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2019-10-07 City Council Agenda Packet
City Council 1 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Monday, October 7, 2019 Special Meeting Council Chambers 5:00 PM Agenda posted according to PAMC Section 2.04.070. Supporting materials are available in the Council Chambers on the Thursday 11 days preceding the meeting. PUBLIC COMMENT Members of the public may speak to agendized items; up to three minutes per speaker, to be determined by the presiding officer. If you wish to address the Council on any issue that is on this agenda, please complete a speaker request card located on the table at the entrance to the Council Chambers, and deliver it to the City Clerk prior to discussion of the item. You are not required to give your name on the speaker card in order to speak to the Council, but it is very helpful. Public comment may be addressed to the full City Council via email at City.Council@cityofpaloalto.org. TIME ESTIMATES Time estimates are provided as part of the Council's effort to manage its time at Council meetings. Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public. To ensure participation in a particular item, we suggest arriving at the beginning of the meeting and remaining until the item is called. HEARINGS REQUIRED BY LAW Applicants and/or appellants may have up to ten minutes at the outset of the public discussion to make their remarks and up to three minutes for concluding remarks after other members of the public have spoken. Call to Order Study Session 5:00-6:00 PM 1.Study Session With Stanford Research Park Transportation Management Association (TMA) Agenda Changes, Additions and Deletions City Manager Comments 6:00-6:10 PM Oral Communications 6:10-6:25 PM Members of the public may speak to any item NOT on the agenda. Council reserves the right to limit the duration of Oral Communications period to 30 minutes. Minutes Approval 6:25-6:30 PM 2.Approval of Action Minutes for the September 16, 2019 Council Meeting REVISED 2 October 7, 2019 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Consent Calendar 6:30-6:35 PM Items will be voted on in one motion unless removed from the calendar by three Council Members. 3.Approval of Contract Number C19173550 With Accela, Inc., for Five Additional Years for Annual Software Maintenance and Support Services for Accela Citizen Access and Accela Automation Online Permitting Programs for a Total Not-to-Exceed Amount of $791,344 4.Approval of Contract Number C14151181 With SAP Public Services, Inc. for Licensing and Support for the Upgrade of the City’s SAP Enterprise Resource Planning (ERP) System for a One-time fee of $227,504 and an Annual Support Fee of $50,051; and Approval of Contract Number C20175911 With Labyrinth Solutions Inc. (LSI), for Upgrade, Migration, Online Hosting and Support Services, and As- needed Technical/Functional Support Services, for the Upgrade of the City’s SAP ERP System in an Amount Not-to-Exceed $2,585,000 5.Approval of Contract Number C19173686 With Open Cities for Five Years for the Next Generation City Website in the Amount of $267,200 6.Adoption of a Resolution Establishing the Southgate Residential Preferential Parking (RPP) Program as a Continuing Program With Modifications, Including Increasing the Number of Employee Parking Permits and Limiting the Number of Daily Parking Permits Available to Employees 7.Approval of an Exemption From Competitive Solicitation and Approval of Contract Number C20176858 With Sandis Civil Engineers for a Maximum Not-to-Exceed Amount of $121,000 for Design Services Related to the Churchill Avenue Enhanced Bikeway Project (PL-14000) 8.Approval of the Electric Overhead Construction Services Contract Number C20172366A With Hot Line Construction, Inc. for a Total Not- to-Exceed Amount of $4,500,000 Over Three Years 9.Approval of a Purchase Order With National Auto Fleet Group in an Amount Not-to-Exceed $576,745 for the Purchase of two 2019 Chevrolet G4500 Type III Ambulances, Utilizing a Cooperative Purchase Agreement, Funded Under Capital Improvement Program Project (VR-19000) 10.Approval of Amendment Number 1 to Contract Number C15152971 With Contract Sweeping Services, Inc. for Street Sweeping Services, in Order to Extend the Term by six Months (Through April 24, 2020) and Q&A Q&A Q&A Q&A Q&A 3 October 7, 2019 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Increase the Rate Schedule by the Applicable Consumer Price Index (CPI) During the Additional six Months 11.Adoption of a Resolution Approving an Updated Standard Form Master Renewable Energy Certificate (REC) Purchase and Sale Agreement, Approving Master REC Agreements With Three Counterparties, and Modifying the Approval Process for Future Individual REC Master Agreements, Thus Amending Section 2 and Recital J of Resolution Number 9652 12.Approval of a Five-year General Services Agreement With Universal Semiconductor Inc. d/b/a Universal Security Company in the Amount of $472,282 for Security Guard Services at the Municipal Services Center (MSC) 13.Approval of a Purchase Order With National Auto Fleet Group in an Amount Not-to-Exceed $379,429 for the Purchase of a 2020 Peterbilt 337 Cable Puller With Crane, Utilizing a Cooperative Purchase Agreement 14.Approval of Amendment Number 1 to Contract Number C18168707 With Metropolitan Planning Group to Increase Compensation by $250,000 for a Total Not-to-Exceed Amount of $750,000 for the Existing Three-year Contract Supporting Planning Review; and Finding This Project Exempt From Environmental Review in Accordance With Section 15061 of the California Environmental Quality Act (CEQA) Guidelines 15.Approval of Contract Number C20176719 With Alex Kushner General Inc. in the Amount of $614,909 for the Animal Shelter Renovation Capital Improvement Program Project (PE-19002) 16.Approval of Amendment Number 1 to Contract Number S18165157 With Smart Energy Systems, LLC., d/b/a SEW for Professional Services for the new Utilities Customer Portal, to add an Additional $215,500 and Extend the Contract Term for two Additional Years, for the Total Not-to-Exceed Amount of $346,123 Over the Five-year Term 17.Direction to Staff to Negotiate an Agreement With Palo Alto Unified School District to Continue Leasing Cubberley Community Center for an Additional Five Years With Additional Terms as Provided in a Draft Term Sheet Negotiated by the Parties MEMO Q&A Q&A Q&A Q&A 4 October 7, 2019 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Action Items Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials, Unfinished Business and Council Matters. 6:35-8:00 PM 18. Approval of the 2019 Workplan to Address the Council Priority “Transportation and Traffic” 8:00-8:15 PM 19. Approval of the Recommended City Positions for the 2019 League of California Cities Resolutions State/Federal Legislation Update/Action Council Member Questions, Comments and Announcements Members of the public may not speak to the item(s) Closed Session Public Comments: Members of the public may speak to the Closed Session item(s); three minutes per speaker. 20. PUBLIC EMPLOYEE PERFORMANCE EVALUATION Title: City Manager Authority: Government Code Section 54957 (b) Adjournment AMERICANS WITH DISABILITY ACT (ADA) Persons with disabilities who require auxiliary aids or services in using City facilities, services or programs or who would like information on the City’s compliance with the Americans with Disabilities Act (ADA) of 1990, may contact (650) 329-2550 (Voice) 24 hours in advance. 5 October 7, 2019 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Additional Information Standing Committee Meetings Sp. Policy and Services Committee Meeting Cancelled October 8, 2019 Schedule of Meetings Schedule of Meetings Tentative Agenda Tentative Agenda Informational Report Semiannual Update on the Status of Capital Improvement Program Projects Contracts Awarded by the City Manager and Procurement Officer per Palo Alto Municipal Code (PAMC) Section 2.30.710, for the Term January 2019 Through June 2019 Consolidated Annual Performance and Evaluation Report (CAPER) for the Community Development Block Grant (CDBG) Program for Fiscal Year 2018- 19 Palo Alto Fire Department Semi-annual Performance Report for the Second Half of Fiscal Year 2019 Fire Prevention Week Proclamation 2019 Public Letters to Council Set 1 CITY OF PALO ALTO OFFICE OF THE CITY CLERK October 7, 2019 The Honorable City Council Attention: Finance Committee Palo Alto, California Approval of Action Minutes for the September 16, 2019 Council Meeting Staff is requesting Council review and approve the attached Action Minutes. ATTACHMENTS: • Attachment A: 09-16-2019 DRAFT Action Minutes (PDF) Department Head: Beth Minor, City Clerk Page 2 CITY OF PALO ALTO CITY COUNCIL DRAFT ACTION MINUTES Page 1 of 6 Special Meeting September 16, 2019 The City Council of the City of Palo Alto met on this date in the Council Chambers at 5:05 P.M. Present: Cormack, DuBois, Filseth, Fine; Kniss arrived at 5:13 P.M., Kou; Tanaka participating remotely arrived at 5:13 P.M. Absent: Study Session 1. Study Session With the City's Federal Lobbyist Related to Federal Legislation. NO ACTION TAKEN Closed Session 2. CONFERENCE WITH CITY ATTORNEY-EXISTING LITIGATION Santa Clara County Superior Court Case No. 18CV328469 (One Case, as Defendant)–Jay Greer v. City of Palo Alto Authority: Government Code Section 54956.9(d)(1). MOTION: Council Member Cormack moved, seconded by Vice Mayor Fine to go into Closed Session. MOTION PASSED: 7-0 Council went into Closed Session at 5:59 P.M. Council returned from Closed Session at 6:25 P.M. Mayor Filseth announced no reportable action. Consent Calendar Council Member Kou registered no votes on Agenda Item Numbers 4 and 6. MOTION: Council Member Cormack moved, seconded by Mayor Filseth to approve Agenda Item Numbers 3-6. DRAFT ACTION MINUTES Page 2 of 6 City Council Meeting Draft Action Minutes: 09/16/2019 3. Approval of Contract Number C20174826 With Monterey Mechanical Co. in an Amount Not-to-Exceed $450,000 to Provide On-call Emergency and Critical Construction Services at the Regional Water Quality Control Plant, Wastewater Treatment Fund Capital Improvement Program Project WQ-19002. 4. Approval of a Funding Agreement With the Santa Clara Valley Transportation Authority (VTA) for 2016 Measure B Local Streets and Roads Program Funding. 5. Approval of Contract Number S19175846 With WRA, Inc. in an Amount Not-to-Exceed $93,237 to Conduct a Matadero Creek Study for the North Ventura Coordinated Area Plan (NVCAP). 6. Vote to Endorse the Slate of Candidates for the Peninsula Division’s Executive Committee for 2018-19 and Direct the City Clerk to Forward to Seth Miller, the Regional Public Affairs Manager for the Peninsula Division, League of California Cities the Completed Ballot for the City of Palo Alto. MOTION PASSED FOR AGENDA ITEM NUMBER 3, 5: 7-0 MOTION PASSED FOR AGENDA ITEM NUMBER 4: 6-1 Kou no MOTION PASSED FOR AGENDA ITEM NUMBER 6: 6-1 Kou no MOTION: Council Member Kniss moved, seconded by Council Member Cormack to move Agenda Item Number 10 forward to be heard at this time. MOTION PASSED: 7-0 10. Designation of Voting Delegate and Alternate for the League of California Cities Annual 2019 Conference, to be Held October 16-18, 2019 in Long Beach, CA. MOTION: Council Member Kniss moved, seconded by Vice Mayor Fine to appoint Lydia Kou as a Voting Delegate and Council Member Kniss as an alternate for the League of California Cities Annual 2019 Conference. MOTION PASSED: 7-0 Action Items 7. Staff and Utilities Advisory Commission Recommends That the City Council Adopt a Resolution 9858 Entitled, “Resolution of the Council of DRAFT ACTION MINUTES Page 3 of 6 City Council Meeting Draft Action Minutes: 09/16/2019 the City of Palo Alto Amending Rule and Regulation 20 to Allow Neighborhood Self-funding of Certain Subsurface Equipment.” MOTION: Vice Mayor Fine moved, seconded by Mayor Filseth to adopt a Resolution amending Utility Rule and Regulation 20 to allow Neighborhoods to Self-Fund Certain Subsurface Projects. INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to direct Staff to return to Council with an overview of the City’s underground utilities policy related to cables and transformers. INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to direct Staff to include in the Rules and Regulations efforts to camouflage cables and transformers. SUBSTITUTE MOTION: Council Member Kou moved, seconded by Council Member XX to postpone adoption of the Resolution and direct Staff to return to Council after communicating the new policy to residents. SUBSTITUTE MOTION FAILED DUE TO THE LACK OF A SECOND MOTION AS AMENDED: Vice Mayor Fine moved, seconded by Mayor Filseth to: A. Adopt a Resolution amending Utility Rule and Regulation 20 to allow Neighborhoods to Self-Fund Certain Subsurface Projects; B. Direct Staff to return to Council with an overview of the City’s underground utilities policy related to cables and transformers; and C. Direct Staff to include in the Rules and Regulations efforts to camouflage cables and transformers. MOTION AS AMENDED PASSED: 6-1 Kou no Council took a break at 8:51 P.M. and returned at 9:05 P.M. 8. Evaluation and Discussion of Potential Revenue Generating Ballot Measures and Confirmation of Finance Committee Recommended Parameters for Tax Structure and Further Analysis; and Approval of a Budget Amendment in the General Fund. MOTION: Mayor Filseth moved, seconded by Council Member Kniss to continue Agenda Item Number 9, “Caltrain Business Plan - Direction to Staff Regarding…” to September 23, 2019. DRAFT ACTION MINUTES Page 4 of 6 City Council Meeting Draft Action Minutes: 09/16/2019 MOTION PASSED: 7-0 MOTION: Council Member DuBois moved, seconded by Council Member Kou to: A. Direct Staff to continue work regarding a potential revenue generating ballot measure with the following parameters: a. Consider a general business tax measure focused on head count or square footage as the units of measure; b. Consider a parcel tax measure focused on square footage as the unit of measure; c. Potential revenue proceeds allocations to transportation and/or affordable housing shall be determined at a later date and informed by polling; d. Continue further refined analysis on potential exemptions and tiered tax rate structures with the following guidance: maintaining estimated revenue generation between 1 and 6 percent of General Fund revenues, focus on implications regarding retail, restaurants, hospitality, and medical industries, and keeping potential tax structures simple and modern minimizing exemptions; e. Continue to review any potential ballot measures as either a general tax (with nonbinding advisory language on intended use of funds) or a special tax measure; f. Consider a parcel tax or General Obligation (GO) Bond for unfunded infrastructure projects at a later date; g. Discuss next steps including continued stakeholder engagement and potential polling; h. Do additional analysis and research, benchmarking against San Francisco and East Palo Alto using an average tax revenue per working metric; and i. Develop a round of polling to test the type of taxation, levels of taxation, a phase in period and tiering based on type of business; a) Test payroll, headcount, and square footage taxes; and DRAFT ACTION MINUTES Page 5 of 6 City Council Meeting Draft Action Minutes: 09/16/2019 b) Remove range of 1 - 6 % and test a broader range up to 50% of SF average tax per employee B. Amend the Fiscal Year 2020 Budget Appropriation Ordinance for the General Fund by: a. Increasing the Administrative Services Department appropriation for contractual services in the amount of $75,000; and b. Decreasing the Budget Stabilization Reserve in the amount of $75,000. INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to amend Part A. h. to state “…including benchmarking against San Francisco and East Palo Alto’s average tax revenue per worker metric…” INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to amend Part A. g. to state “Discuss next steps including continued stakeholder engagement with multiple business types.” INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to remove Part A. i. b). INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to amend Part A. d. to state “…estimated revenue generation between 1 and 10 percent…” INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to amend Part A. h. to state “Direct Staff to get an information sheet on San Francisco and East Palo Alto’s various business taxes.” MOTION AS AMENDED RESTATED: Council Member DuBois moved, seconded by Council Member Kou to: A. Direct Staff to continue work regarding a potential revenue generating ballot measure with the following parameters: a. Consider a general business tax measure focused on head count or square footage as the units of measure; b. Consider a parcel tax measure focused on square footage as the unit of measure; DRAFT ACTION MINUTES Page 6 of 6 City Council Meeting Draft Action Minutes: 09/16/2019 c. Potential revenue proceeds allocations to transportation and/or affordable housing shall be determined at a later date and informed by polling; d. Continue further refined analysis on potential exemptions and tiered tax rate structures with the following guidance: maintaining estimated revenue generation between 1 and 10 percent of General Fund revenues, focus on implications regarding retail, restaurants, hospitality, and medical industries, and keeping potential tax structures simple and modern minimizing exemptions; e. Continue to review any potential ballot measures as either a general tax (with nonbinding advisory language on intended use of funds) or a special tax measure; f. Consider a parcel tax or General Obligation (GO) Bond for unfunded infrastructure projects at a later date; g. Discuss next steps including continued stakeholder engagement with multiple business types; h. Direct Staff to get an information sheet on San Francisco and East Palo Alto’s various business taxes; and i. Develop a round of polling to test the type of taxation, levels of taxation, a phase in period and tiering based on type of business; a) Test payroll, headcount, and square footage taxes B. Amend the Fiscal Year 2020 Budget Appropriation Ordinance for the General Fund by: a. Increasing the Administrative Services Department appropriation for contractual services in the amount of $75,000; and b. Decreasing the Budget Stabilization Reserve in the amount of $75,000. MOTION AS AMENDED PASSED: 6-1 Tanaka no 9. Caltrain Business Plan - Direction to Staff Regarding Comments on the Draft Long Range Service Vision. Adjournment: The meeting was adjourned at 11:49 P.M. City of Palo Alto (ID # 9489) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/7/2019 City of Palo Alto Page 1 Summary Title: Accela 5-year Maintenance and Support Contract Title: Approval of Contract Number C19173550 With Accela, Inc. for Five Additional Years, for Annual Software Maintenance and Support Services for Accela Citizen Access and Accela Automation Online Permitting Programs for a Total Not-to-Exceed Amount of $791,344 From: City Manager Lead Department: IT Department Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute a five-year software maintenance and support contract with Accela Inc. in an amount not to exceed $791,344 for the City’s continued use of the Accela Automation and Citizen Access web-based permitting applications (Attachment A: Accela_C19173550 GSA FINAL). Background Accela Automation (City side) and Accela Citizen Access (public side), are web-based applications that allow the City of Palo Alto, contractors, and citizens to apply for and check the status of permits. The system also allows field inspection staff to provide results of the inspections in the field which increases communication efforts with the applicant and internal staff. Accela allows citizens and contractors to apply for some permits online and check the status of all permits via the Internet on a 24-hour, 7 days per week basis regardless of the City’s normal business hours. This new five-year contract will the existing Accela Software Maintenance and Support Contract (C14152219) that was previously approved by Council on January 27, 2014, CMR 4252, which expired on September 30, 2018. A solicitation would be impractical and unavailing at this time. Accela provides the City’s online permitting system used by members of the public as well as by Staff from several City Departments to track permits/inspections, fee payments, reporting, and other tools. Staff and the community are satisfied with the Accela online program and negotiated fair rates for the level of services provided. The City has invested significant City of Palo Alto Page 2 time and money into software enhancements and training for all Accela modules. If, instead of continuing to contract with Accela, the City were to go out to competitive solicitation for permitting software, the City would have to conduct an assessment, remap workflows, conduct the solicitation, prepare for data transfer and implement a transition plan to ensure there are no disruptions to services, where a need for a new permitting system is not currently indicated. For these reasons, conducting a solicitation would be impractical and would be disadvantageous for the City at this time, and Staff therefore request an exemption from competitive solicitation, Ref. PAMC 2.30.360(b)(2). Discussion The modules that will be supported through this contract are as follows: Accela Automation/Velocity Hall Modules • Building Inspection • Planning Entitlements • Code Enforcement • Fire Permits • Public Works • Business License • Utilities • Accela Citizen Access (Public Side) • GovXML Annual Breakdown over the Five-Year Term of the Contract: Contract Year 1: 10/1/2018 – 9/30/2019, $149,053.18 Contract Year 2: 10/1/2019 – 9/30/2020, $153,524.77 Contract Year 3: 10/1/2020 – 9/30/2021, $158,130.52 Contract Year 4: 10/1/2021 – 9/30/2022, $162,874.43 Contract Year 5: 10/1/2022 – 9/30/2023, $167,760.67 Total: $791,343.57 Resource Impact The funds for the payment of this contract for Fiscal Year 2019 and Fiscal Year 2020 were budgeted within the Information Technology Fund as part of the Fiscal Year 2020 Adopted Operating Budgets. For Fiscal Years 2021-2023, the cost for the contract will be subject to the City Council annual appropriation of funds. In the case of the proposed maintenance contract with Accela, Inc., the Information Technology Fund will be reimbursed for all expenses by the departments utilizing the system through City of Palo Alto Page 3 allocated charges appropriated during the regular budgeting cycle. The cost of this renewal is anticipated to have no or minimal net impact on the General Fund. Environmental Review These services do not constitute a project under the California Environmental Quality Act (CEQA). Attachments: • Attachment A: Accela_C19173550 GSA FINAL City of Palo Alto General Services Agreement 1 Rev. March 29, 2018 CITY OF PALO ALTO CONTRACT NO. C19173550 GENERAL SERVICES AGREEMENT (NO ADDITIONAL ORDER FORMS – DETAILED AMENDMENT REQUIRED FOR ANY FUTURE ORDER UNDER THIS AGREEMENT) THIS GENERAL SERVICES AGREEMENT (this “Agreement”) is made and entered into on the 1st day of October, 2018, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY or Customer”), and ACCELA, INC., a California corporation, located at 2633 Camino Ramon, Suite 500, San Ramon, CA 94583, Telephone Number: 925-659-3275 (“CONTRACTOR or Accela”). In consideration of their mutual covenants, the parties hereto agree as follows: 1.SERVICES. CONTRACTOR shall provide or furnish the services described in the attached Exhibit A (“Scope of Services”) and Exhibit A-1 (“Accela, Inc. Standard SaaS Support Policy”), collectively, the “Services”. 2. EXHIBITS. The following exhibits are attached to and made a part of this Agreement: “A” - Scope of Services “A-1” – Accela, Inc. Standard SaaS Support Policy “A-2” – Accela, Inc. Subscription Services Terms and Conditions “B” - Schedule of Performance “C” – Schedule of Fees “D” - Insurance Requirements “E” – Software as a Service Security and Privacy Terms and Conditions “F” – Information Privacy Policy CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED. 3. TERM. The term of this Agreement is from October 1, 2018 to September 30, 2023 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions. 4.SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 2 Rev. March 29, 2018 upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance with the schedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement. 5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any: The total maximum lump sum compensation of dollars ($ ); OR The sum of dollars ($ ) per hour, not to exceed a total maximum compensation amount of dollars ($ ); OR A sum calculated in accordance with the schedule of fees set forth at Exhibit C, not to exceed a total maximum compensation amount of Seven Hundred Ninety One Thousand Three Hundred Forty Three dollars and fifty seven cents($791,343.57). CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above, subject to the City meetings its obligations and without a change of scope of the Services. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY, except as otherwise agreed in writing. CITY has set aside the sum of dollars ($ ) for Additional Services. CONTRACTOR shall provide Additional Services only by advanced, written authorization from the City Manager or designee. CONTRACTOR, at the CITY’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR’s proposed maximum compensation, including reimbursable expense, for such services. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. CITY shall not authorize and CONTRACTOR shall not perform any Additional Services for which payment would exceed the amount set forth above for Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement. DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 3 Rev. March 29, 2018 6. COMPENSATION DURING ADDITIONAL TERMS. CONTRACTOR’S compensation rates for each additional term shall be the same as the original term; OR CONTRACTOR’s compensation rates shall be adjusted effective on the commencement of each Additional Term. The lump sum compensation amount, hourly rates, or fees, whichever is applicable as set forth in section 5 above, shall be adjusted by a percentage equal to the change in the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco-Oakland- San Jose area, published by the United States Department of Labor Statistics (CPI) which is published most immediately preceding the commencement of the applicable Additional Term, which shall be compared with the CPI published most immediately preceding the commencement date of the then expiring term. Notwithstanding the foregoing, in no event shall CONTRACTOR’s compensation rates be increased by an amount exceeding five percent of the rates effective during the immediately preceding term. Any adjustment to CONTRACTOR’s compensation rates shall be reflected in a written amendment to this Agreement. 7. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 7, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. Public Contract Code Section 9204 mandates certain claims procedures for Public Works Projects, which are set forth in “Appendix __ Claims for Public Contract Code Section 9204 Public Works Projects”. This project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Appendix __, attached hereto and incorporated herein. OR This project is not a 9204 Public Works Project. 8. INVOICING. Send all invoices to CITY, Attention: Sherrie Wong, email: Sherrie.Wong@CityofPaloAlto.org.The Project Manager is: Khash Alaee, Dept.: Development Services email: Khashayar.Alaee@CityofPaloAlto.org , Telephone: 650-329-2230. Invoices shall be submitted in advance, on an annual basis, not less than 30 days prior to the start of the applicable contract year, in accordance DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 4 Rev. March 29, 2018 with the contract years and fees as detailed in Exhibit C (“Schedule of Fees”). CITY shall pay the amount of the invoice within 30 days of receipt. 9. GENERAL TERMS AND CONDITIONS TO THE AGREEMENT. A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includes and is limited to the terms and conditions set forth in sections 1 through 8 above, these general terms and conditions and the attached exhibits. B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the services described in Section 1 of this Agreement, entitled “SERVICES,” and that every individual charged with the performance of the services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing or certification is required by law, to perform the Services. CITY expressly relies on CONTRACTOR’s representations regarding its skills, knowledge, and certifications. CONTRACTOR shall perform all work in accordance with generally accepted business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations. C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agreement, CONTRACTOR and any person employed by CONTRACTOR shall at all times be considered an independent CONTRACTOR and not an agent or employee of CITY. CONTRACTOR shall be responsible for employing or engaging all persons necessary to complete the work required under this Agreement. D. SUBCONTRACTORS. CONTRACTOR shall be solely responsible for directing the work of subcontractors and for any compensation due to subcontractors. E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of CONTRACTOR’s business. F. COMPLIANCE WITH LAWS. Each Party shall make all reasonable efforts to with all applicable federal, state and local laws, ordinances, regulations, and orders when fulfilling their obligations hereunder. G. PALO ALTO MINIMUM WAGE ORDINANCE. CONTRACTOR shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 5 Rev. March 29, 2018 hours of work in a calendar week within the geographic boundaries of the City, CONTRACTOR shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONTRACTOR shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. H. OMITTED. I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with generally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any material or service not in compliance with these warranties, including incomplete, inaccurate, or defective material or service, at no further cost to CITY. Contractor warrants that, during the term of this Agreement, the Subscription Service will operate in all material respects in accordance with the Specifications. As City’s sole and exclusive remedy and Contractor’s entire liability for any breach of the foregoing warranties, Contractor will use commercially reasonable efforts to modify the Subscription Service or reperformance of non-conforming Services so that they conform to foregoing warranty. During the term, Contractor further warrants that the Subscription Service will meet the performance level specified in of Exhibit A (“Scope of Services”) which sets forth City’s sole and exclusive remedy for Contractor’s failure to achieve the stated Subscription Service performance level. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, CONTRACTOR DOES NOT MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND CONTRACTOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Contractor will not be responsible to the extent failure of the Subscription Service to operate as warranted is caused by or results from: (i) any modification to the Subscription Service other than a Supported Modification; (ii) combination, operation or use of the Subscription Service with City’s or a third party's applications, software or systems not provided to City by Contractor; (iii) abuse, willful misconduct or negligence by anyone other than Contractor or Contractor’s designee and which does not arise from any failure by Contractor or Contractor’s designee of any obligation of Contractor under this Agreement; (iv) use of the Subscription Service other than in accordance with the terms of this Agreement and/or the DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 6 Rev. March 29, 2018 applicable Specifications and documentation; or (v) any of the SLC Exclusions (as defined in the Subscription Service Level Commitment). J. OMITTED. K. CITY’S PROPERTY. Excluding Aggregate Data, any results, reports, data tables, charts, studies, memoranda, computer data files and media, or other materials in electronic or paper format, or in any format that may come into existence, which contain City Data (as defined in Section 1.4 of Exhibit A-2) and which are prepared for City, or caused to be prepared for City, by Contractor under this Agreement, or produced by Authorized Users (as defined in Section 1.1 of Exhibit A-2) using the Subscription Services during the term of this Agreement, are the property of CITY without restriction or limitation upon their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager. L. CONTRACTORS PROPERTY. Contractor retains all intellectual property rights, including all rights, title and license to the Subscription Service, Software, Accela System, Support Services, Services (including all resulting work product thereof, excluding City data), and Aggregate Data, any related work product of the foregoing and all derivative works thereof by whomever produced; provided however, that to the extent such materials are delivered to City as part of the Subscription Service or other Services then Customer is hereby granted a limited license, consistent with the terms of Exhibit B, to use such materials during the applicable Subscription Services period. M. