Watsonville City Council
October 13, 2026

3 The total cost of the contract agreement is not to exceed $470,349.09 over five years. The annual cost for Year 1 is $88,592.40 and is included in the current adopted fiscal year budget, which has sufficient funds in account 620-7322.

ALTERNATIVE ACTION:

None proposed.

ATTACHMENTS AND/OR REFERENCES (IF ANY):

None.

Reso No. (CM)
Meeting Date: 101326 SWZ ______ TV ______ Library ______ 1 RESOLUTION NO. __________ (CM)

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WATSONVILLE

APPROVING SOLE SOURCE VENDOR AND FIVE-YEAR LICENSE

AGREEMENT WITH INNOVATIVE INTERFACES INCORPORATED, A

CLARIVATE COMPANY, FOR THE MAINTENANCE AND SOFTWARE
SUPPORT OF WATSONVILLE PUBLIC LIBRARY’S INTEGRATED
LIBRARY SYSTEM (ILS), IN AN AMOUNT NOT TO EXCEED $470,349.09;

AND AUTHORIZING CITY MANAGER TO EXECUTE CONTRACT (FUNDED FROM ACCOUNT 620-7322)
WHEREAS, competitive bidding requirements for the purchase of supplies, equipment and non-personal contractual services and the sale of personal property are set forth in Chapter 5 of Title 3 of the Municipal Code; and WHEREAS, subdivision (c) of § 3-5.210 exempts supplies and materials which are unique, available only from one source, or sought to match existing equipment or supplies already in use (also known as a sole source purchase); and WHEREAS, Innovative Interfaces Inc., a Clarivate company, has provided maintenance and software support for the Watsonville Public Library’s Integrated Library System (Sierra ILS) since 2004. Sierra combines library operational workflows with an open architecture that supports staff tasks through a web-based interface and provides patrons with access to library services.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATSONVILLE, CALIFORNIA, AS FOLLOWS:

1. This action is exempt from the requirements of the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15378(b)(5), in that adopting a Resolution approving a sole source purchase for a license agreement does not meet CEQA's definition of a “project,” because the action does not have the potential for resulting in either a direct physical change in the environment or a reasonably

Reso No. (CM)
Meeting Date: 101326 2
foreseeable indirect physical change in the environment, and because the action constitutes organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment and if a “project,” is exempt under the “common sense” exception (14 Cal. Code Regs. § 15061(b)(3)) because it can be seen with certainty that there is no possibility that this action may have a significant effect on the environment.

2. The Council finds that the services provided by Innovative Interfaces Inc., a Clarivate company, is available from one source that meets the needs of the City of Watsonville Public Library’s technology infrastructure.

3. This purchase is exempt from the purchasing procedures of Chapter 5 of Title 3 of the Municipal Code as a sole source purchase under subdivision (c) of § 3-5.210 of the Municipal Code.

4. That the five-year license agreement between the City of Watsonville and Innovative Interfaces Inc., a Clarivate company, in the form attached hereto and incorporated herein by this reference in an amount not to exceed $470,349.09, is hereby awarded.

5. The City Manager is hereby authorized and directed to execute said Agreement for and on behalf of the City of Watsonville, , with minor revisions that may be approved by the City Manager and the City Attorney.
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P:\FORMS\AGREEMENT - ROUTING FORM UPDATED DECEMBER 2020.DOCX

CITY MANAGER /CITY ATTORNEY

SIGNATURE REQUEST ROUTING FORM
Include insurance documents, signed agreements, and all relevant documentation.

All documents must be signed by contractor/lessee and in Munis (if applicable) prior to routing to City Clerk.

Request:
 City Manager Signature  City Attorney Review/Approval  Notarization  Munis Approval NOT REQUIRED  IT Reviewed (if applicable) – THIS CONTRACT INVOLVES TECHNOLOGY, AN EMAIL FROM THE IT DIRECTOR APPROVING THE CONTRACT MUST ACCOMPANY THIS FORM.

All documents routed for signatures must be approved by Department Head.

Department Head Approval: _____________________________________ Date:_____________________ Signature
To be completed by initiating department: (PLEASE COMPLETE ENTIRELY) Staff Responsible:____________________ Department:________________________ Phone Ext: ___________ Contractor/Vendor Name: ______________________________________________________________________ Project Title: ________________________________________________________________________________ Original Contract Amount: $____________________ Changer Order/Amendment No(s) ____________________ Amendment Amount $ _____________________ Cumulative Total $____________________________________ Funding Source (Name of Acct. & Enterprise)______________________________________________________ Budget Account No(s): ________________________________________________________________________ Resolution No. (if any): _____________________ MUNIS Contract No. (if applicable): ______________________  Document is within CM signature authority up to $100,000 (cumulative) for professional services or Public projects meeting the amount set forth in subdivision (b) of California Public Contract Code Section 22032, except as otherwise provided by State legislation, the project shall be let to contract by formal bidding procedure.
 Insurance is up to date and included.
 (For Bids only) DIR Extract Form has been filled and attached (due within 5 days of award of contract by Council or within 5 days from City Manager signature of Quick Bid)  This is a form agreement prepared by City Attorney’s Office. (See http://intranet.ci.watsonville.ca.us/node/303)
 No changes were made; or
 Changes are described AND redlined version is attached.  This is not a form agreement prepared by City Attorney’s Office.

Previously prepared or reviewed by: ___________________________________  $10,000 to $100,000 complete memo stating quotes obtained, include names and amounts, if did not obtain any, explain reasons pursuant to WMC 3-5.530.  Sole Source (attach memo explaining reasons for sole source or list any other exemptions pursuant to (WMC 3-5.210)).

Description of project, scope of work or purchase (must be detailed, incomplete or deficient statements will be sent back):
___________________________________________________________________________________________ ___________________________________________________________________________________________ ___________________________________________________________________________________________  Consultant Required to File FPPC Form 700 (Statement of Economic Interests) Alicia Martinez Library 3403 Innovative Interfaces Incorporate Integrated Library System 470,349.09 Library Budget 150-620-7322 3419 Contract Renewal for Sierra Library Essentials which manages the WPL physical and digital library patron accounts. This is a five year agreement This contract will replace the proceeding contract dated July 9, 2026, as the annual cost stated in previous contract was inaccurate.

Last Updated: December 2025 (Version 3.3) CLARIVATE | TERMS PAGE 1 Clarivate Terms
These Terms govern your use of the Clarivate products, services, and other deliverables ("Products") that you install or access through our platform(s) or website(s), or are otherwise identified in your order form, statement of work, quotation or other ordering document (each referred to as an “Order”). “We”, “our” and “Clarivate” means the Clarivate entity identified in the Order; “you” and “your” means the Client entity identified in the Order.

The Order, any product/service specific terms and conditions and other applicable documents referenced in the Order or these Terms, as updated by Clarivate from time to time, constitute the complete agreement between us ("Agreement"), and supersede any prior discussions or representations regarding your Order, unless fraudulent.

Other terms and conditions you seek to incorporate in any purchase order or otherwise, even where such document is signed by Clarivate as a courtesy, are excluded, and your use of the Products confirms your acceptance of these Terms. Your continued access, renewal, payment and/or and use of the Products constitute your acknowledgment and acceptance of the latest version of these Terms.

1. Our Products and Services
(a) Orders. Your Order identifies the Products, quantities, relevant license and restrictions, fees and charges, permitted users (“Authorized Users”) and other relevant details of your Order. (b) Intellectual Property. Together with our licensors, we retain all ownership of and all rights in the Products (including any underlying software, data models, databases or data sets), any pre-existing codes, content, methodologies, templates, tools or other materials used in performing services, and any configurations, modifications or derivatives thereto (collectively "Clarivate IP"). Clarivate IP constitutes our valuable intellectual property, confidential information and trade secrets, and you may only use it as expressly permitted in the Agreement. You must promptly notify Clarivate if you become aware of any unauthorized use of Clarivate IP. (c) Compliance. Clarivate and you shall act at all times in accordance with the laws, rules, regulations, export controls and economic sanctions as they apply to such party in connection with its obligations under the Agreement ("Applicable Laws").
(d) Updates. The Products change from time to time. If we fundamentally change the Products in a way which materially impairs your usage of the Products, you may terminate the affected Products on written notice no later than 30 days after the change.
(e) Passwords. Your access to certain Products may require authentication (e.g. a password). Sharing passwords or facilitating access to unauthorized users is strictly prohibited. Each of us shall maintain industry standard computing environments to ensure that Clarivate IP is secure and inaccessible to unauthorized persons. (f) Usage information. We may collect information related to your use of our Products. We may use this information for legitimate business reasons including without limitation to recommend products, services or functionality that may interest users, to test and improve our Products and to protect and enforce our rights under the Agreement, and may pass this information to our third party providers for the same purposes. (g) Feedback and knowledge. Where you provide any comments, recommendation, suggestion or ideas, or any other feedback related to Clarivate IP ("Feedback") we may use and exploit such Feedback without restriction or obligation to you and you will not obtain any rights in Clarivate IP. We may freely use our general knowledge, skills and experience, and any ideas, concepts, processes, know-how and techniques developed by Clarivate while providing any Products (including professional services), provided we do not use your confidential or other proprietary information.
(h) Documentation. You may print or download PDF copies of user guides, online help, release notes, training materials and other documentation provided or made available within the Products or published online, as updated from time to time (“Documentation”) for your internal use with the Products, provided all copyright or proprietary rights notices are retained.
(i) Third party providers. The Products may include data, software and services from third parties. Some third party providers require Clarivate to pass additional terms through to you, and you must comply with these additional terms as applicable. The third party providers change their terms occasionally and new third party providers are added from

Last Updated: December 2025 (Version 3.3) CLARIVATE | TERMS PAGE 2 time to time. To see the current third party additional terms that apply to your use of our Products visit https://clarivate.com/legal-center/terms-of-business/third-party-terms/

2. Your Obligations
(a) Limited license. You may only use the Products in accordance with the applicable license set out in Sections 3 to 6, the relevant product/service terms referenced on the Order, and the Documentation. You are responsible for all acts or omissions of your users in connection with the Products, and ensuring users comply with these terms. (b) Your content. You retain ownership of your pre-existing content, data and materials that you provide to us, or use with the Products ("Content"). You hereby grant Clarivate a license to use your Content as required by Clarivate to provide you with the Products (including right to sublicense the same to our subcontractors, as required). You must (i) ensure your Content does not infringe third party rights or any Applicable Laws; and (ii) notify Clarivate in advance before transmitting to us, and clearly mark, any of your Content that contains restricted data, including the jurisdiction and classification under applicable export control laws. Restricted data may include any information, data, or source code that is on an export controls list or equivalent list of any applicable jurisdiction or that is related to weapons, military/defense, intelligence, or law enforcement; aerospace or subsea technologies; cryptography, encryption, or cybersecurity tools; advanced or cutting-edge items or technologies; or items that could pose a danger to health or safety. Unless your Order includes backup services, we disclaim all responsibility for backing up your Content.
(c) General obligations. You must (i) ensure we have up-to-date contact and billing information for your Order; (ii) provide detailed, accurate and sufficiently complete information, specifications and instructions in a timely manner; (iii) ensure you are permitted to allow Clarivate to use and modify your equipment, systems, software and Content, as required to provide the Products; (iv) maintain then-current minimum technical requirements to access the Products, as applicable; and (v) perform any additional obligations specified in your Order. If reasonably requested, you must make authorized personnel available to agree on the impact of any failure or delay by you to comply with these requirements, and you must not unreasonably withhold or delay your consent to any consequential changes to the Agreement.
(d) Third-party technology. You may only integrate our software with, or access our data from, third-party software, systems, platforms or products (“Third Party Technology”) as permitted by the Agreement. You are responsible for procuring, maintaining and complying with any necessary license for the Third Party Technology (which is independent of the Agreement and your license to the Products). (e) Restrictions. You must not (i) introduce any malicious software into Clarivate IP or network; (ii) run or install any computer software or hardware on the Products or network; (iii) scrape data from the Products; or (iv) disable or bypass any functionality or restrictions within the Products. (f) Artificial Intelligence. Unless expressly permitted under a mutually agreed Artificial Intelligence Addendum or other written agreement with us, you must not use and access the underlying Clarivate proprietary data from the Products: (i) with any of your technology platforms or systems, in a manner which includes or involves your application of artificial intelligence, such as generative artificial intelligence, machine learning, algorithms or language models (“AI Technologies”); or (ii) to generate any content, such as code, languages, software, services, text, voice, audio, graphics, illustrations, workflows, images, videos or other outputs, in any form or media. (g) Limitations. Unless expressly permitted elsewhere in the Agreement, you may use the Products for your internal use only and shall not: (i) sell, sublicense, distribute, display, store, copy, modify, decompile or disassemble, transform, reverse engineer, benchmark, frame, mirror, translate or transfer Clarivate IP in whole or in part, or as a component of any other product, service or material; (ii) create a derivative database or otherwise access and use Clarivate IP to create any derivative works, services or products (including tools, algorithms or models) that compete with or provide a substitute for a product offered by Clarivate or its third party providers; (iii) perform penetration testing; (iv) perform any text or data mining or indexing of the Products or any underlying data (v) use the Products or underlying data in conjunction with any third-party technology or (iv) allow any third parties or unauthorized users to access, use or benefit from Clarivate IP in any way whatsoever. For the avoidance of doubt, the exercise of legal rights that cannot be limited by agreement under applicable laws is not precluded. (h) Your Responsibilities. You are responsible for any violation of Applicable Laws or regulation, or violation of our or any third party rights (including unauthorized use) related to (i) your Content or your instructions to us; (ii) your

Last Updated: December 2025 (Version 3.3) CLARIVATE | TERMS PAGE 3 combination or modification of Clarivate IP, or use with any other materials; (iii) your failure to install updates we have provided to you; or (iv) your breach of the Agreement. You are also responsible for Claims brought by third parties receiving the benefit of the Products through you. If you use the Products in breach of Sections 2 (e) or (f) you must delete or destroy any infringing material on our request. You must reimburse Clarivate if we incur costs or suffer losses in the circumstances set out in this Section.

