmental controls, facility operation requirements, quality control, site security, and maintaining the project’s good-neighbor policies. At the preconstruction conference, the CM will provide a checklist of activities that must be confirmed before contractor’s construction activities may begin, including the key submittals, construction staging, sequencing of the work, and schedule. Cooperation of contractor with City operations staff, gaining the contractor’s commitment to adhere to City safety policies, and establishing lines of communication will be important at this meeting.

Document Control and Internet-Based Communication System. The City will provide licensing to ProCore Construction Software and the CM Team will utilize ProCore to facilitate efficient communications and maintain project data and records. Procore will include features to log and track documents (submittals, RFI, Project Change Orders, etc.) as well as to store electronic copies. It will provide secure viewing levels which will be controlled by the CM Team, and it may be configured, managed, and monitored by the CM Team who will train project participants including the Contractor on its use. A primary objective of Procore is to provide the project team with a focal point of document exchange and communication. The CM Team will post project information, provide a repository for project data and records; its electronic database will be archive-able and will provide for a protected record of the project history.

Contract Compliance Verification. The CM Team will help administer the construction contract for the City to verify contractor compliance with the terms and conditions of the construction agreement and to confirm fulfillment of their contract obligations. The CM Team will confirm that the contractor has followed the contract provisions in obtaining required approvals and they have provided required documentation in accordance with the requirements of the Contract. Verifying fulfillment of the contract terms will improve the City’s security and protect against project disruptions that could result from the contractor’s failure to comply with the Contract, regulatory requirements or permits. The Project will receive Federal Funding and must therefore comply with various Federal requirements including “Davis25.17 Exhibit A – Scope of Work
p. 3
Bacon Labor Rules”. The City will contract with another service provider for prevailing wage compliance.

Progress and Coordination Meetings. The CM Team will arrange a meeting location, organize, coordinate, and lead progress and coordination meetings. The CM Team will provide the project team with agendas, meeting notes, action items, and followup activities. Each invited member of the project team contributes in the weekly meeting. The meeting objectives will be to coordinate the work of project participants and to inform stakeholders. The weekly meetings will include review of recent activities and agenda items, exchange of new information, and planning and coordination of upcoming construction and related activities. Meeting notes will be posted within 3 days of each meeting.

Schedule Monitoring. The CM Team will manage contract time through the implementation of project controls on the construction schedule. Schedule delay is one of the City’s primary risk concerns and good use of project time is a priority. The CM Team will begin with a thorough review of the contractor’s baseline schedule, including consideration of all environmental restrictions. This initial schedule submittal review will verify that the full scope of construction work is included and properly sequenced and that adequate time is provided for the performance of construction activities. Detailed monthly reviews and monitoring of contractor’s schedule and progress will provide early feedback on deviations from the baseline schedule and will identify trends which could lead to project delay.

To validate the schedule for measuring work progress, the CM Team will confirm that the schedule updates provided by the contractor are consistent with the work performed. To maintain an accurate accounting of project time from the NTP to project completion, each schedule update will be compared with previous submissions, noting its progress compared to observations of current and planned work activities. Negotiated adjustments in contract time and schedule will be obtained by analyzing each Project Change Order for its impact. It will be important to include and evaluate rain delays, work disruptions and other impacts to contractor’s schedule for adjustments to project completion. Incorporating the baseline schedule with the time adjustments made during change management will provide a basis for evaluating timely completion, assessment of liquidated damages, and the resolution of potential claims.

25.18 Exhibit A – Scope of Work
p. 4
Contractor Invoices and Payment Recommendations. The construction contract bid schedule will be broken down into bid items which later serve as the basis of contractor payments. The contractor will submit a breakdown for each Lump Sum bid item in the Schedule of Values (SOV). The CM Team will review the contractor’s proposed SOV for reasonableness and ease of monitoring in progressing payments.

Changes will be negotiated as needed to provide for accurate valuation, efficient verification, and processing payments. Once approved, the SOV will be entered into the City’s standard payment forms and submitted for City approval. The City approved payment form will be used by the CM Team and Contractor in preparing monthly payment requests. The progress payments will incorporate important factors including contract changes, payment for materials on hand and retentions withheld.

Payment reviews for work completed will consider compliance with permits, prevailing wages, quality of work, current insurance certificates, schedule updates, and other items. Each month the CM Team will review the progress payment with the contractor to confirm progress of the work and its conformance with the contract requirements.

Quality Assurance / Quality Control Program (QA/QC Program). The contractor is responsible for work quality and will develop and implement a Quality Control (QC) Program (QCP). The CM Team will provide Quality Assurance (QA) services and monitor the contractor’s QC program. The objective of the QCP is for compliance with the contract documents and permit requirements. The QCP will address all aspects of the contractor’s work requirements including interim facility operations and startup and testing.

It is important for all items of work to receive a thorough QC and QA inspection to identify and address potential defects in construction. Verification of work quality current with each phase of construction will be necessary as repairs and rework are increasingly difficult later in the project and can have significant impacts on schedule and cost. Both contractor QC and QA provided by the CM Team will be documented in daily reports, tests and certifications to provide confirmation of work quality. To document work quality, the CM inspection reports will be logged into Procore daily. The materials and specialty inspection tests reports will be provided to the CM Team by testing subs or the Engineer as they are performed. The CM Team then documents the reports in ProCore.

25.19 Exhibit A – Scope of Work
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Submittal Processing. The project design requires specialized materials, equipment, and performance of tasks which are specified within the contract documents. The submittal process will provide an understanding between the contractor, the Engineer, the City, and the CM Team of the acceptability of products or procedures proposed by the contractor. Product information or proposed procedures will be submitted to the CM Team and processed with reviews by the Engineer, the City, and the CM Team. Submittals will be reviewed and stamped approved or not approved with comments. Submittals not meeting specification requirements will be returned to the contractor for correction. Complete submittals when approved will be documented in ProCore and accessible by all parties and will provide for a common understanding of the acceptable materials or procedures to be incorporated into the project. The submittal process will maintain specified quality and avoid misunderstandings and delays during construction.