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement. N. INSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full force during the term of this Agreement, the insurance coverage described at Exhibit D. Accela agrees to provide a Certificate of Insurance upon request. O. HOLD HARMLESS; LIMITATION OF LIABILITY. O.1 General Indemnification. CONTRACTOR shall defend the CITY, its officers, employees and agents from and against any and all third-party claims, demands and indemnify against any finally awarded (or otherwise included within a settlement approved by Accela)liabilities, obligations, losses, damages, judgments, costs or expenses (including reasonable attorneys’ fees and costs of investigation) (collectively “Claim”), whether actual or alleged, arising directly solely from Contractor’s negligence or willful misconduct in the performance of this Agreement by CONTRACTOR and/or CONTRACTOR’s a Party’s agents or DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 7 Rev. March 29, 2018 employees for any Claim for personal injury, death, and property damage. The provisions of this Section O (“Hold Harmless; Limitation of Liability”) shall survive the termination or expiration of this Agreement. O.2 Infringement Indemnification. Contractor shall defend the City, its officers, employees and agents from and against any and all third-party Claims of an alleged infringement of copyright, patent right, trade secret, trade name, trademark, service mark, or any other right in intellectual property arising out of the use of the Software Application by the City in accordance with the terms of this Agreement and indemnify against any finally awarded damages or liabilities (or those otherwise included within a settlement approved by Accela). Notwithstanding the foregoing, Contractor shall have no obligation under this Infringement Indemnification to the extent that any Claim arises from: (A) modifications made to the Software Application by or on behalf of City that were not performed or provided by or on behalf of Contractor (except modifications made by Accela pursuant to the City’s requests or designs); (B) the combination, operation or use by or on behalf of City of the Software Application in connection with a third-party product or service not provided by or on behalf of Contractor (the combination of which causes the infringement) or (C) use of current version of the Software Application if such infringement would have been avoided by the use of such updated version. O.3 Infringement Finding. If an infringement Claim under this Section occurs, or if Contractor determines that such a Claim is likely to occur, Contractor shall, at its option: (A) obtain a right for City to continue using the Software Application; (B) modify the Software Application to make it non-infringing; (C) replace the Software Application with a non-infringing equivalent. If (A), (B) or (C) above are not reasonably available, Contractor may terminate this Agreement and Contractor will refund any pre-paid fees on a pro-rata basis for the allegedly infringing Software Application and services that have not been performed or provided. O.4 Indemnity Conditions. Contractor’s defense and indemnification obligations under this Section O (“Hold Harmless”) are conditioned upon: (i) City providing Contractor with prompt written notice of any Claim for which indemnification is sought, provided however that no delay on the part of the City shall relieve Contractor from any obligation hereunder except to the extent it is prejudiced thereby; (ii) Contractor having sole control of the defense and settlement of such Claim, provided, however, any settlement by the Contractor must release all indemnifiable claims against the City and impose no obligations upon City, unless Contractor continues to defend and indemnify, in accordance with the terms herein, for any unsettled indemnifiable claims; City shall have the right to have any suit or proceeding monitored by counsel of City’s choice and at City’s expense; and (iii) City providing reasonable cooperation to Contractor in the defense and settlement of the claim, at Contractor's expense. DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 8 Rev. March 29, 2018 O.5 LIMITATION OF LIABILITY. O.5.1 LIMITATION OF LIABILITY OF CONTRACTOR. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL CONTRACTOR BE LIABLE TO CITY, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES OR FOR ANY LOSS OF PROFIT OR LOSS OF BUSINESS BY CITY, EVEN IF CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH POTENTIAL CLAIM, LOSS OR DAMAGE. EXCEPT AS PROVIDED IN THE IMMEDIATELY FOLLOWING SENTENCE, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT OF CONTRACTOR TO CITY EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE INCIDENT. CONTRACTOR'S LIABILITY LIMIT SET FORTH HEREIN SHALL NOT APPLY TO (1) DAMAGES CAUSED BY CONTRACTOR'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (2) STATUTORY DAMAGES, AND (3) WRONGFUL DEATH CAUSED BY CONTRACTOR. O.5.2 LIMITATION OF LIABILITY OF CITY. CITY’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PAYMENT OF THE COMPENSATION PROVIDED FOR IN SECTION 5 (“NOT TO EXCEED COMPENSATION”) OF THIS AGREEMENT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL CITY BE LIABLE, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PERFORMED IN CONNECTION WITH THIS AGREEMENT. P. NON-DISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONTRACTOR certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONTRACTOR acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. Q. WORKERS' COMPENSATION. CONTRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services. DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 9 Rev. March 29, 2018 R. TERMINATION. R.1 [OMITTED] R.2 Termination for Cause. If CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager may terminate this Agreement for cause upon thirty (30) days’ written notice of a material breach if such breach remains uncured at the expiration of the thirty-day period. If the termination is for cause not cured within the 30-day period, CONTRACTOR shall refund to CITY the pro rata amount of the fees paid to CONTRACTOR for the contract year in which the termination for cause occurred, reflecting the remaining days in that contract year had such termination not occurred. R.3 Termination by Contractor. In addition to all other remedies provided by law, if the City is in material breach of this Agreement, CONTRACTOR may terminate this Agreement for cause upon thirty (30) days’ prior written notice thereof to CITY if such breach remains uncured at the expiration of the thirty-day period.. In the event of CITY’s failure to pay any undisputed amount due hereunder on the date due and such failure is not cured within thirty (30) days of written notice thereof, Contractor may suspend access to any and all services hereunder until such amounts are paid and the City shall remain liable for all payments hereunder during such suspension. R.4 Rights and Obligations upon Termination or Expiration. R.4.1 CITY’s right to access and use the CONTRACTOR’s Services will terminate and CONTRACTOR will have no further obligation to provide any Services, except as otherwise expressly provided in this Section. R.4.2 CITY will immediately pay all fees due to CONTRACTOR through the then-current contract year, except as otherwise expressly provided in this Agreement. R.4.3 CONTRACTOR and CITY will work together to provide CITY with a copy of City Data. CITY will have the option to choose from one of several methods to obtain its City Data. Once the City Data has been provided, CONTRACTOR shall securely destroy/delete City Data from CONTRACTOR’S systems (including any subcontractors’ or third-party partners’ systems used by CONTRACTOR in the performance of CONTRACTOR’s obligations under this Agreement) within a reasonable time period and not less than within ninety (90) days after termination or expiration. At CITY’s request, CONTRACTOR will certify the same. R.5 Survival. The provisions of this Section R and the provisions of this Agreement with respect to indemnification, warranties, liability, and confidentiality, shall survive termination or expiration of this Agreement. DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 10 Rev. March 29, 2018 S. ASSIGNMENT. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of CITY, which shall not be unreasonably withheld. . Notwithstanding the foregoing, CONTRACTOR may assign this Agreement or its rights, interest or obligations under this Agreement to a successor in interest to CONTRACTOR, whether by way of asset sale, merger or other transfer of CONTRACTOR or its business, with notice to CITY, but without CITY’s consent. CITY shall have the option to terminate the Agreement upon notice of such assignment. Subject to the foregoing, all covenants, representations, warranties and agreements of the parties contained in this Agreement shall be binding on and inure to the benefit of the parties' respective heirs, executors, administrators, personal representatives, successors and permitted assigns. T. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. CONTRACTOR further covenants that, in the performance of this Agreement, it will not employ any person having such an interest. CONTRACTOR certifies that no CITY officer, employee, or authorized representative has any financial interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. CONTRACTOR agrees to advise CITY if any conflict arises. U. GOVERNING LAW. This Agreement shall be governed and interpreted by the laws of the State of California. V. ENTIRE AGREEMENT; MODIFICATION. This Agreement, including all exhibits, represents the entire agreement between the parties with respect to the services that may be the subject of this Agreement. Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions in the exhibits. This Agreement supersedes all prior agreements, representations, statements, negotiations and undertakings whether oral or written. This Agreement may only be modified by written instrument, executed by the duly authorized representatives of the parties and approved as required under Palo Alto Municipal Code. W. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 11 Rev. March 29, 2018 portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONTRACTOR shall comply with CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Division, which are incorporated by reference and may be amended from time to time. CONTRACTOR shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONTRACTOR shall comply with the following zero waste requirements: All printed materials provided by CONTRACTOR to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double- sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable based inks. Goods purchased by Contractor on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including, but not limited to, Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. Reusable/returnable pallets shall be taken back by CONTRACTOR, at no additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. Z. PREVAILING WAGES This Project is not subject to prevailing wages. CONTRACTOR is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the Agreement is not a public works contract, if Agreement does not include a public works construction project of more than $25,000, or the Agreement does not include a public works alteration, DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 12 Rev. March 29, 2018 demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. AA. DATA AND PERSONAL INFORMATION. If, pursuant to this Agreement, CITY shares with CONTRACTOR personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONTRACTOR shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONTRACTOR shall not use Personal Information for direct marketing purposes without City’s express prior written consent. CONTRACTOR shall comply with provisions of Exhibit “E”, entitled “Software as a Service Security and Privacy Terms and Conditions”, and Exhibit “F”, entitled “Information Privacy Policy”. The confidentiality requirements herein shall survive the termination or expiration of this Agreement. BB. DIR REGISTRATION. In regard to any public work construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONTRACTOR without proof that CONTRACTOR and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854. CITY provides notice to CONTRACTOR of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the Agreement is awarded.” CITY gives notice to CONTRACTOR and its listed subcontractors that CONTRACTOR is required to post all job site notices prescribed by law or regulation and CONTRACTOR is subject to SB 854-compliance monitoring and enforcement by DIR. DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 13 Rev. March 29, 2018 CITY requires CONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project. The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONTRACTOR and its listed subcontractors, respectively. At the request of CITY, acting by its project manager, CONTRACTOR and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY’s request. [For state- and federally-funded projects] CITY requests CONTRACTOR and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. If the certified payroll records are not produced to the project manager within the 10-day period, then CONTRACTOR and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONTRACTOR. Inform the project manager of the location of CONTRACTOR’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. CC. CONTRACT TERMS. All unchecked boxes do not apply to this Agreement. In the case of any conflict between the terms of this Agreement and the exhibits hereto or CONTRACTOR’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONTRACTOR’s proposal, the exhibits shall control. (Signature block follows on the next page.) DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 14 Rev. March 29, 2018 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO ACCELA, INC. Officer 1: ______________________________ By_______________________ City Manager or Designee (Required on contracts $85,000 and over) Name __________________ Title______________________ Approved as to form: Officer 2: _______________________ City Attorney or Designee By_______________________ Name __________________ Title______________________ DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 Aaron Haggarty CLO Chief Revenue Officer Dennis R. Michalis City of Palo Alto General Services Agreement 15 Rev. March 29, 2018 EXHIBIT A SCOPE OF SERVICES For the term of this Agreement, CONTRACTOR (Accela Inc.) shall provide CITY with access to and use of CONTRACTOR’S online-hosted Accela Automation (Legacy) and Accela GovXML software- as-a-service (“SaaS”) platform (also referred to as the “Subscription Service(s)”) as detailed in this Exhibit “A”, and, in relation the Subscription Services, CONTRACTOR shall provide the CITY with annual maintenance and support services as detailed in Exhibit “A-1”. Accela Automation (Legacy) - Accela Automation (CITY side) and Accela Citizen Access (Public side), are web-based applications that allow the CITY, its contractors, and its citizens to apply for and check the status of permits. Accela Automation contains the following modules: Building, Permitting and Inspection Planning Entitlements Code Enforcement Fire Permits Public Works Business License Utilities Accela Citizen Access (Public side) Accela GovXML provides a common interface for web-based government applications, and a means of information transfer between back-end systems and front-end, vendor-agnostic applications. For purposes of Exhibit A and Exhibit A-1, the participants are identified as follows: City of Palo Alto: “Customer” Contractor: “Accela” 1. Service Availability: Accela shall use commercially reasonable efforts to (a) provide bandwidth sufficient for Customer’s use of the Subscription Services provided hereunder and (b) operate and manage the Subscription Services with a ninety-nine and one-half percent (99.5%) uptime goal (the “Availability SLA”), excluding situations identified as “Excluded” below. “Excluded" means any outage that results from any of the following: a. Any maintenance performed by Accela during Accela’s standard maintenance windows. Accela shall notify Customer within forty-eight (48) hours of any standard maintenance and within twenty-four (24) hours for other non-standard emergency maintenance (collectively referred to herein as “Scheduled Maintenance”). DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 16 Rev. March 29, 2018 b. Customer’s information content or application programming, or the acts or omissions of Customer or its agents, including, without limitation, the following: 1. Customer’s use of any programs not supplied by Accela; 2. Customer’s failure to provide Accela with reasonable advance prior notice of any pending unusual large deployments of new nodes (i.e., adding over ten (10) percent total nodes in less than twenty-four (24) hours); 3. Customer’s implementation of any significant configuration changes, including changes that lead to a greater than thirty percent (30%) change in a one week period or greater than fifty percent (50%) change in a one month period in the number of key objects in the system including but not limited to metrics, snapshots, nodes, events and business transactions; and 4. Any mis-configuration by Customer (as determined in Accela’s sole discretion), including, without limitation, configuration errors and bad or unintended usage of the Subscription Services. 5. Force majeure or other circumstances beyond Contractor’s reasonable control that could not be avoided by its exercise of due care. d. Failures of the Internet backbone itself and the network by which Customer connects to the Internet backbone or any other network unavailability. e. Any window of time when Customer agrees that Subscription Services availability/unavailability shall not be monitored or counted. f. Any problems resulting from Customer combining or merging the Subscription Services with any hardware or software not supplied by Accela or not identified by Accela in the Specifications as being compatible with the Subscription Services. g. Interruptions or delays in providing the Subscription Services resulting from telecommunication or Internet service provider failures. h. Customer’s or any third party’s use of the Subscription Services in an unauthorized or unlawful manner. 2. Remedies for Excessive Downtime: In the event the Availability of the Subscription Services falls below the Availability SLA in a given calendar month, Accela shall pay Customer a service credit (“Service Credit”) equal to the percentage of the fees set forth in the table below corresponding to the actual Availability of the Subscription Services during the applicable calendar month. Such Service Credit shall be issued as a credit against any fees owed by Customer for the next calendar month of the term of the Agreement or, if Customer does not owe any additional fees, then Accela shall pay Customer the amount of the applicable Service Credit within thirty (30) days after the end of the calendar month in which such credit accrued. Such Service Credit shall be in addition to any other remedies available to Customer at law, in equity or under this Agreement. System availability is measured by the following formula: x = (n - y) *100 / n DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 17 Rev. March 29, 2018 Notes: (1) "x" is the uptime percentage; "n" is the total number of hours in the given calendar month minus scheduled downtime; and "y" is the total number of downtime hours in the given calendar month. (2) Specifically excluded from "n and "y" in this calculation are the exception times on scheduled upgrade and maintenance windows. Service Availability Percentage of Monthly Service Fees Credited >99.5% 0% 95.0% - < 99.5% 5% (max of $280) 90.0% - < 95.0% 10% (max of $560) 80.0% - < 90.0% 20% (max $840) 70.0% - < 80.0% 30% (max of $1,120) 60.0% - < 70.0% 40% (max of $1,400) < 50% 50% (max of $2,800) Customer Account Login: For Accela user interface access, Accela uses TLS 1.2 with AES 256 bit or similar encryption for protection of data in transit, which is supported by most modern browsers. Accela shall also restrict applicable administrative user interface access to Customer corporate networks for additional security on written request by Customer. 3. Hosting: Accela’s SaaS platform (servers, infrastructure and storage) for the Subscription Services is and shall remain hosted in one of the largest Tier III data centers in North America, specifically designed and constructed to deliver world-class physical security, power availability, infrastructure flexibility and growth capacity. Accela’s data center provider is and shall remain SSAE 16/ 18 SOC2 compliant, meaning it has been fully independently audited to verify the validity and functionality of its control activities and processes. Every Server for the Services is and shall remain operated in a fully redundant fail-over pair to ensure high availability. Data is and shall remain backed up nightly, stored redundantly and shall be restored rapidly in case of failure. Accela also provides an off-site backup service, which is available at an additional cost. Security Patching and updates are actively evaluated by engineers and shall be deployed based upon the security risks and stability benefits they offer to Acela’s SaaS platform and Customers. Accela shall attempt to provide customers reasonable prior notice to security changes, updates and patches, unless the delay shall lead to a significant risk of impact to customer data. DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 18 Rev. March 29, 2018 EXHIBIT A-1 ACCELA, INC. STANDARD SAAS SUPPORT POLICY This Accela, Inc. Standard SaaS Support Policy (“Support Policy”) is a policy governing the use of Accela software-as- service (“SaaS”) products (the “Service(s)”) under the Agreement between Accela, Inc. (“Accela”, “Contractor”, “us”, or “we”) and the City of Palo Alto (“Customer”). This Support Policy may be updated from time to time by Accela in its sole discretion. 1. General Requirements and Hours of Operation a) Ticketing Support: Accela shall provide access to a ticketing system, which shall be available twenty-four (24) hours per day, seven (7) days per week. A qualified support specialist shall use commercially reasonably efforts to answer questions and resolve problems regarding the Subscription Service during normal business hours of Monday- Friday, 4AM-6PM Pacific. b) Telephone and E-mail Support: Accela’s Customer Support Department, a live technical support facility, shall be available to Customer from 4:00 A.M. until 6:00 P.M. Pacific Standard Time Monday through Friday, excluding Accela’s observed holidays. c) Online Support Material: Available twenty-four (24) hours, seven (7) days a week, Accela shall make available to Customer certain archived software updates and other technical information in Accela’s online support databases. 2. Updates a) Updates may address security fixes, critical patches, general maintenance functionality, and documentation and shall be made available at Accela’s discretion. Accela is under no obligation to develop any future functionality or enhancements unless otherwise specified in the Agreement. If an update for the Service is made available to Customer pursuant to this Support Policy, it shall automatically replace the previous version of the applicable Service. b) Where practical, Accela shall schedule Updates during non-business hours and shall provide Customers with advance notice of all Updates. 3. Upgrade/Downgrade of Severity Level a) If, during the Support Request process, the issue either warrants assignment of a higher severity level than currently assigned or no longer warrants the severity level currently assigned based on its current impact on the production operation of the SaaS offering, then the severity level shall be upgraded or downgraded accordingly to the severity level that most appropriately reflects its current impact. DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 19 Rev. March 29, 2018 4. Third Party Product Support a) If any third-party software is not supplied by Accela, Accela disclaims all support obligations for such third-party software, unless expressly specified by Accela in Customer’s Agreement. 5. Exclusions The following Support Exclusions are not covered by this Support Policy: (a) Support required due to Customer’s or any End User’s or third party’s misuse of the Services; (b) Support during times outside of Accela’s regular business hours stated above; (c) Support necessitated by external factors outside of Accela’s reasonable control, including any force majeure event or Internet access or related problems beyond the Service demarcation point; (d) Support of or caused by customizations (if outside of Accela’s best practice recommendations), configuration changes, scripting, or data loss caused by or on behalf of Customer or any End User; (e) Support of or caused by Customer’s or any End User’s or third party’s equipment, software or other technology (other than third party equipment within Accela’s direct control); (f) Support to resolve or work-around conditions which cannot be reproduced in Accela’s support environment and (g) Support of any software add-ons supplied together with the Service (except where specified in the Agreement). Any support services falling within these Support Exclusions may be provided by Accela at its discretion and, if so provided, may be subject to additional pricing and support terms as specified by Accela. 6. Error Classification Error Classification Criteria Critical Severity Issue (Priority 1) The Service is down or there is a major malfunction (deeming Service non-functional or severely affected), resulting in a business revenue loss and impacting the Service functionality for a majority of users. No reasonable workaround exists. High Severity Issue (Priority 2) High loss of Service functionality or performance, impacting the Service functionality for a high number of users (e.g. Service response is very slow, day to day operations continue, but are impacted by the issue). No reasonable workaround available or the workaround is impractical. Medium Severity Issue (Priority 3) Moderate loss of Service functionality or performance, impacting multiple users. A convenient workaround exists (e.g. non-critical feature is unavailable or requires additional user intervention). Low Severity Issue (Priority 4) Minor loss of Service functionality or feature in question. 7. Functional Definitions: For the purposes of error classification, essential or major functions include: data capture features, SLA and alarming features, performance management features and application performance problem resolution features. DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 20 Rev. March 29, 2018 8. Response Time: Accela shall use commercially reasonable efforts to respond to error reports in accordance with the table set forth below. Accela shall use reasonable means to repair the error and keep Customer informed of progress. Accela makes no representations as to when a full resolution of the error may be made. Error Classification Initial Response and Acknowledgement Updates Resolution Goal Critical 1 Business Hour Daily Accela shall put forth its best effort to provide a workaround, fix, or estimated completion date within seventy-two (72) hours after the problem has been diagnosed and/or replicated. High 4 Business Hours Weekly Accela shall put forth its best effort to provide a workaround or fix or estimated completion date within fourteen (14) business days after the problem has been diagnosed and/or replicated. Medium 8 Business Hours As available Accela shall put forth its best effort to provide a workaround or fix or estimated completion date within twenty-one (21) business days after the problem has been diagnosed and/or replicated. Low 24 Business Hours None Resolution for the Issue may be released as a patch set or be incorporated into a future schedule release of the product. DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 21 Rev. March 29, 2018 EXHIBIT A-2 ACCELA, INC. SUBSCRIPTION SERVICES TERMS AND CONDITIONS 1. Subscription Services Terms and Conditions: 1.1 Right to Access. Contractor hereby grants to City a limited, non-exclusive, non-transferrable right to (a) access and use the Services and (b) implement, configure and permit its Authorized Users, ("Authorized User" means one individual natural person, authorized by City to use the Subscription Service and for whom City has purchased a subscription to the Subscription Service. Authorized Users may include but are not limited to City’s employees, contractors and agents. Each Authorized User will be associated with a single, unique email address for purposes of accessing (and being identified within) the Subscription Service), to access and use the Services during the term of the Agreement, solely for its use, access and benefit as a California chartered municipal corporation. Subject to Customer’s payment of the corresponding Services fees under this Agreement, Contractor will make the Services available to Customer. Any terms and conditions contained in any quote, invoice, purchase order or the like that are inconsistent with the terms and conditions of this Agreement will be deemed stricken unless expressly agreed to in writing by both parties. Customer will ensure that all its Authorized Users using the Subscription Services under its account comply with the relevant City obligations under this Agreement. 1.2 Restrictions on Use. Customer shall not, and shall not permit others to, do the following with respect to the Subscription Services: a. -make the Subscription Service available to anyone other than Authorized Users; b. -use the Subscription Services, or allow access to it, in a manner that circumvents contractual usage restrictions or that exceeds Customer’s authorized use or usage metrics as set forth in this Agreement; c. -license, sub-license, sell re-sell, rent, lease, transfer, distribute or time share or otherwise make any portion of the Subscription Services available for access by third parties except as otherwise expressly provided in this Agreement or the express permission of Contractor; d. -use the Subscription Service in a way that (i) violates or infringes upon the rights of a third party, including those pertaining to: contract, intellectual property, privacy, or publicity; or (ii) effects or facilitates the storage or transmission of libelous, tortious, or otherwise unlawful material including, but not limited to, material that is harassing, threatening, or obscene; e. -access or use the Subscription Services for the purpose of developing or operating products or services intended to be offered to third parties in competition with the Subscription Services or --allow access by a direct competitor of Subscription Services; f. obtain intellectual property rights to the use of any component of the Subscription Services (inclusive of APIs); g. -create derivative works based on the Subscription Service; h. -reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about any of the Subscription Services or technologies, other than copying or framing on Customer’s own intranets or otherwise for Customer’s internal business purposes in accordance with Contractor’s applicable documentation; i. -interfere with or disrupt the integrity, operation, or performance of the Subscription Services or interfere with the use or enjoyment of it by others by, among other things, using DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 22 Rev. March 29, 2018 it to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents, or other programs or circumvent or disclose the user authentication or security of the Subscription Services or any host, network, or account related thereto or use any aspect of the Subscription Service components other than those specifically identified in this Agreement, even if technically possible. Contractor assumes no responsibility for any fraudulent or unauthorized use of the Software or any portion of the Subscription Services governed by this Agreement. j. -allow the use of the Subscription Services by anyone located in, under the control of, or that is a national or resident of, a U.S.