3. Information Services
(a) Definition. “Information Services” means a product providing data, metadata, metrics, charts, graphs, literature or other information in any form (collectively “Licensed Information”), including via a Clarivate-provided tool, algorithm, process, web platform, an API, a datafeed, custom dataset or syndicated report. (b) License. Your Authorized Users may use the Information Service solely for internal analysis and research purposes.

Where an Information Service is available via a Clarivate-provided web platform, subject to the Product functionality, Authorized Users may view, download and print reasonable amounts of the Licensed Information for their own individual use. We determine a “reasonable amount” of Licensed Information by comparing user activity against the average activity rates for all other users of the same product. (c) Distribution. Authorized Users may on an infrequent, irregular and ad hoc basis, distribute limited extracts of the Licensed Information internally to non-authorized users as incidental samples or for illustrative or demonstration purposes in reports or other documentation created in the ordinary course of their role. We determine a ‘limited extract’ as an amount of Licensed Information that has no independent commercial value and could not be used as a substitute for any service or product (or a substantial part of it) provided by us, our affiliates or third party providers.

Licensed Information may also be distributed: (i) amongst Authorized Users; (ii) to government and regulatory authorities investigating you, if specifically requested; (iii) to persons acting on your behalf, to the extent required to provide legal or financial advice to you, and (iv) to third parties upon execution of a written agreement between Clarivate and the third party. You are responsible for ensuring use by such persons complies with the terms of this Agreement. For clarity, consent is not required for hosting services which host our Licensed Information solely on your behalf; provided, however that such third party shall in no way access or use the data for any purpose. (d) Attribution and representation. Where users quote and excerpt Licensed Information in their work as permitted by the Agreement, they must appropriately cite and credit Clarivate as the source. Attribution to Clarivate and use of the Licensed Information must not categorize or identify Clarivate as an ‘expert’ in any context and to ensure Licensed Information is not misrepresented or taken out of context. Without our prior written consent, the Licensed Information shall not be filed with any securities authorities.

4. Installed Software
(a) Definition. “Installed Software” means software which is downloaded to or implemented on your servers. (b) License. You may install Installed Software only for your internal user. Software licenses do not include updates (bug fixes, patches, maintenance releases), upgrades (releases or versions that include new features or additional functionality), APIs or Professional Services unless expressly stated in the Order. Your Order details your permitted installations, users, locations, the specified operating environment and other permissions and restrictions. You may use Installed Software in object code only. You are responsible for backups and may only make necessary copies of the Installed Software for such purposes.
(c) Delivery. Unless stated otherwise in your Order, we deliver Installed Software by making it available for download.

You may first need to provide Clarivate with certain identifying information about your system administrator and you may be required to confirm availability or installation of our software. (d) Acceptance. Unless set forth otherwise in an Order, when you download Installed Software and Documentation, you are accepting it for use in accordance with the Agreement.

5. Hosted Software
(a) Definition. “Hosted Software” means our software applications made available to you via the internet. (b) License. You may use our Hosted Software only for your internal use . Your Order details your Authorized Users, locations and other permissions and restrictions. Software licenses do not include updates (bug fixes, patches,

Last Updated: December 2025 (Version 3.3) CLARIVATE | TERMS PAGE 4 maintenance releases) or upgrades (releases or versions that include new features or additional functionality), unless you are on a multi-tenant solution or where you have purchased maintenance including such services. (c) Delivery. We deliver our Hosted Software by providing you with online access to it. Unless set forth otherwise in an Order, when you access our Hosted Software, you are accepting it for use in accordance with the Agreement. (d) Content. You grant Clarivate permission to use, store and process your Content. Access and use of your Content by us, our employees and contractors to the extent necessary to deliver the Hosted Software, including training, research assistance, technical support and other services. We will not disclose your Content except to support the Hosted Software, unless required by Applicable Laws (when we will use our reasonable efforts to provide notice to you). We may delete or disable your Content if required under Applicable Laws or where such Content violates the Agreement (and we will use our reasonable efforts to provide notice to you of such action). You may export your Content prior to termination or, where Content cannot be exported and is accessible by us, we may, at your cost and upon execution of an Order for such services, provide you with a copy of such Content. (e) Security. We will inform you in accordance with Applicable Laws if we become aware of any unauthorized third party access to your Content and will use reasonable efforts to remedy identified security vulnerabilities. Our Hosted Software is designed to protect your Content, however, unless set forth otherwise in your Order, you are responsible for maintaining backups of your Content. If your Content is lost or damaged due to our breach, we will assist you in restoring your Content to the Hosted Software from your last available back up copy.

6. Professional Services
(a) Definition. “Professional Services” means any professional services, including but not limited to implementation, customization, configuration, transition services, administrative services, consulting services, screening, search and analytics services, and watch services to be provided by Clarivate. (b) License. Unless otherwise set out in the Order, you will own the deliverables set out in the Order, provided that (i) we retain all intellectual property rights in and to the Clarivate IP and you receive a license to use the Clarivate IP solely to the extent necessary to utilize the deliverables for your internal use; and (ii) if the deliverables include any configurations or modifications to our pre-existing products (including but not limited to implementation services and custom datasets) we retain all intellectual property rights in and to such deliverables, and you receive a license to use them in the same way as you are licensed to use the relevant Product. You agree deliverables are deemed accepted upon delivery unless agreed otherwise in an Order.
(c) Changes. Either of us may make written (including email) requests to change any aspect of the Professional Services, provided that no change will take effect unless and until we have each signed a formal change order setting out the impact of the change and any consequential changes required to the Agreement. Neither of us will unreasonably withhold our agreement to a change.
(d) Access. As required for Clarivate to perform the relevant Professional Services, you must provide reasonable access to your sites, equipment and systems and ensure the health and safety of our personnel on your premises and full cooperation from your qualified and experienced personnel as reasonably required. We will take reasonable steps to ensure that while on your site our personnel comply with reasonable security, health and safety and confidentiality requirements that are notified to Clarivate in advance.

7. APIs and Data Feeds
(a) Information Services. Where we make Licensed Information available to you via API or a data feed, the Information Service terms (Section 3 above) apply to the data you receive. You must ensure that the Licensed Information remains behind your firewall and is only accessible to your Authorized Users . If we deliver Licensed Information via a data feed, you are responsible for loading and maintaining Licensed Information in a timely manner into your data stores. If we make an API available to you, you may use our APIs to query the applicable Information Service and display Licensed Information to Authorized Users within your own technology systems. Clarivate approved accreditations must remain visible at all times.

Last Updated: December 2025 (Version 3.3) CLARIVATE | TERMS PAGE 5 (b) Software. Clarivate may make APIs available to you to configure our Hosted Software and Installed Software (collectively “Software”) or otherwise allow our Software to interoperate with third-party programs or services (“Client Configurations”). Such APIs may only be used with the associated Software and in accordance with the applicable Documentation and/or terms of use. We disclaim all liability for Client Configurations. (c) Keys. Our API and data feed keys must not be: (i) shared in any way; (ii) used for multiple interfaces; or (iii) used in any way that mimics any material functionality of any Products developed or marketed by Clarivate, or would reasonably be deemed competitive to any Products offered by Clarivate, our affiliates or third party providers. You must demonstrate interfaced systems if reasonably requested by us.

8. Charges
(a) Payment and taxes. You must pay our charges and reasonable expenses, together with any applicable taxes, without deduction within 30 days of the date of invoice, unless otherwise provided on your Order. Payment must be in the currency stated on your Order. We may levy a service charge of 1% per month or the highest lawful interest rate (whichever is lower) for late payment plus our reasonable collection costs, including attorneys’ fees. Our fees are exclusive of tax, and shall be paid by you free and clear of all deductions or withholdings provided, if you are required by law to deduct or withhold you will be responsible for paying to Clarivate such additional amount as will, after such deduction or withholding has been made, leave Clarivate with the same amount as we would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. Invoice disputes must be notified in writing to Clarivate within 15 days. Once resolved, payment of disputed invoices will be due immediately. (b) Changes. We may change the charges for the Products with effect from the start of each renewal term by giving you at least 60 days’ written notice. If we believe your creditworthiness has deteriorated we may require full or partial payment before the continued performance of services. If you receive an electronic request to change our banking account number, you should contact our Treasury Department. (c) Increases in usage. If your Order includes limits on usage, you must pay additional charges if you exceed those limits, based on the rates specified on the Order or our current standard pricing, whichever is greater. If you have enterprise wide or site wide access set out in your Order, our charges are established based on the size of your organization, anticipated number of users, site locations and population served as at the date of the Order, and if any one or a combination of these elements materially increases (e.g. if you acquire a new affiliate), we reserve the right to vary the charges.

9. Privacy
Each of us will at all times collect, disclose, store or otherwise process personal data in accordance with the EU General Data Protection Regulation (EU GDPR), UK General Data Protection Regulation (UK GDPR), UK Data Protection Act 2018, and other applicable laws relating to the use of personal data relating to individuals ("Data Privacy Laws"), including without limitation any laws relating to individual rights and cross-border transfers. At all times, we will treat personal data in accordance with our Privacy Notice, which is incorporated by reference into these Terms. Each of us will use reasonable efforts to assist one another in relation to the investigation and remedy of any investigation, claim, allegation, action, suit, proceeding or litigation with respect to an alleged breach of Data Privacy Laws in relation to activities under the Agreement. Each of us will maintain, and will require any third party data processors to maintain, appropriate physical, technical and organizational measures to protect the personal data. To the extent the sharing of personal data between us constitutes a cross-border data transfer as described in the applicable set of our cross-border data transfer clauses at https://clarivate.com/terms-ofbusiness (in accordance with each party’s role under the Data Privacy Laws), each of us will comply with its obligations under the applicable set of clauses.

You may not, use personal data included in the Products (to the extent such data was not provided by you or collected by Clarivate on your behalf) to send bulk or mass emails or email blasts; to publish or distribute any advertising or promotional material; or to otherwise use such data in a manner that is prohibited by applicable law.

You may not, for any purpose whatsoever, process (nor allow to be processed) any personal data that is within the Products (to the extent such data was not provided by you or collected by Clarivate on your behalf) in any

Last Updated: December 2025 (Version 3.3) CLARIVATE | TERMS PAGE 6 AI Technologies. You acknowledge that you are responsible for your own compliance with Data Privacy Laws, including, where applicable, determining your legal grounds for processing such data. If we process personal data as a processor on your behalf, the terms of the data processing addendum at https://clarivate.com/terms-of-business are hereby incorporated by reference. ‘Data controller’, ‘personal data’ and ‘process’ will have the meaning given in the EU GDPR or the data processing addendum, or standard contractual clauses where applicable.

10. Confidentiality
Each of us will (i) use industry standard administrative, physical and technical safeguards to protect the other’s confidential information; (ii) only use the confidential information of the other for purposes related to the performance of the Agreement (including our provision of the Products); and (ii) not disclose such confidential information to anyone else except to the extent required by Applicable Laws or as necessary to perform, manage or enforce the Agreement (including where we need to share it with our subcontractors). If either of us is required to disclose the confidential information of the other by statute or court order, that party shall notify the other so that an appropriate protective order or other remedy can be obtained, unless the court or government agency prohibits prior notification. Confidential information of each party includes any information marked as confidential, or which a reasonable person would consider as being confidential, including information relating to Clarivate IP (including how it is developed and any underlying models or databases) or pricing, but shall not include information that is or becomes public or known on a non-confidential basis other than through breach of any duty or obligation of confidentiality.

11. Audit
(a) Audit right. Without limiting Clarivate’s right to electronically monitor usage of the Products, we or our professional representatives may audit your compliance with the Agreement, on at least 10 business days’ notice and during normal business hours, provided that we will not audit more than once in 12 months, unless we reasonably believe you are in breach or we are required to by a third party provider. (b) Costs. If an audit reveals that you have breached the Agreement, you will pay (i) any underpaid charges; and (ii) the reasonable costs and expenses of undertaking the audit if you have underpaid the charges by more than 5% or if those costs are imposed on Clarivate by a third party provider.

12. Warranties and disclaimers
(a) LIMITED WARRANTY. WE WARRANT THAT (i) WE PROVIDE THE PRODUCTS USING COMMERCIALLY REASONABLE SKILL AND CARE; (ii) OUR INSTALLED SOFTWARE WILL SUBSTANTIALLY CONFORM TO ITS DOCUMENTATION FOR 90 DAYS AFTER DELIVERY; AND (iii) OUR HOSTED SOFTWARE WILL SUBSTANTIALLY CONFORM TO ITS THEN-CURRENT DOCUMENTATION. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OR DELIVERY OF THE PRODUCTS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAWS,

THESE WARRANTIES AND ANY PRODUCT-SPECIFIC WARRANTIES THAT MAY BE INCLUDED IN YOUR ORDER ARE THE

EXCLUSIVE WARRANTIES FROM CLARIVATE AND WE DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND

UNDERTAKINGS, EXPRESS OR IMPLIED, INCLUDING OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS AND CURRENTNESS. (b) SOFTWARE. IF WE CANNOT RECTIFY ANY VALID SOFTWARE WARRANTY CLAIM WITHIN A REASONABLE PERIOD YOU MAY CANCEL YOUR LICENSE OF THE AFFECTED SOFTWARE BY WRITTEN NOTICE TO US. WE WILL WITHOUT ANY FURTHER LIABILITY REFUND ALL APPLICABLE CHARGES BASED ON A FIVE (5) YEAR STRAIGHT-LINE DEPRECIATION FROM THE EFFECTIVE DATE OF THE APPLICABLE ORDER FOR THE SOFTWARE. (c) PROFESSIONAL SERVICES. WE WILL RECTIFY PROFESSIONAL SERVICES IF YOU GIVE US WRITTEN NOTICE OF A VALID WARRANTY CLAIM WITHIN 30 DAYS OF DELIVERY. IF WE CANNOT RECTIFY ANY VALID WARRANTY CLAIM

WITHIN A REASONABLE PERIOD WE WILL WITHOUT ANY FURTHER LIABILITY REFUND ALL APPLICABLE CHARGES

RELATED TO THE DEFECTIVE SERVICE AND WE MAY TERMINATE THE AFFECTED SERVICES BY WRITTEN NOTICE TO YOU.