Request For Information (RFI) Process. The contract documents include drawings, specifications, and other supporting documents. It is common for contractors and subcontractors to make requests for information (RFI) to clarify requirements for construction. These requests can be for additional information not found or for clarification between drawings or between drawings and specifications. To ensure these requests are clearly understood, documented, and responded to with adequate information from appropriate parties, a formal RFI process will be provided. RFI’s submitted by the contractor will be processed in Procore by the CM Team and routed to the Engineer and the City for information and comment. The review comments of the CM Team, Engineer, and the City will be coordinated and a response logged into Procore and provided to the Contractor.

Misunderstanding contract requirements or delays in responding to Contractor RFI’s are often used by the Contractor as basis for claims. Should the RFI process be abused by the contractor, it is expected that the CM will assist with identification and discouragement of such behavior. It is important for the RFI responses to be processed within the amount of time specified in the contract documents, and the responses adequately provide the information requested by the contractor.

Record Documents. The contract documents issued for bid will be modified by addenda during the bidding process and further modified during construction by design clarifications, submittals, RFIs, field directives, and change orders. The CM Team will maintain a set of contract documents reflecting all modifications made during the project. The CM Team will be responsible for collecting as-built

25.20 Exhibit A – Scope of Work
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information including photos and measurements of all fittings, changes in grade and alignment, and other details as needed to develop high quality as-builts records.

Throughout the course of the project, the CM Team will compile these measurements along with any supplemental information from the contractor. These compiled specifications and drawings will provide a complete field record of revisions to the contract documents. The CM Team will provide the marked-up plans and specifications to the Engineer who will utilize them to produce record drawings for the project.

It is important for the Record Documents to be complete and accurate with final asbuilt information from all project participants. Record Documents will be used by the City Engineering and Operations staff to maintain the facility and in planning for future facility modifications.

Safety Management. The CM Team including all subconsultants shall have the authority to stop work at any time that a safety problem is identified that could endanger anyone including the Public, Project personnel, Contractor, Engineer, City and/or CM team. The CM Team will prepare and coordinate the CM Team’s safety program with the City safety rules and contractor’s safety program to provide for a coordinated approach to project safety. The CM will provide safety training along with routine refresher training to all CM Team Members in accordance with Cal/OSHA requirements. CM will ensure each member of the team and visitors to site have appropriate personal protection equipment (PPE) and be provided with safety instructions. Training and safe work records will be maintained. CM team will promote safety and make working safely a visible and important part of the daily work responsibilities.

Stormwater Pollution Prevention Plan review, BMP and site housekeeping monitoring Scope of Work. CM team’s Construction General Permit Qualified SWPPP Practitioner (QSP) and/or Qualified SWPPP Developer (QSD) shall review and advise City on adequacy of Contractor’s SWPPP.

Contaminated Soils Scope of Work. CM team is to review Contractor submittals and work to ensure compliance with federal, state, and local laws around hazardous materials.

CM team is to review and confirm site-specific health and safety plan is developed in accordance with Contract Specifications and Exhibits and with 29 CFR 1910.120 and 8 CCR 5192.

25.21 Exhibit A – Scope of Work
p. 7
CM team shall monitor and document contractor’s work implementing contaminated soils handling and disposal.

Lead and Asbestos Testing Scope of Work. Evaluate project area to identify areas with the potential to contain Lead Based Paint (LBP). Where LBP is suspected, CM shall raise awareness and ensure that protocols and procedures are followed and documented.

Evaluate project area to identify areas with the potential to contain Asbestos Containing Materials (ACM). Where ACM is suspected, CM shall raise awareness and ensure that protocols and procedures are followed and documented.

Training, Testing, Start-up, and Commissioning. The Engineer will provide inspection, startup assistance and Operator Training for the Cathodic Protection System. The CM will coordinate this work with the Engineer and Contractor as needed.

Neighborhood Communications. The CM will cultivate and maintain a goodneighbor relationship. The CM will work closely with the City and City’s communication consultant as needed. The project work may present challenges in maintaining public relationship due to the noise, traffic and other disruptions that are likely to occur. To mitigate these challenges, the CM will assist in implementing strategies to address these impacts and the potentially negative response from the community.

Communication strategies that include message planning including an internet accessible page with real time posting of traffic impacts. Proactive positive communication and building strong relationships within the community can offset the challenges of constructing the project on a commuter route and in a residential neighborhood. Inspection staff monitoring contractor activities, providing real-time updates of project impacts, and responding immediately to complaints will significantly reduce the potential for community unrest.

Acceptance and Close-Out. The CM Team will facilitate commissioning in accordance with the project phases and facilitate acceptance of the work once it has completed the commissioning period. During the later stages of construction, the CM will meet with the contractor and develop a punch list based on record of inspection and observed defects. The CM will regularly follow-up with the contractor

25.22 Exhibit A – Scope of Work
p. 8
to address the deficient work. Included with system acceptance will be obtaining any required spare parts, warranties and guarantees from equipment manufacturers and contractors.

Near the conclusion of the Project, the CM Team will begin the process of Project acceptance and close-out. Each step will be documented and include a complete review of contract administration, quality assurance and inspection, and pipeline operations. A complete review of ProCore will be made to identify any unresolved issues for RFIs/submittals/deliveries/warranties services or certifications.

Documentation for each step of the close-out process will be assembled along with a calendar of warranty inspection and follow-up activities. This information will be incorporated into a Final Project Report prepared by the CM Team recommending acceptance of the Project. This will include confirmation activities, submitting final project photos, as-built information, final pay quantities, and preparation of recommendation for project acceptance.

Supplemental Services. The City may require, and the CM Team shall perform, Supplemental Services on an as-needed basis. Prior to performing any Supplemental Service, the CM Team must obtain written authorization in the form of a Task Order approved by the City. Written authorization will state the agreed upon scope of the services requested, the classifications of staff performing the Supplemental Services, associated not-to-exceed fees, and schedule. Under no circumstances shall CM Team start work on Supplemental Services without a signed Task order and specific Notice-to-Proceed from the City Project Manager.

Task 3—Change Order Management
Contract Document Clarification, Potential Change Orders, Directed Change Orders, and Change Orders. Construction projects typically involve changes to the original design because of unknown field conditions, owner decisions, and other factors. As a result, there are likely to be changes processed during the construction.