-embargoed country or territory or by a prohibited end user under Export Control Laws. 1.3 Data Usage and Storage. The Subscription Service is provided with a limit of two point five tera bites (2.5TB) of data storage for all cloud environments. Additional storage can be purchased from Contractor by Customer in blocks of five hundred gigabytes (500GB), with a price of one thousand dollars ($1,000) per year. Any such purchase shall be made by written amendment to this Agreement as provided for in Section V (“Entire Agreement; Modification”) of this Agreement. 1.4 City’s Responsibilities. City will (i) be responsible for meeting Contractor’s applicable minimum system requirements for use of the Subscription Service; (ii) be responsible for Authorized Users’ compliance with this Agreement; (iii) be responsible for the accuracy, quality, integrity and legality of City Data, “City Data” means any and all content, eDocuments, materials, data and information that City, its Authorized Users, or other end users enter into the Subscription Services including but not limited to, personal information, information exchanged between City and Authorized User or Authorized User and a third party using the Subscription Services, information used to identify account names or numbers, routing information, usernames, passwords, access codes and prompts. City Data does not include any component of the Subscription Services or material provided by or on behalf of Contractor; (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the Subscription Service under its account, and notify Contractor promptly of any such unauthorized access or use; and (v) use the Subscription Service only in accordance with the applicable documentation, laws and government regulations, and this Agreement. 1.5 Confidentiality Definition. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Protection. Except as otherwise permitted in writing by the Disclosing Party and subject to the other terms of this Agreement, (i) the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 23 Rev. March 29, 2018 who need such access for purposes consistent with this Agreement and who are legally bound to protect such Confidential Information consistent with this Agreement. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest, limit, or protect the disclosure. 1.6 Ownership Ownership of Subscription Services. Subject to the limited rights expressly granted hereunder, Contractor reserves all rights, title and interest in and to the Subscription Service, derivative works thereof, and any associated Software and documentation, including all related Intellectual Property Rights. Ownership of City Data. City reserves all its rights, title and interest in and to the City Data. No rights are granted to Accela hereunder with respect to the City Data, except that Contractor may (i) store, copy, process, and transmit such City Data for purposes of providing the Subscription Service to City pursuant to this Agreement, and (ii) otherwise utilize City Data if and as permitted by this Agreement. 1.7 Feedback. City grants Contractor a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Subscription Service (or Contractor’s other software or services) any suggestions, enhancement requests, recommendations, or other feedback provided by City or Authorized Users relating to the operation or features of the Subscription Service, provided that such use is in accordance with the confidentiality requirements of this Agreement. 1.8 SECURITY AND PERSONAL DATA Security. Accela will implement commercially reasonable information security processes, policies and technology safeguards to protect the confidentiality and integrity of Customer Data, personal data protect against reasonably anticipated threats. Accela will maintain SSAE 16 /18 SOC 2, and PCI-DSS certifications and will use certified service providers who are vetted against industry standards such as (and not less rigorous than) ISO 27001 and SSAE 16 / 18 SOC 2 in the provision of the services under this Agreement. Use of City Data. Customer grants to Accela the non-exclusive right to process City Data (including personal data) for the sole purpose of and only to the extent necessary for Accela: (i) to provide the Subscription Services; (ii) and to otherwise meet Accela’s obligations to City as set forth in this Agreement. Accela may utilize the information concerning Customer’s use of the Subscription Services (excluding any use of Customer’s personal data or Customer’s Confidential Information) to improve Subscription Services, to provide Customer with reports on its use of the Subscription Services, and to compile aggregate statistics and usage patterns by customers using the Subscription Services (provided that any use of such aggregate data complies with the “Use of Aggregate Data” section below). Use of Aggregate Data. Customer agrees that Accela may collect, use, and disclose quantitative data derived from the use of the Subscription Services (excluding any use of Customer’s personal data or Customer’s Confidential Information) for industry analysis, benchmarking, and analytics, provided that all DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 24 Rev. March 29, 2018 data so collected, used, and disclosed will be in aggregate, anonymized, de-identified form only and will not identify Customer, its Authorized Users, employees, residents, customers or any third parties utilizing the Subscription Services, and such uses are otherwise in accordance with the requirements of this Agreement. Accela will not re-identify any such data nor will Accela share such data with any third party unless such third party agrees in writing that it will not re-identify such data. If City wishes to add third-party services for use with the services provided by Accela, it will be required to do so by amendment to this Agreement, pursuant to Section V (“Entire Agreement; Modification”) of the Agreement. DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 25 Rev. March 29, 2018 EXHIBIT B SCHEDULE OF PERFORMANCE CONTRACTOR shall perform the Services detailed in Exhibit “A” and Exhibit “A-1” according to the following schedule: 1. Accela Automation Annual Managed Service Fees (Legacy) Renewal Accela GovXML Annual Maintenance and Support Renewal October 1, 2018-September 30, 2019 2. Accela Automation Annual Managed Service Fees (Legacy) Renewal Accela GovXML Annual Maintenance and Support Renewal October 1, 2019-September 30, 2020 3. Accela Automation Annual Managed Service Fees (Legacy) Renewal Accela GovXML Annual Maintenance and Support Renewal October 1, 2020-September 30, 2021 4. Accela Automation Annual Managed Service Fees (Legacy) Renewal Accela GovXML Annual Maintenance and Support Renewal October 1, 2021- September 30, 2022 5. Accela Automation Annual Managed Service Fees (Legacy) Renewal Accela GovXML Annual Maintenance and Support Renewal October 1, 2022-September 30, 2023 DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 26 Rev. March 29, 2018 EXHIBIT C SCHEDULE OF FEES CITY will pay CONTRACTOR according to the following rate schedule. The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses specified herein, if any, will not exceed the amounts set forth in Sections 5 and 6 of the Agreement. Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein will be at no cost to CITY. DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 27 Rev. March 29, 2018 EXHIBIT D INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 NO PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 28 Rev. March 29, 2018 EXHIBIT “E” SOFTWARE AS A SERVICE SECURITY AND PRIVACY TERMS AND CONDITIONS [Exhibit “E” as attached.] DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto Information Security Document Version: V2.5 [11/01/2012] Doc: InfoSec 110 Page 1 of 3 EXHIBIT “E” SOFTWARE AS A SERVICE SECURITY AND PRIVACY TERMS AND CONDITIONS This Exhibit is part of CITY OF PALO ALTO CONTRACT NO. C19173550 GENERAL SERVICES AGREEMENT entered into by and between the City of Palo Alto (the “City”) and ACCELA, INC., (the “Consultant”) for the provision of Software as a Service services to the City (the “Agreement”). In order to assure the privacy and security of the personal information of the City’s customers and people who do business with the City, including, without limitation, vendors, utility customers, library patrons and other individuals and businesses, who are required to share such information with the City, as a condition of receiving services from the City or selling goods and services to the City, including, without limitation, the Software as a Service services provider (the “Consultant”) and its subcontractors, if any, including, without limitation, any Information Technology (“IT”) infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, described below, while it renders and performs the Services and furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and privacy of the personal information of the City’s customers. The Consultant shall fulfill the data and information security requirements (the “Requirements”) set forth in Part A below. A “secure IT environment” includes: (a) the IT infrastructure, by which the Services are provided to the City, including connection to the City's IT systems; (b) the Consultant’s operations and maintenance processes needed to support the environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. “IT infrastructure” refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate. In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill the Requirements, the Consultant shall promptly inform the City of its determination and submit, in writing, one or more alternate countermeasure options to the Requirements (the “Alternate Requirements” as set forth in Part B), which may be accepted or rejected in the reasonable satisfaction of the Information Security Manager (the “ISM”). Part A. Requirements: The Consultant shall at all times during the term of any contract between the City and the Consultant: (a) Appoint or designate an employee, preferably an executive officer, as the security liaison to DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto Information Security Document Version: V2.5 [11/01/2012] Doc: InfoSec 110 Page 2 of 3 the City with respect to the Services to be performed under this Agreement. (b) Comply with the City’s Information Privacy Policy: (c) Have adopted and implemented information security and privacy policies that are documented, are accessible to the City and align with ISO 27001/2 – Information Security Management Systems (ISMS) Standards. See the following: http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103 http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=50297 (d) Conduct routine data and information security compliance training of its personnel that is appropriate to their role. (e) Develop and maintain detailed documentation of the IT infrastructure, including software versions and patch levels. (f) Develop an independently verifiable process, consistent with industry standards, for performing professional and criminal background checks of its employees that (1) would permit verification of employees’ personal identity and employment status, and (2) would enable the immediate denial of access to the City's confidential data and information by any of its employees who no longer would require access to that information or who are terminated. (g) Provide a list of IT infrastructure components in order to verify whether the Consultant has met or has failed to meet any objective terms and conditions. (h) Implement access accountability (identification and authentication) architecture and support role-base access control (“RBAC”) and segregation of duties (“SoD”) mechanisms for all personnel, systems and software used to provide the Services. “RBAC” refers to a computer systems security approach to restricting access only to authorized users. “SoD” is an approach that would require more than one individual to complete a security task in order to promote the detection and prevention of fraud and errors. (i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the Services’ environment design and deployment are known to the City, and (2) it has implemented measures in accordance with industry best practices applicable to secure coding and secure IT architecture, in the form of an SSAE 16 / 18 SOC 2 audit report. (j) Provide and maintain secure intersystem communication paths that would reasonably ensure the confidentiality, integrity and availability of the City's information. (k) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels for high and critical patches (CVSS Temporal Score greater than 9) without mitigation by not later than one (1) week after its date of release. Emergency security patches must be installed within 48 hours after its date of release. (l) Provide for the timely detection of, response to, and the reporting of security incidents, including on-going incident monitoring with logging. (m) Notify the City within twenty four (24) hour of confirming a security incident that results in the unauthorized access to or the misuse of the City's confidential data and information. (n) Inform the City that any third party service provider(s) meet(s) all of the Requirements. (o) Perform security self-audits on a regular basis and not less frequently than on a annual basis, and provide the required summary reports in the form of an SSAE 16 SOC 2 report on written request. (p) Provide annual audited SSAE 16 / 18 SOC 2 reports of the third parties on written request. DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto Information Security Document Version: V2.5 [11/01/2012] Doc: InfoSec 110 Page 3 of 3 (q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and regulations, the Confidential Information will be accessible only by the Consultant and any authorized third party service provider’s personnel. (r) Perform regular, reliable secured backups of all data needed to maximize availability of the Services. (s) Maintain financial records relating to the Services for a period of three (3) years after the expiration or earlier termination of this Agreement and in a mutually agreeable storage medium. Within thirty (30) days after the effective date of expiration or earlier termination of this Agreement, all of those records relating to the performance of the Services shall be provided to the ISM. (t) Maintain the Confidential Information in accordance with applicable federal, state and local data and information privacy laws, rules and regulations. (u) Provide the capabilities within the system to encrypt fields and designate for encryption. (v) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct, indirect or punitive damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the City’s IT environment, including, without limitation, IT infrastructure communications. Part B. Alternate Requirements: (NONE) DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto General Services Agreement 29 Rev. March 29, 2018 EXHIBIT “F” INFORMATION PRIVACY POLICY [Exhibit “F” as attached.] DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 EXHIBIT “F” Information Privacy Policy Release and Version: 1st Release, Version 2.2 Release Date: 31 January, 2013 Document Classification: Need to Know DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto Information Technology Information Security Services Information Privacy Policy Page 1 of 8 Version 2.2 31 January, 2013 CONTENTS DOCUMENT CONTROLS........................................................................................................................................... 2 CHANGE RECORD .................................................................................................................................................. 2 APPROVAL ............................................................................................................................................................. 2 DISTRIBUTION ........................................................................................................................................................ 2 1. OBJECTIVE ................................................................................................................................................... 3 A) INTENT .......................................................................................................................................................... 3 B) SCOPE .......................................................................................................................................................... 3 C) CONSEQUENCES............................................................................................................................................ 3 D) EXCEPTIONS.................................................................................................................................................. 3 E) MUNICIPAL ORDINANCE .................................................................................................................................. 4 2. RESPONSIBILITIES OF CITY STAFF ................................................................................................................. 4 A) RESPONSIBILITY OF CIO AND ISM .................................................................................................................. 4 B) RESPONSIBILITY OF INFORMATION SECURITY STEERING COMMITTEE ............................................................... 4 C) RESPONSIBILITY OF USERS ............................................................................................................................ 4 D) RESPONSIBILITY OF INFORMATION TECHNOLOGY (IT) MANAGERS .................................................................... 5 E) RESPONSIBILITY OF AUTHORIZATION COORDINATION ...................................................................................... 5 3. PRIVACY POLICY .......................................................................................................................................... 5 A) OVERVIEW..................................................................................................................................................... 5 B) PERSONAL INFORMATION AND CHOICE ............................................................................................................ 5 C) METHODS OF COLLECTION OF PERSONAL INFORMATION .................................................................................. 5 D) UTILITIES SERVICE ......................................................................................................................................... 6 E) PUBLIC DISCLOSURE ...................................................................................................................................... 6 F) ACCESS TO PERSONAL INFORMATION ............................................................................................................. 6 G) SECURITY, CONFIDENTIALITY AND NON-DISCLOSURE ...................................................................................... 6 H) DATA RETENTION / INFORMATION RETENTION ................................................................................................. 7 I) SOFTWARE AS A SERVICE (SAAS) OVERSIGHT ................................................................................................ 7 J) FAIR AND ACCURATE CREDIT TRANSACTION ACT OF 2003 (FACT) .................................................................. 7 4. CONTACTS ................................................................................................................................................... 8 DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto Information Technology Information Security Services Information Privacy Policy Page 2 of 8 Version 2.2 31 January, 2013 DOCUMENT CONTROLS Document Title Information Privacy Policy Location City of Palo Alto Website and SharePoint Document Author Raj Patel Document Manager Raj Patel Contributors Jonathan Reichental, Shiva Swaminathan, Tom Auzenne, Joe Blackwell, Grant Kolling CHANGE RECORD Date Author Version Change Reference 12-Jul-12 Raj Patel 0.01 First draft developed 26-Sep-12 Raj Patel 1.0 First draft released for review 09-Nov-12 Raj Patel 1.5 Updated first draft for review 19-Nov-12 Raj Patel 1.6 Additional updates as identified 22-Nov-12 Raj Patel 1.7 Revised table of content 26-Nov-12 Raj Patel 1.8 Revised followed by review from Jonathan Reichental and Tom Auzenne 6-Dec-12 Raj Patel 1.92 Revised according to comments from Jonathan Reichental 14-Jan-13 Raj Patel 2.0 Revised according to comments from Grant Kolling 31-Jan-13 Raj Patel 2.2 Revised according to recommendations from Information Security Steering Committee APPROVAL Date Name Role Comments 06-Dec-12 Raj Patel Information Security Manager; Information Technology Department Approved 06-Dec-12 Jonathan Reichental CIO; Information Technology Department Approved 06-Dec-12 Tom Auzenne Assistant Director, Utilities Department Approved 14-Jan-13 Grant Kolling Senior Assistant City Attorney; City Attorney’s Office Approved 14-Jan-13 Information Security Steering Committee Sponsor Approved DISTRIBUTION Name Location City of Palo Alto Employees, Service Providers, Residents and Businesses City of Palo Alto Website and SharePoint DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto Information Technology Information Security Services Information Privacy Policy Page 3 of 8 Version 2.2 31 January, 2013 1. Objective The City of Palo Alto (the “City”) strives to promote and sustain a superior quality of life for persons in Palo Alto. In promoting the quality of life of these persons, it is the policy of the City, consistent with the provisions of the California Public Records Act, California Government Code §§ 6250 – 6270, to take appropriate measures to safeguard the security and privacy of the personal (including, without limitation, financial) information of persons, collected in the ordinary course and scope of conducting the City’s business as a local government agency. These measures are generally observed by federal, state and local authorities and reflected in federal and California laws, the City’s rules and regulations, and industry best practices, including, without limitation, the provisions of California Civil Code §§ 1798.3(a), 1798.24, 1798.79.8(b), 1798.80(e), 1798.81.5, 1798.82(e), 1798.83(e)(7), and 1798.92(c). Though some of these provisions do not apply to local government agencies like the City, the City will conduct business in a manner which promotes the privacy of personal information, as reflected in federal and California laws. The objective of this Policy is to describe the City’s data security goals and objectives, to ensure the ongoing protection of the Personal Information, Personally Identifiable Information, Protected Critical Infrastructure Informationand Personally Identifying Information of persons doing business with the City and receiving services from the City or a third party under contract to the City to provide services. The terms “Personal Information,” “Protected Critical Infrastructure Information”, “Personally Identifiable Information” and “Personally Identifying Information” (collectively, the “Information”) are defined in the California Civil Code sections, referred to above, and are incorporated in this Policy by reference. A) INTENT The City, acting in its governmental and proprietary capacities, collects the Information pertaining to persons who do business with or receive services from the City. The Information is collected by a variety of means, including, without limitation, from persons applying to receive services provided by the City, persons accessing the City’s website, and persons who access other information portals maintained by the City’s staff and/or authorized third-party contractors. The City is committed to protecting the privacy and security of the Information collected by the City. The City acknowledges federal and California laws, policies, rules, regulations and procedures, and industry best practices are dedicated to ensuring the Information is collected, stored and utilized in compliance with applicable laws. The goals and objectives of the Policy are: (a) a safe, productive, and inoffensive work environment for all users having access to the City’s applications and databases; (b) the appropriate maintenance and security of database information assets owned by, or entrusted to, the City; (c) the controlled access and security of the Information provided to the City’s staff and third party contractors; and (d) faithful compliance with legal and regulatory requirements. B) SCOPE The Policy will guide the City’s staff and, indirectly, third party contractors, which are by contract required to protect the confidentiality and privacy of the Information of the persons whose personal information data are intended to be covered by the Policy and which will be advised by City staff to conform their performances to the Policy should they enjoy conditional access to that information. C) CONSEQUENCES The City’s employees shall comply with the Policy in the execution of their official duties to the extent their work implicates access to the Information referred to in this Policy. A failure to comply may result in DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto Information Technology Information Security Services Information Privacy Policy Page 4 of 8 Version 2.2 31 January, 2013 employment and/or legal consequences. D) EXCEPTIONS In the event that a City employee cannot fully comply with one or more element(s) described in this Policy, the employee may request an exception by submitting Security Exception Request.The exception request will be reviewed and administered by the City’s Information Security Manager (the “ISM”). The employee, with the approval of his or her supervisor, will provide any additional information as may be requested by the ISM. The ISM will conduct a risk assessment of the requested exception in accordance with guidelines approved by the City’s Chief Information Officer (“CIO”) and approved as to form by the City Attorney. The Policy’s guidelines will include at a minimum: purpose, source, collection, storage, access, retention, usage, and protection of the Information identified in the request. The ISM will consult with the CIO to approve or deny the exception request. After due consideration is given to the request, the exception request disposition will be communicated, in writing, to the City employee and his or her supervisor. The approval of any request may be subject to countermeasures established by the CIO, acting by the ISM. E) MUNICIPAL ORDINANCE This Policy will supersede any City policy, rule, regulation or procedure regarding information privacy. 2. RESPONSIBILITIES OF CITY STAFF A) RESPONSIBILITY OF CIO AND ISM The CIO, acting by the ISM, will establish an information security management framework to initiate and coordinate the implementation of information security measures by the City’s government. The City’s employees, in particular, software application users and database users, and, indirectly, third party contractors under contract to the City to provide services, shall by guided by this Policy in the performance of their job responsibilities. The ISM will be responsible for: (a) developing and updating the Policy, (b) enforcing compliance with and the effectiveness of the Policy; (c) the development of privacy standards that will manifest the Policy in detailed, auditable technical requirements, which will be designed and maintained by the persons responsible for the City’s IT environments; (d) assisting the City’s staff in evaluating security and privacy incidents that arise in regard to potential violations of the Policy; (e) reviewing and approving department-specific policies and procedures which fall under the purview of this Policy; and (f) reviewing Non-Disclosure Agreements (NDAs) signed by third party contractors, which will provide services, including, without limitation, local or ‘cloud-based’ software services to the City. B) RESPONSIBILITY OF INFORMATION SECURITY STEERING COMMITTEE The Information Security Steering Committee (the “ISSC”), which is comprised of the City’s employees, drawn from the various City departments, will provide the primary direction, prioritization and approval for all information security efforts, including key information security and privacy risks, programs, initiatives and activities. The ISSC will provide input to the information security and privacy strategic planning processes to ensure that information security risks are adequately considered, assessed and addressed at the appropriate City department level. DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto Information Technology Information Security Services Information Privacy Policy Page 5 of 8 Version 2.2 31 January, 2013 C) RESPONSIBILITY OF USERS All authorized users of the Information will be responsible for complying with information privacy processes and technologies within the scope of responsibility of each user. D) RESPONSIBILITY OF INFORMATION TECHNOLOGY (IT) MANAGERS The City’s IT Managers, who are responsible for internal, external, direct and indirect connections to the City’s networks, will be responsible for configuring, maintaining and securing the City’s IT networks in compliance with the City’s information security and privacy policies. They are also responsible for timely internal reporting of events that may have compromised network, system or data security. E) RESPONSIBILITY OF AUTHORIZATION COORDINATION The ISM will ensure that the City’s employees secure the execution of Non-Disclosure Agreements (NDA), whenever access to the Information will be granted to third party contractors, in conjunction with the Software as a Service (SaaS) Security and Privacy Terms and Conditions. An NDA must be executed prior to the sharing of the Information of persons covered by this Policy with third party contractors. The City’s approach to managing information security and its implementation (i.e. objectives, policies, processes, and procedures for information security) will be reviewed independently by the ISM at planned intervals, or whenever significant changes to security implementation have occurred. The CIO, acting by the ISM, will review and recommend changes to the Policy annually, or as appropriate, commencing from the date of its adoption. 