Last Updated: December 2025 (Version 3.3) CLARIVATE | TERMS PAGE 7 (d) NO ADVICE. WE ARE PROVIDING THE PRODUCTS FOR INFORMATIONAL PURPOSES ONLY. WE ARE NOT

PROVIDING ANY ADVICE (LEGAL, MEDICAL, CLINICAL, FINANCIAL OR OTHERWISE) BY ALLOWING YOU TO ACCESS AND USE THE PRODUCTS. YOU ARE FULLY RESPONSIBLE FOR YOUR INTERPRETATIONS OF THE PRODUCTS. IF YOU

DESIRE ADVICE, WE ENCOURAGE YOU TO ENGAGE LEGAL, MEDICAL, CLINICAL OR FINANCIAL PROFESSIONALS TO HELP YOU INTERPRET THE PRODUCTS. YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY ACTION OR

DAMAGES RESULTING FROM ANY DECISIONS YOU (OR ANY OTHER PARTY ACCESSING THE PRODUCTS THROUGH YOU) MAKE IN RELIANCE ON THE PRODUCTS. WE ARE NOT A LAW FIRM OR PROFESSIONAL ADVISOR AND NO ATTORNEY/CLIENT, PHYSICIAN/PATIENT OR OTHER FIDUCIARY OR PROFESSIONAL RELATIONSHIP IS CREATED. (e) THIRD PARTY MATERIALS. WE DO NOT ACCEPT ANY RESPONSIBILITY FOR, AND WILL NOT BE LIABLE FOR

CLAIMS ARISING FROM, THIRD PARTY TECHNOLOGY OR ANY THIRD PARTY MATERIALS ACCESSIBLE VIA LINKS IN THE PRODUCTS.

13. Liability
(a) Unlimited liabilities. Neither of us excludes or limits liability for (i) fraud, (ii) death or personal injury caused by negligence, (iii) claims for payment or reimbursement or (iv) any other liability, including gross negligence, where not permitted to do so under Applicable Laws and nothing in the Agreement shall be interpreted to do so. (b) Excluded losses. Neither of us will be liable for (i) lost profits, lost business, lost revenue, anticipated savings, lost data, or lost goodwill; or (ii) any special, incidental or exemplary damages, indirect or consequential losses, or anticipated savings.
(c) Limitation. The aggregate liability of each of us (and of any of Clarivate’s third party providers) for all claims arising out of or in connection with the Agreement, including for breach of statutory duty, in tort or in negligence (collectively ‘Claims’), will not exceed the amount of any actual direct damages up to the amounts payable in the 12 months prior to the first incident under which liability arose (or where the claim arose in the first 12 months of the Agreement, the amounts that would have been payable in the first 12 months) for the Product that is the subject of the claim.
(d) Claims. You may not assign or transfer Claims and you must bring Claims within 12 months of arising. (e) No liability. We will not be responsible for failures, errors or delays that occur because of (i) your or a third party’s technology or network; (ii) your actions or inaction (other than proper use of the Product), such as failing to follow the usage instructions or adhering to the minimum recommended technical requirements; (iii) changes you make to the Products; (iv) your failure to implement and maintain proper and adequate virus or malware protection and proper and adequate backup and recovery systems; (v) your failure to install updates we have provided to you; or (vi) other causes not attributable to us. If we learn that the Product failed because of one of these, we reserve the right to charge you for our work in investigating the failure at our then currently applicable rates. At your request we will assist you in resolving the failure at a fee to be agreed upon. (f) Third party intellectual property. If a third party sues you claiming that a Product as provided by Clarivate infringes their intellectual property rights then, provided your use of such Product has been in accordance with the terms of the Agreement, we will defend you against the claim and pay damages that a court finally awards against you or that are included in a settlement approved by us, provided that you (i) promptly notify Clarivate in writing of the claim; (ii) supply information we reasonably request; and (iii) allow Clarivate to control the defense and settlement. We have no liability for Claims to the extent caused by items not provided by us. In relation to liability arising solely from one of our third party providers' data, software or other materials, our liability will be limited to the amount we recover from that third party supplier divided by the number of Claims by our customers, including you. (g) Mitigation. Each of us shall take reasonable steps to limit and mitigate any losses, liability, Claims or other costs it may incur under the Agreement and which it may seek to recover from the other, including under any reimbursement or indemnity. Further, in the event a Product infringes or may infringe a third party’s intellectual property rights we may, at our expense and option: (a) replace or modify the Product to make it non-infringing, while maintaining equivalent functionality; (b) procure the right for you to continue using the Product pursuant to this Agreement; or (c) terminate the Product and provide you a refund on a pro-rata basis.

Last Updated: December 2025 (Version 3.3) CLARIVATE | TERMS PAGE 8 (h) Equitable relief. Each of us agrees that damages may not be a sufficient remedy for any misuse of the others intellectual property, confidential information or trade secrets, and each of us may seek equitable relief (including specific performance and injunctive relief) as a remedy for breach of the Agreement.

14. Term, Termination
(a) Term. The term and any renewal terms for the Products are described in your Order. If either of us does not wish to renew the Products set forth in an Order, in whole or in part, they must provide the other with at least 30 days’ written notice before the end of the then current term. (b) Suspension. We may on written notice suspend or limit your use of the Products or other Clarivate IP, or terminate the Agreement, (i) if required to do so by a third party provider, Applicable Laws, court or regulator; (ii) if you become or are reasonably likely to become insolvent or affiliated with one of our competitors; or (iii) if there has been or it is reasonably likely that there will be: a breach of security; a breach of your obligations under the Agreement (including payment); or a violation of third party rights or Applicable Laws. Our notice will specify the cause of the suspension or limitation and, as applicable, the actions you must take to reinstate the Product. If you do not take the actions or the cause cannot be remedied within 30 days, we may terminate the Agreement. Charges remain payable in full during periods of suspension or limitation arising from your action or inaction. (c) Termination. We may terminate the Agreement, in whole or in part, in relation to a Product which is being discontinued, on 90 days’ written notice. Either of us may terminate the Agreement immediately upon written notice if the other commits a material breach and (if capable of remedy) fails to cure the material breach within 30 days of being notified to do so. Unless we terminate for breach or insolvency, fees will be due for all Products provided through the termination date and any pre-paid charges will be refunded on a pro-rated basis for terminations in accordance with the Agreement. Transition assistance may be provided upon the execution of an Order for such services.
(d) Effect of termination. Except to the extent we have agreed otherwise, upon termination, all your licenses and usage rights granted end immediately and you must permanently uninstall, expunge, delete or destroy the Products and Clarivate IP (including any copies thereof) in your or any third party’s control or possession and, if requested, confirm this in writing. Termination of the Agreement will not (i) relieve you of your obligation to pay Clarivate any amounts you owe up to and including the date of termination; (ii) affect other accrued rights and obligations; or (iii) terminate those parts of the Agreement that by their nature should continue.

15. Force majeure
Other than payment obligations, neither of us shall be liable for any failure or delay in performance due to causes that cannot be reasonably controlled by that relevant party, such as (but not limited to) acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies, and the like.

16. Third party rights
Our affiliates and third party providers benefit from our rights and remedies under the Agreement. No other third parties have any rights or remedies under the Agreement.

17. General
(a) Assignment. You may not assign or transfer the Agreement to anyone else without our prior written consent. We will provide you with written notice if we assign or transfer the Agreement, in whole or in part, as part of our business reorganization, which we may do provided the Products will not be adversely affected. (b) Marketing. We may refer to you as a customer and use your trade names, trademarks, service marks, logos, domain names and other brand features in our marketing materials, customer lists, presentations and related materials.

Last Updated: December 2025 (Version 3.3) CLARIVATE | TERMS PAGE 9 (c) Amendment. We may amend the Agreement from time to time, with such changes being effective upon renewal. (d) Enforceability. The Agreement will always be deemed modified to the minimum extent necessary for it to be enforceable, unless modification fundamentally changes the Agreement. (e) Non-solicitation. Clarivate is an independent contractor. You must not directly or indirectly solicit or recruit or attempt to solicit or recruit for employment or engagement any personnel of Clarivate during the term and for 12 months thereafter. Employment resulting from a general public advertisement or search engagement not specifically targeted at the relevant personnel is not precluded.
(f) Performance. We may perform some or all of our obligations from any of our offices globally or through any of our affiliates or third parties. Such affiliates and third parties are obligated to confidentiality obligations and we remain responsible for their performance.
(g) Headings and summaries. Headings and summaries shall not affect the interpretation of the Agreement. (h) Waiver. Neither of us waives our rights or remedies by delay or inaction. (i) Governing law and jurisdiction. If a dispute arises related to this Agreement or an Order, Clarivate and you agree to meet to try and resolve it before commencing any legal proceedings. Should such resolution attempts fail, each of us agrees that any Claim arising out of or in connection with the Agreement (including its formation) is subject to the exclusive governing law and exclusive jurisdiction specified in the Order. BOTH

YOU AND CLARIVATE EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR HEARD IN ANY COURT. (j) Precedence. In the event of any conflict within the Agreement, the descending order of precedence is: the Order; the referenced documents (including any specific product/service terms); the remaining terms and conditions of this Agreement.
(k) Notices. Notices for Clarivate must be directed to [email protected]. Notices for you will be directed to the Client entity and address identified in the Order. Each of us may update our notice information upon prior written notice to the other.

CLARIVATE |PRODUCT / SERVICE TERMS PAGE 1

PRODUCT / SERVICE TERMS
These Product/Service Terms apply to certain Productsthat you accessthrough our platform(s), website(s) or are otherwise identified in your order form, statement of work or other ordering document (collectively “Order”) and supplement the Clarivate Terms which apply to all of our products. If you have ordered or are accessing a product that is not listed below, then these Product/Service Terms not apply to your order. “We”, “our” and “Clarivate” meansthe Clarivate entity identified in the order form; “you” and “your” meansthe Client entity identified in the order form. Any other terms not defined in these Product/Service terms have the meaning given to them in the Clarivate Terms.

Innovative
Innovative Subscription and Perpetual Software subscriptions (ex: Polaris, Sierra, Millennium, Virtua, INNReach)

1. License. Client and, where applicable, its Authorized Users (defined below) may use the Software (including any client configurations) (i) only for the management of the library and for servicing its patrons (including permitting Authorized Users to search library catalogues), and not on an outsourced basis, as a service bureau, for resale, or similarly on behalf of or for the direct or indirect benefit of third parties, and (ii) only in accordance with the other terms of this Agreement. The license does not include hosting services, which must be purchased separately.

2. Copies. Non-production use includes training, development, testing, quality assurance, staging or preproduction provided that the copies of the Software are not used in a production environment or as a backup to production The license includes the right to use a single production instance and up to two (2) additional copies for nonproduction use at no additional charge.

3. New Releases. The license granted to you pursuant to this Agreement will include, at no additional cost, a license to use all new scheduled major releases, service pack releases, and hot fixes of the software offered generally by Clarivate to its clients during the term of your subscription or maintenance (collectively, "New Releases"). "New Releases" do not include new or additional modules, applications or other software now or hereafter offered by Clarivate, each of which require a separate license and payment of additional license fees.

Additional fees may be required for implementation of New Releases.

4. Authorized Users. For clarity, your patrons do not fall within the number of Authorized Users on your Order Form.

5. Aggregated Data. In addition to the rights set forth in the Terms, we may use your Content and otherwise collect information related to your use of our product to create and use aggregate, non-identifying and anonymized data (“Collected Data”). Client acknowledges and agrees that it will have no rights in any products or services created or sold by Clarivate or its affiliates that use Collected Data.

6. Early termination. Client may terminate this Agreement at any time during the Initial Term effective as of the date of the next annual anniversary of the term if Client’s budget (funding) is eliminated and Client provides written evidence of the elimination of Client’s budget (funding), such evidence to be in the form and substance reasonably requested by Clarivate.

7. Modules. Your purchase and use of additional modules, tools or other applications from us with the Software are subject to the same terms as the Software.

Innovative SAAS subscriptions (ex: Vega, Innovative Mobile, Innovative Phone Alerts)

1. License. We will provide you with subscription access via a website to our Integrated Library System solution known as “Vega”. Client and, where applicable, its Authorized Users may access and use Vega (including any client configurations) (i) only for the management of the library and for servicing its patrons (including permitting Authorized Users to search library catalogues), and not on an outsourced basis, as a service bureau, for resale, or similarly on behalf of or for the direct or indirect benefit of third parties, and (ii) only in accordance with the other terms of this Agreement.

CLARIVATE |PRODUCT / SERVICE TERMS PAGE 2

2. New Releases. The license granted to you pursuant to this Agreement will include, at no additional cost, a license to use all new scheduled major releases, service pack releases, and hot fixes of the software offered generally by Clarivate to its clients during the term of this Agreement (collectively, "New Releases"). "New Releases" do not include new or additional modules, applications or other software now or hereafter offered by Clarivate, each of which require a separate license and payment of additional license fees. Additional fees may be required for implementation of New Releases.

3. Aggregated Data. In addition to the rights set forth in the Terms, we may use your Content and otherwise collect information related to your use of our product to create and use aggregate, non-identifying and anonymized data (“Collected Data”). Client acknowledges and agrees that it will have no rights in any products or services created or sold by Clarivate or its affiliates that use Collected Data.

4. Authorized Users. For clarity, your patrons do not fall within the number of Authorized Users on your Order Form.

5. Early termination. Client may terminate this Agreement at any time during the Initial Term effective as of the date of the next annual anniversary of the term if Client’s budget (funding) is eliminated and Client provides written evidence of the elimination of Client’s budget (funding), such evidence to be in the form and substance reasonably requested by Clarivate.