Implementing changes with an efficient change management process that provides equitable adjustment and avoids disputes will support the City’s goals of managing schedule, cost, and risk.

Claims and Disputes Management. Many project risks can be proactively mitigated through claims/risk management. To address the potential of project claims and

25.23 Exhibit A – Scope of Work
p. 9
disputes, the CM Team will facilitate a proactive claims management process. A claims and disputes management plan will be included in the CMP to provide strategies for identifying, organizing, managing, and addressing potential claims.

Disputes and claims represent significant risk to the project. Proactive risk management planning and good contractor working relationships with open communication will provide opportunities to mitigate and resolve disputes and claims. When claims or disputes linger, the claims and disputes management plan will provide an organized approach for the CM to address each concern by implementing Contractor obligations and City approved procedures including analyzing claims, coordination, and communication on disputed issues with project team, and tracking progress of claim and disputes.

A primary objective of the CM Team is to identify key risks early in the project and implement proactive strategies to address potential claims and disputes before they occur. The CM Team will collaborate with the City to identify project risks and develop a Risk Register. Once construction begins, the CM Team will monitor these potential issues including those in the Risk Register with the project team to address them at the earliest opportunity should they arise.

The CMP preparation will include a project-specific claims and disputes management approach based on the Construction Contract and City Guidelines.

When potential claims are identified and notice is given by the contractor, the CM Team will implement prescriptive procedures from the CMP and coordinate continued efforts to resolve the claims or disputes with the City and project team.

Task 4: Inspections
The CM Team inspection staff will monitor that the Contractor is constructing the Project according to the Plans and Specs and any approved changes. Inspection staff will provide immediate feedback to the Contractor and the CM Team of project activities, any non-compliance, and safety issues. The Inspection team will document the work performed in detailed daily reports. The reports will be logged into Procore and will be readily available for viewing by City. The inspection reports will provide a detailed accounting of the work performed and serve to assure work is completed in accordance with contract documents. The CM Team will utilize the

25.24 Exhibit A – Scope of Work
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inspection reports in preparing the monthly progress payments to identify work progress on the SOV and address any items of nonconforming work.

4.1—Daily Inspections
Inspections will provide for monitoring of the construction work and field verification of contractor’s QC Program. The CM Team and contractor will plan and coordinate inspections of construction work to provide the needed routine and specialty inspections. The inspection staff will be present as needed during work hours when construction is being performed to verify work is accomplished in accordance with the contract documents. Inspections will focus on contractor compliance with contract documents, permit requirements, and coordination with on-going facility operation. Inspection staff will not be provided an office at the staging area, and is expected to be present at the active construction site.

The inspectors will be responsible for collecting as-built information including photos and measurements of all fittings, changes in grade and alignment, clearances from crossing and adjacent utilities, and daily surveys to verify compliance with line, grade, and GPS coordinates etc. Prior to backfilling, all installed fittings and features, changes in grade or alignment, and any existing buried utilities exposed during the course of work, shall be measured for horizontal location offset from three different permanent surface features shown on the plans as well as depth of cover and GPS coordinates. This as-built information will be incorporated by the Engineer into the record drawings.

Inspections will provide daily reports as a written and photographic record of observations including weather conditions, contractor work force and equipment, pay item materials and equipment, special inspections, visitors, construction progress, incidents, safety issues, non-conforming work, etc.

The CM Team inspection staff will be knowledgeable of construction methods employed by the contractor and will verify work quality through comparison of work with contract documents, visual inspection, materials testing. During inspections, the inspector will warn the contractor of any nonconforming work observed and, if not immediately corrected, the CM Team will be notified. Nonconforming work, if not immediately corrected, will be documented and added to punch lists and addressed in QA/QC meetings. Inspectors also need to inspect compliance with storm water pollution prevention control and management practices, traffic control plans, and

25.25 Exhibit A – Scope of Work
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encroachment permit compliance and be ready to use the power to stop work when out of compliance.

Stormwater Pollution Prevention Plan review, BMP and site housekeeping monitoring Scope of Work:

The CM team’s inspector shall monitor adequacy of the implementation and maintenance of the construction site BMP’s on an ongoing and consistent basis, document deficiencies, and enforce compliance with the Construction General Permit, Project SWPPP, dust, trash, and general site housekeeping requirements. Any deficiencies found shall be immediately brought to the contractor’s attention and documented. If not corrected within a reasonable response period, the issue shall be escalated, and a stop work notice shall be issued if necessary.

4.2—Special Inspections
Special inspections require certifications or in some cases professional registrations in accordance with CBC code and governing regulations. The as-needed inspections may include structural steel, concrete (i.e. cylinder strength testing and controlled low strength material testing), asphalt and soil (compaction testing), and other architectural and mechanical specialties. These inspections may require specialized training and may be associated with risks of wind, seismic, life safety and fire.

Providing highly skilled specialty inspectors will provide assurance that the work quality will mitigate these potential risks.

CM will coordinate the special inspections provided by the Engineer including:
• Geotechnical observation of the drilled piers
• Placement of pier cages
• Pipeline placement over Zayante Creek
• Trenchless Observation of the Auger Bore
• Felton Booster Pump Station Tie-In
• Pavement grooving
• Anode bed installation and anode bed log profile
• Impressed current cathodic protection installation
• anode installation observation

25.26 Exhibit A – Scope of Work
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CM will coordinate the initial inspections by the Engineer of the contractor’s methods of pipeline joint bonding/cable welding and cathodic test station construction and the CM will document the consistency of all subsequent installation for remainder of the pipeline construction.

4.3 —Environmental Awareness Training, Surveying and Compliance Permit Compliance. Permits, references and conditions of project approval establish many of the work requirements for the project and provide specific instructions on environmental resource protection, avoidance, monitoring, and reporting. Refer to Contract Specifications and Exhibits for details and supplemental information.