3. PRIVACY POLICY A) OVERVIEW The Policy applies to activities that involve the use of the City’s information assets, namely, the Information of persons doing business with the City or receiving services from the City, which are owned by, or entrusted to, the City and will be made available to the City’s employees and third party contractors under contract to the City to provide Software as a Service consulting services. These activities include, without limitation, accessing the Internet, using e-mail, accessing the City’s intranet or other networks, systems, or devices. The term “information assets” also includes the personal information of the City’s employees and any other related organizations while those assets are under the City’s control. Security measures will be designed, implemented, and maintained to ensure that only authorized persons will enjoy access to the information assets. The City’s staff will act to protect its information assets from theft, damage, loss, compromise, and inappropriate disclosure or alteration. The City will plan, design, implement and maintain information management systems, networks and processes in order to assure the appropriate confidentiality, integrity, and availability of its information assets to the City’s employees and authorized third parties. B) PERSONAL INFORMATION AND CHOICE Except as permitted or provided by applicable laws, the City will not share the Information of any person doing business with the City, or receiving services from the City, in violation of this Policy, unless that person has consented to the City’s sharing of such information during the conduct of the City’s business as a local government agency with third parties under contract to the City to provide services. DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto Information Technology Information Security Services Information Privacy Policy Page 6 of 8 Version 2.2 31 January, 2013 C) METHODS OF COLLECTION OF PERSONAL INFORMATION The City may gather the Information from a variety of sources and resources, provided that the collection of such information is both necessary and appropriate in order for the City to conduct business as a local government agency in its governmental and proprietary capacities. That information may be gathered at service windows and contact centers as well as at web sites, by mobile applications, and with other technologies, wherever the City may interact with persons who need to share such formation in order to secure the City’s services. The City’s staff will inform the persons whose Information are covered by this Policy that the City’s web site may use “cookies” to customize the browsing experience with the City of Palo Alto web site. The City will note that a cookie contains unique information that a web site can use to track, among others, the Internet Protocol address of the computer used to access the City’s web sites, the identification of the browser software and operating systems used, the date and time a user accessed the site, and the Internet address of the website from which the user linked to the City’s web sites. Cookies created on the user’s computer by using the City’s web site do not contain the Information, and thus do not compromise the user’s privacy or security. Users can refuse the cookies or delete the cookie files from their computers by using any of the widely available methods. If the user chooses not to accept a cookie on his or her computer, it will not prevent or prohibit the user from gaining access to or using the City’s sites. D) UTILITIES SERVICE In the provision of utility services to persons located within Palo Alto, the City of Palo Alto Utilities Department (“CPAU”) will collect the Information in order to initiate and manage utility services to customers. To the extent the management of that information is not specifically addressed in the Utilities Rules and Regulations or other ordinances, rules, regulations or procedures, this Policy will apply; provided, however, any such Rules and Regulations must conform to this Policy, unless otherwise directed or approved by the Council. This includes the sharing of CPAU-collected Information with other City departments except as may be required by law. Businesses and residents with standard utility meters and/or having non-metered monthly services will have secure access through a CPAU website to their Information, including, without limitation, their monthly utility usage and billing data. In addition to their regular monthly utilities billing, businesses and residents with non-standard or experimental electric, water or natural gas meters may have their usage and/or billing data provided to them through non-City electronic portals at different intervals than with the standard monthly billing. Businesses and residents with such non-standard or experimental metering will have their Information covered by the same privacy protections and personal information exchange rules applicable to Information under applicable federal and California laws. E) PUBLIC DISCLOSURE The Information that is collected by the City in the ordinary course and scope of conducting its business could be incorporated in a public record that may be subject to inspection and copying by the public, unless such information is exempt from disclosure to the public by California law. F) ACCESS TO PERSONAL INFORMATION The City will take reasonable steps to verify a person’s identity before the City will grant anyone online access to that person’s Information. Each City department that collects Information will afford access to affected persons who can review and update that information at reasonable times. DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto Information Technology Information Security Services Information Privacy Policy Page 7 of 8 Version 2.2 31 January, 2013 G) SECURITY, CONFIDENTIALITY AND NON-DISCLOSURE Except as otherwise provided by applicable law or this Policy, the City will treat the Information of persons covered by this Policy as confidential and will not disclose it, or permit it to be disclosed, to third parties without the express written consent of the person affected. The City will develop and maintain reasonable controls that are designed to protect the confidentiality and security of the Information of persons covered by this Policy. The City may authorize the City’s employee and or third party contractors to access and/or use the Information of persons who do business with the City or receive services from the City. In those instances, the City will require the City’s employee and/or the third party contractors to agree to use such Information only in furtherance of City-related business and in accordance with the Policy. If the City becomes aware of a breach, or has reasonable grounds to believe that a security breach has occurred, with respect to the Information of a person, the City will notify the affected person of such breach in accordance with applicable laws. The notice of breach will include the date(s) or estimated date(s) of the known or suspected breach, the nature of the Information that is the subject of the breach, and the proposed action to be taken or the responsive action taken by the City. H) DATA RETENTION / INFORMATION RETENTION The City will store and secure all Information for a period of time as may be required by law, or if no period is established by law, for seven (7) years, and thereafter such information will be scheduled for destruction. I) SOFTWARE AS A SERVICE (SAAS) OVERSIGHT The City may engage third party contractors and vendors to provide software application and database services, commonly known as Software-as-a-Service (SaaS). In order to assure the privacy and security of the Information of those who do business with the City and those who received services from the City, as a condition of selling goods and/or services to the City, the SaaS services provider and its subcontractors, if any, including any IT infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, while it performs such services and/or furnishes goods to the City, to the extent any scope of work or services implicates the confidentiality and privacy of the Information. These requirements include information security directives pertaining to: (a) the IT infrastructure, by which the services are provided to the City, including connection to the City's IT systems; (b) the SaaS services provider’s operations and maintenance processes needed to support the IT environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. The term “IT infrastructure” refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate. Prior to entering into an agreement to provide services to the City, the City’s staff will require the SaaS services provider to complete and submit an Information Security and Privacy Questionnaire. In the event that the SaaS services provider reasonably determines that it cannot fulfill the information security requirements during the course of providing services, the City will require the SaaS services provider to promptly inform the ISM. J) FAIR AND ACCURATE CREDIT TRANSACTION ACT OF 2003 CPAU will require utility customers to provide their Information in order for the City to initiate and manage utility services to them. DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto Information Technology Information Security Services Information Privacy Policy Page 8 of 8 Version 2.2 31 January, 2013 Federal regulations, implementing the Fair and Accurate Credit Transactions Act of 2003 (Public Law 108-159), including the Red Flag Rules, require that CPAU, as a “covered financial institution or creditor” which provides services in advance of payment and which can affect consumer credit, develop and implement procedures for an identity theft program for new and existing accounts to detect, prevent, respond and mitigate potential identity theft of its customers’ Information. CPAU procedures for potential identity theft will be reviewed independently by the ISM annually or whenever significant changes to security implementation have occurred. The ISM will recommend changes to CPAU identity theft procedures, or as appropriate, so as to conform to this Policy. There are California laws which are applicable to identity theft; they are set forth in California Civil Code § 1798.92. 4. CONTACTS Information Security Manager: Patel, Raj <Raj.Patel@CityofPaloAlto.org> Chief Information Officer: Reichental, Jonathan <Jonathan.Reichental@CityofPaloAlto.org> Utilities Department: Auzenne, Tom <Tom.Auzenne@CityofPaloAlto.org DocuSign Envelope ID: E765146E-B938-4E24-BF13-5A640BBBBDE3 City of Palo Alto (ID # 10033) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/7/2019 City of Palo Alto Page 1 Summary Title: SAP Upgrade Licensing and Implementation Services Title: Approval of Contract Number C14151181 With SAP Public Services, Inc. for Licensing and Support for the Upgrade of the City’s SAP Enterprise Resource Planning (ERP) System for a One-time Fee of $227,504 and an Annual Support Fee of $50,051; and Approve Contract Number C20175911 With Labyrinth Solutions Inc. (LSI) for Upgrade, Migration, Online Hosting and Support Services, and As-needed Technical/Functional Support Services, for the Upgrade of the City’s SAP ERP System in an Amount Not-to-Exceed $2,585,000 From: City Manager Lead Department: IT Department Recommendation Staff recommends that Council: 1. Approve and authorize the City Manager or his designee to execute the attached contract with SAP Public Services, Inc., for additional licensing and support to include SAP’s HANA software and single sign-on features for a one-time fee of $227,504 and an annual support fee of $50,051 (Attachment B); and 2. Approve and authorize the City Manager or his designee to execute the attached two-year contract with Labyrinth Solutions Inc. (LSI) for upgrade, migration, and online hosting and support services for the upgrade of the City’s SAP ERP system in an amount not-to-exceed $2,585,000, which includes $500,000 for as-needed technical/functional support services to address related, additional but unforeseen work that may develop during the ERP upgrade project (assigned by City-approved written Task Order as provided in the contract) (Attachment A); and 3. Authorize the City Manager to issue a Notice to Proceed to commence the two-year term of the contract with LSI as set by the City based on how soon after Council approval LSI will have its personnel resources available to commence the project, but in no case commencing later than November 15, 2019. Background The City’s history with SAP began in 2002, when the City selected SAP as its preferred vendor for an Enterprise Resource Planning (ERP) system. The purpose was to integrate various business processes City of Palo Alto Page 2 within the City, which enabled Staff to move in the direction of Electronic Government. The SAP system was implemented in 2003 and supports Accounting, Finance, Purchasing, Project Management, Plant Maintenance, Budgeting, Payroll, Human Resource Management, and Service Order Management. In 2009, the City completed a major upgrade and replaced the former utility billing system (Banner) with the SAP Industry Solution Utilities (IS-U) module, which includes Customer Relationship Management, Utilities Customer Electronic Services (also known as My Utilities Account customer portal), and Business Intelligence systems. SAP has become an integral part of the City’s business continuity and supports critical business processes in Finance, Procurement, HR, and Utilities Meter Read, Billing, Payment and Collection modules. Examples of information managed and maintained within the SAP ERP include: • Provides budgetary control over the City’s half billion-dollar budget • Issues 11,000 Accounts Payable checks, processes 2,200 purchase documents, and issues 26,000 payroll checks each year • Generates 370,000 utilities invoices and collects approximately $250 million for 30,500 utilities accounts • Administers 18,000 active customer accounts registered to use “My Utilities Account” for e-bills and online payments • Interfaces with City Business Partners such as Wells Fargo, US Bank, JP Morgan (procurement card services), Green Waste (refuse) as well as other non-SAP City systems The original contract with SAP was signed in 2002. In 2007, a new five-year contract was executed, which expired on December 31, 2012. In 2013, a new three-year contract was executed, which expired on December 31, 2015. In 2016, an amendment extending the contract for three additional years was executed, which expired on December 30, 2018. In 2019 a new two-year contract was executed, which will expire on Dec 31, 2021 (CMR: 9827). Discussion The City’s SAP ERP is a highly complex system with processes integrated between various modules. The ERP system requires a high degree of specialized expertise to provide effective ongoing maintenance and support. The current SAP contract encompasses basic SAP maintenance and support for standard software. This includes, programming defect corrections (i.e. Service Packs), functionality upgrades, and legally mandated enhancements (i.e. HR/Payroll). Staff published an RFP to procure a new ERP in August of 2017 (RFP 169033). The city received thirteen proposals and through a competitive proposal evaluation process, three vendors were shortlisted. After a rigorous bid evaluation process and additional due diligence performed by city staff it was identified that the cost to procure and implement a new ERP was much higher than anticipated. Executive Staff reviewed the staff findings and opportunity cost of implementing a new ERP. The RFP was subsequently cancelled on November 14th, 2018 and the vendors were notified of the cancellation. This was outlined in the Council Information Update item, (Staff Report 9826). City of Palo Alto Page 3 Rather than adopting a new ERP, the city is opting to upgrade its legacy SAP ERP system to SAP’s current HANA software with single sign-on, which will provide a significant step forward in functionality and efficiency for the City’s SAP ERP system. To assist the city in upgrading its existing SAP environment to the latest supported version, City has identified a third-party vendor Labyrinth Solutions Inc (LSI). LSI is an approved CMAS (California Multiple Award Schedule #: 3-19-70-3652A) contractor for the provision of SAP professional services to California state and local agencies. This contract is exempt from competitive solicitation pursuant to Palo Alto Municipal Code section 2.30.360(j), as a cooperative agreement purchase. The city will be contracting with LSI for Phase I of the SAP Upgrade Project as further detailed below. Under the contract with LSI, the plan is for the ERP system to be hosted in a private, third-party cloud (Amazon Web Services) managed by LSI, with LSI providing technical support services. However, under the contract, the city retains the option to determine that the ERP system will be hosted instead in the city’s data center, based on strategic or technical considerations once the implementation process is under way. For example, the ERP system connects with many other city systems, which may make one environment better suited to hosting the ERP. In the event the city exercises its option to host the ERP in its data center, it is anticipated that this election will incur no additional professional services costs to the city under the contract with LSI besides the cost of computer hardware and software to host the production environment, as LSI’s professional services as detailed in the contract will remain materially the same whether the production environment of the ERP takes place in the AWS environment or a city on-premise environment. A review of the hosting alternatives is provided below. Alternative Hosting Implementation Options: 1. All on Cloud – (this is the most likely option, but the final determination will be made during the implementation process, as above) • City staff recommends migrating and hosting all environments in a cloud environment, unless the implementation process indicates that one of the other options will be better suited to host the city’s ERP (as above). Under this option, LSI will manage and assist Staff with the migration of city’s environment to a private, third-party-hosted cloud (Amazon Web Services). The cost for this option is $2,585,000 which includes LSI cloud hosting and support services during the two-year project. Ongoing annual hosting and support fees under this option are approximately $300,000. 2. All on-Premise • In this option all upgraded SAP environments will be hosted in city’s own data center. LSI would provide services to upgrade the SAP environment on city’s data center. The cost for this option is estimated to be $1,500,000. In addition, the city will incur the cost of procuring and installing compatible hardware in the City’s data center. The additional cost will be approximately $1,750,000. The total approximate cost for this option will be $3,250,000. Ongoing annual support fees under this option are approximately $150,000. 3. Non-Production environment hosted in the Cloud and Production environment on-premise • This option is a hybrid of the two above options. LSI will migrate and host the city’s non- production environment to the cloud. Production environment will be hosted in city’s data center and LSI will provide services to upgrade the city’s production environment as well. The cost for this option is $1,998,000. The city will have additional cost of procuring and installing compatible hardware in the city’s data center, this additional cost is approximately $1,500,000. The total cost for this option is estimated to be City of Palo Alto Page 4 $3,498,000. Ongoing annual support fees under this option are approximately $150,000. The execution of the proposed SAP ERP Upgrade project will take place in two consecutive phases: 1. PHASE I – (implemented under the contract with LSI) a. Duration: i. Two years from the date of the Notice to Proceed issued by the City b. Scope: i. Software upgrade to the latest fully supported enhancement package version of SAP software components which provides the ability to enable newer and improved functionalities. ii. Perform functional assessment of business processes in the Finance, Purchasing, Human Resource and Utilities Billing areas. This assessment will identify candidates for future changes and enhancements. iii. Implement SAP Single Sign On feature to enable end users to have seamless login and SAP access experience. iv. Implement SAP Fiori which is the latest evolution of the user interface that will help personalize and simplify the user interface for SAP ERP application. v. Migrate our SAP servers to cloud while reducing the ongoing IT maintenance effort and costs. 2. PHASE II – (to be determined once Phase I is completed, as below) a. Duration: i. To be determined based on requirements identified in the functional assessment conducted as a part of Phase I b. Scope: i. From the functional assessment findings of Phase I, implement high priority changes to enable efficient business processes and improve employee productivity. The one-time cost for Phase II can be determined only after the completion of functional assessment exercise which is included in Phase I. Staff will return to Council for approval of the contract for Phase II. LSI Implementation Services Costs The two-year contract with Labyrinth Solutions Inc. (LSI) for upgrade, migration, and online hosting and support services for the city’s SAP ERP system is for a not-to-exceed amount of $2,585,000, which includes $500,000 for as-needed technical/functional support services to address related, additional but unforeseen work that may develop during the ERP upgrade project (assigned by City-approved written Task Order as provided in the contract). The attached contract details the scope of work, schedule of performance and compensation (Attachment A). SAP Software License Costs City of Palo Alto Page 5 The upgrade to SAP HANA software and single sign-on will incur a one-time charge of $227,504 and an ongoing annual support fee of $50,051 for the SAP HANA and SAP Single Sign On licenses. This will increase the SAP software annual maintenance charges from $247,593 in previous years to $297,644, which will provide the City with upgraded features, enhanced security and additional functionality for City staff. Resource Impact Funding for this contract was budgeted in the Technology Fund as part of the Fiscal Year 2020 Adopted Capital Budget as part of the Enterprise Resource Planning Upgrade Project (TE-19000). Funding for this contract in Fiscal Year 2021 is subject to annual appropriation of funds. Policy Implications Approval of these contracts is consistent with current City policies. Environmental Review This is not a project under the California Environmental Quality Act (CEQA). Attachments: • Attachment A: C20175911_LABYRINTH SOLUTIONS INC • Attachment B: City of Palo Alto- Order Form 11- SAP Executed Page 1 of 6 PURCHASE ORDER C20175911 BETWEEN THE CITY OF PALO ALTO AND LABYRINTH SOLUTIONS INC. This Purchase Order (“Purchase Order”) is entered into as of _____________, 2019, by and between the CITY OF PALO ALTO, a California chartered city and municipal corporation (“City”), and LABYRINTH SOLUTIONS INC. (“CONSULTANT” or “LSI”), pursuant to CMAS # 3-19-70-3652A, for the provision of information technology professional services, cloud computing hosting and support services, and as-needed SAP application technical / functional support services, as detailed in this Agreement (as defined below). This Purchase Order hereby attaches and incorporates each of the below-listed contract documents by reference as though fully set forth herein, and collectively, this Purchase Order and all of the below- listed listed contract documents constitute the “Agreement” between the parties: California Multiple Award Schedules (CMAS) #3-19-70-3652A between the State of California and CONSULTANT (hereinafter also called the “CMAS Contract”); California Multiple Award Schedules (CMAS) Terms and Conditions (hereinafter also called the “CMAS Terms and Conditions”), which includes all the following and each of them: California Multiple Award Schedules (CMAS) General Provisions – Information Technology (Revised and Effective March 15, 2018) (hereinafter also called the “IT General Provisions”); California Multiple Award Schedules (CMAS) State Model Cloud Computing Services Special Provisions (Software as a Service) (hereinafter also called the “SAAS Special Provisions”); California Multiple Award Schedules (CMAS) State Model Cloud Computing Services Special Provisions (Infrastructure as a Service and Platform as a Service) (hereinafter also called the “IAAS and PAAS Special Provisions”); GSA Base Contract # GS-35F-281DA; Statement of Work (hereinafter also called the “SOW”); City of Palo Alto Information Privacy Policy; and City of Palo Alto Vendor Cybersecurity Terms and Conditions. 1.Services to Be Provided; Applicable CMAS Special Provisions. 1.1 Pursuant to this Agreement, CONSULTANT will provide CITY with IT professional services under CMAS 3-19-70-3652A, to implement City’s SAP enterprise resource planning (“ERP”) software system upgrade and migration from an on-premise environment to an online-hosted (“cloud”) environment, and ongoing managed cloud computing hosting and support services in a private cloud for the CITY’s separately-licensed SAP ERP system, as detailed in the Statement of Work. In addition, CONSULTANT will provide SAP application technical / functional support services on an as-needed basis, as detailed in the Statement of Work. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 2 of 6 1.2 The parties understand and agree that the CITY’s ERP system is a cloud-based Software- as-a-Service (SAAS) system which CONSULTANT will host on the internet and support for CITY’s use, with CONSULTANT also providing the Platform-as-a-Service (PAAS) and Infrastructure-as-a-Service (IAAS) services that underlie the ERP SAAS system. CONSULTANT will subcontract with Amazon Web Services (“AWS”) as the means by which CONSULTANT will provide the SAAS, IAAS and PAAS services detailed in this Agreement. 1.3 The parties understand and agree that the cloud computing hosting and support services provided under this Agreement span the definitions of “Cloud Software as a Service (SAAS),” “Cloud Platform as a Service (PAAS),” as well as “Cloud Infrastructure as a Service (IAAS),” as those terms are defined in Sections 1(a), 1(b) and 1(c) of the SAAS Special Provisions, which mirror the definitions of “Infrastructure as a Service (IAAS)” and “Platform as a Service (PAAS)” in Sections 1(d) and 1(g), respectively, of the IAAS and PAAS Special Provisions. 1.4 Given that the IAAS and PAAS services underlie the SAAS services, the parties understand and agree that the IAAS and PAAS Special Provisions shall govern the CONSULTANT’s provision of all of the cloud computing hosting and support services under this Agreement, covering not just CONSULTANT’s provision of the IAAS and PAAS services hereunder but also to the CONSULTANT’s provision of the SAAS services hereunder as well, except as otherwise provided for in the Statement of Work. The parties are making this specification of which Special Provisions are applicable (the IAAS and PAAS Special Provisions, except as otherwise provided for in the SOW) in order to avoid ambiguity under the Agreement. 1.5 Wherever “(For PAAS Only)” or “(For IAAS Only)” appears in the IAAS and PAAS Special Provisions, both such provisions shall apply, given that CONSULTANT is providing both PAAS and IAAS services (as well as SAAS services) as detailed in this Agreement. In the event of a conflict between a “(For PAAS Only)” provision and a “(For IAAS Only)” provision, where it is unreasonable and impracticable for both to apply, the provision that is more protective of City data and systems shall control. 1.6 Nothing provided in this “Services to Be Provided; Applicable CMAS Special Provisions” section alters the Order of Precedence of this Agreement. 2. Acceptance Testing. Acceptance testing for the deliverables to be provided under this Agreement will be as provided for in the Statement of Work. 3. Security Categorization of City Information and Systems. The security requirements designated in this Agreement are assuming a National Institute of Standards and Technology (“NIST”) classification of MODERATE, as defined by Federal Information Processing Standards (“FIPS”) Publication 199. CONSULTANT shall provide all cloud computing hosting and support services under this Agreement in accordance with this security categorization, including without limitation ensuring that its data protection, security and confidentiality obligations hereunder are fulfilled in accordance with this security categorization (for example and without limitation, as required under the IAAS and PAAS Special Provisions, Section 3 (“Data Protection”), CONSULTANT shall fulfill its data protection obligations under NIST Special Publication 800-53 in compliance with the MODERATE security categorization). 4. Order of Precedence. The order of precedence among the contract documents will be as provided for in Section 11 (“CMAS – Order of Precedence”) of the IT General Provisions to this Agreement. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 3 of 6 5.Insurance. 5.1 Consistent with Section 20 (“Insurance”) of the CMAS IT General Provisions, CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit B (“Insurance Requirements”) to this Purchase Order. Exhibit B is hereby attached and incorporated into this Purchase Order by reference as though fully set forth herein. CONSULTANT and its subcontractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability, automobile policy or policies, and any other policies as specified in Exhibit B. 5.2 All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 5.3 Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 5.4 The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. 6.Term. The term of the Agreement shall commence on the date provided in the Notice to Proceed issued in writing by the CITY as provided for in the section entitled “Schedule of Performance” in the Statement of Work, and shall continue for twenty-four (24) months thereafter, unless terminated earlier as provided for in this Agreement. 7.Not to Exceed Compensation. The compensation to be paid to CONSULTANT for performance of the Services described in this Agreement shall not exceed Two Million Five Hundred Eighty-Five Thousand Dollars ($2,585,000) as further broken down and detailed in the Statement of Work, in accordance with the terms and conditions of this Agreement. 8.Amendment. The parties may only amend this Agreement in a writing that is executed by the authorized representatives of the parties pursuant to Section 33 (“Contract Modification”) of the IT General Provisions and approved as required under the Palo Alto Municipal Code. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 4 of 6 Signatures of the Parties IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO ____________________________ City Manager (Required on contracts over $85,000) Purchasing Manager (Required on contracts over $50,000) Contracts Administrator (Required on contracts under $50,000) APPROVED AS TO FORM: __________________________ City Attorney or designee (Required on Contracts over $25,000) LABYRINTH SOLUTIONS INC. Officer 1 By: Name: Title: Officer 2 (Required for Corp. or LLC) By: Name: Title: DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 9/18/2019 Nader Tirandazi Executive Vice President Shyam Jajodia Page 5 of 6 EXHIBIT B INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, PRODUCTS/COMPLETED OPERATIONS AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 YES TECHNOLOGY ERRORS AND OMISSIONS LIABILITY COVERAGE. THE POLICY SHALL AT A MINIMUM COVER PROFESSIONAL MISCONDUCT OR LACK OF REQUISITE SKILL FOR THE PERFORMANCE OF SERVICES DEFINED IN THE CONTRACT AND SHALL ALSO PROVIDE COVERAGE FOR THE FOLLOWING RISKS: (i) NETWORK SECURITY LIABILITYARISING FROM UNAUTHORIZED ACCESS TO, USE OF, OR TAMPERING WITH COMPUTERS OR COMPUTER SYSTEMS, INCLUDING HACKERS, EXTORTION, AND (ii) LIABILITY ARISING FROM INTRODUCTION OF ANY FORM OF MALICIOUS SOFTWARE INCLUDING COMPUTER VIRUSES INTO, OR OTHERWISE CAUSING DAMAGE TO THE CITY’S OR THIRD PERSON’S COMPUTER, COMPUTER SYSTEM, NETWORK, OR SIMILAR COMPUTER RELATED PROPERTY AND THE DATA, SOFTWARE AND PROGRAMS THEREON. CONTRACTOR SHALL MAINTAIN IN FORCE DURING THE FULL LIFE OF THE CONTRACT. THE POLICY SHALL PROVIDE COVERAGE FOR BREACH RESPONSE COSTS AS WELL AS REGULATORY FINES AND PENALTIES AS WELL AS CREDIT MONITORING EXPENSES WITH LIMITS SUFFICIENT TO RESPOND TO THESE OBLIGATIONS. ALL DAMAGES $5,000,000 $5,000,000 YES CYBER AND PRIVACY INSURANCE. SUCH INSURANCE SHALL INCLUDE COVERAGE FOR LIABILITY ARISING FROM COVERAGE IN AN AMOUNT SUFFICIENT TO COVER THE FULL REPLACEMENT VALUE OF DAMAGE TO, ALTERATION OF, LOSS OF, THEFT, DISSEMINATION OR DESTRUCTION OF ELECTRONIC DATA AND/OR USE OF CONFIDENTIAL INFORMATION, “PROPERTY” OF THE CITY OF PALO ALTO THAT WILL BE IN THE CARE, CUSTODY, OR CONTROL OF VENDOR, INFORMATION INCLUDING BUT NOT LIMITED TO, BANK AND CREDIT CARD ACCOUNT INFORMATION OR PERSONAL INFORMATION, SUCH AS BUT NOT LIMITED TO NAME, ADDRESS, SOCIAL SECURITY NUMBERS, PROTECTED HEALTH INFORMATION OR OTHER PERSONAL IDENTIFICATION INFORMATION, STORED OR TRAMSITTED IN ELECTRONIC FORM. ALL DAMAGES $5,000,000 $5,000,000 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 6 of 6 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 NO PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 1 of 63 STATEMENT OF WORK This Statement of Work (“SOW”) is an incorporated attachment to the Purchase Order entered into by and between the CITY OF PALO ALTO (“CITY”) and LABYRINTH SOLUTIONS INC. (“CONSULTANT”), pursuant to CMAS 3-19-70-3652A, with regard to the upgrade, migration, online hosting and support of the CITY’s SAP ERP system, as detailed in this SOW and subject to the provisions of the Agreement, as defined in the Purchase Order. SERVICES TO BE PROVIDED CONSULTANT shall provide City with IT professional services pursuant to CMAS 3-19-70-3652A, to implement City’s SAP enterprise resource planning (“ERP”) software system upgrade and migration from an on-premise environment to an online-hosted (“cloud”) environment, and shall provide City with ongoing managed cloud computing hosting and support services in a private cloud for the City’s separately-licensed SAP ERP system, as detailed in this Statement of Work (“SOW”), in accordance with the terms and conditions of the Agreement between the parties, as defined in the Purchase Order executed by the parties, to which this SOW is an incorporated attachment. CONSULTANT will provide cloud computing hosting and support services for the CITY’s ERP software system, which the CITY separately licenses from SAP. The ERP system is a SAAS system which CONSULTANT will host and support for CITY’s use, with CONSULTANT also providing the PAAS and IAAS services that underlie the ERP SAAS system. CONSULTANT will subcontract with Amazon Web Services (“AWS”) for use of AWS’s infrastructure as a means by which CONSULTANT will provide the PAAS and IAAS services that underlie the SAAS services. Application server sizing and a network diagram for the ERP system private cloud environment are summarized graphically in APPENDIX B (“APPLICATION SERVER SIZING AND NETWORK DIAGRAM”), which is hereby attached and incorporated into this SOW in full by reference as though fully set forth herein. CONSULTANT’s update and migration services, cloud computing hosting and support services, and as-needed SAP application technical / functional support services in relation to the CITY’s ERP system encompasses all of the software, applications and systems that interface with the CITY’s SAP ERP system. Such interfaces are listed in APPENDIX C (“LIST OF SAP INTERFACES”), which is hereby attached and incorporated into this SOW in full by reference as though fully set forth herein. The Service Level Agreement (“SLA”) for the cloud computing hosting and support services will be as provided in APPENDIX D (“SERVICE LEVEL AGREEMENT”), which is hereby attached and incorporated into this SOW in full by reference as though fully set forth herein. All Project activities will be conducted either remotely or at City of Palo Alto, CA. TASK SUMMARY TABLE ID Description Details 1 Migration Services to Private Cloud Private Cloud Migration services provided for Production and non- Production SAP environments. 