Last updated: December 2022 (Version 3.5)

CLARIVATE | SOFTWARE SUPPORT, SERVICE AVAILABILITY, AND MAINTENANCE (CONVERIS) PAGE 1 Software Support, Service Availability and
Maintenance
This document outlines our Software support, maintenance and service availability for the following products (“Covered Products”):

Innovative Subscription and Perpetual Software subscriptions (ex: Polaris, Sierra, Millennium, Virtua, INNReach) Support
Requesting support. Support includes issue analysis, support case management, prioritization of issues, tracking and investigation of issues and explanation of error messages. You must provide us with the information we need to resolve your problem. This includes relevant contact information, details about the problem, error messages, user IDs, and any other necessary information. If you have problems using our software, your designated administrators can contact us during normal hours. Your administrator will be provided an internal portal to report issues and review their status.

Response. We will use commercially reasonable efforts to meet the service level objectives stated below. Target response times to confirm receipt and begin troubleshoot and diagnosis of the problem are below. Resolution times cannot be guaranteed, although we undertake every effort to resolve your issues as soon as possible.

Priority Response Criteria
Severity 1 1 Business hour A major component of the software is in a non-responsive state and severely affects library productivity or operations. A high impact problem that affects the entire library system. Widespread system availability, production system is down
Severity 2 4 Business hours Any component failure or loss of functionality not covered in Severity 1 that is hindering operations, such as, but not limited to: excessively slow response time, functionality degradation; error messages; backup problems; or issues affecting the use of the module or the data Severity 3 2 Business Days An issue (other than a Severity 1 or 2) which (a) has no direct and material impact on business processes, (b) has an impact only on a segment of users, or (c) does not yet disrupt time-critical business processes.

Severity 4 as promptly as is
reasonably practical
Non-performance related incidents, including: general questions, requests for information, documentation questions, enhancement requests. These will be logged but no immediate action will be taken.

We will generally monitor the situation but will not be obliged to provide any solution.

Escalation Path. If you do not receive a response within the timeframe designated above, please reach out to your Account Manager.

Hosting Services
The following terms apply to the extent you have purchased hosting services from Clarivate for one or more of the Covered Products.

CLARIVATE | SOFTWARE SUPPORT, SERVICE AVAILABILITY, AND MAINTENANCE (CONVERIS) PAGE 2 Service availability
We endeavor to ensure 99.9% availability of our software and make commercially reasonable efforts to schedule maintenance and system upgrades during the weekends or outside regular business hours (i.e. after regular end of business Pacific Time and before start of business Eastern Time) with reasonable notice. Availability is calculated by dividing the number of minutes the software was available during the Measured Period by the total sum of the minutes in the Measured Period less any Excluded Downtime.

For the purposes of this calculation, (i) the Measured Period is a calendar year and (ii) the Excluded Downtime includes scheduled downtime for system maintenance and release updates, as well as any service unavailability attributable to your breach, any actions or omissions by you or your users, causes beyond our control, or separate instances of unavailability of less than 5 (five) minutes duration each, provided such instances are not of a persistent nature.

If availability falls below 99.9% in a month for three consecutive months, you will be entitled to a credit equal to the prorated amount of the fees for hosting services for any time during such three-month period in which the software was unavailable (other than Excluded Downtime). This credit will be your exclusive remedy for such unavailability.

Security Controls
We take reasonable and appropriate administrative, technical and physical measures to protect the confidentiality, integrity and availability of your data; however, security and compliance is a shared responsibility between you and Clarivate. Our responsibilities are described below. You should take into consideration any special configurations or third-party applications and your responsibilities depending on any applicable laws and regulations.

The table below sets forth the features of our standard cloud-based hosting option. Premium support may be available for an additional cost.

Feature Standard
24x7 network monitoring ✓
Dedicated production environment ✓

99.9% guaranteed infrastructure uptime ✓
Dedicated public IP address and custom URL ✓
Operating system installation and management ✓
Library software installation and upgrades ✓
Data backups Daily
Archive data backup retention 30 days
Network Systems Audit Logging. All firewall logon activity and password changes are logged, monitored, controlled and audited. All intrusion detection and firewall log monitoring is done through services provided by Innovative and those pertinent log files and configuration files are retained for ninety (90) days and can be made available upon request for audit and problem resolution, as may be required.

Network Monitoring. All network systems and servers are monitored 24/7/365. We will monitor its systems for security breaches, violations and suspicious (questionable) activity. This includes suspicious external activity (including, without limitation, unauthorized probes, scans or break-in attempts) and suspicious internal activity (including, without limitation, unauthorized system administrator access, unauthorized changes to its system or network, system or network misuse or program information theft or mishandling). Innovative will notify Client as soon as reasonably possible of any known security breaches or suspicious activities involving Client’s production data or environment, including, without limitation, unauthorized access and service attacks, e.g., denial of service attacks.

CLARIVATE | SOFTWARE SUPPORT, SERVICE AVAILABILITY, AND MAINTENANCE (CONVERIS) PAGE 3 Audit and Security Testing. Hosting Providers perform regular security audits and testing. You may not perform own audits of hosting providers.

Information Security Auditing/Compliance. Our hosting providers undergo SOC 1/SOC 2 Type 2/ISO 27001 audits each year by independent third-party audit firms. We offer hosting options in datacenters located in the United States, Canada, United Kingdom, Ireland, Australia and the Asia-Pacific region, however, Clarivate reserves the right to increase, decrease and/or relocate its datacenters at anytime.

Disclaimer
Support services do not include visits to your site, any services for third party equipment or software, problems stemming from a change you made to the software, or consulting services related to client specific configurations or implementation (such as interactions between the software and your hardware, installations at your site, assistance with acceptance testing, client specific templates or reports, etc). We have no obligation to correct any error resulting from a failure by you to implement a third-party software modification or update recommended by us and provided to you at no charge.

We are not responsible for downtime or any other failure to meet the availability requirement if the root cause of the disruption is (i) your breach of the agreement; (ii) your failure to use minimum recommended browser standards for access to and use of the software; or (iii) outside of our control including, but not limited to, failures of hardware or software of upstream service providers or at your location or improper use of the software. Any additional services which you may request and we may agree to perform will be billed on a time and materials basis subject to our current applicable rates.

Changes to Support Policy
This policy may be updated by us from time to time, in our sole discretion.

Last Updated: December 2022 (version 1.0)

English - Innovative Order Form (Rev. 7/31/2024) Page 1 of 3 Innovative Interfaces Incorporated (“Clarivate”)
789 E. Eisenhower Parkway
Ann Arbor, MI 48108
Order Form:

By signing this Order Form (“Order”) you agree to order the Services and /or license the Products subject to the Agreement described below and you certify that you are authorized to enter into this Agreement on behalf of the Client effective as of the date of the last signature below.

Q-00887176
Products (Annually Recurring):

Name Description Start Date Contract Term
(months)
Library Experience
Essentials for Sierra
Bundle - Library Experience
Essentials for Sierra
The Library Experience Essential
Bundle includes Sierra ILS,
Unlimited Sierra Staff Licenses, 30
SIP2 Licenses for Sierra, Hosting
for Sierra, Vega Discover Premium,
and Innovative Mobile with Self
Check Out.

See
implementation
rules below
60 Vega Mobile Self
Check Out - Essentials
Sierra
Bundle - Vega Mobile Self Check
Out - Essentials Sierra
See
implementation
rules below
60 Vega Discover
Premium - Essentials
Bundle - Vega Discover Premium -
Essentials Sierra
See
implementation
60 Client: Watsonville Public Library
Authorization by: Innovative Interfaces Incorporated Authorization by Client:

Signature: \s1{"size":"small"}\ Signature:

Name:

Duly Authorized Signature
fme1{"textsize":"small”,"width":"120"}\ Name: Tim McGee Title: \title1{"texCITY MANAGER:"small","width":"120"}\ Title: VP, Sales Operations Date Signed: \date1{"textsize":"small",”format”:”MMM dd, yyyy”,"width":"120"}\ Date Signed: August 25, 2026 \title1{"texTAMARA VIDES:"small","width":"120"}\

English - Innovative Order Form (Rev. 7/31/2024) Page 2 of 3 Sierra
Vega Discover Premium -
Essentials Sierra
rules below
Total Price: 88,592.40 USD
Services (One Time):

Name Description
Sierra - Essentials - Implementation
(Subs Service)
Sierra - Essentials - Implementation
Sierra - Essentials - Implementation
Vega Mobile Self Check Out LXES Imp
(Subs Service)
Vega Mobile Self Check Out LXES - Sierra -
Implementation
Vega Discover Premium LXES - Sierra -
Implementation
(Subs Service)
Vega Discover Premium LXES - Sierra -
Implementation
Vega Discover Premium LXES - Sierra -
Implementation
Pathfinder Pro Implementation
(Subs Service)
Pathfinder Pro Implementation
Innovative Mobile App Implementation for Sierra
Total Price: 5,500.00 USD
Implementation Rules
Start Date for new product(s) being purchased will commence when Customer first uses the Software Product for commercial or production purposes, and if a Product bundle is being purchased which includes an ILS (i.e. Sierra or Polaris), the first use of the ILS for commercial or production purposes will be the effective Start Date for all products included in that Product bundle.
- Statement of Work is attached for Services Orders.
- If applicable, fees will be co-termed to align your billing to the same term.

Renewal Term:

For annually recurring products it will auto renew for consecutive 12-month terms following the expiration of the overall contract term as set out above (“Initial Term”) unless either party provides at least ninety (90) days’ notice of nonrenewal before the end of the then current term. Annual subscription fees may be increased each calendar year by up to 5%.

English - Innovative Order Form (Rev. 7/31/2024) Page 3 of 3 Product Terms:

GOVERNING LAW CA
GOVERNING TERMS: The existing Agreement and those terms referenced on Order(s) will govern. Where there is no existing Agreement, the Clarivate Terms and the applicable Products/Service Terms available at https://clarivate.com/legal-center/terms-of-business and any terms referenced on this Order will apply. Terms detailed within this Order will control in the event of a conflict.

Additional Information:

Upgrade to Sierra Essentials bundle for 2027/2028 & beyond (+Vega Mobile) Year 1: $88,592.40
Year 2: $91,250.17
Year 3: $93,987.68
Year 4: $96,807.31
Year 5: $99,711.53
The pricing offered by Clarivate herein expires 30 days from date of issue and based on the assumption that if accepted by Client, contracts will be executed within this 30-day period.

Legal Notice Information
Client Entity: Watsonville Public Library
Client Legal Address: 275 Main Street Watsonville CA United States 95076 Billing Information:

Please review your billing address to ensure its accuracy.

Shipping Information:

Please confirm the shipping address is accurate.

Watsonville Public Library
275 Main Street Watsonville CA United States 95076
Watsonville Public Library
275 Main Street Watsonville CA United States 95076
Electronic Invoice Recipient(s): Electronic Renewal Recipient(s):

If your subscribing institution requires the use of Purchase Orders, please indicate below.

Purchase Order #
Billing Information Notes
Tax Registration Number # \tx
If tax exempt, please include copy of supporting
documentation with signed agreement or email a copy to
[email protected]
Invoices will be emailed to the bill to-contact and renewals will be emailed to the ship-to-contact. If your institution is unable to accept electronic invoices, please check this box: ☐

Statement of Work
Client: Watsonville Public Library
Quote ID: Q-00887176
A. Purpose of this Statement of Work
The SOW provides an overview of the scope of the project and fees to complete the engagement based on Innovative’s prior experience with similar projects and preliminary discussions with Client. The Client hereby acknowledges that the SOW is not meant to capture all detailed requirements but documents the high-level requirements and implementation approach discussed and that additional detailed requirements discussions will be required to outline the full scope of work between the Parties.

B. Project Scope of Services
The Scope of the project includes the following set of professional services:

1. VEGA Mobile App Implementation
Innovative Services Team (“Services Team”) will work with the Client to configure, install, and test a customized VEGA Mobile application (“App”) for the Client.

NOTE: Some services specified in this Statement of Work will be performed by third party vendor Solus (“Solus”), including creation of customized App for Client, and publishing of App to specified online app stores.

Specified work includes:
a. Project management
b. Project kickoff between Services Team and Client
c. Creation and configuration of Client instance on VEGA Mobile Content Management System (“CMS”) for a single production environment
d. Custom App development
e. Publishing of App to Apple and/or Google app stores
f. Liaison with Solus
g. Post-implementation testing
h. Remediation of post-implementation issues found during testing Services Team will work with the Client to deliver self-check functionality as specified in the Contract.

Specified work includes:
a. Configuration of VEGA Mobile Content Management System to enable self-checkout C. Services Team
The Services Team will have the following resources available for this project:

1. Project Manager: Responsible for coordination of schedule and App delivery with the Client, consultation on App configuration requirements, and consultation on available App customization, and liaison with third party vendor Solus as necessary.

2. System Engineer: Responsible for creation of Client configuration in the VEGA Mobile Content Management System (CMS), and configuration of the ILS as required.

D. Client Implementation Team

1. Technical Lead: Will be responsible for assisting with Client responsibilities related to the installation and any other system level duties required by Client, and coordinating/providing all Client responsibilities identified in Implementation Assumptions.

E. Implementation Assumptions

1. Client will have adequate resources available to ensure timely completion of any Client tasks outlined in the project schedule.

2. Timeline for the completion of this project will be established, through joint planning conversations between the Client and Innovative during the initial stage of the project.

3. Client shall be responsible for:
a. Participating in project kickoff, and assisting in establishing project schedule b. Providing images for App customization
c. Applying for Apple Developer account, and providing app publishing credentials to Innovative Services team
d. Providing Services Team with required profile and configuration information, in an App configuration questionnaire and App configuration spreadsheet to be provided by Services Team.
e. Testing App download from Apple and Google app stores, and testing App for proper appearance, functionality, and configuration
f. Providing Services Team with required information on Client’s barcode symbologies, necessary for configuration of Barcode Selfcheck in the App

4. Client must establish an Apple Developer Program account in order for Innovative to publish app to Apple store. This account will be used by Innovative for publishing the Client’s iOS app to the Apple store. This account must be maintained throughout the duration of the Client’s VEGA Mobile contract. If Client does not establish an Apple Developer Program account, Innovative will no longer be responsible for publishing the app to the Apple store.

5. Client Implementation will be determined to be live upon the earlier of acceptance or 2 weeks of the app in the test flight environment.