The elements of environmental services needed include subconsultant management, reporting and documentation, preparing and implementing a worker environmental awareness program (WEAP), biological resource surveys and construction monitoring, arboricultural surveys and monitoring, paleontological resources impact mitigation program (PRIMP) development and paleontological resources monitoring, cultural resources monitoring, stormwater pollution prevention compliance monitoring, BMP inspections, noise monitoring, dust monitoring, site housekeeping inspections, and contaminated soils handling inspections.

The CM Team including all subconsultants will have the authority to stop work at any time that an environmental compliance issue is identified.

Permit Project Management:
• The CM Team inspection staff will maintain regular email and telephone communications with the City, and/or the contractor, as needed to coordinate work and schedule environmental inspections.
• The CM Team inspection staff will monitor contractor compliance with the project permits, project special provisions and the Contract Documents. Contractor permit violations, deficiencies, and non-compliance are controlled with inspection monitoring and reporting. If verbal notice of non-compliance does not result in compliance within an agreed upon schedule, the Lead Inspector will provide the Contractor with written notification. Both verbal and written noncompliance notifications will be logged into ProCore and notification will be provided to the CM

25.27 Exhibit A – Scope of Work
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Team and the City. These concerns will be resolved immediately if critical, at weekly project meetings, and at QA/QC meetings to assure compliance. • The CM Team inspection staff will review projects permits, CEQA/NEPA documents, project designs, and projects specifications as required to perform the scope of work and develop an Environmental Compliance Plan (ECP). The CM Team will identify discrepancies between Project requirements and the Consultant’s final scope of work and recommend modifications to improve implementation.

The CM Team inspection staff will develop reporting and monitoring schedules to maintain project environmental compliance.

Permit Reporting and Documentation:
• Providing written, and when appropriate photo documentation of inspections or monitoring reports as needed in a format conforming to specific project or permitting requirements.
• Maintaining a monthly compliance tracking log of CEQA MMRP mitigation measures, permit conditions, and avoidance and minimization measures specified in environmental permits.
• Reporting will include daily logs in a format agreed upon by the City. • Preparing draft and final reports to be submitted in a timely manner and within the timeframe specified by the City and/or regulatory agencies in the project permits.

4.3.1 - Worker Environmental Awareness Program:
• The selected Consultant will be required to develop and implement a WEAP. The WEAP will include but not be limited to information on sensitive habitat and specialstatus species, cultural resources, storm water pollution prevention, and/or permit requirements as required by 401 Certification Project Requirement #1, SAA Measure

2.5, and MMRP Standard Construction Practice #16, USACE NWP 58 Special Condition #4, and MM GEO-3. A CDFW-approved qualified biologist shall conduct a trainingeducational session for project construction personnel prior to any mobilizationconstruction activities within the project sites to inform personnel about species that may be present on site. The training shall consist of basic identification of specialstatus species that may occur on or near the project site, biology, general behavior, their habitat, their basic habits, how they may be encountered in the work area, and

25.28 Exhibit A – Scope of Work
p. 14
procedures to follow when they are encountered. The training will include a description of the project boundaries; general provisions of the Migratory Bird Treaty Act, California Fish and Game Code, and federal and state Endangered Species Acts; the necessity for adhering to the provision of these regulations; and general measures for the protection of special-status species, including breeding birds and their nests. The CM’s qualified staff shall provide graphics, information, and content to develop an education program for construction personnel prior to performing work activities, per the requirements of the applicable project permits and other regulatory requirements. WEAPs may be conducted in person and pre-recorded to provide a standalone electronic version of the WEAP. Interpretation shall be provided for non-English speaking workers, and the same instruction shall be provided for any new workers prior to on-site Project activity. New CM Team members that may be added during the Project must also be trained. Provide additional training in response to a non-compliance event and work in an environmentally sensitive area. • The CM Team will be required to maintain WEAP Compliance records: a record of when site personnel trainings occurred, a description of the topics covered during trainings, and confirmation that every person engaged in construction activities or their oversight at the project was trained initially and every six months thereafter. An electronic version of information containing any permits and environmental requirements for the project will be created and kept available.

4.3.2 - Biological Resources Support:
• Preconstruction Clearance Surveys. A qualified biologist shall conduct preconstruction clearance surveys for special-status species, prior to the start of construction activities on or before the first scheduled day of work or as otherwise required by project permits and MMRP. Note that the results of the previously conducted special status plant surveys required by the MMRP are in Appendix C of the EIR Biological Resources Report. If protected resources are identified within the survey areas CM team will follow procedures in permits and MMRP, including, but not limited to: notifying the City and Contractor of the find; identifying, mapping, and establishing a no-disturbance buffer; additional monitoring; and relocation (as authorized and allowed).
• Biological Monitoring. A qualified biologist will conduct monitoring events as needed throughout the duration of construction activities. A botanist or another qualified biologist with native plant identification will monitor installation of fencing,

25.29 Exhibit A – Scope of Work
p. 15
staking, and flagging near known special status plant populations as noted on the Contract Documents. Special status species monitoring events could include installation of fencing, inspection of fencing, flagging, and/or signage around environmentally sensitive areas and the limits of construction and staging areas adjacent to biological resources. The biological monitor shall keep a daily observation and photo log to describe monitoring activities, remedial actions, noncompliance, and other issues and actions taken. The timing and duration of monitoring will be contingent on the habitats and known species occurrences associated with the project, the contractor’s schedule, and findings of nesting bird and other preconstruction surveys, vegetation removal and initial ground disturbing construction activities for off pavement work.
• Actions and Authorizations. Upon locating a special status species, the qualified biologist shall follow the project permits, City Standard Construction Practices, and avoidance and minimization requirements and authorizations applicable to the species which may include flagging, designating locations for protective buffers, stopping work, and/or relocating when authorized. The Contractor is required to implement any protective measures identified. All observations of special status species are to be recorded and mapped with a narrative description of treatment and recommendation for future actions in coordination with City. Consultant shall submit certain field survey forms to the City within the time frames specified in project permits.
• Species of Interest. Specific species of interest included for monitoring and survey services, but are not limited to: o Mammals: Roosting bats, San Francisco duskyfooted woodrat (Neotoma fuscipes annectens), Santa Cruz kangaroo rat (Dipodomys venustus venustus)
o Reptiles: Southwestern pond turtle (Emys marmorata pallida) o Amphibians: California red-legged frog (Rana draytonii), Foothill yellow-legged frog (Rana boylii), California giant salamander (Dicamptodon ensatus), Santa Cruz black salamander (Aneides flavipunctatus niger),
o Fish: steelhead - Central California Coast DPS, coho salmon – Central California Coast ESU, tidewater goby (Eucyclogobius newberryi), Pacific lamprey (Entosphenus tridentatus), Monterey roach (Lavinia symmetricus subditus) o Birds: Nesting birds protected by the Migratory Bird Treaty Act