2 Cloud Computing Hosting and Support Services for City’s SAP Migration to the CONSULTANT Private Cloud, followed by continued private cloud-computing hosting and support services for the City’s separately-licensed SAP ERP software system for Production and non- DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 2 of 63 ID Description Details ERP, encompassing Software as a Service (“SAAS”), Platform as a Service (“PAAS”), and Infrastructure as a Service (“IAAS”) Production SAP environments, with such cloud computing hosting and support encompassing a hybrid of SAAS, PAAS, and IAAS services, as those terms are defined in the CMAS Terms and Conditions (pursuant to sections 1(a), 1(b) and 1(c) of the Cloud Computing Services Special Provisions (Software as a Service)). CONSULTANT shall manage the City’s separately-licensed SAP ERP software system in a private cloud and be responsible for security, uptime, updates, support, and other services as detailed in the CMAS Terms and Conditions, this SOW and the SLA. 3 Technical SAP Installations, Upgrades and Migrations •Technical Upgrade and Migration of SAP ECC ERP 6.0 EHP2 to Suite on HANA (SAP ECC6.0 EHP 8.0) for SBX, DEV, QAS, PRD, and a new STAGE server; {5 servers} •Technical Upgrade and Migration of SAP BW to BW on HANA for ABAP DEV, QAS, PRD, and a new STAGE server; {4 servers} •Technical Upgrade and Migration of SAP BW to BW on HANA for JAVA DEV, QAS, PRD, and a new STAGE server; {4 servers} •Technical Upgrade and Migration of SAP CRM 2007 Dual-Stack ABAP & JAVA to CRM to HANA for DEV, QAS, PRD, and a new STAGE server; {4 servers} •Technical Upgrade and Migration of SAP Enterprise Portal 7.0 (ESS/MSS) JAVA-based to HANA for DEV, QAS, PRD, and a new STAGE server; {4 servers}; •Technical Upgrade and Migration of SAP Gateway to HANA for DEV, QAS, PRD, and a new STAGE server; {4 servers}; •Technical Upgrade and Migration of SAP NWDI to HANA for PRD; {1 server}; •Technical Upgrade and Migration of SAP Solution Manager to HANA for PRD; {1 server}; •New installation of SAP Fiori servers for DEV, QAS, PRD, and STAGE; {4 servers}. 4 Configuration of Solution Manager 7.2 Monitoring services Included: Monitoring services to be configured, as well as LMDB configuration, SLD setup, Early Watch report configuration. Excluded: Business Process Monitoring. Change Management. 5 Functional Review and Assessment: Procurement, FICA, HR & Payroll, IS-Utilities (“ISU”), CRM Two-week assessment followed by a Summary report with findings and recommendations. Provide fixes to all and any functional process which fail and/or have exceptions due to technical upgrade 6 SAP Fiori Application deployment Up to 20 standard fiori applications delivered, and 10 custom Fiori / UI5 applications. 7 SAP Training services Training services to be provided for the upgraded landscape, and new DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 3 of 63 ID Description Details functionality deployed as needed. • Business Process Documentation and How to Videos for Functional End users. • EHP 8.0 and HANA administration Training for SAP BASIS and SAP Developers 8 SAP Single Sign-On services Single Sign-On services to be configured for the city’s SAP Landscape 9 SAP Cloud Computing Hosting and Support Services Included: Ensuring systems are up and performing as per SLA, backups are performed regularly, troubleshoot any system crashes, recover databases if necessary, applying operating system and database patches as needed, transports, SAP application monitoring, day to day Basis support, security, applying OSS notes. Also included will be SAP HR legal patch applications, and SAP Support packs. Excluded: SAP software upgrades (supplied separately by licensor) 10 SAP Application Technical / Functional support services SAP application technical / functional support services, including functional [Finance, HR, Payroll, ISU, CRM], and technical [Basis, BW, Security, Portal etc.] support services, on an as needed basis, to resolve any upgrade-specific issues (as further detailed under “Included in SAP Application Technical / Functional Support Services”, below). 11 Interface Ensure all existing interfaces to SAP ECC are mapped to the upgraded environment, troubleshoot any failures. 12 Data Migration Included will be all services in the process of moving data, applications or other business elements to the CONSULTANT Cloud Computing environment. 13 Exceptions and Fixes CONSULTANT will support and provide fixes to any technical or functional issues which are due to the technical upgrade for the SAP applications in scope 14 Business Process Documentation and Training For those Business Processes and Procedures that may experience a change as a result of the upgrade or addition of the Fiori application, consultant support is required to assist with the documentation of the business process and training of employees. For examples, but not limited to these processes that may experience a change: Employee Entry of Timecard using Fiori; the Payroll Process and Schedule as a result of reduced processing time; and Utilities Customer Service CRM improvements. RACI Table for Project Activities A RACI table for Project activities is provided below, delineating the roles and responsibilities of the parties. Key: R = Responsible, A = Accountable, C = Consulted, I = Informed R = Responsible – means those who do the work to complete the task. A = Accountable – means the one ultimately answerable for the correct and thorough completion of the deliverable or task, the one who ensures the prerequisites of the task are met and who delegates the DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 4 of 63 work to those responsible. In other words, an accountable must sign off (approve) work that responsible provides. C = Consulted – means those whose opinions are sought, typically subject matter experts; and with whom there is two-way communication. I = Informed – means those who are kept up-to-date on progress, often only on completion of the task or deliverable; and with whom there is just one-way communication. Activity CONSULTANT CITY Project Oversight & Management R A Development of Project Preparation documentation: Project Preparation deliverables R A Project Management Strategy R A Implementation/Migration Plan R A Enterprise Reporting Tool Strategy R A Data Management and Archiving Strategy R A Train-the-Trainer program R A, C Migration Services to Private Cloud R A, C Cloud Computing Hosting Cost R A, C Technical SAP Installations, Upgrades and Migrations: SAP Database Migration Option (“DMO”) process R A, C Training and Knowledge Transfer R A, C Development of Testing Plans C, I R, A Development of Migration Cutover Plan R A, C Development of the DMO Runbooks R A, C SAP HANA DMO Migration Preparation R A, C SAP HANA DMO Migration Execution R A, C SAP HANA DMO Post-Migration Support R A, C Execution of Regression Testing R R, A Documented Test and Performance Results R R, A Defect Resolution R A, C Training and Knowledge Transfer R A, C Configuration of Solution Manager 7.2 Monitoring services R A, C Functional Assessment: Procurement, FICA, HR & Payroll, ISU, CRM R C SAP Fiori Application deployment R A, C SAP Training services R A, C SAP Single Sign-On services R A, C SAP ERP Cloud Computing Hosting Support Services R A, C, I DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 5 of 63 Activity CONSULTANT CITY Technical Upgrade Change Control Process R, A A, C, I Production Change Control R A, C Production Support R A, C Go-Live Support Scope of Services Go-Live support is the work required to complete the cutover and Go-Live. Go-live tasks to be performed by CONSULTANT for the period are described in the table below. “Go-Live” is defined as the first-time CITY uses the cloud-hosted ERP system to process data in CITY’s live production environment. Phase/Deliverable Go Live Support Services Upgrade and Migration of the SAP Applications to the SAP HANA platform. CONSULTANT personnel will be onsite immediately after the Go-Live Date for a minimum of 2 weeks. SAP Fiori Application deployment CONSULTANT personnel will be onsite immediately after the Go-Live Date for a minimum of 2 weeks. SAP Single Sign-On services CONSULTANT personnel will be onsite immediately after the Go-Live Date for a minimum of 2 weeks. Post Go-Live Support Scope of Services Post Go-Live support is the work required after completion of the cutover and Go-live. Post Go-Live tasks to be performed by CONSULTANT for the period are described in the table below. Phase/Deliverable Post Go Live Support Services Core Financial Management • General operational post go-live onsite support, including support of the following key activities. Procurement Post Go-Live Support • The first two (2) live AP (Accounts Payable) check run(s). • The first (1) live GL (General Ledger) month end close. The first two (2) live AP check run(s) and first (1) live General Ledger (GL) month end close Go Live Support will not exceed forty-five (45) calendar days after the first day transactions are able to be entered for live production purposes. CAFR Post Go-Live Support Support the first CAFR generation. First Financial Year-End Support Post Go-Live Support Support the first Financial Year-End process. The first Financial Year-End support do not affect the milestone payment or holdback schedules as defined within this SOW. Budgeting and Planning Post Go-Live Support General operational post-live support. During cut-over planning, CONSULTANT will work with CITY to determine precisely how the available hours will be distributed. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 6 of 63 Phase/Deliverable Post Go Live Support Services First Budget Cycle Post Go-Live Support Support the first Budget Cycle. These hours expire 12 months after system is available for live transaction entry. First Budget Cycle support do not affect the milestone payment or holdback schedules as defined within this SOW. Contract Management, Sourcing, and Supplier Management Post Go-Live Support General operational post-live onsite support. During cut-over planning, CONSULTANT will work with CITY to determine precisely how the available hours will be distributed. Human Capital Management, Payroll, and WFM Post Go-Live Support General operational post-live onsite support, including support of the following key activities. • The first (1) weekly, biweekly and monthly payroll run. The first (1) weekly, biweekly and monthly payroll run Post Go Live Support will not exceed thirty (30) calendar days after the first day transactions are able to be entered for live production purposes. First Misc. HR Processes Post Go-Live Support Support the following HR processes. • The first (1) payroll quarter end • The first (1) payroll year end • The first (1) payroll new year • The first (1) AP year end Application Management Services (AMS) Services Post Go-Live support AMS services will include: Ensuring systems are up and performing as per SLA, backups are performed regularly, troubleshoot any system crashes, recover databases if necessary, applying operating system and database patches as needed, transports, SAP application monitoring, day to day Basis support, security, applying OSS notes. Also included will be SAP HR legal patch applications, and SAP Support packs. SAP application support will include functional [Finance, HR, Payroll, ISU, CRM], and technical [Basis, BW, Security, Portal etc.], as needed, to resolve any upgrade specific issues. Utilities Meter-to -Cash business processes and CRM. Post Go-Live Support General operational post-live onsite support, including support of the following key activities. - Customer and Account Creation - Meter Reading Download and Upload Processes - Billing and Invoicing processes - Creation of Invoice - Inbound and outbound payments - Transfer from FICA to GL - Credit Collections: Dunning and Write-off process - Customer Move-Out - Check-run process DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 7 of 63 Security Scope of Services For purposes of this section, Security Scope is the use of software, hardware, and procedural methods to protect systems, applications and Data from external threats and enforce internal data access policies. In addition CONSULTANT’s other security obligations under this Agreement, CONSULTANT will perform the following activities, deliverables and responsibilities detailed in the table below. Activity/Deliverable Responsible Method Assumptions Landmark Config. Console and Security Workshop CONSULTANT will deliver onsite, CITY to attend Private Training CITY security administrators responsible for creation of user accounts and their governance and management to participate. Security overview and Project kick off mtg. CONSULTANT Onsite Entire Project team (CONSULTANT & CITY) will participate. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 8 of 63 PROJECT APPROACH Upgrade Approach CONSULTANT’s upgrade methodology will be used as the overall governing methodology for all Project related work for the Project activities associated with implementing the upgrade and migration services for the CITY’s ERP system under this Agreement. This section describes what is to be delivered as to these services during the Project, which party is responsible for that work/task, and how the work is to be performed. Project Governance Project governance is a key element of effective project management. The following governance processes and assumptions shall apply for this Project: 1. Project Management Plan: A Project Management Plan (PMP) will be developed and maintained by CONSULTANT throughout the course of the Project and will govern how the Project will be run in terms of Project and Project management controls and processes, including scope management, work management, risk, stakeholder management, issue and problem management, communication management, staff management, configuration management and quality management. Such PMP shall be developed and maintained in consultation with CITY and provided that CITY approves of the PMP in accordance with this Agreement. 2. Project Sponsorship and Executive Involvement: CITY will assign one or more Sponsors and will designate a Steering Committee. The role of the Executive Sponsor and Steering Committee will be DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 9 of 63 to lead setting the goals and scope of the Project, and over-arching Project leadership and decision making, including: ▪ Assume ultimate responsibility for the CITY’s Project team. ▪ Communicate Project directives and objectives. ▪ Provide timely and effective resolution to issues escalated by the Project team. ▪ Designate and assure commitment of resources throughout the Project to support Project success. ▪ Determine Project priorities (as needed, if not specified in this Statement of Work) and approve/deny any changes to Project scope in accordance with the Change Order process detailed below in this Statement of Work and in accordance with the “Amendments” section of the Purchase Order to this Agreement. ▪ Provide final review and approval of Project deliverables and milestones as provided for in this Agreement. ▪ Monitor Project quality and integrity with respect to business goals. ▪ Provide leadership and support to Project team members. ▪ Identify and communicate any issues of concern throughout the course of the Project. ▪ Participate in monthly Steering Committee meetings. ▪ Be available to the Project to resolve issues that the Project management team cannot resolve in a timely manner, in accordance with the provisions of this Agreement. 3. Monthly Steering Committee Reports and Meetings: Steering Committee meetings comprised of CONSULTANT and CITY senior management will occur on a minimum monthly frequency and upon request by CONSULTANT or CITY within two (2) weeks of notice to review the status of the Project and provide escalation and decision-making as needed. A Steering Committee Status Report may outline high level Project progress, health, status, risks, issues, and decisions and barriers requiring the attention of the Steering Committee. 4. Weekly Status Reports and Meetings: A weekly Project status report will be issued, and weekly status meetings will occur for at least one (1) hour every week. Additional meetings will occur as mutually agreed between the CONSULTANT Project Manager, CITY Project Manager and key Project participants. The status report and associated meeting will focus on overall Project status and deliverables, issues/at risk items, key decisions, Project plan review/updates, escalations, and overall Project status as compared to plan. 5. Project Issue Escalations: From time-to-time, issues that are impacting Project progress will arise that require urgent CITY attention. The CONSULTANT Project Manager will act as the point of escalation in these circumstances, and the following turnaround times from CITY’s Project team are requested, where feasible: ▪ Urgent questions/requests where Project progress is being impacted but is not halted – 5 business days. ▪ Critical questions/requests where Project progress is blocked –2 business days. 6. Project Change Control Process: Deviations that arise during the proposed Project will be managed using the Project Change Control Process outlined below. Changes could include, but are not limited to, changes in costs, timing, scope, or deliverables. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 10 of 63 The Change Control Process will be invoked before any unplanned or out-of-scope work is executed or any work is completed outside CITY’s regular business hours. Any additional effort/costs because of such work would be subject to the following Change Control Process. If either party believes that a change to this Statement of Work is necessary, such party shall issue to the other party a written change request (“Change Request”). In the case of a Change Request is initiated by either party, both parties will mutually evaluate the feasibility of the Change Request as soon as practical following receipt and determine the impact to the Project cost and timelines. CONSULTANT shall provide CITY a written statement (a “Change Response”) describing in detail: ▪ Any additional Services to be performed because of the Change Request. ▪ The estimated cost associated with such additional Services. ▪ Any other information relating to the Change Request that may reasonably be requested by CITY. CITY shall respond promptly to any CONSULTANT-initiated Change Request. If CITY approves a CONSULTANT initiated Change Request or a Change Response, such Change Request or Change Response shall be deemed to be a “Change Order” only if it is executed in writing by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as detailed in the “Amendments” section of the Purchase Order. The CONSULTANT Project Manager and the CITY Project Steering Committee and/ or CITY Project Sponsor will put forward any Change Order approved by the CITY under this Change Control Process for review and approval by the CITY as provided for in the “Amendments” section of the Purchase Order. The Project Schedule shall be adjusted accordingly, as applicable, for any approved and executed Change Order. If CITY rejects a CONSULTANT-initiated Change Request, or any Change Response, CONSULTANT shall fulfill its obligations as provided in this Statement of Work without delay. Unless and until a Change Order is approved and executed by the CITY, CONSULTANT is responsible to fulfill its obligations under this Agreement. Notwithstanding the foregoing, in the event of a conflict between the provisions of this “Project Change Control Process” section of this Statement of Work and the provisions of any other contract document of this Agreement, the conflict will be resolved in accordance with Section 11 (“Order of Precedence”) of the IT General Provisions (defined in the Purchase Order). Project Governance Assumptions and CITY Obligations ▪ CONSULTANT and CITY will manage the Project in accordance with this Agreement, including work planning, activity and resource planning and budgetary tracking. ▪ CITY and CONSULTANT will each assign a Project Managers. The CITY Project Manager will be responsible for coordinating with the CITY Project team and for coordinating Project activities with the CONSULTANT Project Manager. ▪ CITY Project Manager will coordinate all communication with CITY personnel and provide a central communication channel for the Project with the CONSULTANT Project Manager. Testing Within the upgrade methodology, testing encapsulates a key set of activities designed to validate the designed processes, application configuration, and system build. The upgrade methodology also includes DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 11 of 63 a clear understanding of objectives and CONSULTANT versus CITY roles and responsibilities. These testing requirements during each test phase are critical since each phase is the culmination and acceptance of many predecessor activities. In addition to over-arching test planning, test-related activities for each test phase include the following: ▪ Test Planning, including security designs and implementation testing ▪ Development of Test Scenarios/Scripts ▪ Execution of Test Scenarios/Scripts ▪ Documentation of Test Results ▪ Test Issue Resolution ▪ Test Phase Sign-off The following outlines how testing will be approached for this Project, along with test-related roles and responsibilities: CONSULTANT will create an overall test plan that identifies all the general areas required for testing in consultation with CITY, for CITY’s approval. CITY will create a detailed, step-by-step set of test scripts in consultation with CONSULTANT, for CITY’s approval. CONSULTANT will be on-site for portions of testing to help resolve issues in a timely manner. CONSULTANT will execute any additional required testing, either on site or remotely. In addition, CITY -will execute additional testing while CONSULTANT provides remote support as needed. Defect Severity Level Definitions The following severity level definitions apply to the testing phase: Severity Level 1 Defects – Production Down/Critical. The production instance of the Licensed Software is not available, or the Licensed Software is available, but a critical application failure has occurred, and business processes are halted. There are no workarounds available. Severity Level 2 Defects – High. The operation of the Licensed Software or a critical business process or is impaired, causing a serious disruption of a major business function, a serious impact on daily functions or processing, and there is no acceptable workaround. Testing Phase Definitions Installation Test Phase – This phase is the most basic testing phase and its testing scenarios focus on validating installation success. Upon successful completion of the installation test plan, this testing phase will be deemed a success. CONSULTANT will be performing this activity. Unit Testing Phase – Unit testing validates individual units or components of custom code. Regardless of the system, units are generally considered to be the smallest parts of an application that can be tested for their functionality. Unit testing validates that the individual custom components are fit-for-use and function correctly to meet the relevant technical specifications. Unit Testing will be performed by CITY Staff for in-scope items. Conversion Validation Testing – Conversion validation testing means testing the conversion of legacy data through the business process driven by the software functionality. These tests ensure an entire business process works according to specification. CITY is responsible for the validation of any and all converted data with support from CONSULTANT on as needed basis DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 12 of 63 Integration Testing – Integration Testing validates the integration of multiple units of custom code or components. Integration testing validates that when the individual custom components are combined, the interfaces between the individual units or components function correctly per the technical specifications. Integration Testing will be performed by the same CONSULTANT personnel responsible for development. CONSULTANT in consultation with CITY shall be responsible to perform integration testing for all developed in-scope interfaces under this Statement of Work and applicable third-party software. System Integration Testing – 1. System Integration Testing includes testing the business processes tested during System Testing but tested in a complete end-to-end manner. Number of Test Iterations: 1 full system integration test. For areas jointly identified as being affected by Severity Level 1 Defects and Severity Level 2 Defects, such identified areas will be re- tested until all such Defects are removed. CONSULTANT will conduct such testing. 2. Load Testing, Stress Testing, Endurance Testing, Network Testing. CONSULTANT will conduct Load Testing, Stress Testing, Endurance Testing, Network Testing. CONSULTANT will install the tool, configure it, execute the aforementioned tests, and remove everything when the license period or term of the Agreement is over if so requested by CITY. Performance Validation Services Performance Validation will subject the system to a standard to heavy load measured as volume of users, data, active processes, and transactions. Any performance bottlenecks should be identified and investigated during Performance Validation. Performance Validation Use cases specify the detailed steps or instructions that should be executed to conduct Performance Validation. The Performance Validation Scripts should also define the simulated load or stress that will be applied to the system during each step of the Use case and can be performed automatically or manually. Typically, Performance Validation is an iterative approach and is performed using a series of Use cases that are performed to first establish a benchmark and then repeated against the CITY’s data to validate that the applications, system configuration, and network are “go live” ready. CONSULTANT shall perform all Performance Validation activities. Performance Validation Activities CONSULTANT will perform the following Performance Validation activities: ▪ Establish performance benchmark ▪ Establish a performance reporting standard and review process with CITY ▪ Identify 2-time windows of peak load on the application ▪ Enable required monitors on OS, DB and application levels ▪ If there are specific issues, reproduce while monitoring ▪ Collect traces for the defined time windows ▪ Analyze the traces and identify potential bottlenecks ▪ Identify possible reasons and remedies for bottlenecks DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 13 of 63 ▪ High level tuning on application, DB or OS level parameters ▪ Documentation of observations, reasons, remedies and recommendations ▪ Multi-tenant software will not be performance tested Roles and Responsibilities for Cloud Computing Hosted Environment Testing Roles and responsibilities for testing the ERP system private cloud-hosted environment will be shared between CONSULTANT and/or CITY as indicated in the table below. Category Performance item CITY CONSULTANT Shared Software Application Performance X Software Standard Components X Software Custom Components X Infrastructure Server Performance X Infrastructure Client Desktop Requirements X Infrastructure On Premise Network Devices X Infrastructure Wireless Customer Networks X Infrastructure VPN (if required) X Infrastructure Remote Site Connectivity X Process Performance Requirements X Process Extensibility Performance X Process Testing prior to go-live X Process Performance Monitoring X Performance Testing Assumptions and Obligations: ▪ Required access will be provided by the CITY to enable the traces and monitor the application. ▪ CONSULTANT shall ensure the necessary performance testing of non-multi-tenant software is completed before Go-Live. The same pre-Go Live metrics shall be tested to monitor post-Go Live performance. User Acceptance Testing – User Acceptance Testing is the final phase of testing. Number of Test Iterations: 1 full system integration test. For areas jointly identified as being affected by Severity Level 1 Defects and Severity Level 2 Defects, such identified areas will be re-tested until all such Defects are removed. CITY will conduct User Acceptance Testing. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 14 of 63 RACI For Testing Activities A RACI table for testing activities is provided below, showing the roles and responsibilities of the parties. Key (as above): R = Responsible, A = Accountable, C = Consulted, I = Informed Activity CONSULTANT CITY Create Test Plan R R Prepare System for Testing R R Perform Application Data Loads R C Test and Verify Application Data Loads R R Migrate Security to Test Environment R C Test and Verify Security Setup R R Provide base scripts for each business process included in Conference Room Pilot R I Propose test templates to be included in testing R I Create Test Scripts C, I R Execute Test Scripts C, I R Resolve Issues identified during testing R A, C, I Document Issues and Resolutions R R Programmer Unit Testing R I DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 15 of 63 Project Deliverables and Activities Required for Acceptance Throughout the course of the Project, many deliverables will be created, and activities performed. The deliverables or activities listed in the tables below are identified as the subset of deliverables and activities required for the acceptance process. Planning Phase – This phase is where the Project team gathers or confirms the program requirements. The team also defines or confirms the high-level To-Be Business Process flows and categorizes the requirements within the MoSCoW list (Must Have, Should Have, Could Have, Won’t Have). Planning Phase: Deliverable Name Deliverable Definition Primary Party Responsible Format Project Management Plan (“PMP”) Central planning document for the program. The Project Management Plan defines how the Project will be executed and managed. Subsidiary management plans include: 1. Scope Management Plan 2. Schedule Management Plan 3. Quality Management Plan 4. Human Resource Management Plan 5. Communications Management Plan 6. Risk Management Plan 7. Issue Management Plan 8. Stakeholder Management Plan 9. Project Document Management & Version Control Plan CONSULTANT Word Project Schedule Central planning document for the Project. Project Schedule management will be performed on a level that is appropriate for monitoring of discrete activity status and percent completion. The Project Schedule will contain all activities that are required for the Project completion. Assignment of CONSULTANT and CITY Project team members will be at the lowest level of activity definition. Reasonable work estimates will be at the lowest level of activity definition. Plan defines how the Project will be executed and managed along with subsidiary management plans appropriate to the Project. CONSULTANT will provide initial Project Schedule. CITY and CONSULTANT will be responsible for updating jointly. MS Project and PDF Business Process Analysis Business Process Analysis conducted with CITY Functional Leads to validate business process requirements and current state. CONSULTANT PDF and Visio DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 16 of 63 Planning Phase: Deliverable Name Deliverable Definition Primary Party Responsible Format Technical Team Training Strategy/Plan The IT Team Training Strategy/Plan includes: a detailed schedule for all the IT training activities including security training. (Training locations and dates); a detailed listing of the types of courses to be offered; and a list of training locations and dates. CONSULTANT Word Core Functional Team Training Plan The Core Project Team Training Plan includes: a definition of the methods, techniques and approach to be taken for implementing the Project Team Training; a summary of the expected level of effort of City and the CONSULTANT resources; a detailed schedule of all Project Team Training courses and locations; and a list of who is responsible for delivering each training course. CONSULTANT Word Communication Plan Definition of the methods, techniques and approach to be taken for project communications. Shared Responsibility Word Capability Transfer Plan A detailed description of the methods, techniques and approach to transfer knowledge from CONSULTANT to City project team staff. CONSULTANT Word Testing Strategy Document The Testing Strategy Document is a formal description and documentation of the types of testing that will occur during the project, who will be executing the tests, and how the results for each testing type will be documented. CONSULTANT Word Design Phase – This phase is where the Project team completes the Business Process flows, builds the prototypes, and validates the prototype through one or more Conference Room Pilots (CRPs). The team also uses the Elaboration Phase to conduct a series of Data Action Labs where it focuses on defining values for various master tables within the system. Note, these deliverables are repeated for each project phase. Design Phase: Deliverable Name Deliverable Definition Primary Party Responsible Format Current State Process Models Review City’s current state process documentation highlight opportunities for improvement. CONSULTANT Visio + Word Core Project Team Training Delivered Required on premise functional project team training delivered. CONSULTANT Training DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 17 of 63 Design Phase: Deliverable Name Deliverable Definition Primary Party Responsible Format To-Be Process Workshops A series of workshops during which CONSULTANT functional consultants will present preliminary Future- State “To-Be” business processes incorporating best practices and implementing opportunities for improvement as identified and documented in the Current State analysis. CONSULTANT Visio + Word Future State Process (To-Be) Design Documentation A collection of process diagrams generated in Visio that documents the future business processes (systemic and manual) used by the City to complete the ERP solution. Each business process is a collection of activities designed to produce a specific output for a City customer/user. The emphasis of each process flow is on how the work will be completed in CONSULTANT ERP and identified third party products. Each flow will document work activities with a beginning, an end, and clearly defined inputs and outputs. CONSULTANT Visio + Word Requirements Traceability Matrix A mapping of City’s Functional and Technical Requirements Matrix to the design documents and test cases and for the functionality to be implemented in the new application software or to the software gaps identified. CONSULTANT Excel Conference Room Pilot (CRP) Plan and Schedule The Fit/Gap analysis will be completed through a conference room pilot. A detailed schedule of the Conference Room Pilot (CRP) sessions, which lists the required attendees, equipment required, and agenda for each session for all applications included in this phase. CITY Word Excel Conference Room Pilot Scripts/Test Cases The step by step scripts will be developed for CRP based on the approved Future State business processes (To Be). Scripts will be developed and pre- tested. CONSULTANT Word Executed Conference Room Pilot A document which identifies the following: final approved business process step by step; business issues (e.g., policy and authority); RICE element(s) required to resolve gaps. CONSULTANT Word Instance Management Plan Facilitates configuration management involving all CONSULTANT instances to be used during the implementation phase, including Test, Training, and Development. CONSULTANT Word DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 18 of 63 Design Phase: Deliverable Name Deliverable Definition Primary Party Responsible Format Reporting Strategy/Plan The objectives of this document are to provide a high- level overview of the reporting architecture for the implementation of CONSULTANT ERP and identified third party products. The baseline for the reporting strategy will be facilitated through CONSULTANT’s Standard Reports Gap tool, which identifies gaps between the hundreds of standard CONSULTANT reports and City requirements. CONSULTANT Word Workflow and Enhancements Plan This document describes the policy and procedures that the Project will follow during the project that govern application development for Enhancements and Workflows. CONSULTANT Word Interface Strategy and Plan The Interface Strategy and Plan document defines the requirements, scope, objectives, and strategy for the City interface development effort. CONSULTANT Word Data Conversion Plan The Conversion Strategy and Plan document defines the requirements, scope, objectives, and strategy for the City project conversion effort. CONSULTANT Word End User Training Matrix The End User Training Matrix is a tool provided by CONSULTANT, to help with planning End-User training. CONSULTANT Excel Approved Development Items Comprehensive inventory of RICE (Reports, Interfaces, Conversions, and Enhancements) objects identified because of the technical assessment activities. Indicates assignment responsibilities for functional and technical designs, and development. The final version of the Approved Development Items will be generated after the CRP (fit/gap) is complete. CONSULTANT Excel System Design Documentation A document, which shows the configuration parameters for each module within the application and technology products where configuration is completed and applicable to the delivered design. CONSULTANT Excel Application Configuration Plan The Application Configuration/Plan document includes the following components: a definition of the methods, techniques and approach to be taken for configuring the application; a summary of the expected level of effort of City and the CONSULTANT resources for Application Configuration; a list of the objectives/goals for the Application Configuration activity; a detailed list of all the activities to be performed within this area; new procedures documented for the new processes; a detailed CONSULTANT Word DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 19 of 63 Design Phase: Deliverable Name Deliverable Definition Primary Party Responsible Format schedule for all of the Application Configuration activities; and a list of who is responsible for each activity Functional Specifications for conversions, interfaces, reports, workflow etc. A detailed description of each extension, workflow, reports, conversions, interfaces, and web integration, including title, associated business requirement, detailed description, processing alternatives, and unit Test Plan for all applications included in the proposed solution. CONSULTANT Word Build Phase – This phase is where the Project team takes the confirmed business process flows, the results of the CRPs, and the Data Action Labs and configures and builds the final system prior to Testing. Note, these deliverables are repeated for each project phase. Build Phase: Deliverable Name Deliverable Definition Primary Party Responsible Format Technical Design Specs – Conversions This document describes the design specification standards adopted by the City for conversions associated to CONSULTANT ERP and identified third- party applications. CONSULTANT Word Technical Design Specs – Interfaces This document defines the technical components required to implement customization, enhancements, and interfaces. This technical design document compliments the functional design specification document. CONSULTANT, for items identified as CONSULTANT’s responsibility, City for all others. Word Technical Design Specs – Workflows and Enhancements This document defines the technical components required to implement Workflows and Enhancements. This technical design document compliments the functional design specification document. CONSULTANT, for items identified as CONSULTANT’s responsibility, City for all others. Word Technical Design Specs – Custom Reports This document defines the technical components required to implement custom reports. This technical design document compliments the functional design specification document. CONSULTANT, for items identified as CONSULTANT’s responsibility, City for all others. Word DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 20 of 63 Build Phase: Deliverable Name Deliverable Definition Primary Party Responsible Format Application Security Design/ Architecture The purpose of the Application Security Architecture document is to describe the approach being taken to secure access to information and key systems for the CITY within the scope of the project in accordance with CITY security and compliance standards and guidelines. CONSULTANT Word Code – Conversions The final coded object for each data conversion. CONSULTANT Various, generally IPA Code – Interfaces The final coded object for each interface. CONSULTANT, for items identified as CONSULTANT’s responsibility, City for all others. Various, generally IPA Code – Custom Reports The final coded object for each custom report. CONSULTANT, for items identified as CONSULTANT’s responsibility, City for all others. Various Unit Test Report The Unit Test Report document includes the following components: a list of unit test application results of RICE and any open items. CONSULTANT Word Testing Phase – This phase involves data conversions, performance testing and user acceptance testing and concludes with a Go-Live event. Note, these deliverables are repeated for each project phase. Testing Phase: Deliverable Name Deliverable Definition Primary Party Responsible Format Integration System Test (IST) Plan The purpose of the Integration System Test (IST) Plan is to define a standard approach for testing that can be used for the CONSULTANT ERP and third-party products inclusive of regression testing. The Integration System Test Plan is intended to define a common set of terms, components, target dates and approaches for carrying out the activities necessary for successful implementation. CONSULTANT TO DEFINE WITH CITY’S ASSISTANCE Word, Excel Integration System Test Schedule This document describes the steps and timing required to take the CONSULTANT ERP and third- party products from the completion of unit tests through integration test. CONSULTANT TO DEFINE WITH CITY’S ASSISTANCE Word DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 21 of 63 Testing Phase: Deliverable Name Deliverable Definition Primary Party Responsible Format Integration System Test Scripts Detailed testing scripts which will be used to execute the Integrated System Test plan. CONSULTANT TO DEFINE WITH CITY’S ASSISTANCE Word Configured IST Environment Build the IST environment, inclusive of all RICE components, configurations, and data necessary to conduct the user acceptance test. Joint Responsibility Various Executed Integration System Test Execution of all test scripts and the recording of the results for each script. Defects related to completed configuration or CONSULTANT developed Reports, Interfaces, Conversions, Enhancements (RICE) components will be logged. CITY Excel User Acceptance Test (UAT) Plan The purpose of the UAT Test Plan is to define a standard approach for testing that can be used for the CONSULTANT ERP and third-party products. The UAT Test Plan is intended to define a common set of terms, components, target dates and approaches for carrying out the activities necessary for successful implementation of Functional and Technical req’ts. CONSULTANT TO DEFINE WITH CITY’S ASSISTANCE Word User Acceptance Test Schedule This document describes the steps and timing required to take the CONSULTANT ERP and third- party products from the completion of unit tests through user acceptance testing. CONSULTANT TO DEFINE WITH CITY’S ASSISTANCE Word User Acceptance Test Scripts Detailed testing scripts which will be used to execute the User Acceptance Test plan. JOINT RESPONSIBILITY Word Configured UAT Environment Build the UAT environment, inclusive of all RICE components, configurations, and data necessary to conduct the user acceptance test. JOINT RESPONSIBILITY Various Executed User Acceptance Test Execution of all test scripts and the recording of the results for each script. Defects related to completed configuration or CONSULTANT developed Reports, Interfaces, Conversions, Enhancements (RICE) components will be logged. CITY Excel DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 22 of 63 Activation Phase: This phase involves the period immediately after Go-Live where the Project team supports the end user and IT organization as they take complete ownership of the system, plan for the future, and wind down the Project team. Note, these deliverables are repeated for each project phase. Activation Phase: Deliverable Name Deliverable Definition Primary Party Responsible Format Organizational Support Structure Ongoing support is a critical success factor for any implementation. As part of this deliverable, the following tasks will be performed: Recommend realignment of organization structure to support new technology (multi-level help desk, ongoing education, user groups, ongoing project office, enhancement/ development requests, change control process, etc.). Determine roles of IT and business owners for a sustainable support model. The support strategy will be drafted towards end of design, and then modified accordingly as the project progresses and will be the foundation for long-term support. CITY MS Word Rollout Strategy and Plan This rollout strategy and plan defines coordination and execution of the requirements during the transition to the new system in each phase. CONSULTANT Word Post Production Support Strategy and Plan This post production support strategy and plan define coordination and execution of the tasks required after the CONSULTANT system is live. Joint Responsibility Word Processing Schedules A detailed description of the daily, nightly, weekly, monthly, or quarterly processing schedule for the applications (i.e. job sequence, etc.) Joint Responsibility Excel Cutover Plan This is the detailed checklist of activities and readiness required to transition into production CONSULTANT Excel Executed Cutover Plan Execution of the Detailed Cutover Plan to a Live Operational System. Joint Responsibility n/a Period End / Year End Closing Scripts The period and year end scripts outline the process for closing the various CONSULTANT subsystems in the appropriate sequence. This will include any third-party integration dependencies. CONSULTANT Word Post Implementation and Phase Acceptance Obtain final signoff that CONSULTANT has provided postproduction support services and assisted the City team with resolving issues and questions after go-live. CONSULTANT Word DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 23 of 63 Acceptance Criteria and Final Acceptance Acceptance of Deliverables. For purposes of acceptance of the Services (or phases and milestone Deliverables thereof), the parties intend to use the following staged acceptance procedure (“Acceptance Criteria”). No payment shall be payable under this Statement of Work until CITY accepts the Deliverables of the Services as per this process. (i) Written Deliverable: CONSULTANT shall submit interim drafts (stamped, noted or otherwise clearly marked “Draft”) of a written deliverable to CITY for review. CITY agrees to review and provide comments to CONSULTANT on each interim draft within five (5) business days after receiving it from CONSULTANT unless the CITY requires a longer approval period. CITY will have the opportunity to review the written Deliverable for a further acceptance period of five (5) business days after delivery of the final version (stamped, noted or otherwise clearly marked “Final Draft”) of the written deliverable unless the CITY requires a longer approval period (the “Acceptance Period”). CITY agrees to notify CONSULTANT in writing by the end of the Acceptance Period either stating that the written Deliverable is accepted in the form delivered by CONSULTANT, describing in reasonable detail any substantive deficiencies that must be corrected prior to acceptance of the written Deliverable, or stating the longer time period by which CITY will provide one of the aforementioned responses. When CITY delivers to CONSULTANT a notice of deficiencies, CONSULTANT will promptly correct the described deficiencies and return to CITY for acceptance as per this Acceptance Criteria. CITY will not unreasonably withhold, delay or condition its approval of a final written Deliverable. CONSULTANT is responsible for tracking status of each Deliverable including but not limited to the date in which it was submitted to CITY and date returned. If CITY provides no notice of deficiencies within thirty (30) days of the receipt pf the written deliverables or the Acceptance Period (whichever is longer), the CONSULTANT shall notify CITY that CONSULTANT is awaiting CITY’s response. There shall be no automatic or “by default” acceptance of Deliverables, only acceptance in writing by CITY as detailed herein. (ii) Services Deliverable: Acceptance testing is an iterative process designed to determine whether each component of the CONSULTANT and non-CONSULTANT Software combined with related Services delivered by CONSULTANT (“Services Deliverable”) performs as required under this Agreement and in accordance with the functions described in the licensor’s documentation for the ERP system’s various components, to discover and remove material deviations (Severity Level 1 and Severity Level 2 Defects) where the Services Deliverable does not substantially perform the functions as required (“Defect” or (“Defects”) through repeated testing cycles performed as stated in the Project Management Plan (developed in the Planning Phase, as detailed above). CONSULTANT will work with CITY and make a good faith effort to develop a test plan with the requisite Software Services Deliverable and to test each Software Services Deliverable (the “Acceptance Tests” or “Acceptance Testing”). The “Acceptance Test Period” for each Services Deliverable will be mutually agreed upon between CONSULTANT and CITY per the Project Schedule (developed in the Planning Phase, as detailed above), after the Services Deliverable is installed at CITY’s designated site and CONSULTANT has successfully completed CONSULTANT’s test environment and notified CITY that the Services Deliverable is ready for Acceptance Testing. CONSULTANT will not be obligated to deliver a Services Deliverable to CITY until CITY demonstrates the readiness of the target technical platform and environment. If CITY determines during the Acceptance Test Period that the private cloud ERP system contains a Severity Level 1 or Severity Level 2 Defect, CITY will promptly send CONSULTANT a written notice (email is acceptable in this instance) reporting the alleged Defect describing it to CONSULTANT in sufficient DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 24 of 63 detail reasonably necessary for CONSULTANT to recreate it. CONSULTANT will within one (1) business day acknowledge receipt of such written notice and within five (5) business days therefrom fix the reported Defect (or as per a longer mutually agreed timeline) and/ or provide CITY approved acceptable workaround to CITY for re-testing. CITY will then re-test the modified portions of the Services Deliverable after receiving the modifications from CONSULTANT. In such a case, CONSULTANT and CITY will mutually agree upon an updated Acceptance Test Period. By the end of the Acceptance Test Period CITY will provide CONSULTANT with a final written list reporting any outstanding deficiencies (Severity Level 1 or Severity Level 2 Defects) (the “Punch List”). CITY will then have twenty (20) business days after the receipt of the modifications to re-test the modified Software Services Deliverable to confirm that the deficiencies that were reported on the Punch List have been removed. If any deficiency that was reported on the Punch List has not been removed, CITY will provide CONSULTANT with written notification by the end of the retesting period reporting any such deficiency. In such event, the procedures set forth in this section will be repeated for the remaining deficiency on the Punch List. If CITY provides no notice of deficiencies within 30 days of the receipt of the Services Deliverable or the Acceptance Test Period, whichever is longer, the CONSULTANT shall notify CITY that CONSULTANT is awaiting CITY’s response. There shall be no automatic or “by default” acceptance of Deliverables, only acceptance in writing by CITY as detailed herein. CONSULTANT and CITY each agrees to work diligently to achieve acceptance of the Deliverables at the earliest possible date. ADDITIONAL PROJECT ROLES AND RESPONSIBILITIES Go-Live Responsibilities Activity CONSULTANT CITY CONSULTANT with support from CITY functional support team and key users will provide first line support to CITY end users. R A, C CONSULTANT personnel will support the CITY process owners and key users with resolution of process questions and provide application assistance where required. R A CONSULTANT will resolve any issues due to the upgrade identified during and post go-live R A, C Project Governance Responsibilities Activity CONSULTANT CITY Define, Develop, Implement and Monitor Project Governance and Implementation Methodology R A Identify, Define, Monitor, Maintain and Report Inter-Project Dependencies R A, C Develop Project Report (Status, Issues, Risks, Financials, etc.) as a part of Project Governance Process R C Escalate Project Related Matters Needing Attention R C DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 25 of 63 Perform Project Management Functions/Implement Project Governance R R, for items identified as CITY’s responsibility, CONSULTANT for all others. Act as Primary Point of Contact for Project Communication R A Manage Program Resources, Resolve Personnel Issues, Fix Problems R A, C Identify, Discuss, Review, Verify and Implement Deliverable Acceptance Criteria R C Facilitate Business Workflow, Workshops, and Pilots R C Provide Licensed Software (includes in scope 3rd party software) Knowledge and Expertise During Life Cycle Phases of the Project R I Assist in Platform and Infrastructure Definition, Design, Implementation and Support R C Ensure Infrastructure and Configuration Availability for the Team C R Liaison Between Project Team and Business Users C R Define, Develop, Implement, Support End User Training Plan R C Resolve Business User Conflicting Priority Between Job Roles and Project Support (Availability) C R Prepare Executive Steering Committee Report and Respond to Executive Queries C R Provide Timely Response and Acceptance of Project Deliverables C R Provide Technical Expertise in Support of Interfaces and Infrastructure R C CITY will coordinate facilities and availability of CITY resources for all required testing of the Licensed Software prior to deployment. C R It is assumed that, at the time of the implementation, the CITY will be active on CONSULTANT Support with regards to the licenses being implemented. C R All Project activities will be conducted either remotely or at CITY office(s) in City of Palo Alto, CA C R CONSULTANT may conduct onsite quality assurance reviews over the course of the Project. CITY will be invited to participate in the reviews if they are conducted. CONSULTANT will provide a verbal and written debrief to the CITY at the conclusion of each review R C CONSULTANT Project Management Team Key Personnel (i) CONSULTANT agrees to assign and make available the following individuals as key personnel (“Key Personnel”) for providing Services under this Services Agreement: 1. Project Sponsor Nader Tirandazi 2. Project Quality Assurance Johannes Lombard 3. Project Manager Barbara Giacoppo DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 26 of 63 4. SAP HANA Technology QA Kiran Naik 5. SAP BW/4HANA Technology QA Kiran Mehendale 6. FICA Functional Lead [to be determined] 7. HR Functional Lead [to be determined] 8. ISU/CRM Functional Lead [to be determined] 9. Lead Developer/Architect (ABAP, JAVA & FIORI) [to be determined] The parties agree that the above-mentioned Key Personnel will provide Services to CITY under this Agreement. Further, that such Key Personnel will be removed and/ or replaced by CONSULTANT from this Agreement only upon mutual consent or upon CITY’ request as provided in the IT General Provisions to this Agreement and/ or if any of such Key Personnel is no longer employed (whether full-time or part- time) and/ or engaged as a contractor or sub-contractor by CONSULTANT during term of the Agreement. In case any of the above Key Personnel is required to be replaced, CONSULTANT shall within ten (10) business days make available alternative personnel with an individual having a similar or better skillset then the individual being replaced, for consideration by the CITY. (ii) If a Key Personnel or another project team member or Contractor of CONSULTANT is, in the opinion of CITY, uncooperative, inept, incompetent, or otherwise unacceptable, CITY shall give CONSULTANT a notice of its dissatisfaction with Key Personnel or another project team member of CONSULTANT. At City’s sole discretion, the parties may follow the dispute resolution procedure set out in the Agreement to resolve any issues with the performance of such individual(s). If CITY opts for this process, but is not satisfied, CONSULTANT agrees to remove such individual(s) from the project as set forth in the IT General Provisions. In the event of such a removal, CONSULTANT shall, within ten (10) business days make available alternative personnel(s) with a similar or better skillset then the individual(s) being replaced, for consideration by the CITY. (iii) CONSULTANT shall provide a list of its project team, who will be assigned to perform Services under this Agreement, to CITY at least six (6) weeks in advance of the Services to be provided by such project team, so that a timely replacement can be made if required by CITY. The parties will finalize the CONSULTANT project team providing Services under a Task Order (as provided in this Statement of Work) at least two (2) weeks in advance of the effective date of a Task Order. (iv) During the term of this Work Order, CITY shall have a right to review the resumes and/ or interview (in-person or otherwise) any such CONSULTANT employee or Contractor employee providing Services to CITY. CITY shall have the right in its reasonable discretion to disapprove the provision of Services by any CONSULTANT representative (including contractors) by providing CONSULTANT with notice of any disapproved representative within five (5) business days of receipt of the CONSULTANT representative’s name and resume from CONSULTANT. CONSULTANT will be obligated to promptly replace the disapproved CONSULTANT representative (including contractors). CITY Project Resource Requirements There are several activities that are required to be completed in timely manner by CITY in order for the project to stay on track. A delay in CITY actions (e.g. availability of key users, executive sponsorship, key decisions, development, migration, timely execution of tasks, etc.), may impact execution of project tasks by CONSULTANT. CITY will provide the necessary resources to complete the assigned activities. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 27 of 63 PAYMENT SCHEDULE CITY agrees to pay CONSULTANT fees of for the ERP update and migration services described in this Statement of Work, in accordance with the provisions of this Agreement. CITY shall pay the fee(s) as set forth below. Fees include travel and living expenses for the CONSULTANT Team. All deliverables require written acceptance from the CITY prior to invoicing in accordance with the Acceptance Process set forth in “Acceptance criteria and final acceptance” above. Milestone Payment schedule for ERP update and migration services deliverables: MILESTONE TABLE: Begin Month (estim.) Invoice Month (estim.) Milestone Number Description Milestone Payment Not to Exceed* Project Management: $15,000 Jun-19 Jul-19 1 Project Initiation Call $5,000 Jun-19 Jul-19 1 Project Management Plan $5,000 Jun-19 Jul-19 1 Project Schedule $5,000 Project Strategies: $30,000 Jun-19 Jul-19 2 Technical Team Training Plan $5,000 Jun-19 Jul-19 2 Functional Team Training Plan $5,000 Jun-19 Jul-19 2 Change Management Plan $5,000 Jun-19 Jul-19 2 Communication Plan $5,000 Jun-19 Jul-19 2 Capability Transfer Plan $5,000 Jun-19 Jul-19 2 Testing Strategy Document $5,000 Jun-19 Aug-19 3 Migration Services to Private Cloud $155,000 Jun-19 Jun-19 4 Cloud Computing Hosting and Support Services: Instance reserve upfront payment $300,000 Sep-19 Feb-20 HANA: Installations, Technical Upgrade and Migrations: $660,000 SAP ECC to SAP Suite on HANA Upgrade and Migration: $350,000 Sep-19 Oct-19 5 Sandbox (“SBX”) $125,000 Nov-19 Nov-19 6 Development (“DEV”) $85,000 Dec-19 Dec-19 7 Quality Assurance (“QAS”) $60,000 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 28 of 63 Begin Month (estim.) Invoice Month (estim.) Milestone Number Description Milestone Payment Not to Exceed* Jan-20 Jan-20 8 Stage (“STAGE”) $40,000 Feb-20 Feb-20 9 Production (“PRD”) $40,000 SAP BW to SAP BW on HANA Upgrade and Migration: ABAP and JAVA: $130,000 Nov-19 Nov-19 10 Development (“DEV”) $55,000 Dec-19 Dec-19 11 Quality Assurance (“QAS”) $35,000 Jan-20 Jan-20 12 Stage (“STAGE”) $20,000 Feb-20 Feb-20 13 Production (“PRD”) $20,000 Technical Upgrade and Migration of SAP CRM 2007 Dual-Stack ABAP & JAVA to CRM to HANA for DEV, QAS, PRD, and a new STAGE server; {4 servers}: $40,000 Nov-19 Nov-19 14 Development (“DEV”) $10,000 Dec-19 Dec-19 15 Quality Assurance (“QAS”) $10,000 Jan-20 Jan-20 16 Stage (“STAGE”) $10,000 Feb-20 Feb-20 17 Production (“PRD”) $10,000 Technical Upgrade and Migration of SAP Enterprise Portal 7.0 (ESS/MSS) JAVA-based to HANA for DEV, QAS, PRD, and a new STAGE server; {4 servers}: $40,000 Nov-19 Nov-19 18 Development (“DEV”) $10,000 Dec-19 Dec-19 19 Quality Assurance (“QAS”) $10,000 Jan-20 Jan-20 20 Stage (“STAGE”) $10,000 Feb-20 Feb-20 21 Production (“PRD”) $10,000 Technical Upgrade and Migration of SAP Gateway to HANA for DEV, QAS, PRD, and a new STAGE server; {4 servers}: $40,000 Nov-19 Nov-19 22 Development (“DEV”) $10,000 Dec-19 Dec-19 23 Quality Assurance (“QAS”) $10,000 Jan-20 Jan-20 24 Stage (“STAGE”) $10,000 Feb-20 Feb-20 25 Production (“PRD”) $10,000 Technical Upgrade and Migration of SAP NWDI to HANA for PRD; {1 server}: $10,000 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 29 of 63 Begin Month (estim.) Invoice Month (estim.) Milestone Number Description Milestone Payment Not to Exceed* Feb-20 Feb-20 26 Production (“PRD”) $10,000 Technical Upgrade and Migration of SAP Solution Manager to HANA for PRD; {1 server}: $10,000 Feb-20 Feb-20 27 Production (“PRD”) $10,000 New installation of SAP Fiori servers for DEV, QAS, PRD, and STAGE; {4 servers}: $40,000 Sep-19 Oct-19 28 Development (“DEV”) $10,000 Dec-19 Dec-19 29 Quality Assurance (“QAS”) $10,000 Jan-20 Jan-20 30 Stage (“STAGE”) $10,000 Feb-20 Feb-20 31 Production (“PRD”) $10,000 Dec-19 Feb-20 32 Configuration of Solution Manager 7.2 includes Monitoring services $50,000 Sep-19 Oct-19 33 Functional Assessment: includes the areas Procurement, FICA, Payroll, ISU, CRM $45,000 Nov-19 Jan-20 34 SAP Fiori Application deployment $60,000 Jan-20 Feb-20 35 SAP Training $50,000 Sep-19 Jan-20 36 SAP Single Sign-On $120,000 Total Not-to-Exceed Amount (amounts in bold only; non-bolded amounts are sub-amounts)) $1,485,000 *NOTE: The cost to the City of the IT professional services to be provided by CONSULTANT to implement City’s ERP software system upgrade and migration from an on-premise environment to a cloud environment are fixed costs based on achievement of milestones / deliverables, not based on time and materials. If the timeline by which CONSULTANT achieves the required milestones / deliverables is delayed, this shall be at no additional cost to the City. This note is a substantive portion of this SOW. Cloud Computing Hosting and Support Services and As-Needed Technical / Functional Support Services Not-to-Exceed Amounts: The not-to-exceed amounts for the fixed costs for cloud computing hosting and support services and the variable costs for as-needed SAP application technical / functional support services are provided in the table below. Type of Service Fixed / Variable (as-needed) Monthly (not to exceed) Annual (not to exceed) Two-Year period (not to exceed) Cloud Computing – Hosting Fixed $12,500 $150,000 $300,000 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 30 of 63 Cloud Computing – Support Services Fixed $12,500 $150,000 $300,000 Subtotals $25,000 $300,000 $600,000 SAP Application Technical / Functional Support Services* Variable (as- needed) $20,833.33 $250,000 $500,000 Total Not-to-Exceed Amounts $45,833.33 $550,000 $1,100,000 * NOTE: the parties understand and agree that any unspent amount within the total not-to-exceed amount allocated for SAP Application Technical / Functional Support Services may be rolled over from a previous to a subsequent time period during the term of this Agreement, provided that the total allocated amount is not exceeded. This note is a substantive portion of this SOW. Total All Services and Deliverables: Two-Year Fixed and Variable Cost Not-to-Exceed Amounts A summary of the not-to-exceed amounts for all services and deliverables, including all fixed cost and variable-cost services and deliverables, are provided in the table below. Type of Service Two-Year period (not to exceed) Fixed Costs (not to exceed) Milestone Deliverables (ERP Upgrade and Migration Professional Services) $1,485,000 Cloud Computing – Hosting $300,000 Cloud Computing – Support Services $300,000 Subtotal Fixed Costs $2,085,000 Variable Costs (not to exceed) SAP Application Technical / Functional Support Services (as-needed; not to exceed the amount provided in this table) $500,000 Total – Fixed and Variable Costs (not to exceed) $2,585,000 Included in Cloud Computing Hosting and Support Services: In providing cloud computing hosting and support services under this Agreement, CONSULTANT shall ensure that all systems and applications are up and performing as per the Service Level Agreement (SLA) below, backups are performed regularly, and will troubleshoot any system crashes, including without limitation recovering databases if necessary, and will apply operating system and database patches as needed, and will conduct transports, SAP application monitoring, day to day Basis support, security, applying OSS notes, applying HR Support packs and SAP application specific support packs. Included in SAP Application Technical / Functional Support Services: SAP application technical / functional support services will include functional [Finance, HR, Payroll, ISU, CRM], and technical [Basis, BW, Security, Portal etc.] support, on an as-needed basis, upon approval by City, to resolve any upgrade-specific issues. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 31 of 63 All as-needed SAP application technical / functional support services must be authorized by CITY pursuant to a Task Order assigned and executed by CITY’s Chief Information Officer. Each Task Order shall be in substantially the same form as EXHIBIT A-1 (“PROFESSIONAL SERVICES TASK ORDER”), which is hereby attached and incorporated into this Statement of Work by reference as though fully set forth herein. Each Task Order shall designate a task-specific CITY Project Manager (if different from the CITY’s Project Manager for this Agreement) and shall contain a proposed scope of work, schedule of performance and compensation amount, in accordance with this Agreement. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in this Agreement for such services. CONSULTANT shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in this Agreement for such services. All as-needed SAP application technical / functional support services authorized will be billed at CONSULTANT’s rates provided in APPENDIX A (“RATE SCHEDULE FOR SAP APPLICATION TECHNICAL / FUNCTIONAL SUPPORT SERVICES”) below, which is hereby attached and incorporated into this Statement of Work in full by reference as though fully set forth herein. PROJECT ASSUMPTIONS The Project assumptions are as follows: • Private Cloud Hosting provided for Production and non-Production SAP environments. • Private Cloud Migration services provided for Production and non-Production SAP environments. • The technical SAP Installations, Upgrades and Migrations are limited to the following: o Technical Upgrade and Migration of SAP ECC ERP 6.0 EHP2 to Suite on HANA for SBX, DEV, QAS, PRD, and a new STAGE server; {5 servers} o Technical Upgrade and Migration of SAP BW to BW on HANA for ABAP DEV, QAS, PRD, and a new STAGE server; {4 servers} o Technical Upgrade and Migration of SAP BW to BW on HANA for JAVA DEV, QAS, PRD, and a new STAGE server; {4 servers} o Technical Upgrade and Migration of SAP CRM 2007 Dual-Stack ABAP & JAVA to CRM to HANA for DEV, QAS, PRD, and a new STAGE server; {4 servers} o Technical Upgrade and Migration of SAP Enterprise Portal 7.0 (ESS/MSS) JAVA-based to HANA for DEV, QAS, PRD, and a new STAGE server; {4 servers}; o Technical Upgrade and Migration of SAP Gateway to HANA for DEV, QAS, PRD, and a new STAGE server; {4 servers}; o Technical Upgrade and Migration of SAP NWDI to HANA for PRD; {1 server}; o Technical Upgrade and Migration of SAP Solution Manager to HANA for PRD; {1 server}; o New installation of SAP Fiori servers for DEV, QAS, PRD, and STAGE; {4 servers}. • Configuration of Solution Manager 7.2 includes Monitoring services only; • The Functional Assessment includes the areas Procurement, FICA, HR & Payroll, ISU, CRM for a duration of 2 weeks; • The SAP Fiori Application deployment is limited as follows: o Up to 20 standard delivered Fiori / UI5 applications; o Up to 10 custom Fiori / UI5 applications. • SAP Cloud Computing Hosting and Support Services are defined as follows: DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 32 of 63 o Included: Ensuring systems are up and performing as per SLA, backups are performed regularly, troubleshoot any system crashes, recover databases if necessary, applying operating system and database patches as needed, transports, SAP application monitoring, day to day Basis support, security, applying OSS notes. o Excluded: SAP software upgrades (supplied separately by licensor) • SAP Application Technical / Functional support services are defined as follows: o SAP application support will include functional [Finance, HR, Payroll, ISU, CRM], and technical [Basis, BW, Security, Portal etc.] support services, on an as needed basis, to resolve any upgrade-specific issues (as further detailed under “Included in SAP Application Technical / Functional Support Services”, below). PROJECT DELIVERABLES 1. Project Documentation a. Solution Requirement Specifications (SRS) b. Solution Design (Architecture) c. Deployment and configuration document d. Project Management Plan e. Project Schedule f. Communication Plan g. Risk Management Plan h. Issue Tracker i. Testing Plan and Testing Templates j. Knowledge base and training documentation 2. Private Cloud Hosting provided for Production and non-Production SAP environments. 3. Private Cloud Migration services provided for Production and non-Production SAP environments. 4. The technical SAP Installations, Upgrades and Migrations to AWS LSI managed cloud are limited to the following: a. Technical Upgrade and Migration of SAP ECC ERP 6.0 EHP2 to Suite on HANA for SBX, DEV, QAS, PRD, and a new STAGE server; {5 servers} b. Technical Upgrade and Migration of SAP BW to BW on HANA for ABAP DEV, QAS, PRD, and a new STAGE server; {4 servers} c. Technical Upgrade and Migration of SAP BW to BW on HANA for JAVA DEV, QAS, PRD, and a new STAGE server; {4 servers} d. Technical Upgrade and Migration of SAP CRM 2007 Dual-Stack ABAP & JAVA to CRM to HANA for DEV, QAS, PRD, and a new STAGE server; {4 servers} e. Technical Upgrade and Migration of SAP Enterprise Portal 7.0 (ESS/MSS) JAVA-based to HANA for DEV, QAS, PRD, and a new STAGE server; {4 servers}; f. Technical Upgrade and Migration of SAP Gateway to HANA for DEV, QAS, PRD, and a new STAGE server; {4 servers}; g. Technical Upgrade and Migration of SAP NWDI to HANA for PRD; {1 server}; h. Technical Upgrade and Migration of SAP Solution Manager to HANA for PRD; {1 server}; i. New installation of SAP Fiori servers for DEV, QAS, PRD, and STAGE; {4 servers}. 5. Configuration of Solution Manager 7.2 includes Monitoring services only; 6. The Functional Assessment includes the areas Procurement, FICA, HR & Payroll, ISU, CRM for a duration of 2 weeks; 7. The SAP Fiori Application deployment is limited as follows: DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 33 of 63 a. Up to 20 SAP delivered Fiori / UI5 applications; b. Up to 10 custom Fiori / UI5 applications. 8. SAP Infrastructure Support Services are defined as follows: a. Included: Ensuring systems are up and performing as per SLA, backups are performed regularly, troubleshoot any system crashes, recover databases if necessary, applying operating system and database patches as needed, transports, SAP application monitoring, day to day Basis support, security, applying OSS notes. b. Excluded: SAP software upgrades (supplied separately by licensor) 9. SAP Application Technical / Functional support services are defined as follows: a. SAP application support will include functional [Finance, HR, Payroll, ISU, CRM], and technical [Basis, BW, Security, Portal etc.] support services, on an as needed basis, to resolve any upgrade-specific issues (as further detailed under “Included in SAP Application Technical / Functional Support Services”, below). 10. Perform Go Live Activities in collaboration with city staff 11. Provide post go live support on all city’s business process impacted due to technical upgrade 12. Documentation of migration plan 13. Functional Assessment report on the following business areas Finance, Human Resources, Payroll, Procurement, IS Utilities Billing and CRM 14. Develop and implement existing interfaces in the new landscape 15. Deliver training to business users, SAP BASIS and Functional Support teams DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 34 of 63 SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the Notice to Proceed (NTP) issued by CITY, in substantially the same form as EXHIBIT B (“NOTICE TO PROCEED”), which is hereby attached and incorporated into this Statement of Work by reference as though fully set forth herein. The NTP will designate the start of the term of this Agreement, which will be determined by CITY in consultation with CONSULTANT with regard to when CONSULTANT will have the necessary resources in place to begin performance. Time is of the essence in the performance of this Agreement and in getting the necessary resources in place. CONSULTANT shall commence performance of this Agreement on the date designated by the CITY in the NTP. Completion (No. of Days/Wks/Mos Milestones from date in NTP) 1. Migration Services to Private Cloud: (3 months) a. SAP environments only. 2. Hosting / Infrastructure as a Service cost (IAAS); a. Upfront payments: i. Instance reserve upfront payment; (one-time charge) ii. Data migration cost. (one-time charge) b. Monthly infrastructure hosting charges. (24 months) 3. Technical SAP Installations, Upgrades and Migrations: (6 months) a. Technical Upgrade and Migration of SAP ECC ERP 6.0 EHP 2 to Suite on HANA for SBX, DEV, QAS, PRD, and a new STAGE server; {5 servers} b. Technical Upgrade and Migration of SAP BW to BW on HANA for ABAP DEV, QAS, PRD, and a new STAGE server; {4 servers} c. Technical Upgrade and Migration of SAP BW to BW on HANA for JAVA DEV, QAS, PRD, and a new STAGE server; {4 servers} d. Technical Upgrade and Migration of SAP CRM 2007 Dual-Stack ABAP & JAVA to CRM to HANA for DEV, QAS, PRD, and a new STAGE server; {4 servers} e. Technical Upgrade and Migration of SAP Enterprise Portal 7.0 (ESS/MSS) JAVA-based to HANA for DEV, QAS, PRD, and a new STAGE server; {4 servers}; f. Technical Upgrade and Migration of SAP Gateway to HANA for DEV, QAS, PRD, and a new STAGE server; {4 servers}; g. Technical Upgrade and Migration of SAP NWDI to HANA for PRD; {1 server}; h. Technical Upgrade and Migration of SAP Solution Manager to HANA for PRD; {1 server}; i. New installation of SAP Fiori servers for DEV, QAS, PRD, and STAGE; {4 servers}. 4. Configuration of Solution Manager 7.2 Monitoring services; (3 months) 5. Functional Assessment: Procurement, FICA, Payroll, ISU, CRM; (1 month) 6. SAP Fiori Application deployment; (3 months) 7. SAP Training services; (2 months) 8. SAP Single Sign-On services; (4 months) 9. SAP cloud computing hosting and support services. (24 months) DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 35 of 63 OTHER PROVISIONS AND REQUIREMENTS 1. Project Management. a. Consultant Project Manager. CONSULTANT will assign Barbara Giacoppo as the Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be done in writing and will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. b. City Project Manager. CITY’s Project Manager is Vasudeva Narayana, IT Department, PMO Division, 250 Hamilton Ave Palo Alto, CA 94303, Telephone: 650-380-0755. The CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time in writing. 2. Definitions. In addition to the definitions provided in the IT General Provisions (defined in the Purchase Order) and the IAAS and PAAS Special Provisions (defined in the Purchase Order), the following definitions shall apply to the CONSULTANT’s provision of services under the Agreement (defined in the Purchase Order): a. “Authorized User” – means a person authorized by CITY to access the CITY’s Enterprise SAAS, PAAS and/or IAAS systems under this Agreement, including any CITY employee, contractor or agent so authorized by CITY. b. “Encryption” – means conversion of plaintext to ciphertext through the use of a Federal Information Processing Standards (FIPS) validated cryptographic algorithm. [FIPS 140-2] c. “Recovery Point Objective (RPO)” - means the point in time to which Data can be recovered and/or systems restored when service is restored after an interruption. The Recovery Point Objective is expressed as a length of time between the interruption and the most proximate backup of Data immediately preceding the interruption. The RPO shall be provided in the SLA. If not provided in the SLA, CONSULTANT shall provide a proposed RPO in CONSULTANT’S Disaster Recovery Plan (detailed below) for City’s approval. d. “Recovery Time Objective (RTO)” - means the period of time within which information technology services, systems, applications and functions must be recovered following an unplanned interruption. The RTO shall be provided in the SLA. If not provided in the SLA, CONSULTANT shall provide a proposed RTO in CONSULTANT’S Disaster Recovery Plan (detailed below) for City’s approval. e. “Software” - means an all-inclusive term which refers to all computer programs, routines, and/or subroutines supplied by, or hosted and supported by, the CONSULTANT under this Agreement, including Operating Software, Programming Aids, Application Programs, and Program Products (as those terms are defined in the IT General Provisions). DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 36 of 63 f. “Software as a Service (SAAS)” – means the capability provided to the consumer is to use applications made available by the provider running on a cloud infrastructure. The applications are accessible from various client devices through a thin client interface such as a web browser (e.g., web- based email). The consumer does not manage or control the underlying cloud infrastructure including network, servers, operating systems, storage, or even individual application capabilities, with the possible exception of limited user-specific application configuration settings. g. “State” - for purposes of this Agreement, the term “State,” as defined in the IT General Provisions, includes the City, which is a political subdivision of the State of California as well as a California charter city and municipal corporation; City is not a “State Agency” or “State Department” as those terms are used in the IT General Provisions. h. “System” (or “system”) – means the complete collection of Hardware, Software and services as described in this Agreement, integrated and functioning together, and performing in accordance with this Agreement. 3. Security Categorization of City Information and Systems. The security requirements designated in this Agreement are assuming a National Institute of Standards and Technology (“NIST”) classification of MODERATE, as defined by Federal Information Processing Standards (“FIPS”) Publication 199. CONSULTANT shall provide all cloud computing hosting and support services under this Agreement in accordance with this security categorization, including without limitation ensuring that its data protection, security and confidentiality obligations hereunder are fulfilled in accordance with this security categorization (for example and without limitation, as required under the IAAS and PAAS Special Provisions, Section 3 (“Data Protection”), CONSULTANT shall fulfill its data protection obligations under NIST Special Publication 800-53 in compliance with the MODERATEsecurity categorization). 4. Encryption. In providing the cloud computing hosting and support services, CONSULTANT is responsible to ensure that all State Data (with “State” in State Data” meaning “City, as above), including without limitation Personal Data (as defined in the IAAS and PAAS Special Provisions) and Non-Public Data, are encrypted at rest, in use, in database backups and in transit with controlled access, in all CONSULTANT-provided environments including without limitation CONSULTANT’s subcontractors’ environments. 5. City’s Non-Public Data. City’s “Non-Public Data,” for purposes of the IAAS and PAAS Special Provisions, shall have the same meaning as “State Data” (with “State” in “State Data” referring to the City, as above) as defined in the IAAS and PAAS Special Provisions, and shall also include City’s “Data” defined as any information, formulae, algorithms, or other content that the City, the City’s employees, agents and end users upload, create or modify using the cloud computing system pursuant to this Agreement. Data also includes user identification information and metadata which may contain Data or from which the City’s Data may be ascertainable. 6. Data Protection Responsibilities. In addition to CONSULTANT’s data protection responsibilities under Section 3 (“Data Protection”) of the IAAS and PAAS Special Provisions: a. CONSULTANT shall comply with industry standards and guidelines applicable to the SAAS, PAAS and IAAS services being provided. Relevant security provisions may include, but are not limited to: Health Insurance Portability and Accountability Act of 1996 (HIPAA), IRS 1075, Health Information DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 37 of 63 Technology for Economic and Clinical (HITECH) Act, and the Payment Card Industry (PCI) Data Security Standard (DSS) as well as their associated Cloud Computing Guidelines. 1) Business Associate Addendum. With regard to protected health information, as that term is defined in HIPAA, Contractor shall comply with APPENDIX E (“HIPAA BUSINESS ASSOCIATE ADDENDUM”), which is hereby attached and incorporated into this SOW in full by reference as though fully set forth herein. To the extent that the terms of the Agreement are inconsistent with the terms of said Business Associate Addendum, the terms of the Business Associate Addendum shall control, except as expressly provided for in the Business Associate Addendum. b. CONSULTANT shall implement and maintain all appropriate administrative, physical, technical and procedural safeguards in accordance with section a) above at all times during the term of this Agreement to secure such Data from Data Breach, protect the Data and the SAAS, PAAS and IAAS from hacks, introduction of viruses, disabling devices, malware and other forms of malicious or inadvertent acts that can disrupt the CITY’s access to its Data. c. CONSULTANT shall allow the CITY reasonable access to SAAS, PAAS and/or IAAS security logs, latency statistics, and other related security data that affect this Agreement and the CITY’s Data, at no cost to the CITY. d. CONSULTANT assumes responsibility for the security and confidentiality of the Data under its control. e. No Data shall be copied, modified, destroyed or deleted by CONSULTANT other than for normal operation or maintenance of SAAS, PAAS and IAAS during the term of the Agreement without prior written notice to and written approval by the CITY. f. Remote access to Data from outside the continental United States, including remote access to Data by authorized SAAS, PAAS and/or IAAS support staff/users in identified support centers, is prohibited except to the extent approved in advance in writing by: i. CITY’s Chief Information Security Officer, with written notice to the State Chief Information Security Officer, or ii. In the absence of CITY’s Chief Information Security Officer, the City’s Chief Information Officer. 7. Deletion of Subd. “c” of Section 10 (“Access to Security Logs and Reports”) of IAAS and PAAS Special Provisions. Subdivision “c” of Section 10 (“Access to Security Logs and Reports”) of the IAAS and PAAS Special Provisions is hereby deleted in its entirety. 8. Data Availability. CITY’s Data shall be available to CITY twenty-four (24) hours per day, 365 days per year (excluding agreed-upon maintenance downtime as provided in the SLA). 9. Data Breach Notification. Pursuant to CONSULTANT’s data breach reporting obligations under Section 5(b) and Section 6(a) of the IAAS and PAAS Special Provisions, CONSULTANT’s notice to City shall identify: a. The nature of the Data Breach; b. The Data accessed, used or disclosed; DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 38 of 63 c. The person(s) who accessed, used, disclosed and/or received Data (if known); d. What CONSULTANT has done or will do to quarantine and mitigate the Data Breach; and e. What corrective action CONSULTANT has taken or will take to prevent future Data Breaches. 10. Personal Information – California Information Practices Act (Civil Code 1798 et seq.). Notwithstanding anything to the contrary in the IT General Provisions, in the performance of this Agreement, CONSULTANT will use CITY systems, including City systems that store, transmit and/or process City-owned, -licensed and/or -maintained computerized Data consisting of personal information, as defined in Civil Code 1798.29(g). If the CONSULTANT causes or knowingly experiences a breach of the security of personal information, as defined in Civil Code 1798.29(g), CONSULTANT shall immediately report any breach of security of such system to the CITY following discovery or notification of the breach in the security of such Data. The CITY’s Chief Information Officer shall determine whether notification to the individuals whose Data has been lost or breached is appropriate. If personal information of any resident of California was, or is reasonably believed to have been acquired by an unauthorized person as a result of a security breach of such system and Data that is not due to the fault of the CITY or any person or entity under the control of the CITY, CONSULTANT shall bear any and all costs associated with the CITY’s notification obligations and other obligations set forth in Civil Code Section 1798.29 (d) as well as the cost of credit monitoring. These costs may include, but are not limited to staff time, material costs, postage, media announcements, and other identifiable costs associated with the breach of the security of such personal information. 11. Subcontracting. CONSULTANT may use the services of subcontractors and/or third-party partners (“subcontractors”) for the performance of the services to be provided by CONSULTANT under this Agreement, including without limitation the use of subcontractor software-, infrastructure- or platform-as-a-service, however, in so doing, CONSULTANT shall remain responsible for the overall performance of this Agreement. In subcontracting, CONSULTANT shall not thereby be relieved from any liability or obligation under this Agreement and CONSULTANT shall be responsible for the acts, defaults and omissions of any of CONSULTANT’s subcontractors as fully as if they were the acts, defaults or omissions of CONSULTANT. CONSULTANT shall ensure that its subcontractors comply with all of the terms of this Agreement insofar as they apply to the subcontracted portion of the Agreement. All references herein to duties and obligations of CONSULTANT shall be deemed to pertain also to all CONSULTANT subcontractors to the extent applicable to the subcontracted portion of the Agreement. Upon request, Contractor shall provide to CITY a list of all subcontractors. In no event shall CONSULTANT subcontract or delegate the majority of, or the whole of, this Agreement without the prior written consent of the CITY executed pursuant to the “Amendment” section of the Purchase Order. Nothing contained in this Section 11 shall create any contractual relationship between any of CONSULTANT’s subcontractors and CITY. No party on the basis of this Agreement shall in any way contract on behalf of or in the name of the other party to this Agreement, and violation of this provision shall confer no rights on any party and shall be void. 12. Backup and Disaster Recovery. a. Backup of Data. In providing the cloud computing hosting and support services, CONSULTANT is responsible for maintaining a backup of all CITY data in the cloud computing system and for an orderly and timely recovery of such data in the event of data corruption or interruption of the cloud computing services. CONSULTANT shall maintain a contemporaneous backup of the CITY’s Data that can be recovered within the requirements in this Agreement and maintaining the security of the DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 39 of 63 data as required herein. CONSULTANT’s backup of data shall not be considered in any calculation of storage used by the CITY under this Agreement. CONSULTANT shall provide online data retention (also referred to as “backup”) every four (4) hours. CONSULTANT shall provide incremental backups at a minimum of every eight (8) hours to an off-site location other than the primary hosting center. CONSULTANT shall provide weekly, off-site backups with a duration that matches the agreed upon backup schedule and retention to a location other than the primary hosting center. Database backups will be encrypted. Off-site backups will include, at a minimum, the previous 30 days. b. Disaster Recovery. In addition to the requirements provided in Section 18 (“Business Continuity and Disaster Recovery”) of the IAAS and PAAS Special Provisions, in the event of a disaster (as defined below), CONSULTANT will be responsible for providing disaster recovery services as follows: i. In the event of disaster or catastrophic failure that results in significant Data loss or extended loss of access to Data, CONSULTANT shall notify the CITY by the fastest means available and also in writing, with additional notification provided to the CITY’s Chief Information Officer. CONSULTANT shall provide such notification within twenty-four (24) hours after CONSULTANT reasonably believes there has been such a disaster or catastrophic failure. In the notification, CONSULTANT shall inform the CITY of: 1. The scale and quantity of the Data loss; 2. What CONSULTANT has done or will do to recover the Data and mitigate any deleterious effect of the Data loss; and 3. What corrective action CONSULTANT has taken or will take to prevent future Data loss. ii. If CONSULTANT fails to respond immediately and remedy the failure, the CITY may exercise its options for assessing damages or other remedies under this Agreement. iii. CONSULTANT shall restore continuity of SAAS, PAAS and IAAS services, restore Data in accordance with the RPO and RTO as set forth in the SLA, restore accessibility of Data, and repair SAAS, PAAS and IAAS services as needed to meet the performance requirements stated in the SLA. Failure to do so may result in the CITY exercising its options for assessing damages or other remedies under this Agreement. iv. CONSULTANT shall conduct an investigation of the disaster or catastrophic failure and shall share the report of the investigation with the CITY. The CITY and/or its authorized agents shall have the right to lead (if required by law) or participate in the investigation. CONSULTANT shall cooperate fully with the CITY, its agents and law enforcement. v. After any significant Data loss or Data Breach or as a result of any disaster or catastrophic failure, CONSULTANT will at its expense have an independent, industry- recognized, mutually-approved third party perform an information security audit. The audit results shall be shared with the CITY within seven (7) days of CONSULTANT’s receipt of such results. Upon CONSULTANT receiving the results of the audit, CONSULTANT will provide the CITY with written evidence of planned remediation within thirty (30) days and promptly modify its security measures in order to meet its obligations under this Agreement. c. “Disaster” means an interruption in the cloud computing hosting and support services or the inability of CONSULTANT to provide CITY with such services for any reason that could not be remedied DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 40 of 63 by relocating the cloud-based CITY’s SAP ERP system to a different physical location outside the proximity of CONSULTANT’s primary data center (but still within the United States as required by this Agreement). d. Disaster and Force Majeure. A Force Majeure event, defined in Section 24 of the IT General Provisions (as defined in the Purchase Order), shall not excuse CONSULTANT of its disaster recovery obligations under this Agreement. e. Disaster Recovery Plan. CONSULTANT shall maintain a current, written disaster recovery plan and business continuation strategy (collectively, a “Disaster Recovery Plan”) for the City’s SAP ERP system, to be implemented in the event of a disaster, a catastrophic failure, at the times and places deemed appropriate by CONSULTANT. CONSULTANT shall adhere to the recovery procedures provided in the Disaster Recovery Plan in event of a disaster (as defined below). CONSULTANT’s Disaster Recovery Plan shall identify the Recovery Point Objective (RPO) and the Recovery Time Objective (RTO) if those are not already addressed in the SLA. 13. City Access, Control and Transition Services. a. City Access and Control. Upon request by the CITY’s Chief Information Officer, CONSULTANT shall promptly provide CITY with any and all logins, access codes, passwords, and any other entry credentials, rights, documentation and/or information necessary to allow CITY to access and control the CITY’s ERP system hosted and supported by CONSULTANT under this Agreement (including without limitation full access to all AWS environments, including but not limited to tools, process and technologies). Under no circumstances shall CONSULTANT deny access to CITY, except in the case of a disaster or catastrophic failure beyond CONSULTANT’s reasonable control, which CONSULTANT shall work to remedy as quickly as possible, as provided for in the Disaster Recovery Plan and in accordance with this Agreement, and except for agreed-upon maintenance downtime as provided in the SLA. b. Transition Services. CONSULTANT shall provide to CITY and/or Successor Service Provider (defined below) assistance requested by CITY to affect the orderly transition of the cloud computing hosting and support services provided hereunder (“Cloud Services”), in whole or in part, to CITY or to Successor Service Provider (“Transition Services”) as detailed herein. Such Transition Services shall be provided on a time-and-materials basis, consistent with the rates provided under this Agreement, executed in writing pursuant to the “Amendment” section of the Purchase Order, if the CITY opts to return to its own servers or CITY chooses a Successor Service Provider. Transition costs may include: (a) developing a plan for the orderly transition of the terminated/expired Cloud Services from CONSULTANT to Successor Service Provider; (b) if required, transferring the City Data to Successor Service Provider; (c) assisting the CITY in acquiring any necessary rights to legally and physically access and use any third- party technologies and Documentation then being used by CONSULTANT in connection with the Cloud Services; (d) making available to CITY, pursuant to mutually agreeable terms and conditions, any third- party services then being used by CONSULTANT in connection with the Cloud Services; and, (e) such other activities upon which the parties may agree. During the transition period, Cloud Services and City Data access shall continue to be made available to CITY by CONSULTANT without alteration, on a month- to-month basis, with the monthly Cloud Services fee being the immediately previous annual fee divided by 12. All applicable terms and conditions of this Agreement shall apply to the Transition Services. This Section 13 shall survive the termination or expiration of this Agreement. “Successor Service Provider” means a new service provider, if any, selected by CITY in relation to the CITY’s cloud-hosted ERP system DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 41 of 63 that is the subject of this Agreement, in the event of termination or expiration of the Cloud Services under this Agreement. 