F. Fees and Payment Terms
Fees for Services delivered under this SOW will be charged on a fixed price basis as set forth in the attached Pricing Exhibit herewith and are made in good faith based on the activities, approach, and assumptions contained within the SOW. Payment terms for this SOW are as set forth in the Agreement. Any additional Change Requests will be performed at a blended rate of $200 per hour for all resources. Additionally, Client is responsible for all reasonable out-of-pocket costs and expenses incurred during this SOW. Pricing assumes that deliverables in this Statement of Work are completed within six months or additional Services fees will apply.

1 CITY COUNCIL AGENDA REPORT
MEETING DATE: Tuesday, October 13, 2026
TO: CITY COUNCIL
WRITTEN BY: WASTEWATER DIVISION MANAGER TELLEZ
RECOMMENDED BY: PUBLIC WORKS & UTILITIES DIRECTOR GREEN APPROVED BY: TAMARA VIDES, CITY MANAGER
SUBJECT: THREE-YEAR SAAS RENEWAL WITH INSOURCE SOFTWARE SOLUTIONS INC. FOR THE AVEVA FLEX SOFTWARE SUBSCRIPTION AND SUPPORT

FOR CITY UTILITY OPERATIONS
RECOMMENDATION:

Adopt a resolution approving a three-year agreement with InSource Software Solutions, Inc., doing business as InSource Solutions, for renewal of the City's AVEVA Flex software subscription and Customer FIRST support, in an amount not to exceed $207,765 for a three-year term, and authorizing the City Manager to execute the agreement including any adjustments to cost or terms that may be required to execute the agreement.

BACKGROUND:

The City's utility operations rely on supervisory control and data acquisition (SCADA) systems to monitor and control utility equipment and processes. Maintaining the AVEVA Flex software used to support these systems provides staff access to software updates, maintenance releases, and technical assistance.

InSource Solutions is the company that provides the AVEVA Flex software. InSource solutions provided Quote No. 038871, Version 1, dated September 14, 2026, for renewal of AVEVA Customer FIRST Agreement No. 44273 for the City of Watsonville Utilities. The quote offers a one-year renewal or a threeyear subscription with annual billing. Staff recommends the three-year option to establish the quoted annual pricing for the renewal period.

DISCUSSION:

2 The proposed renewal provides an annual allotment of 3,517 AVEVA Flex credits with Premium support.

Flex credits are redeemed for eligible software products and consumed based on the licenses activated.

The quote identifies Development Studio 2023 Small, which supports development and modification of the SCADA application. Before execution, staff will obtain and verify the complete inventory of licenses covered by the agreement to confirm that the renewal meets the City's utility software needs.

The three-year option establishes annual subscription costs of $66,025 for Year 1, $69,135 for Year 2, and $72,605 for Year 3, for a total commitment of $207,765. The one-year option is quoted at $68,430. The first year of the three-year option is therefore $2,405 less than the one-year option. Future standalone one-year renewal prices are not provided, so a total three-year savings comparison is not available, though anticipated to be higher than locking in pricing for three years.

The proposed agreement is a non-cancelable three-year commitment with annual invoicing. Separate annual purchase orders may be used under the vendor's stated terms, but they do not change the threeyear contractual commitment. Additional licenses or credit consumption beyond the contracted amount would result in additional charges and are not included in the proposed authorization.

Staff will confirm the subscription terms before execution. Although the descriptions indicate annual coverage ending in September 2027, September 2028, and September 2029, all three quoted line items display the same start and end dates. Staff will obtain corrected dates consistent with the executed agreement. The quote also identifies the prior agreement as expired September 1, 2026, and states that late renewal may result in a penalty. Any applicable penalty, tax, or other charge must be resolved within the authorized amount before execution; costs exceeding that amount would require further authorization.

The renewal supports continued access to vendor software support and updates. The effect of nonrenewal on operating licenses depends on whether individual licenses are perpetual or subscription based. Staff will verify those license types and avoid converting perpetual licenses without reviewing the resulting ownership implications.

The AVEVA Flex Software Program supplies the City with flexible access to SCADA used at critical facilities.

This includes operational continuity, regulatory compliance, data collection and operational reporting, system monitoring and automation functions. This renewal ensures uninterrupted use of the software and avoids potential penalties.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION:

This action is exempt from the requirements of the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15378(b)(5), in that adopting a Resolution approving the Software as a Service (SaaS) Renewal agreement for AVEVA Flex software subscription and Customer FIRST support does not meet CEQA's definition of a “project,” because the action does not have the potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, and because the action constitutes organizational or

3 administrative activities of governments that will not result in direct or indirect physical changes in the environment and if a “project,” is exempt under the “common sense” exception (14 Cal. Code Regs. § 15061(b)(3)) because it can be seen with certainty that there is no possibility that this action may have a significant effect on the environment.

STRATEGIC PLAN:

This action is consistent with the following strategic plan goals:

Infrastructure & Environment
FINANCIAL IMPACT:

The total three-year subscription commitment is $207,765, payable annually. Each annual cost will be allocated equally among Collection Systems, Wastewater, Water, and Recycled Water, with each account charged 25% of the annual invoice, as follows:

Account Year 1 Year 2 Year 3 Three-Year Total
Collection Systems 531-7361 $16,506.25 $17,283.75 $18,151.25 $51,941.25 Wastewater 530-7361 $16,506.25 $17,283.75 $18,151.25 $51,941.25 Water 596-7361 $16,506.25 $17,283.75 $18,151.25 $51,941.25 Recycle Water 532-7361 $16,506.25 $17,283.75 $18,151.25 $51,941.25 Total $66,025.00 $69,135.00 $72,605.00 $207,765.00
Year 1 corresponds to the proposed 2026-2027 subscription period, Year 2 to 2027-2028, and Year 3 to 2028-2029, subject to confirmation of the final contractual dates. Finance will confirm the appropriate fiscal year accounting and availability of funds in the listed accounts before execution. The contractual obligation for Years 2 and 3 must be incorporated into future budget planning.

The amounts above reflect the quoted subscription pricing and do not include separately assessed taxes, fees, additional credits, or late-renewal penalties.

ALTERNATIVE ACTION:

The City Council could approve the one-year renewal at $68,430 rather than committing it to three years.

Under the same allocation, each of the four accounts would be charged $17,107.50 for that year. This option provides shorter commitment but costs $2,405 more in the first year and does not establish pricing for subsequent renewals.

ATTACHMENTS AND/OR REFERENCES (IF ANY):
1) InSource Solutions Quote No. 038871, Version 1, dated September 14, 2026, including the Multi-Year License Subscription Contract

Monday, September 14, 2026
City of Watsonville Utilities
Roberto Alanis
500 Clearwater Lane
Watsonville, CA 95076
[email protected]
Dear Roberto,
Thank you for being an InSource software maintenance subscriber! The top four reasons that clients continue to renew their subscriptions are:
 Reinvestment in our software. Approximately 70% of Customer First maintenance revenue is invested in Research and Development
 Data Security. AVEVA addresses cyber-security threats in real-time, keeping your data and operationssafe and preventing costly downtime.
 Compatibility. Changes to the underlying Microsoft operating systems are rapidly addressed so your systems easily work with each other.
 We're here to help. During business hours, most calls are answered within 90 seconds and most issues resolved the same day.Online Tips and Tech notes are available anytime, and after-hours support is available at an added cost. Clients like you give us a 95% satisfactory rating.

Important sites where you can get self-service information are:

Aveva Customer First Client Brochure
InSource Knowledge Center
AVEVA Knowledge & Support Center
Taxes,shipping, handling and other fees may apply.

Please contact me if I can be of further assistance on this or other matters.

Israel Rivas
Inside Sales
InSource Solutions Group
707.324.2327
Quote #038871 v1 Monday, September 14, 2026 1/9
Attachment 1

AVEVA CF# 44273 Flex and Perpetual - Exp. 9/1/26
Quote Information: Prepared for: Account Executive: Prepared by:

Quote #: 038871 City of Watsonville Utilities
Roberto Alanis
500 Clearwater Lane
Watsonville, CA 95076
[email protected]
(831) 285-9575
Israel Rivas
707.324.2327
[email protected]
Israel Rivas
707.324.2327
[email protected]
Version: 1
Monday, September 14, 2026
Expiration Date: 10/11/2026
3 Year Option
Part # Description Maintenance
Site
Agreement Start Date End Date Price
Customer Site ID: 20444 City of Watsonville Utilities
FLEX-Pr
-1-R
AVEVA Flex-Customer FIRST#
44273 - F21243-3R612-SQ -
3517 Credits - Premium 1 Yr -
Exp. 9/1/27
City of
Watsonville
Utilities500
Clearwater
LaneWatsonville
CA 95076
44273 9/2/2026 9/1/2027 $66,025.00
FLEX-Pr
-1-R
AVEVA Flex-Customer FIRST#
44273 - F21243-3R612-SQ -
3517 Credits - Premium 1 Yr -
Exp. 9/1/28
City of
Watsonville
Utilities500
Clearwater
LaneWatsonville
CA 95076
44273 9/2/2026 9/1/2027 $69,135.00
FLEX-Pr
-1-R
AVEVA Flex-Customer FIRST#
44273 - F21243-3R612-SQ -
3517 Credits - Premium 1 Yr -
Exp. 9/1/29
City of
Watsonville
Utilities500
Clearwater
LaneWatsonville
CA 95076
44273 9/2/2026 9/1/2027 $72,605.00
Quote #038871 v1 Monday, September 14, 2026 2/9
Attachment 1

3 Year Option
Part # Description Maintenance
Site
Agreement Start Date End Date Price
Please note:
* Any order resulting from this quote automatically incorporates the below special terms and conditions, listed here, for Flex Subscription purchases:
- Flex credits are an annual allotment of credits, built on a monthly credit consumption model, that can be redeemed for a variety of interchangeable subscription tiers.
- The quoted number of credits is expected to cover your site and the following, but if different or additional subscription selections are made, the purchase of additional credits may be necessary:
 SN# 2563491 - DevStd-01-N-23 - Dev Studio 2023 Small 250 / 1000 / 100 - Credit: The virtual Credits purchased by Customer which may be redeemed to create a license file allowing access and use of a variety of interchangeable Products. Credits will be allotted to respective twelve calendar month periods (each a “Year”). Once activated, licenses begin consuming Credits on a monthly basis as prorated against the annual credit consumption schedule listed for that product.

Subtotal: $207,765.00
1 Year Option * Optional
Part # Description Maintenance
Site
Agreement Start Date End Date Price
Customer Site ID: 20444 City of Watsonville Utilities
FLEX-Pr
-1-R
AVEVA Flex-Customer FIRST#
44273 - F21243-3R612-SQ -
3517 Credits - Premium 1 Yr -
Exp. 9/1/27
City of
Watsonville
Utilities500
Clearwater
LaneWatsonville
CA 95076
44273 9/2/2026 9/1/2027 $68,430.00
Quote #038871 v1 Monday, September 14, 2026 3/9
Attachment 1

1 Year Option * Optional
Part # Description Maintenance
Site
Agreement Start Date End Date Price
Please note:
* Any order resulting from this quote automatically incorporates the below special terms and conditions, listed here, for Flex Subscription purchases:
- Flex credits are an annual allotment of credits, built on a monthly credit consumption model, that can be redeemed for a variety of interchangeable subscription tiers.
- The quoted number of credits is expected to cover your site and the following, but if different or additional subscription selections are made, the purchase of additional credits may be necessary:
 SN# 2563491 - DevStd-01-N-23 - Dev Studio 2023 Small 250 / 1000 / 100 - Credit: The virtual Credits purchased by Customer which may be redeemed to create a license file allowing access and use of a variety of interchangeable Products. Credits will be allotted to respective twelve calendar month periods (each a “Year”). Once activated, licenses begin consuming Credits on a monthly basis as prorated against the annual credit consumption schedule listed for that product.
* Optional Subtotal: $68,430.00
Quote Summary
Description Amount
3 Year Option $207,765.00
Total: $207,765.00
*Optional Expenses
Description One-Time
1 Year Option $68,430.00
Optional Subtotal: $68,430.00
Your order is ready to be processed after we receive your purchase order at [email protected] or by fax at 804.378.8970.

Taxes, Shipping, handling and other fees may apply. We reserve the right to cancel orders arising from pricing or other errors.

In certain circumstances, tariffs may impact the pricing of products and services relied upon by ISS from its vendors. In such a case where a Quotation is affected by a tariff after its issuance, ISS reserves the right to withdraw its Quotation and offer a new Quote #038871 v1 Monday, September 14, 2026 4/9
Attachment 1

Quotation based upon pertinent impacts of tariffs.

Effective 7/1/24: Where applicable by law, a 2% surcharge will be assessed when paying by credit card. This surcharge is not greater than our cost of acceptance. To avoid the fee please remit payment via ACH (InSource preferred method), debit card, or check.

Payment Terms: Net 30
Quote #038871 v1 Monday, September 14, 2026 5/9
Attachment 1

Multi-Year License Subscription Billing Schedule - InSource InSource Multi-Year License Subscription Billing Schedule InSource Multi-Year License Subscription Contract
This Multi-Year License Subscription Contract (“Contract”) provides the following fixed, annual pricing schedule for the use of AVEVAsoftware (“Software”).

This is an addendum to Quote# 38871 (“Quotation”) and InSource Software Solutions, Inc.’s (“ISS”) Terms and Conditions appended hereto. This Contract is applicable to the following location: City of Watsonville Utilities, Site ID: 20444, 500 Clearwater Lane Watsonville, California 95076 (“Client”). All capitalized terms and phrases used herein but not otherwise defined shall have the same meanings given to them in the Order. All provisions of the ISS Terms and Conditions not otherwise addressed herein shall remain unchanged and in full force and effect.

This Contract grants to Client a noncancelable three-year subscription to use the AVEVAsoftware (“Subscription”) noted herein.