25.30 Exhibit A – Scope of Work
p. 16
o Flora: Silverleaf (Bonny Doon) manzanita (Arctostaphylos silvicola), Ben Lomond spineflower (Chorizanthe pungens var. hartwegiana)
o Insects: Mount Hermon June Beetle (Polyphylla barbata), Zayante band-winged grasshopper (Trimerotropis infantilis)

4.3.3 Arboricultural Support:
• On site monitoring of construction activities which may include crown pruning, root pruning, tree removals, installation of tree protection measures, and installation of root barriers. Tree protection measures include root management, soil management, mechanical and hand root pruning, placement of load spreader plates for root protection. Arborist may direct or stop work as authorized. Scope of work must be consistent with Arborist’s Report 06/21/23 in Contract Specifications and Exhibits.

Tasks include relevant document review, oversight of contractor’s set up of appropriate buffer zones during tree felling, oversight of contractor’s tree protection measures, and a weekly email summarizing the Arborist’s daily observations, monitoring activities with a list of the measures taken during the week to stay in compliance as well as representative photographs.

4.3.4 Cultural Resources Support:
• Preconstruction Meeting. Prior to the start of construction, a preconstruction meeting will be held. The CM team will provide a qualified archaeologist (a Cultural Resources Project Manager) who will attend to ensure that all parties understand the protocols described in the Monitoring and Post-Review Discovery Plan as well as the MMRP and project permits.
• Sensitivity Training Prior to site mobilization or construction activities, a qualified archaeologist or the Archeological Monitor will be required to conduct a cultural resources awareness training for all construction personnel involved in excavation.

This cultural resources awareness training can occur at the preconstruction meeting on site, and subsequently for additional employees immediately prior to their construction work onsite. The training shall address how to identify cultural resources and high-sensitivity soils (i.e. the identification of buried cultural deposits, including Native American and historical-period archaeological deposits and potential tribal cultural resources, and cover identification of typical prehistoric archaeological site components including midden soil, lithic debris, and dietary remains as well as

25.31 Exhibit A – Scope of Work
p. 17
typical historical-period remains such as glass and ceramics). The training must also explain procedures for stopping work within 100 feet of the find if suspected resources are encountered, and notification. Any personnel involved in excavation joining the work crew after the training shall also receive the same training before beginning work. The sensitivity training should include handouts, pictures and/or visuals of artifacts and may not be conducted with Powerpoint or other electronic media.
• Archaeological Monitoring. In accordance with the Monitoring and Post-Review Discovery Plan, the CM team will provide Cultural Resources Project Manager who meets the Secretary of the Interior’s Professional Qualification Standards in Prehistoric Archaeology will have demonstrated experience in cultural resources management, including archeological monitoring, in Santa Cruz County. An Archeological Monitor will work under the direct supervision of the Cultural Resources Project Manager. Tasks include: completing weekly monitoring logs that will provide descriptions of the week’s activities when monitoring occurs between STA 103+00 and STA 111+00, conducting pre-excavation meetings with City, construction, tribal, and other necessary personnel; developing appropriate monitoring programs and schedules; identifying prehistoric and historical archaeological remains, if present, during construction; accurately assessing in situ versus disturbed archaeological contexts; providing recommendations regarding the type, nature, and significance (if possible) of an inadvertent discovery; and identification of human remains and implementation of all appropriate discovery protocol in the case of such a discovery. • Archeological Mitigation. The CM team will provide a qualified archaeologist to oversee and carry out archaeological mitigation measures Inadvertent Discoveries of Archaeological Resources (SCP 24) and Human Remains (SCP 25) which are summarized in the archeological monitoring description above. 404 Nationwide Permit mitigation requires that the City hires a cultural tribal monitor who will receive a construction schedule 2 week prior to the start of work sensitive areas of the project (STA 103+00 to STA 111+00 Eagle Creek and in Waters of the US in Zayante Creek Crossing area).

4.3.5 Paleontological Resource Support:
• Paleontological Resources Impact Mitigation Program (PRIMP). In accordance with MMRP CM team’s paleontologist will develop a PRIMP to include all infrastructure

25.32 Exhibit A – Scope of Work
p. 18
components located in sites with moderate to high paleontological sensitivity. The PRIMP shall be consistent with the Society of Vertebrate Paleontology’s 2010 guidelines. MM GEO-3: The paleontologist shall prepare a Paleontological Resources Impact Mitigation Program (PRIMP) for the Proposed Project. The PRIMP shall outline requirements for preconstruction meeting attendance and worker environmental awareness training; paleontological monitoring as required based on geological mapping, construction plans, and/or geotechnical reports; procedures for adequate paleontological monitoring and discoveries treatment; paleontological methods (including sediment sampling for micro invertebrate and micro vertebrate fossils); reporting; and collections management. The qualified paleontologist shall attend the preconstruction meeting.
• Paleontological Monitoring. In accordance with MMRP a qualified paleontologist is needed to be on site during all trenching and other significant ground-disturbing activities (including auguring) in previously undisturbed, Lompico Sandstone, Monterey Formation, and Santa Margarita Sandstone deposits, as defined by the PRIMP. If paleontological resources (e.g., fossils) are unearthed during grading, the paleontological monitor will temporarily halt and/or divert grading activity to allow recovery of paleontological resources, as required by federal, state and local law as well as project regulatory requirements. The area of discovery will be roped off with a 50-foot radius buffer. Once documentation and collection of the find is completed, the monitor will allow grading to recommence in the area of the find.

25.33 City of Santa Cruz Professional Services Agreement for

CONSTRUCTION MANAGEMENT SERVICES FOR THE

NEWELL CREEK PIPELINE REPLACEMENT PROJECT-FELTON/GRAHAM HILL December 2024 Page 13
EXHIBIT B: FEE SCHEDULE

25.34 20 2 4 S T ANDARD SCHEDULE OF FEES

PROJECT/PROGRAM MANAGEMENT
Principal-In-Charge............................... $340 Senior Project/Program Manager...... 325
Project/Program Manager.................... 275
Assistant Project/Program Manager. 255
Senior Project Coordinator................... 195
Project Coordinator................................. 165

ENGINEERING
Principal Engineer.................................. $305 Lead Engineer............................................ 270 Supervising Engineer.............................. 255
Senior Project Engineer......................... 235
Project Engineer........................................ 210 Associate Engineer.................................. 190 Assistant Engineer.................................... 175

SURVEYING
Principal Surveyor.................................. $280 Lead Surveyor............................................ 270 Supervising Surveyor.............................. 230
Senior Project Surveyor......................... 210
Project Surveyor........................................ 185 Associate Project Surveyor................... 175
Assistant Project Surveyor.................... 160
Party Chief (PW)........................................ 190 Chainperson (PW).................................... 160 One-Person Survey Crew (PW)........... 225

TECHNICAL SUPPORT
CADD Manager....................................... $210 Supervising Technician .......................... 180
Senior Technician..................................... 170 Engineering Technician.......................... 130

CONSTRUCTION MANAGEMENT
Principal Construction Manager......$335
Senior Construction Manager............. 290
Senior Resident Engineer...................... 280
Resident Engineer.................................... 270 Structure Representative....................... 260
Construction Manager........................... 230
Assistant Resident Engineer................. 215
Sr. Construction Inspector (PW) ........198
Construction Inspector (PW) .............. 188
Office Administrator................................ 135

PLANNING
Planning Director....................................$235 City Planner/Planning Manager......... 220
Principal Planner.......................................205 Senior Planner............................................ 190 Associate Planner..................................... 160 Assistant Planner......................................135 Planning Technician ................................115

ADMINISTRATIVE SUPPORT
Senior Management Analyst.............$195
Management Analyst.............................. 165
IT Technician............................................... 150 Graphics/Visualization Specialist....... 160
Administrative Assistant........................105

GOVERNMENT SERVICES
City Engineer........................................... $265 Deputy City Engineer.............................. 235
Assistant City Engineer........................... 225
Plan Check Engineer................................185
Permit Engineer......................................... 175 City Inspector............................................. 175 Senior City Inspector (PW) ..................198
City Inspector (PW).................................. 188 Principal Stormwater Specialist.......... 190
Senior Stormwater Specialist............... 180
Stormwater Specialist............................. 170
Stormwater Technician........................... 150
Building Official......................................... 250 Senior Building Inspector...................... 200
Building Inspector.................................... 175 Senior Grant Writer.................................. 190 Grant Writer................................................ 180 Associate Grant Writer........................... 160
Assistant Grant Writer............................ 145

PREVAILING WAGE RATES
Rates shown with Prevailing Wage “(PW)” annotation are used for field work on projects subject to federal or state prevailing wage.

ANNUAL ESCALATION
Standard fee rates provided for each classification are subject to 4.5% annual escalation.

OVERTIME
Overtime for non-exempt employees will be charged at 1.5 x hourly rate; overtime for exempt employees and other classifications will be charged at 1 x hourly rate.