Subscription Contract Payment Terms:

Contract Year Invoice Date Payment Due
(due not later than Subscription
Term start date)
Annual Subscription
Payment Schedule
Year 1 Within 3-5 Days of receipt of PO 30 Days from date of ISS Invoice $66,025.00 Year 2 August 2, 2027 September 1, 2027 $69,135.00
Year 3 August 2, 2028 September 1, 2028 $72,605.00
1) The Subscription renewal invoice will be sent to Client thirty (30) days prior to the commencement of the subsequent Subscription term. The invoice payment is due not later than the start of the new Subscription term. If payment is not received prior to the beginning of the new Contract Year start date, then the subscription will be suspended pending payment.
2) If additional Subscription licenses are purchased during the term of this Contract, there will be an additional cost to add those licenses to the existing Subscription at the time of Software purchase. Different pricing or subscriptions terms may apply.
3) This Contract and the Subscription(s) will take effect upon 1) the date of later signature below and 2) the appending of an original purchase order for all the items quoted on Quote# 38871. The dates of the Subscription Term will be clarified in Exhibit A once the purchase order is received.
4) New FLEX Subscriptions:
a) Virtual credits purchased by the Client may be redeemed to create a license file allowing access and use of a variety of interchangeable products. Credits will be allotted to respective twelve calendar month periods (each a “Year”). Licenses begin consuming Credits on a monthly basis as prorated against the annual Credit consumption schedule listed for that product.
b) To the extent permitted by applicable law, at the end of each contract term, any Credits not consumed will be lost and cannot be carried over into a new contract term.
c) If at any time the credit consumption exceeds the contracted level during the subscription term, the customer will be required to purchase Top-Up Credits. These credits are used to reconcile the negative balance, with the associated costs being prorated and co-termed to the existing invoice schedule. d) “Right to use” and “right to access” licenses under the AVEVAFlex Credit program include Support without an additional fee. Clients will not have an option to obtain licenses without also obtaining support. In the event the Client wants higher levels of support, they may select either the Premium or the Elite support for a corresponding upcharge in their subscription over their chosen tiered price.
5) FLEX Modernization Offering or CustomerFIRST Migrations to FLEX Subscription:
a) Migrating an AVEVAPerpetual Customer FIRST Support Agreement to a FLEX Subscription effectively equates to paying for Customer FIRST with Flex Credits. Access to Technical Support and Maintenance Releases continue to be Quote #038871 v1 Monday, September 14, 2026 6/9
Attachment 1

available for the perpetual licenses that are migrated to Flex during the term of the Flex Agreement. b) This migration also comes with the benefit of being able to use legacy/perpetual licenses in a Flex environment, which means a license may be traded in to free up its associated credits for use with other products available in the AVEVAPortfolio. Please note that each perpetual License converted to a FLEX Software Subscription License will replace the corresponding perpetual license, and such perpetual license will be terminated. c) In the event a Flex Software Subscription is not renewed, any legacy perpetual license not traded in and converted to a Flex Subscription license will be reverted back to its perpetual state and the Client will not relinquish ownership of said license.
d) New Flex licenses acquired during the Subscription Term will be available for use for the duration of the subscription term and subsequent renewals.

The undersigned agrees to all subscription terms listed above for items purchased under Quote# 38871.

InSource Solutions requires a Purchase Order for the full committed term. If Client is unable to meet this requirement, please check the box below.
______ Client will be providing a separate Purchase Order for each Contract Year.PO must be received by Invoice Date listed above.

Please sign below and return to InSource Solutions:

City of Watsonville Utilities  InSource Software Solutions, Inc. (dba InSource Solutions)
By: By:

Name: Name:

Title: Title:

Date: Date:

Quote #038871 v1 Monday, September 14, 2026 7/9
Attachment 1

Additional Information About Order
*A list of supported licenses is available upon request from your Customer First Representative* Customer First Program
Customer First Center
InSource Training Center
Important Note Regarding Expiration:

Customer First Maintenance Agreements do not include a grace period beyond the expiration date. If an agreement is allowed to lapse, the client has 60 days from the expiration date to renew, subject to a mandatory 10% penalty fee. Beyond 60 days, renewal requires version upgrades, and the agreement will lose its license volume-based discount.

How to Order:
• Taxes, shipping, handling, and other fees may apply.
• Purchase orders must reference the quote number shown above and specify the preferred delivery method (email, physical, or both). • If you are not tax exempt, please include applicable state and county taxes on your purchase order. • Please submit the following to [email protected]

1. Purchase order:

2. Tax exemption certificate (if applicable)

3. Credit application (if applicable)
This email address is monitored by multiple team members to ensure the fastest response. Orders sent to individual contacts may be delayed if that person is out of the office. InSource reserves the right to cancel orders resulting from pricing or other errors.

Phone: (877) 467-6872 FAX: (804) 378-8648
Remit-To Address: InSource Solutions - PO Box 72804, Richmond, VA 23235 After You Order:

After purchase order acceptance, order processing typically takes 3–5 business days. The first portion of the order will be delivered via email directly from Aveva, containing activation links and codes. The second portion will be delivered via email from InSource and will include a download link (if applicable) along with a ZIP file containing license files, license certificates, and the maintenance agreement. Invoicing occurs within 48 hours of delivery of the InSource email. Physical delivery of product is available upon request at the time of order. Freight, if required, is FOB shipping point—freight is prepaid and added to the invoice.

Customer FIRST – Technical Support:

With an active Customer FIRST maintenance agreement, technical support is available through Insource for your AVEVAproducts, including access to expert assistance and software updates. For additional details, please refer to the Customer FIRST Program brochure.

How to Request Technical Support:

Log in to the InSource Solutions customer portal to submit a support ticket or start a live chat with our technical support team:

Customer Portal: https://portal.insource.solutions/
Technical Support Phone: 1-888-691-3858
ISS Standard Terms and Conditions apply and can be viewed here Quote #038871 v1 Monday, September 14, 2026 8/9
Attachment 1

Delivery & Payment Terms
General Delivery Terms
Software/Maintenance: 5-7 Business Days for Electronic Delivery. *Requests for physical delivery of software (when available) must be made at time of order.

Subscriptions: Subscriptions start within 3 business days of purchase order receipt.

Subscriptions renew based on the initial term (1 year, 3 years, or other).

Hardware: 2-3 weeks for pre-built/off-the-shelf hardware 3-8 weeks for customer/build-to-order hardware
4-8 weeks after drawing approval for Strongarm build to order enclosures Services: Per Contract Agreement
Onsite Training: Date to be negotiated after receipt of order, but generally no sooner than 30 days from date of order receipt
FOB: Shipping Point – Freight is prepaid and added to invoice Standard Payment Terms
NOTE: You may receive separate invoices for individual Products, Maintenance, Training, and/or Services. Where applicable by law, a 2% surcharge will be assessed when paying by credit card. This surcharge is not greater than our cost of acceptance. To avoid the fee please remit payment via ACH (InSource preferred method), debit card, or check.

Products/Maintenance: Net 30 Days from date of invoice with approved credit/credit limit Training: Pre-pay or payment of invoice prior to class attendance Services: Net 30 Days from date of invoice with approved credit/credit limit Time & Expense Services are priced for use during standard business hours.

A minimum billing of 8 hours is required at receipt of order for contracts less than 40 hours.

A minimum of 25% is required for contracts of 40 hours or more.

Any unused hours automatically expire one year after issue of PO and are not subject to refund.

Hours used after the initial minimums are billed as consumed and invoiced monthly.

Fixed Cost Services (including Ready to Go Services) invoiced 50% at time of order and 50% upon project completion
Travel and Living Expenses billed separately and at cost Remit to Address InSource Solutions
PO Box 72804
Richmond, VA 23235
Quote #038871 v1 Monday, September 14, 2026 9/9
Attachment 1

Reso No. (CM)
Meeting Date: 101326 SWZ ______ TV ______ PWU ______
1 RESOLUTION NO. __________ (CM)

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

WATSONVILLE APPROVING SOFTWARE AS A SERVICE (SAAS)
RENEWAL WITH INSOURCE SOFTWARE SOLUTIONS, INC., DBA

INSOURCE SOLUTIONS, A CORPORATION, FOR THE AVEVA FLEX

SOFTWARE SUBSCRIPTION AND CUSTOMER FIRST SUPPORT, IN AN AMOUNT NOT TO EXCEED $207,765.00; AND AUTHORIZING CITY

MANAGER TO EXECUTE AGREEMENT INCLUDING ANY

ADJUSTMENTS TO COST OR TERMS THAT MAY BE REQUIRED TO

EXECUTE THE AGREEMENT (FUNDED FROM THE WASTEWATER
ENTERPRISE FUND [0710] AND WATER ENTERPRISE FUND [0720]) WHEREAS, the AVEVA Flex Software Program supplies the City with flexible access to SCADA used at critical facilities. This includes operational continuity, regulatory compliance, data collection and operational reporting, system monitoring and automation functions. This renewal ensures uninterrupted use of the software and avoids potential penalties; and
WHEREAS, the proposed three-year renewal provides annual pricing of $66,025 in Year 1, $69,135 in Year 2, and $72,605 in Year 3, totaling $207,765, with each annual cost allocated equally among Collection Systems, Wastewater, Water, and Recycle Water.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATSONVILLE, CALIFORNIA, AS FOLLOWS:

1. This action is exempt from the requirements of the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15378(b)(5), in that adopting a Resolution approving the Software as a Service (SaaS) Renewal agreement for AVEVA Flex software subscription and Customer FIRST support does not meet CEQA's definition of a “project,” because the action does not have the potential for resulting in either a direct physical change in the

Reso No. (CM)
Meeting Date: 101326
2 environment or a reasonably foreseeable indirect physical change in the environment, and because the action constitutes organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment and if a “project,” is exempt under the “common sense” exception (14 Cal. Code Regs. § 15061(b)(3)) because it can be seen with certainty that there is no possibility that this action may have a significant effect on the environment.

2. That the Council hereby approves the Software as a Service (SaaS) Renewal Agreement between the City of Watsonville and InSource Software Solutions, Inc. dba Insource Solutions for the AVEVA Flex software subscription and Customer FIRST support renewal, in an amount not to exceed $$207,765, payable annually in the amounts of $66,025, $69,135, and $72,605, respectively.

3. That the City Manager is hereby authorized and directed to execute said Agreement for and on behalf of the City of Watsonville in the form attached hereto and incorporated herein by this reference, with minor revisions that may be approved by the City Manager and the City Attorney.
********************************

Multi-Year License Subscription Billing Schedule - InSource InSource Multi-Year License Subscription Billing Schedule InSource Multi-Year License Subscription Contract
This Multi-Year License Subscription Contract (“Contract”) provides the following fixed, annual pricing schedule for the use of AVEVAsoftware (“Software”).

This is an addendum to Quote# 38871 (“Quotation”) and InSource Software Solutions, Inc.’s (“ISS”) Terms and Conditions appended hereto. This Contract is applicable to the following location: City of Watsonville Utilities, Site ID: 20444, 500 Clearwater Lane Watsonville, California 95076 (“Client”). All capitalized terms and phrases used herein but not otherwise defined shall have the same meanings given to them in the Order. All provisions of the ISS Terms and Conditions not otherwise addressed herein shall remain unchanged and in full force and effect.

This Contract grants to Client a noncancelable three-year subscription to use the AVEVAsoftware (“Subscription”) noted herein.

Subscription Contract Payment Terms:

Contract Year Invoice Date Payment Due
(due not later than Subscription
Term start date)
Annual Subscription
Payment Schedule
Year 1 Within 3-5 Days of receipt of PO 30 Days from date of ISS Invoice $66,025.00 Year 2 August 2, 2027 September 1, 2027 $69,135.00
Year 3 August 2, 2028 September 1, 2028 $72,605.00
1) The Subscription renewal invoice will be sent to Client thirty (30) days prior to the commencement of the subsequent Subscription term. The invoice payment is due not later than the start of the new Subscription term. If payment is not received prior to the beginning of the new Contract Year start date, then the subscription will be suspended pending payment.
2) If additional Subscription licenses are purchased during the term of this Contract, there will be an additional cost to add those licenses to the existing Subscription at the time of Software purchase. Different pricing or subscriptions terms may apply.
3) This Contract and the Subscription(s) will take effect upon 1) the date of later signature below and 2) the appending of an original purchase order for all the items quoted on Quote# 38871. The dates of the Subscription Term will be clarified in Exhibit A once the purchase order is received.
4) New FLEX Subscriptions:
a) Virtual credits purchased by the Client may be redeemed to create a license file allowing access and use of a variety of interchangeable products. Credits will be allotted to respective twelve calendar month periods (each a “Year”). Licenses begin consuming Credits on a monthly basis as prorated against the annual Credit consumption schedule listed for that product.
b) To the extent permitted by applicable law, at the end of each contract term, any Credits not consumed will be lost and cannot be carried over into a new contract term.
c) If at any time the credit consumption exceeds the contracted level during the subscription term, the customer will be required to purchase Top-Up Credits. These credits are used to reconcile the negative balance, with the associated costs being prorated and co-termed to the existing invoice schedule. d) “Right to use” and “right to access” licenses under the AVEVAFlex Credit program include Support without an additional fee. Clients will not have an option to obtain licenses without also obtaining support. In the event the Client wants higher levels of support, they may select either the Premium or the Elite support for a corresponding upcharge in their subscription over their chosen tiered price.
5) FLEX Modernization Offering or CustomerFIRST Migrations to FLEX Subscription:
a) Migrating an AVEVAPerpetual Customer FIRST Support Agreement to a FLEX Subscription effectively equates to paying for Customer FIRST with Flex Credits. Access to Technical Support and Maintenance Releases continue to be Quote #038871 v1 Monday, September 14, 2026 6/9

available for the perpetual licenses that are migrated to Flex during the term of the Flex Agreement. b) This migration also comes with the benefit of being able to use legacy/perpetual licenses in a Flex environment, which means a license may be traded in to free up its associated credits for use with other products available in the AVEVAPortfolio. Please note that each perpetual License converted to a FLEX Software Subscription License will replace the corresponding perpetual license, and such perpetual license will be terminated. c) In the event a Flex Software Subscription is not renewed, any legacy perpetual license not traded in and converted to a Flex Subscription license will be reverted back to its perpetual state and the Client will not relinquish ownership of said license.
d) New Flex licenses acquired during the Subscription Term will be available for use for the duration of the subscription term and subsequent renewals.