Rev. 11/9/2024
Exhibit B - Fee Schedule

25.35 Exhibit B - Fee Schedule

25.36 City of Santa Cruz Professional Services Agreement for

CONSTRUCTION MANAGEMENT SERVICES FOR THE

NEWELL CREEK PIPELINE REPLACEMENT PROJECT-FELTON/GRAHAM HILL December 2024 Page 14
EXHIBIT C: WORK SCHEDULE

25.37 Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Pre-Construction

1. Pre-Construction Phase2. Construction Phase3. Post-Construction Phase Role Staff Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Principal Construction Manager Joe Pope 4 4 4 4 16 $335.00 $350.08 $365.83 $382.29 5,670 $ Senior Construction Manager Randy Egner 60 30 28 28 28 28 28 28 28 28 28 28 28 22 22 22 24 24 24 24 24 22 22 22 22 20 20 20 16 $275.00 $287.38 $300.31 $313.82 748 $ 219,767Office Engineer Laurie Jones 16 32 80 80 $135.00 $141.08 $147.42 $154.06 208 $ 31,324 0 80 66 32 28 28 28 28 28 28 28 28 28 28 22 22 22 24 24 24 24 24 22 22 22 22 20 20 104 96 0 0 972 $ 256,761 Resident Engineer Ryuun Ernst 100 100 100 80 80 80 80 80 80 80 80 80 80 80 80 80 80 100 90 80 80 80 80 80 80 80 80 75 50 2,375 $265.00 $276.93 $289.39 $302.41 $ 676,104 Office Engineer Laurie Jones 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 24 $135.00 $141.08 $147.42 $154.06 600 $ 87,096 0 100 100 124 104 104 104 104 104 104 104 104 104 104 104 104 104 104 124 114 104 104 104 104 104 104 104 104 75 50 0 0 2,975 $ 763,201 Senior Construction Manager Randy Egner 9 9 7 7 4 $275.00 $287.38 $300.31 $313.82 36 $ 10,632 Resident Engineer Ryuun Ernst 20 20 20 20 20 10 15 $265.00 $276.93 $289.39 $302.41 125 $ 35,621 ARE/Lead Inspector David Tannaci 20 20 20 20 20 20 20 20 20 10 12 $215.00 $224.68 $234.79 $245.35 202 $ 46,542 00 0 20 40 49 49 20 0 0 0 0 0 0 20 40 47 37 10 0 0 0 0 0 0 0 0 31 0 0 0 0 363 $ 92,796 ARE/Lead Inspector David Tannaci 150 150 150 150 150 150 150 150 150 150 138 140 150 150 150 160 172 170 170 170 160 160 160 150 78 $215.00 $224.68 $234.79 $245.35 3,778 $ 872,867 00 0 150 150 150 150 150 150 150 150 150 150 138 140 150 150 150 160 172 170 170 170 160 160 160 150 78 0 0 0 0 3,778 $ 872,867 ARE/Lead Inspector David Tannaci 40 40 10 $215.00 $224.68 $234.79 $245.35 90 $ 20,832 Pacific Crest Engineering See Attached Proposal
0 0 0 40 0 0 0 0 0 0 0 0 0 0 40 0 0 0 0 0 0 0 0 0 0 0 10 0 0 0 0 0 90 $ 20,832 Principal Regulatory Specialist Shelah Riggs 8 6 6 6 6 6 6 6 6 4 2 2 2 6 8 8 8 8 8 6 6 4 4 16 18 $225.00 $235.13 $245.71 $256.76 166 $ 40,507GIS/Graphics' Specialist Dudek Personnel 16 $150.00 $156.75 $163.80 $171.17 16 $ 2,508 00 0 24 6 6 6 6 6 6 6 6 4 2 2 2 6 8 8 8 8 8 6 6 4 4 16 18 0 0 0 0 182 $ 43,015 Senior Biologist Brant Primrose 20 16 $195.00 $203.78 $212.94 $222.53 36 $ 7,483 Senior Cultural/Paleo Dudek Personnel 10 10 $195.00 $203.78 $212.94 $222.53 20 $ 4,167 GIS/Graphics' Specialist Dudek Personnel 12 12 $150.00 $156.75 $163.80 $171.17 24 $ 3,847 00 0 42 0 0 0 0 0 0 0 0 0 0 0 38 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 80 $ 15,496 Senior Biologist Brant Primrose 10 10 10 10 10 10 10 10 12 12 12 12 20 20 12 12 12 $195.00 $203.78 $212.94 $222.53 204 $ 42,707 Biologist Dudek Personnel 36 36 36 36 36 36 36 36 36 36 24 24 24 36 36 70 70 70 70 36 36 36 30 $170.00 $177.65 $185.64 $194.00 922 $ 168,094 GIS/Graphics' Specialist Dudek Personnel 8 8 $150.00 $156.75 $163.80 $171.17 16 $ 2,564 00 0 54 46 46 46 46 46 46 46 36 36 24 24 44 48 48 82 90 90 82 48 48 36 30 0 0 0 0 0 0 1,142 $ 213,366 Arborist Dudek Personnel 30 30 30 30 $190.00 $198.55 $207.48 $216.82 120 $ 24,362GIS/Graphics' Specialist Dudek Personnel 4 4 4 4 $150.00 $156.75 $163.80 $171.17 16 $ 2,564 00 0 0 0 34 34 0 0 0 0 0 0 0 0 0 0 30 30 0 0 0 0 0 0 0 0 0 0 0 0 0 136 $ 26,927 Senior Cultural/Paleo Dudek Personnel 38 20 38 20 $195.00 $203.78 $212.94 $222.53 116 $ 24,170 Cultural/Paleo Dudek Personnel 40 30 40 30 $170.00 $177.65 $185.64 $194.00 140 $ 25,431 GIS/Graphics' Specialist Dudek Personnel 4 4 4 4 $150.00 $156.75 $163.80 $171.17 16 $ 2,564 00 0 0 82 54 0 0 0 0 0 0 0 0 0 0 82 54 0 0 0 0 0 0 0 0 0 0 0 0 0 0 272 $ 52,165 Senior Cultural/Paleo Dudek Personnel 12 12 $195.00 $203.78 $212.94 $222.53 24 $ 5,001 Cultural/Paleo Dudek Personnel 10 10 $170.00 $177.65 $185.64 $194.00 20 $ 3,633GIS/Graphics' Specialist Dudek Personnel 12 12 $150.00 $156.75 $163.80 $171.17 24 $ 3,847 0 0 0 0 34 0 0 0 0 0 0 0 0 0 0 0 34 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 68 $ 12,4810 180 166 486 490 471 417 354 334 334 334 324 322 296 352 400 493 455 438 408 396 388 350 340 326 320 300 251 179 146 0 0 10058 $ 2,369,906 Direct Expenses TOTAL COST
Field/ODCs/GPS Unit $ 8,000
DIRECT EXPENSES SUB-TOTAL $ 8,000Subconsultants TOTAL COST Materials Testing Pacific Crest Engineering $ 80,939
SUBCONSULTANTS SUB-TOTAL $ 80,939
$ 2,458,845
Notes:1. CM NTP assumed as 01/03/2025 and 544 working days for construction phase.2. Contractor NTP assumed as 01/03/2025. Assume 2-month submittal period before contractor mobilization.

3. Used an average of 172 hours per month based upon 8 hour working days with no overtime for full-time support. 4. Any night work will be at $7/hour for PW night differential.5. ODCs Include purchase of GPS equipment.6. Timing of hours allocated for Tasks 3, 4.2, 4.3, 4.3.1, 4.3.2, 4.3.3, 4.3.4, and 4.3.5 will be dependent on Contractor's approved schedule. 20272027
2025
Construction Management and Inspection Services
Newell Creek Pipeline Replacement Project - Felton/Graham Hill TOTAL
HOURS
HOURLY
RATE
2026

TOTAL COST
City of Santa Cruz - Water Department
Project Schedule
2024
HOURLY
RATE
2027
HOURLY
RATE
2024
2024 2025 2026

CONSTRUCTION PHASE TOTAL
TOTAL HOURSTask 4.1: Daily Inspection

SUBTOTAL
Tasks

SUBTOTALSUBTOTAL
Task 4.3.1: Worker Environmental Awareness ProgramTask 4.3.4: Cultural Resources Support 2026

SUBTOTAL
Task 4.3.2: Biological Resources Support
HOURLY
RATE
2025

SUBTOTAL
Task 1: Project Management and CoordinationTask 4.3: Environmental Compliance ManagementTask 2: Construction Management

SUBTOTAL
Task 3: Change Order Management

SUBTOTAL
Task 4.2: Special Inspections

SUBTOTAL
Task 4.3.3: Arboricultural Support

SUBTOTALSUBTOTAL
Task 4.3.5: Paleontological Support

SUBTOTAL
Exhibit
C - Project Schedule

25.38 City of Santa Cruz Professional Services Agreement for

CONSTRUCTION MANAGEMENT SERVICES FOR THE

NEWELL CREEK PIPELINE REPLACEMENT PROJECT-FELTON/GRAHAM HILL December 2024 Page 15
EXHIBIT D: INSURANCE REQUIREMENTS
Consultant shall procure and maintain insurance against claims for injuries to persons or damages to property and otherwise which may arise from or in connection with the performance of the work under this Agreement and the results of that work by Consultant, its agents, representatives, employees, or subcontractors.

A. CERTIFICATE REQUIREMENTS
The City will be issued a Certificate of Insurance (a Memorandum of Understanding will not be accepted) with the following minimum requirements:
• Certificate(s) will show current policy number(s) and effective dates, • Coverage and policy limits will meet, or exceed, requirements below, • The Certificate Holder will be City of Santa Cruz, Risk Management, 1200 Pacific Ave., Suite 290, Santa Cruz, CA 95060,
• Certificate will be signed by an authorized representative, • An endorsement, if required below, will be provided to show the City, its officers, officials, employees, and volunteers as additional insureds, and
• Coverages must be maintained during the term of the Agreement with the City, unless a longer duration is required as specified below.

B. MINIMUM SCOPE AND LIMITS OF INSURANCE
Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. If Consultant maintains broader insurance coverage and/or higher limits than the minimums shown below, the City of Santa Cruz requires and shall be entitled to the broader insurance coverage and/or higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Cruz.

Coverage will be at least as broad as:
• COMMERCIAL GENERAL LIABILITY (CGL): $1,000,000 PER OCCURRENCE; $2,000,000 AGGREGATE Proof of coverage for $1 Million per occurrence and $2 Million in the aggregate including products and completed operations, property damage, bodily injury, personal and advertising injury will be provided on Insurance Services Office (ISO) Form CG 00 01 covering CGL. • PROFESSIONAL LIABILITY (ERRORS AND OMISSIONS): $2,000,000 PER OCCURRENCE OR CLAIM, $2,000,000 AGGREGATE.

Consultant will maintain insurance appropriate to Consultant’s profession; with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after date of completion of the services under this Agreement. If coverage is canceled or non-renewed and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date or start of work date, Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the contract of work.
• AUTOMOBILE LIABILITY:

Proof of coverage for $1,000,000 provided on ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non-owned autos (Code 9), per accident for bodily injury and property damage.
• WORKERS’ COMPENSATION AS REQUIRED BY THE STATE OF CALIFORNIA, WITH STATUTORY LIMITS, AND EMPLOYER’S LIABILITY INSURANCE: $1,000,000 per accident for bodily injury or disease.

25.39 City of Santa Cruz Professional Services Agreement for

CONSTRUCTION MANAGEMENT SERVICES FOR THE

NEWELL CREEK PIPELINE REPLACEMENT PROJECT-FELTON/GRAHAM HILL December 2024 Page 16
The Worker’s Compensation policy must be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant and its employees. (Not required if Consultant provides written verification it has no employees) - If Consultant has no employees, Consultant shall complete and sign a Workers’ Compensation Exemption Declaration and Release of Liability.

C. OTHER INSURANCE PROVISIONS
The insurance policies are to comply with the following provisions:
• ADDITIONAL INSURED STATUS
The City, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations, products and completed operations. General liability coverage will be provided in the form of an endorsement to Consultant’s insurance at least as broad as ISO Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 (if a later edition is used).
o PRIMARY COVERAGE
For any claims related to this Agreement, Consultant’s and all subcontractor’s insurance coverage will be primary and non-contributory as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers will be excess of Consultant’s and all subcontractor’s insurance and will not contribute with it.
• NOTICE OF CANCELLATION
Each insurance policy required above shall state that the coverage shall not be canceled, except with notice to the City.
• WAIVER OF SUBROGATION
Consultant hereby grants to the City a waiver of any right to subrogation, except as otherwise not applicable, which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss, including attorney’s fees under such insurance. Consultant agrees to obtain any endorsement that may be necessary to effectuate this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. • EXCESS LIABILITY/UMBRELLA INSURANCE POLICIES
Consultant may use excess liability/umbrella policies to meet the required liability limits on the condition that they provide all of the insurance coverages required herein, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The excess liability/umbrella insurance policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying CGL insurance. No insurance policies maintained by the additional insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant’s primary and excess liability policies are exhausted. • DURATION OF COVERAGE
CGL & Excess Liability/Umbrella policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed

25.40 City of Santa Cruz Professional Services Agreement for

CONSTRUCTION MANAGEMENT SERVICES FOR THE

NEWELL CREEK PIPELINE REPLACEMENT PROJECT-FELTON/GRAHAM HILL December 2024 Page 17
Operations liability coverage. Such Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the contract of work. • SELF-INSURED RETENTIONS (SIR)
Self-insured retentions must be declared to and approved by the City. City may require Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related expenses.

The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
• ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII, unless otherwise acceptable to the City.
• CLAIMS MADE POLICIES
If any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work. • VERIFICATION OF COVERAGE
Consultant will furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy (and CPL, automobile and any Excess Liability/Umbrella policies, as applicable) listing all policy endorsements to be approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning will not waive the Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

D. SUBCONTRACTORS
Consultant shall include their subcontractor(s) as additional insured(s) under the policies or shall furnish separate certificates and endorsements for each contractor and subcontractor. Consultant shall require and verify that all contractors and subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City, its officers, officials, employees, agents, and volunteers are named as additional insureds on insurance required from its contractor(s) and subcontractor(s).

E. SPECIAL RISKS/CIRCUMSTANCES
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances and provide notice to Consultant.

25.41 City of Santa Cruz Professional Services Agreement for

CONSTRUCTION MANAGEMENT SERVICES FOR THE

NEWELL CREEK PIPELINE REPLACEMENT PROJECT-FELTON/GRAHAM HILL December 2024 Page 18
EXHIBIT E: SUPPLEMENTARY PROVISIONS

25.42