The undersigned agrees to all subscription terms listed above for items purchased under Quote# 38871.

InSource Solutions requires a Purchase Order for the full committed term. If Client is unable to meet this requirement, please check the box below.
______ Client will be providing a separate Purchase Order for each Contract Year.PO must be received by Invoice Date listed above.

Please sign below and return to InSource Solutions:

City of Watsonville Utilities  InSource Software Solutions, Inc. (dba InSource Solutions)
By: By:

Name: Name:

Title: Title:

Date: Date:

Quote #038871 v1 Monday, September 14, 2026 7/9

Additional Information About Order
*A list of supported licenses is available upon request from your Customer First Representative* Customer First Program
Customer First Center
InSource Training Center
Important Note Regarding Expiration:

Customer First Maintenance Agreements do not include a grace period beyond the expiration date. If an agreement is allowed to lapse, the client has 60 days from the expiration date to renew, subject to a mandatory 10% penalty fee. Beyond 60 days, renewal requires version upgrades, and the agreement will lose its license volume-based discount.

How to Order:
• Taxes, shipping, handling, and other fees may apply.
• Purchase orders must reference the quote number shown above and specify the preferred delivery method (email, physical, or both). • If you are not tax exempt, please include applicable state and county taxes on your purchase order. • Please submit the following to [email protected]

1. Purchase order:

2. Tax exemption certificate (if applicable)

3. Credit application (if applicable)
This email address is monitored by multiple team members to ensure the fastest response. Orders sent to individual contacts may be delayed if that person is out of the office. InSource reserves the right to cancel orders resulting from pricing or other errors.

Phone: (877) 467-6872 FAX: (804) 378-8648
Remit-To Address: InSource Solutions - PO Box 72804, Richmond, VA 23235 After You Order:

After purchase order acceptance, order processing typically takes 3–5 business days. The first portion of the order will be delivered via email directly from Aveva, containing activation links and codes. The second portion will be delivered via email from InSource and will include a download link (if applicable) along with a ZIP file containing license files, license certificates, and the maintenance agreement. Invoicing occurs within 48 hours of delivery of the InSource email. Physical delivery of product is available upon request at the time of order. Freight, if required, is FOB shipping point—freight is prepaid and added to the invoice.

Customer FIRST – Technical Support:

With an active Customer FIRST maintenance agreement, technical support is available through Insource for your AVEVAproducts, including access to expert assistance and software updates. For additional details, please refer to the Customer FIRST Program brochure.

How to Request Technical Support:

Log in to the InSource Solutions customer portal to submit a support ticket or start a live chat with our technical support team:

Customer Portal: https://portal.insource.solutions/
Technical Support Phone: 1-888-691-3858
ISS Standard Terms and Conditions apply and can be viewed here Quote #038871 v1 Monday, September 14, 2026 8/9

Delivery & Payment Terms
General Delivery Terms
Software/Maintenance: 5-7 Business Days for Electronic Delivery. *Requests for physical delivery of software (when available) must be made at time of order.

Subscriptions: Subscriptions start within 3 business days of purchase order receipt.

Subscriptions renew based on the initial term (1 year, 3 years, or other).

Hardware: 2-3 weeks for pre-built/off-the-shelf hardware 3-8 weeks for customer/build-to-order hardware
4-8 weeks after drawing approval for Strongarm build to order enclosures Services: Per Contract Agreement
Onsite Training: Date to be negotiated after receipt of order, but generally no sooner than 30 days from date of order receipt
FOB: Shipping Point – Freight is prepaid and added to invoice Standard Payment Terms
NOTE: You may receive separate invoices for individual Products, Maintenance, Training, and/or Services. Where applicable by law, a 2% surcharge will be assessed when paying by credit card. This surcharge is not greater than our cost of acceptance. To avoid the fee please remit payment via ACH (InSource preferred method), debit card, or check.

Products/Maintenance: Net 30 Days from date of invoice with approved credit/credit limit Training: Pre-pay or payment of invoice prior to class attendance Services: Net 30 Days from date of invoice with approved credit/credit limit Time & Expense Services are priced for use during standard business hours.

A minimum billing of 8 hours is required at receipt of order for contracts less than 40 hours.

A minimum of 25% is required for contracts of 40 hours or more.

Any unused hours automatically expire one year after issue of PO and are not subject to refund.

Hours used after the initial minimums are billed as consumed and invoiced monthly.

Fixed Cost Services (including Ready to Go Services) invoiced 50% at time of order and 50% upon project completion
Travel and Living Expenses billed separately and at cost Remit to Address InSource Solutions
PO Box 72804
Richmond, VA 23235
Quote #038871 v1 Monday, September 14, 2026 9/9

1 CITY COUNCIL AGENDA REPORT
MEETING DATE: Tuesday, October 13, 2026
TO: CITY COUNCIL
WRITTEN BY: ADMINISTRATIVE ANALYST MEYER
RECOMMENDED BY: FIRE CHIEF SCHAEFER
APPROVED BY: TAMARA VIDES, CITY MANAGER
SUBJECT: FIRE PROTECTION SERVICES CONTRACT WITH PAJARO VALLEY FIRE PROTECTION DISTRICT EFFECTIVE 9/22/2026 THROUGH 6/30/2027 RECOMMENDATION:

It is recommended that the City Council adopt a resolution approving a Contract between the City of Watsonville and the Pajaro Valley Fire Protection District (PV Fire) for fire protection services.

BACKGROUND:

The City of Watsonville Fire Department (WFD) has provided 911 fire protection and emergency medical services to a designated area within the Pajaro Valley Fire Protection District (PV Fire) since 1996. Under this longstanding arrangement, WFD has provided services within the designated contract area at a level comparable to that provided to residents of the City of Watsonville.

Historically, WFD has responded to a variety of high-priority emergency incidents within the contract area, including Code 3 calls for service such as emergency medical services (EMS) calls, structure fires, vehicle accidents, and wildland fires.

The City and PV Fire entered into the prior Fire Protection Services Contract in 2019 . Under that contract, WFD responded to all Code 3 calls for service within the designated contract area. Rather than charging PV Fire on a per-call basis, the annual contract amount was calculated using a five-year average of calls for service. This methodology provided PV Fire with a predictable annual cost for budgeting purposes.

For Fiscal Year 2025–2026, PV Fire paid the City $72,118.24 in quarterly installments for services provided under the prior contract. In 2025, WFD responded to approximately 425 calls for service within the contract area. Based on these figures, the average cost to PV Fire was approximately $168.68 per call.

2 PV Fire asked to reopen contract negotiations and proposed changes to the scope of services provided by WFD. City staff met with PV Fire Board members and representatives to discuss the proposed changes, including which calls for service would continue to receive a WFD response within the contract area.

Following these discussions, the parties agreed to enter into a new Emergency Medical Services Contract that revises the scope of services provided by WFD. Under the new Contract, WFD will respond to Priority D and E EMS calls dispatched by the Santa Cruz County Regional 9-1-1 Center within the designated contract area, subject to the terms and conditions of the Contract. This represents a change from the prior arrangement, under which WFD responded to all Code 3 calls for service within the contract area. Based on the revised scope of services, the estimated number of calls for service is approximately 80 to 100 annually.

The new Contract also changes the method of compensation. Instead of the prior annual payment arrangement, PV Fire will pay the City $800 for each qualifying call for service under the Contract. WFD will provide PV Fire with monthly reports documenting calls for service, and payments will be made quarterly based on the number of qualifying incidents during each billing period.

The new Emergency Medical Services Contract will replace the prior Fire Protection Services Contract. The new Contract has been approved by the PV Fire Board and will be effective September 22, 2026, upon approval by the City Council, and will remain in effect through June 30, 2027. It establishes a revised scope of services and a per-call compensation structure for the duration of the new Contract.

DISCUSSION:

PV Fire asked to reopen contract negotiations and proposed modifications to the scope of services provided by the Watsonville Fire Department (WFD). City staff met with PV Fire Board members and representatives to discuss the proposed changes, including which calls for service would continue to receive a WFD response within the designated contract area.

The parties agreed to enter into a new Emergency Medical Services Contract to replace the prior Fire Protection Services Contract. Under the prior arrangement, WFD responded to all Code 3 calls for service within the designated contract area. Under the new Contract, WFD will respond to Priority D and E emergency medical services (EMS) calls dispatched by the Santa Cruz County Regional 9-1-1 Center, subject to the terms and conditions of the Contract. This revised scope of services is expected to reduce the number of calls to approximately 80 to 100 annually.

The new Contract also changes the method of compensation. Under the prior arrangement, PV Fire paid the City an annual amount calculated using a five-year average of calls for service. Under the new Contract, PV Fire will pay the City $800 for each qualifying call for service. WFD will provide PV Fire with monthly reports documenting calls for service, and PV Fire will be invoiced quarterly based on the number of qualifying incidents during each billing period.

The new Contract was approved by the PV Fire Board and will become effective September 22, 2026, upon approval by the City Council. The Contract will remain in effect through June 30, 2027. The revised

3 scope of services and per-call compensation structure address PV Fire’s request to modify the services provided by WFD and align compensation with the number of qualifying calls for service during the Contract term.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION:

Entering into a new contract with PV Fire for fire protection services does not have the potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, so is not subject to the provisions of CEQA.

STRATEGIC PLAN:

This proposed contract relates to the Strategic Plan priorities:

Public Safety
FINANCIAL IMPACT:

For Fiscal Year 2025–2026, PV Fire paid the City $72,118.24 under the prior contract. Under the new Contract, the City will receive $800 for each qualifying Priority D or E emergency medical services (EMS) call to which WFD responds within the designated contract area. Because compensation will be based on the actual number of qualifying calls, total revenue under the Contract will vary based on call volume.

Based on an estimated 80–100 qualifying calls annually, the City is projected to receive approximately $64,000 to $80,000 per year on an annualized basis. Actual revenue during the Contract term will depend on the number of qualifying calls received between September 22, 2026, and June 30, 2027.

ALTERNATIVE ACTION:

City Council may decide not to approve the contract. PV Fire will not be able to continue the contract, and the contract will be terminated. This will result in a delayed response to the contract area for high-acuity EMS calls for which the District would prefer the City to continue providing response services.

ATTACHMENTS AND/OR REFERENCES (IF ANY):

Reso No. (CM)
Meeting Date: 101326 SWZ ______ TV ______ Fire ______
1 RESOLUTION NO.__________ (CM)

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

WATSONVILLE APPROVING AN EMERGENCY MEDICAL SERVICES

CONTRACT WITH THE PAJARO VALLEY FIRE PROTECTION
DISTRICT FOR SERVICES THROUGH JUNE 30, 2027, AND

AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE
SAME
WHEREAS, the City of Watsonville Fire Department (WFD) has provided fire protection and emergency medical services to a designated area within the Pajaro Valley Fire Protection District (PV Fire) since 1996; and WHEREAS, the prior Fire Protection Services Contract between the City of Watsonville (City) and PV Fire (“Prior Contract”) was entered into in 2019, and provided for WFD to respond to Code 3 calls for service within the designated contract area; and WHEREAS, PV Fire requested modifications to the scope of services provided by WFD pursuant to the Prior Contract, and the parties have negotiated a new Emergency Medical Services Contract (“Contract”) that replaces the prior service arrangement and establishes revised service and compensation terms; and WHEREAS, the Contract establishes compensation of $800 for each qualifying call for service and provides that no charge will be assessed for calls canceled while City personnel remain in quarters or are en route, as specified in the Contract; and WHEREAS, the Contract will be effective September 22, 2026, through June 30, 2027, upon approval by the City Council, having already been approved by the PV Fire Board; and
WHEREAS, entering into a new contract with PV Fire for fire protection services does not have the potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment, so is not subject to the provisions of CEQA.

Reso No. (CM)
Meeting Date: 101326
2 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATSONVILLE, CALIFORNIA, AS FOLLOWS:

1. That the Emergency Medical Services Contract between the City of Watsonville and the Pajaro Valley Fire Protection District, a copy of which, including Exhibit A, is attached hereto and incorporated herein by this reference, is hereby approved.

2. The City Manager is hereby authorized and directed to execute said Contract for and on behalf of the City of Watsonville, with minor revisions that may be approved by the City Manager and the City Attorney.
***********************************

Emergency Medical Services Contract
(Final)
This Emergency Medical Services Contract (“CONTRACT”) is entered into between the City of Watsonville (“CITY”), a charter city, and the Pajaro Valley Fire Protection District (“DISTRICT”), a fire protection district established and operating pursuant to the Fire Protection District Law of 1987. Together, CITY and DISTRICT are referred to herein as the PARTIES.

WHEREAS, CITY and the DISTRICT desire to enter into a contract whereby the CITY will provide Emergency Medical (EMS) services as described in Section 1 to the DISTRICT; and WHEREAS, CITY and DISTRICT both own equipment and either contract for or employ personnel for the purposes of providing EMS sufficient to carry out and accomplish the objectives and purposes of this CONTRACT; and
WHEREAS, the purpose of this CONTRACT is to provide a level of fire protection that is consistent with the goals of the DISTRICT and CITY, and is in the best interests of the public, economy and general welfare.

WHEREAS, DISTRICT has initiated the dissolution process.

NOW, THEREFORE, CITY and DISTRICT agree to the following:

1. CONTRACT SERVICES
The CITY, through the Watsonville Fire Department (“FIRE DEPARTMENT” or “WFD”), will furnish to the DISTRICT within the area shown on exhibit (A) the following services.

A. Respond to Priority D, E, EMS calls as dispatched from the Santa Cruz County Regional 9-1-1 Center
B. Incident Reporting – Responding CITY engine companies will complete required patient care reports. The CITY will forward incident details to DISTRICT for DISTRICT’S preparation of appropriate incident reports.

2. RETAINED SERVICE OBLIGATIONS
Except as specifically provided in Section 1 above, all other Emergency Medical services provided will be the sole responsibility of DISTRICT or others as may from time to time be designated by DISTRICT.

3. APPARATUS STAFFING LEVELS
CITY will provide apparatus staffing levels in accordance with CITY staffing policies as of the EFFECTIVE DATE.

4. RESPONSE PROCEDURES







 





   

Response schedule shall be in accordance with the regional standards for EMS Services.

Said response schedule may be modified from time to time by the PARTIES.

CITY Fire department will respond if one of the City’s two Engines are available from Station

2. CITY will not charge DISTRICT for any call that is canceled while CITY staff is still in quarters or en route to the call location.

5. MANAGEMENT AND ADMINISTRATION
The CITY Fire Chief, or his/her designate, shall have authority and responsibility to prescribe the manner and method of providing the CONTRACT SERVICES, including, but not limited to, the use of available apparatus and personnel resources, whether to invoke additional resources pursuant to the California Master Mutual Aid Agreement to supplement the CITY and DISTRICT forces. CITY shall retain exclusive and full administrative control of the firefighting resources of the CITY.

6. REPORTING
CITY will provide a monthly written report to the DISTRICT’s Board of Directors. The CITY Fire Chief or his or her designated representative will report, date, dispatched time, on scene arrival time, unit available time, incident number, call code type used by SCR911, incident type description location (no address numbers), call dispositions and CITY unit that responded. CITY Fire Chief and/ or City Manager shall meet with the DISTRICT Board of Directors and/or District Fire Chief, at the request of the District Board of Directors and at mutually agreed upon times, to discuss policy and other matters pertaining to the administration of this CONTRACT.

7. RECORD KEEPING
CITY shall keep and maintain accurate records pertaining to services provided under this CONTRACT. Said records will be made available to DISTRICT or any authorized representatives thereof, upon reasonable request, and CITY shall retain such records per City records retention policy.

8. EFFECTIVE DATE
This contract becomes effective on September 22, 2026, after ratified and approved by both the City Council of the CITY and the Board of Directors of the DISTRICT.

9. TERM
The term of this CONTRACT is from September 22, 2026, through June 30,2027. At which time the contract will terminate.

10. SUCCESSORS IN INTEREST
This CONTRACT is binding on the PARTIES and is not assignable.

11. TERMINATION







 





   

Either PARTY shall have the right to terminate this CONTRACT with or without cause by giving written notice to the other PARTY. Said notice shall be mailed, hand delivered or sent via electronic mail at least sixty (60) days before the effective date of termination. DISTRICT shall send any notice of termination to the City Manager and Fire Chief; CITY shall send any notice of termination to the DISTRICT Board of Directors.

12. PAYMENTS FOR FIRE PROTECTION SERVICES
Payments are due quarterly initiated at the EFFECTIVE DATE. Thereafter, the total cost as described in #13 below will be paid in quarterly increments, commencing 3 months after the EFFECTIVE date and final payment 30 days after termination of contract.

13. PAYMENT
The DISTRICT will be charged per call. The DISTRICT will be charged $800 per call for the term of this contract.

14. INSURANCE
CITY is self-insured for liability to $500,000 with coverage from $500,000 to $1,000,000 through the CIRA. In the event the CITY intends to change the nature or amounts of said coverage, CITY shall give thirty (30) days' written notice of said change to DISTRICT. The CITY will send a copy of its Memorandum of Coverage to the DISTRICT each year.

15. LIABILITY TO THIRD PARTIES AND INDEMNITY
Nothing herein shall be construed or be deemed to create any liability of the CITY or DISTRICT, their officers or employees to any person for any damage that may accrue to persons or property as a result of any act or by reason or any act or omission in the discharge of this CONTRACT by the CITY, the DISTRICT, their officers and employees. Neither DISTRICT or CITY or any officer or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done, the CITY or DISTRICT relating to or in connection with any work, activity, authority or jurisdiction delegated to CITY under this CONTRACT. The DISTRICT, its officers, agents and employees shall not be deemed to assume any liability for the acts or conduct of the CITY. The CITY, its officers, agents and employees shall not be deemed to assume any liability for the acts or conduct of the DISTRICT. CITY and DISTRICT are independent contractors as provide below. It is understood and agreed that neither the CITY nor its employees in the performance of service herein agreed to is an agent of the DISTRICT but instead is an independent contractor.

It is understood that this CONTRACT is an agreement by and between independent contractors and is not intended to, and shall not be construed to, create the relationship of agent, servant, employer, partnership, joint venture or association, or any other relationship whatsoever other than that of independent contractor.







 





   

16. CHANGES TO CONTRACT
Any modification of this CONTRACT shall be in writing and only after agreement by the PARTIES. For purposes of this provision only, the City Manager or Fire Chief and DISTRICT BOARD or DISTRICT Fire Chief are authorized to agree to modifications regarding operational or scheduling issues that do not alter the term, payment, insurance, or indemnification provisions of this CONTRACT. Any modification to those provisions shall require formal written amendment approved by the CITY Council and the DISTRICT’s board of Directors.

17. DISPUTE RESOLUTION
The PARTIES agree to attempt in good faith to resolve through negotiation any dispute or controversy arising out of or relating to this CONTRACT. Either PARTY may initiate negotiations by 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.

Any and all claims for interpretation or enforcement of this CONTRACT shall be resolved through binding arbitration conducted under the Commercial Arbitrations Rules of the American Arbitration Association, and any decision resulting from such arbitration shall be enforceable in the Superior Court of the County of Santa Cruz.

18. CHOICE OF LAW
This CONTRACT shall be interpreted and construed under the laws of the State of California.

19. WAIVER BY ACCEPTING VARIED PERFORMANCE
No waiver of any provision or consent to any action shall constitute a waiver of any other provision or consent to any other action, whether or not similar. No waiver of consent shall constitute a continuing waiver of consent or commit the CITY or DISTRICT to provide a waiver in the future except to the extent specifically set forth in writing. Any waiver given by either CITY or DISTRICT shall be null and void if the PARTY requesting such waiver has not provided a full and complete disclosure of all material facts relevant to the waiver requested of the other.

20. THIRD PARTY BENEFICIARIES/PARTIES IN INTEREST
This CONTRACT has been made and is solely for the benefit of the CITY and DISTRICT.

Nothing in this CONTRACT is intended to confer any rights or remedies under or by reason of this CONTRACT on any person other than the CITY and DISTRICT. 






 





   








 





   








 





   

1 CITY COUNCIL AGENDA REPORT
MEETING DATE: Tuesday, October 13, 2026
TO: CITY COUNCIL
WRITTEN BY: PROJECT MANAGER PERALTA
RECOMMENDED BY: DEPUTY CITY MANAGER CALUBAQUIB
APPROVED BY: TAMARA VIDES, CITY MANAGER
SUBJECT: ACCEPT $275,000 IN MEASURE Q GRANT FUNDING FROM THE SANTA

CRUZ COUNTY OFFICE OF RESPONSE, RECOVERY, AND RESILIENCE

MEASURE Q GRANT PROGRAM FOR THE WATSONVILLE CITY PLAZA

REVITALIZATION PROJECT
RECOMMENDATION:

Adopt a resolution accepting $275,000 in grant funding from the Santa Cruz County Office of Response, Recovery, and Resilience Measure Q Grant Program for the Watsonville City Plaza Revitalization Project; appropriating such funds to the Special Grants Fund [0260]; and authorizing the City Manager to negotiate and execute all agreements, including any amendments necessary to implement the grant.

BACKGROUND:

The Santa Cruz County Safe Drinking Water, Clean Beaches, Wildfire Risk Reduction, and Wildlife Protection Act (“Measure Q Act”) was approved by Santa Cruz County voters in November 2024. The Measure Q Act generates approximately $7 million annually through an $87 special parcel tax to support investments in clean water, wildfire resilience, habitat protection, and equitable access to parks and open space throughout Santa Cruz County.

Under the Measure Q Act, 40% of annual tax revenues are allocated to a competitive grant program designed to fund community projects that advance these priorities. For the Fiscal Year (FY) 2025-26 inaugural grant cycle, the Measure Q Grant Program had a total funding allocation of $2.74 million.

The Parks & Community Services Department submitted an application for the Watsonville City Plaza Revitalization Project requesting $600,000 in Tier 2 – Community Impact Measure Q Grant Program.

Applications were evaluated by the Citizen Oversight Advisory Board (COAB) based on criteria such as

2 geographic balance, scale of community impact, and institutional diversity. The evaluation process was designed to ensure that grant awards aligned with the goals and priorities established in the Measure Q Vision Plan.

DISCUSSION:

The City of Watsonville was awarded $275,000 for the City Plaza Revitalization Project by the Santa Cruz County Board of Supervisors on June 9, 2026. Funding will be used to restore and modernize the historic downtown plaza which includes adding a permanent stage, new site furnishings, improving landscape, and improving the park’s overall infrastructure.

Primary themes for ranking Tier 2 projects were based on geographic balance and scale of impact. Scoring criteria singularly addressed parks as a thematic priority, and approximately 40% of the Tier 2 portfolio served the greater Pajaro Valley area.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION:

On December 13, 2019, an Administrative Use Permit and Design Review Permit with Environmental Review (PP2022-448) was approved for the Watsonville City Plaza Revitalization Project by the City of Watsonville’s Zoning Administrator with no substantial evidence that the project will have a significant effect on the environment in accordance with Public Resources Code section 21080(c).

In November 2019, a Notice of Determination with a Mitigated Negative Declaration and a Mitigation Monitoring and Reporting Plan (MMRP) was filed with the Santa Cruz CEQA Clerk and Office of Planning and Research by the Zoning Administrator pursuant to CEQA provisions.

The City Council finds and determines that (i) the CEQA documentation prepared for the Watsonville City Plaza Revitalization Project serves as the appropriate environmental documentation and satisfies all requirements of CEQA; and (ii) no supplemental environmental documentation is required by CEQA at this time pursuant to CEQA Guidelines section 15162, because no substantial changes are proposed to the Project with acceptance of this grant. Accepting this grant does not authorize any actions that will create any environmental impact that have not already been analyzed.

STRATEGIC PLAN:

This item supports the City’s Strategic Plan by advancing infrastructure improvements.

FINANCIAL IMPACT:

The City will receive $275,000 in grant funding from the Santa Cruz County Office of Response, Recovery, and Resilience, which will be appropriated to the Special Grants Fund [0260] and used toward the Watsonville City Plaza Revitalization Project. This grant will supplement funding already appropriated for

3 Phase 2 of the City Plaza Revitalization project through other sources, including a Prop 68 grant, Measure R bond and Measure Q direction allocations.

ALTERNATIVE ACTION:

The City Council may choose not to accept grant funding and can potentially delay or reduce the City’s ability to implement the full scope of work for the project.

ATTACHMENTS AND/OR REFERENCES (IF ANY):

None.

Reso No. (CM)
Meeting Date: 101326 SWZ ______ RM ______ PCS ______
1 RESOLUTION NO.__________ (CM)

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WATSONVILLE ACCEPTING $275,000 IN GRANT FUNDS FROM THE

SANTA CRUZ COUNTY OFFICE OF RESPONSE, RECOVERY, AND

RESILIENCE MEASURE Q GRANT PROGRAM FOR THE
WATSONVILLE CITY PLAZA REVITALIZATION PROJECT;

APPRORPIATING SUCH FUNDS TO THE SPECIAL GRANTS FUND
[0260]; AND AUTHORIZING CITY MANAGER TO NEGOTIATE AND

EXECUTE ALL AGREEMENTS, INCLUDING ANY AMENDMENTS

NECESSARY TO IMPLEMENT GRANT
WHEREAS, on November 2024, the voters of Santa Cruz County approved the Safe Drinking Water, Clean Beaches, Wildfire Risk Reduction and Wildlife Protection Act (“Measure Q Act”) which authorized the County to collect and expend funds to improve water quality, strengthen wildfire resilience, protect natural habitat, and expand equitable access to parks and open space; and
WHEREAS, the County of Santa Cruz administers a Measure Q Act competitive grant program, allocating approximately forty percent (40%) of annual measure revenues to eligible public agencies, 501(c)(3) nonprofit organizations, and tribal entities; and WHEREAS, the City of Watsonville submitted an application for funding in the FY 2025–26 grant cycle for the Watsonville City Plaza Revitalization Project; and WHEREAS, on June 9, 2026, the Santa Cruz County Board of Supervisors approved final grant awards, awarding the Watsonville City Plaza Revitalization Project $275,000 in funding to restore and modernize the historic downtown plaza.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WATSONVILLE, CALIFORNIA, AS FOLLOWS:

1. On December 13, 2019, an Administrative Use Permit and Design Review Permit with Environmental Review (PP2022-448) was approved for the Watsonville City Plaza Revitalization Project by the City of Watsonville’s Zoning Administrator with no

Reso No. (CM)
Meeting Date: 101326
2 substantial evidence that the project will have a significant effect on the environment in accordance with Public Resources Code section 21080(c).

2. That on November 2019, a Notice of Determination with a Mitigated Negative Declaration and a Mitigation Monitoring and Reporting Plan (MMRP) was filed with the Santa Cruz CEQA Clerk and Office of Planning and Research by the Zoning Administrator pursuant to CEQA provisions.

3. That the City Council finds and determines that (i) the CEQA documentation prepared for the Watsonville City Plaza Revitalization Project serves as the appropriate environmental documentation and satisfies all requirements of CEQA; and (ii) no supplemental environmental documentation is required by CEQA at this time pursuant to CEQA Guidelines section 15162, because no substantial changes are proposed to the Project with acceptance of this grant. Accepting this grant does not authorize any actions that will create any environmental impact that has not already been analyzed.

4. That the City Council hereby accepts grant funds from the Santa Cruz County Office of Response, Recovery, and Resilience, in the amount of $275,000 for the Watsonville City Plaza Revitalization Project.

5. That the $275,000 in grant funds is hereby appropriated to the Special Grants Fund [0260].

6. That the City Manager is hereby authorized and directed to negotiate and execute on behalf of the City of Watsonville any agreements and amendments thereto and any necessary documents to implement this Resolution. ********************************