14. Other Cloud Computing System Requirements. a. CONSULTANT will provide Network Layer IP filtering to allow access to the CITY’s cloud- hosted ERP system only from the CITY’s IP address, except the SITE-TO-SITE virtual private network (“VPN”) scenarios required by third party vendors. b. CONSULTANT shall ensure that all Data transfer between the CITY and the CITY’s cloud- hosted ERP system will be securely transferred / processed through SITE-TO-SITE VPN communication. CONSULTANT will use Amazon Web Services (“AWS”) direct connection between CITY and AWS, a secure dedicated line that bypasses the public internet. c. CONSULTANT will provide logical separation of the CITY’s ERP system and Data using AWS virtual private cloud (“VPC”) virtual network with security architecture and measures equivalent to (and not less protective than) those detailed in the AWS white paper entitled “OVERVIEW OF AWS SECURITY – COMPUTE SERVICES” dated June 2016, as may be subsequently amended by AWS. Such paper is hereby attached and incorporated into this Agreement by reference as though fully set forth herein as EXHIBIT 2. d. In addition to logical separation, physical separation is available at an additional cost. If CITY wishes to add physical separation, the parties may amend the Agreement accordingly in a writing executed by the authorized representatives of the parties pursuant to Section 33 (“Contract Modification”) of the IT General Provisions, and approved as required under the Palo Alto Municipal Code. e. A minimum of three (3) CITY Authorized Users from the CITY’s IT Operations Team / SAP Team shall have super-user administrative access to the CITY’s ERP cloud-hosted environment (including the AWS environment) with multi-factor authentication (“MFA”). CITY’s Chief Information Officer or designee shall designate all such CITY super-users to CONSULTANT in writing (for which email will suffice). f. Authentication and authorization to access the CITY’s ERP cloud-hosted environment (including the AWS environment) shall include single sign-on (“SSO”) and MFA. g. CONSULTANT shall ensure that the following password configuration and password guidelines are followed in relation to accessing the CITY’s ERP system: i. First time password must be unique to an individual and require the user to change it upon initial login. ii. If the password is sent via plain text email to the City employee to mitigate security exposure. iii. The City requires first time password to have a time-out capability of no more than 7 days. iv. The e-mail notification must not be copied to anyone except the user. v. The permanent/long term password must be changed frequently (at least TWICE a year). DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 42 of 63 vi. E-mail notification must be sent to the user whenever the password has been updated. vii. User should not be able to view data or conduct business unless an initial password has been updated with a different password. viii. The Vendor shall inform the City’s users that, when a new password is created, the user shall not use the City’s LDAP (Lightweight Directory Access Control Protocal) password. ix. The password must have 8 or more alphanumeric (/) characters and it must contain at least one character from each of the bullets noted below (i.e. Each line shall contribute at least one character): • abcdefghijklmnopqrstuvwxyz • ABCDEFGHIJKLMNOPQRSTUVWXYZ • 0123456789 • !@#$%^&*()-+=`~,></\"'?;:{[}] h. CONSULTANT will provide a monthly access log from the AWS environment to the CITY’s ERP Project Manager. i. CONSULTANT will provide IP filtering for all the applications and database access relating to the CITY’s ERP system, including without limitation by using AWS features such as security groups to enforce IP filtering. Applications and databases will each have dedicated subnets. j. CONSULTANT shall ensure that there is no third party access or subcontracting without the prior approval of the CITY, and all third party subcontractors are required to complete the CITY’s VISA form as a part of the CITY’s approval process. 15. Optional Hosting of Production Environment of the City’s ERP System in the City’s On-Premise Environment. The City retains the option under this Agreement to elect for CONSULTANT to host the City’s separately-licensed SAP ERP system in the production environment within the City’s on-premise environment, instead of within the CONSULTANT-managed private-cloud-based AWS environment, on the basis of any strategic or technological considerations identified during or upon completion of the testing phase of the Project as detailed in this SOW. The parties understand and agree that in the event the City exercises its option for CONSULTANT to host the production environment of the ERP system in the City’s on-premise environment, this election will incur no additional costs to the City, as CONSULTANT’s professional services as detailed in this SOW will remain materially the same whether the production environment of the ERP takes place in the AWS environment or a City on-premise environment. The CONSULTANT will still provide support services to the ERP system as detailed herein in the event of the exercise of this option by the City. However, the parties understand and agree that the charges for the hosting of the production environment of the ERP system in AWS would no longer be applicable in the event the City opts for the on-premise environment, and therefore the costs to the City detailed in this SOW will be reduced by the amount of the applicable AWS hosting fees detailed in this SOW in the event of the exercise of this option by the City. In the event any additional professional services hours are deemed necessary due to the City’s exercise of its option for on-premise hosting, the parties may agree to such additional professional services pursuant to a written amendment to this Agreement as detailed in this Agreement. If either party believes that a change to this SOW is necessary due to the City’s exercise of its option for the ERP to be hosted on-premise rather than in AWS, such party may issue to the other party a written Change Request pursuant to the Project Change Control Process detailed in this SOW. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 43 of 63 EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER Consultant shall perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. ISSUE DATE OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE) 1A. MASTER AGREEMENT NUMBER (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): 1B. TASK ORDER NO. 2. CONSULTANT NAME: 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________ 5. BUDGET CODE_______________ COST CENTER________________ COST ELEMENT______________ WBS/CIP__________ PHASE__________ 6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A) MUST INCLUDE: WORK TO BE PERFORMED SCHEDULE OF PERFORMANCE COMPENSATION AMOUNT AND RATE SCHEDULE (AS APPLICABLE) DELIVERABLES REIMBURSABLE EXPENSES, if any (with “not to exceed” amount) 8. ATTACHMENTS: A: Task Order Scope of Services B: (if any)_______________________________ I hereby authorize the performance of the work described in this Task Order. APPROVED: CITY OF PALO ALTO BY:____________________________________ Name __________________________________ Title: Chief Information Officer Date ___________________________________ I hereby acknowledge receipt and acceptance of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: COMPANY NAME: ____________________________ BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________ DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 44 of 63 EXHIBIT B NOTICE TO PROCEED (DATE) (Name, Title) (CONSULTANT COMPANY NAME) (Address) (City, State, Zip) SUBJECT: NOTICE TO PROCEED (Name of the project) Contract No. (XXXXXXXX) Dear ( ): This letter constitutes your Notice to Proceed in accordance with the terms of the above-referenced Agreement between your firm and the City of Palo Alto. Your firm is hereby authorized to commence work under the Agreement as of ________________(date), as detailed in the Agreement. The City looks forward to working with you on this project. Please acknowledge receipt of this Notice to Proceed by signing the lower portion of this sheet and returning it to the Project Manager. Please contact the Project Manager, ______________, at 650-XXX- XXXX, with any questions. Sincerely, Ed Shikada City Manager City of Palo Alto cc: (XXXXXXXXXXXX) Project Manager Cecilia Magana Contract Administrator Darren Numoto Chief Information Officer CONSULTANT (COMPANY NAME) Signature: ________________________________ Print Name: ________________________________ Print Title: ________________________________ Date: ________________________________ DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 45 of 63 APPENDIX A Rate Sheet for SAP Application Technical / Functional Support Services Functional: All-Inclusive Rates Funds Management $175 General Ledger $175 AP/CM/TV Banking $165 Asset Accounting and Project Systems $165 Human Capital Management $165 Procurement $165 CIS Utility Billing $165 CRM $165 Technical: Technology Solution architect $175 NW and HANA Administrator $165 ABAP Developers $135 BW developers $150 BusinessObjects developers $135 Fiori Developers $135 Workflow developers $150 Security developer $150 * NOTE: Services will be provided fully remotely, and on site as-needed, as determined in City’s reasonable discretion. This note is a substantive portion of this SOW. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 46 of 63 APPENDIX B Application Server Sizing and Network Diagram Application Server Sizing: COPA - proposed Application (App) servers System SAP Version(cu rrent) SAP version(targ et) OS(target) Dev QA Prod Sandbox Stage ECC ERP 6.0 Ehp2 ERP6 EHP8/NW 7.5 Red Hat 7/Windows 2016 1 x m5.xlarg e 1 x m5.2xlar ge 1 x m5.2xlar ge 1 x m5.xlarg e 1 x m5.2xlar ge ESS/MSS NW 7.00 NW 7.5 Red Hat 7/Windows 2016 1 x m5.large 1 x m5.large 1 x m5.xlarg e 1 x m5.xlarg e NWDI NW 7.5 NW 7.5 Red Hat 7/Windows 2016 1 x m5.large Gateway NW 7.4 NW 7.5 Red Hat 7/Windows 2016 1 x m5.large 1 x m5.large 1 x m5.xlarg e 1 x m5.xlarg e BW NW 7.5 NW 7.5 Red Hat 7/Windows 2016 1 x m5.xlarg e 1 x m5.xlarg e 1 x m5.2xlar ge 1 x m5.2xlar ge BI Java NW 7.5 NW 7.5 Red Hat 7/Windows 2016 1 x m5.large 1 x m5.large 1 x m5.large 1 x m5.xlarg e CRM CRM 2007 CRM 7 EHP2 Red Hat 7/Windows 2016 1 x m5.large 1 x m5.xlarg e 1 x m5.2xlar ge 1 x m5.xlarg e Solution Manager Solman 7.2 Solman 7.2 Red Hat 7/Windows 2016 1 x m5.2xlar ge Fiori NA NW 7.5 Red Hat 7/Windows 2016 1 x m5.large 1 x m5.large 1 x m5.xlarg e 1 x m5.xlarg e COPA Proposed Database (DB) servers System Version OS EC2 instance CPU/Memory description Production Hana DB Hana 2.0 SP3 Red Hat 7 x1.32xlarge 128 cores/1952GB Non-prod Hana DB 1 Hana 2.0 SP3 Red Hat 7 x1e.32xlarge 128 cores/3904GB Non-prod Hana DB 2 Hana 2.0 SP3 Red Hat 7 x1.16xlarge 64 cores/976 GB NOTE: “COPA,” as used in this graphic, means the CITY. (Appendix B is continued on the next page.) DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 47 of 63 APPENDIX B (CONTINUED) Network Diagram: NOTE: “COPA,” as used in this graphic, means the CITY. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 48 of 63 APPENDIX C List of SAP Interfaces Data Flow Item # Data Flow Description Source Application Target Application 1 Import cash receipts from Accela to ERP cash receipts (in summary) Accela Cash Receipts 2 Import GL entries from Accela to General Ledger Accela General Ledger 3 Import of project identifiers from Accela to the project’s module. Accela Projects 4 Vendor Payment ACH file export / import with Us Bank Accounts Payable US Bank 5 Ability to send the delinquent files to third party collection agency Accounts Receivable Collections Bureau of America 6 Daily Cash Receipts from ActiveNet to ERP Cash Receipts (in summary) ActiveNet Cash Receipts 7 Import GL entries from ActiveNet to General Ledge ActiveNet General Ledger 8 Integration with document management solution ARC document solution ERP Various 9 Import/export employee demographic and benefit election information to/from the benefit providers and to/from human resource module. Benefit Providers/ERP HR HR/Benefit Providers 10 Integration with document management solution BMI ERP Various 11 Budget publication purposes Budget PatternStream 12 Import bank statement electronic file US Bank & Wells Fargo Bank Reconciliation 13 Import cash receipts from CORE to ERP cash receipts (in summary) CORE (iPay) Cash Receipts 14 Import GL entries from CORE to General Ledger CORE (iPay) General Ledger 15 E-signature Docusign/Purchasing Purchasing/ Docusign 16 Export a billing file to send to a 3rd party for the printing and mailing of the invoices and statements ERP Accounts Receivable Pitney Bowes 17 Budget reporting and Capital projects ERP Budget Comp.Pub 18 LIHEAP payment information from state of CA FileZilla ERP Grants or AR 19 Workers Comp extracts HR Risk Management 20 Dental Provider eligibility file HR/Benefits Dental Provider DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 49 of 63 Data Flow Item # Data Flow Description Source Application Target Application 21 Benefit eligibility file and Flexible Spending deductions HR/Benefits Benefit Provider 22 CalPERS enrollment and payroll contribution files HR/Payroll CalPERS 23 Employee PERS retirement contribution amounts HR/Payroll ACES 24 PARS payroll contribution files HR/Payroll PARS 25 ICMA enrollment contribution files and loan deduction set up files upload batch (current) by plan HR/Payroll ICMA 26 Employee contributions to 457 HR/Payroll MassMutual, ICMA-RC 27 Police Scheduling InTime Payroll 28 Integration with the City's new CIS solution to reflect the usage of inventory items on Utility Billing service orders Inventory CIS Solution 29 Retrieval of Utilities acct data (i.e. payments and balance), and processing payments on accounts, with transfer to Call Center during business hours IVR - Vocantas Accts Payable, ACD system 30 Import a file from JP Morgan Chase Procurement Card software to ERP Accounts Payable JP Morgan Chase Smart Data Accounts Payable 31 All costs such as time and material Maintenance Connection New ERP 32 AD Authentication Microsoft Azure AD All 33 Load new (on boarded) employees from NeoGov's onboarding module to Human Resources NeoGov Human Resources 34 Ability to update the General Ledger with billing, adjustments and receipting journal entries made in CIS New CIS New ERP GL 35 Ability to "drill down" from G/L to detail utility billing transaction data New ERP GL New CIS 36 Ability to interface with Account Payable for automatically refunding customers when they have a credit balance that meets the user defined criteria New CIS New ERP AP 37 Ability to update the customer account with the check # from the Accounts Payable refund New ERP AP New CIS 38 System provides an integrated utility service order function that integrates to the Accounts Receivable system for charge/billing purposes New CIS New ERP AR 39 System provides an interface from the ERP Purchasing module to the CIS when CIS devices are purchased and placed into CIS inventory New ERP Purchasing New CIS DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 50 of 63 Data Flow Item # Data Flow Description Source Application Target Application 40 Ability to have two way interface when a service order (CIS) is handed off to a work order (Work Order would automatically be created in the ERP) and the status be updated in CIS New CIS/New ERP Work Order New CIS/New ERP Work Order 41 PayPal interface for credit card payments PayPal/ERP AR ERP AR/PayPal 42 Yearly 1099 & W2 submission Payroll US Treasury 43 Quarterly tax reporting Payroll State of California 44 Quarterly tax reporting Payroll IRS 45 California Compensation report - annual Payroll State of California 46 Tax files upload to state using EZTax Payroll State of California 47 Export of Payroll Direct Deposit data Payroll US Bank 48 Send Positive Pay files to bank Payroll US Bank 49 Payroll rates to determine activity based budgeting Payroll Dassien 50 Vendor information (including commodity code data) and solicitation data relating to contracts Planet Bids Purchasing 51 Position data load from Questica Questica ERP Payroll/HR 52 Budget data load from Questica for budget prep and performance measure tracking Questica ERP GL 53 Business intelligence tool provided by SAP SAP Business Intelligence All 54 Ticket sales entered into cash reciepts and general ledger Seat Advisor (POS system for Children's Theatre tickets) Cash Receipts & General Ledger 55 Fire-Police Scheduling Telestaff Payroll 56 SAP Core Financials Utilities Solution (My Utilities Account MUA currently) General Ledger, Accounts Receivable 57 Incoming utility payments via Wells Fargo online, cleared checks, upload checks, lockbox Wells Fargo Accounts Receivable 58 Ability to synchronize address information with the City's existing GIS architecture GIS CIS 59 Ability to integrate daily meter data with GIS to show customer name, meter IDs, etc. CIS AME 60 Integration throughout Utility Billing applications with document management system CIS/Document Mgmt. Document Mgmt./CIS 61 Upload/download of meter read information and any notes/comments ITRON (MVRS & soon to be upgraded to FCS) meter systems CIS DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 51 of 63 Data Flow Item # Data Flow Description Source Application Target Application 62 Ability to interface to MDMS system to collect monthly register reads (future) MDMS CIS 63 Ability to integrate with the Cash Receipting module (CORE) in real time by pulling CIS billing information into the CORE system and updating the CIS system with the payment information CORE/CIS CIS/CORE 64 Customer Payment ACH file export / import with US Bank (for direct customer ACH payments) CIS/US Bank US Bank/CIS 65 Ability to import payment information from a lockbox file into the CIS system Wells Fargo lockbox CIS 66 Ability to import payment information from CheckFree CheckFree CIS 67 Ability to import payment information PayPal CIS 68 Ability to import LIHEAP payments from the state FileZilla CIS 69 Ability to interface with payment merchant services Elavon or US Bank CIS 70 Import of electronic payment files from IVR Software Vocantas CIS 71 Integrate with an integrated voice response (IVR) system to allow customers 24 hours access to make payments and retrieve account & bill information via phone. CIS/Vocantas Vocantas/CIS 72 An interface from the CIS system to the Outage Management Systems (NISC) to alert citizens when an outages occur. The interface should update all active electric customers to include the customer address, phone number and meter serial number. CIS Outage Management System - National Information Solutions Cooperative (NISC) 73 GreenWaste is the City's refuse service provider and the City does the billing so they would need the following information: Move-in/move-out information (customer address, customer account number, customer rate, start and end of the billing period, etc), customer service changes that affect billing for monthly services and incidental services (service type, service quantity, service frequency, start and end of service), customer notes, container(s)' serial number, RAMS or Tower account number, etc. Greenwaste's software RAMS or Tower / CIS CIS / Greenwaste's software RAMS or Tower 74 Ability to interface with the postal service for address validation CIS USPS 75 Ability to send the delinquent files to third party collection agency CIS Collection Bureau of America DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 52 of 63 Data Flow Item # Data Flow Description Source Application Target Application 76 Ability to generate a weekly export from CIS that provides a list of all active residential or commercial water customers and includes the customer address, customer account number, customer rate, meter serial number, start and end of the billing period, monthly water consumption and charges. This export will utilize an existing ftp interface to upload the data to a third party hosted solution (WaterSmart). CIS WaterSmart 77 Ability to import monthly natural gas heating values from PG&E, confirm that value, and then populate the CIS natural gas rate table with that value for monthly customer billing. Pacific Gas & Electric (PG&E) CIS 78 Ability to interface with meter test bench in real time to capture test results and history of all test results to interface with CIS Service Orders Gas: SNAP, Model5 Water: MARS, Electric: WECO CIS 79 Ability to regularly schedule export of customer data files, including customer name, address, consumption & billing histories to Third Party vendors for use in various account management programs, including Energy Efficiency and Water Conservation. In the past this has been run through an APD process that delivers the file to an SFTP site on the Vendor's side. CIS Nexant, CleaResult, Stanford University, Duke University 80 Gas Meter Leaks - show gas meter leaks within vicinity and create service order with GIS info and update GIS with results. GIS CIS 81 Integrate with DocuSign for inspection requirements on red tags, CS114 (red tag on appliance) gas meter green tag (riser location acceptable) Docusign CIS/Accela 82 Create service orders from PD dispatch system for utility related dispatch calls NetViewer CIS 83 Ability to update the General Ledger with billing, adjustments and receipting journal entries made in CIS CIS ERP GL 84 Ability to "drill down" from G/L to detail utility billing transaction data ERP GL CIS 85 Ability to interface with Account Payable for automatically refunding customers when they have a credit balance that meets the user defined criteria CIS ERP AP DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 53 of 63 Data Flow Item # Data Flow Description Source Application Target Application 86 Ability to update the customer account with the check # from the Accounts Payable refund AP ERP CIS 87 System provides an integrated utility service order function that integrates to the Accounts Receivable system for charge/billing purposes CIS ERP AR 88 System provides an interface from the ERP Purchasing module to the CIS when CIS devices are purchased and placed into CIS inventory ERP Purchasing CIS 89 Ability to have two way interface when a service order (CIS) is handed off to a work order (Work Order would automatically be created in the ERP) and the status be updated in CIS CIS / ERP WO ERP WO / CIS 90 Ability to interface with OCR or bar code reading devices, including hand held scanners. CIS OCR 91 Export a billing file to send to a 3rd party for the printing and mailing of the invoices and statements CIS TBD 92 Ability to pull customer/account information up based on the phone number from the phone system Phone System CIS 93 System interfaces with the Municipality's web site and/or a third-party customer portal to provide online functionality where customers (owners & tenants) can access information related to their account. CIS / Portal and/or Website Portal and/or Website /CIS 94 Ability for field service personnel to access accounts for daily service via a web-based tablet or smart phone. CIS tablet and/or smartphone integration 95 Ability to export CIS electrical information into Autodesk Utility Design (AUD) estimating software CIS AUD 96 Ability to validate that a permit was pulled and/or an inspection had been completed in Accela for some of the CIS events/activities system including for "Red Tags" (unsafe conditions) Accela CIS 97 Integration with invoice repository from the CSR dashboard CIS,/invoice vault invoice vault/CIS 98 Integration with the invoice repository from the online self-Customer Service portal (i.e. My Utilities Account) CS Portal/invoice vault invoice vault/CS Portal DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 54 of 63 Data Flow Item # Data Flow Description Source Application Target Application 99 Integration between the current customer self- service portal and CIS to exchange information such as billing history, payment, usage, rate, and account profile Online self-Customer Service Portal (My Utilities Account) / CIS CIS/Online self- Customer Service portal (My Utilities Account) 100 SAP BI ECC SAP BI 101 Daily Actual and Encumbrance budget data load ERP Questica DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 55 of 63 APPENDIX D Service Level Agreement This Service Level Agreement (“SLA”) for CONSULTANT’s provision to City of the Cloud Computing Hosting and Support Services (hereinafter may also be referred to as the “Cloud Service(s)”) under the Statement of Work (“SOW”), sets forth the applicable reaction and resolution timeframes, priority levels and other service details (“Service Levels”) that CONSULTANT will provide for the Cloud Services and Server Provisioning for which City has contracted with CONSULTANT. 1. DEFINITIONS Capitalized terms used in this document but not defined herein are defined in the Agreement. “Agreed Downtime” means any Downtime requested by CONSULTANT or City and mutually agreed by the parties. “Business Day” means any days from Monday to Friday with the exception of the public holidays observed at City’s location. “Downtime” means the Total Minutes in the Month during which the Cloud Service (or Servers for Server Provisioning) does not respond to a request from CONSULTANT’s Point of Demarcation for the data center providing the Cloud Service (or Server for Server Provisioning), excluding Excluded Downtime (defined below). “Emergency Downtime” means Downtime during critical patch deployment and critical operating system upgrades as described in the SOW. “Excluded Downtime” has the meaning set forth in TABLE 2, below. “Incident” means unplanned interruptions or material reduction in service quality reported by Authorized Users. “Incident Reaction Time” means the amount of time (e.g. in hours or minutes) between the time that the CONSULTANT is notified of the City-reported Incident and the first action taken by an CONSULTANT support person, familiar with the City’s environment, to repair the Incident. “Local Time” means the time zone in City’s Primary Access Location. “Month” means a calendar month. “Monthly Service Fees” means the monthly (or 1/12th of the annual fee) Services fee, as provided in the Agreement, paid for the Cloud Services which did not meet the System Availability SLA. “Scheduled Downtime” means the four (4) hours a week during which the Cloud Service is not available, as agreed to by City and CONSULTANT. “Service Credit” means a credit calculated as described in Section 2 (“System Availability”) and subd. (a) of Section 6 (“Service Level Failures”) of this Service Level Agreement. “System” means one or more interrelated and interdependent components such as databases, servers, networks, loadbalancers, webdispatchers, etc. which when taken as a whole are used to DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 56 of 63 operate an individual tier. Each combination of components used within each tier is equivalent to one System. System Availability is measured at the tier level. For Server Provisioning, System as used herein means Server. “Server Provisioning” Setting up a server for use in the network. It may refer to installing the operating system and other system software, as well as making adjustments in the software control panels, or it may refer to assigning an already-configured server to a particular customer. “Total Minutes in the Month” are measured 24 hours at 7 days a week during a Month. “UTC” means Coordinated Universal Time standard. 2. SYSTEM AVAILABILITY The System Availability Service Level for CONSULTANT Cloud Services (“SA SLA”) sets forth the System Availability applicable to the Cloud Computing Environment (and Server for Server Provisioning). The SA SLA applies to software licensed by City from a third party (the “Licensed Software “) which is hosted and supported by CONSULTANT as detailed in the SOW. “System Availability” for each System is calculated as follows: System Availability Percentage = [ Total Minutes in the Month – Downtime / Total Minutes of the Month ] *100 TABLE 1: System Availability and Service Credits CONSULTANT’s system availability obligations service credits for failure to meet the availability standard are detailed in the table below. Service Level Service Credit* PRD: 99.5% System Availability NON-PRD: 95.0% System Availability Server Provisioning: 99.5% System Availability Cloud Production: 2% of Monthly Service Fees for Cloud Services for each 0.1% below the SA SLA Server Provisioning: $1,500 per Month in aggregate for any and all instances below the SA SLA *Subject to the monthly maximum Service Credit amounts set forth in Section 6 (“Service Level Failures”) below. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 57 of 63 TABLE 2: Excluded Downtime and Scheduled Downtime Downtime excluded from the calculation of the system availability standard (including for purposes of service credits) include “Excluded Downtime” and “Scheduled Downtime” as detailed in the table below. Excluded Downtime Total Minutes in the Month attributable to: (i) Scheduled Downtime, as set forth below (ii) Agreed Downtime (iii) Emergency Downtime (iv) Downtime caused by factors beyond CONSULTANT’s reasonable control such as unpredictable and unforeseeable events that could not have been avoided even if reasonable care had been exercised (see notation and examples below this table)** (v) Downtime of a NON-PRD system caused by using the NON-PRD for failover/to repair to a PRD system Scheduled Downtime Scheduled Downtime is authorized at the mutually agreed time listed in the SOW, not to exceed four (4) hours per week per system, excluding functional updates. **Subject to Section 24 (“Force Majeure”) of the CMAS IT General Provisions of the Agreement, the following examples include but are not limited to what is beyond CONSULTANT’s reasonable control such as unpredictable and unforeseeable events that could not have been avoided even if reasonable care had been exercised: a) City’s failure to meet City’s responsibilities (including ordering maintenance for the Licensed Software, using a version or release of the Licensed Software and/or Subscription Software on current maintenance) as set forth in the Agreement b) Downtime caused by City c) Interruptions as a result of requirements stipulated by a third-party manufacturer of the Licensed Software d) Interruptions or shutdowns of the Cloud Computing Environment, or portions thereof (or Servers for Server Provisioning) resulting from the quality of the Licensed Software provided by the City and/or City’s customizations or modifications of the Licensed Software, Subscription Software or Cloud Computing Environment (or Servers for Server Provisioning), unless this is the responsibility of CONSULTANT under this SOW. e) Restore times of user data (recovery of database data from a media backup) where CONSULTANT was not the root cause for the required restoration. 3. BACKUP AND CLOUD INCIDENT REACTION TIME (not applicable to Server Provisioning) CONSULTANT shall provide backup and cloud Incident reaction times as provided in the table below. “PRD” means production environment “NON-PRD” means non-production environment DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 58 of 63 Description Computer Environment segment to which Service Level applies Service Levels Backup Frequency and retention period for Databases PRD Daily full backup and transaction log file backup per CONSULTANT product standard. 30 days retention time. Backup of the PRD will be replicated to an alternate U.S.- based data center or U.S.-based location. NON-PRD Weekly full backup and log file backup per CONSULTANT product standard. 30 days retention time. Backup of the NON-PRD will be replicated to an alternate U.S.-based data center or U.S.-based location. Long Term Backup* PRD Monthly full back up – 7 years retention time Backup of PRD will be replicated to an alternate U.S.-based data center or U.S.-based location. Backup Frequency and retention period for File systems PRD Monthly full backup and daily incremental. Two months retention time. Backup of the PRD will be replicated to an alternate U.S.-based data center or U.S.-based location. NON-PRD Monthly full backup and daily incremental. Two months retention time. Backup of the NON-PRD will be replicated to an alternate U.S.-based data center or U.S.-based location. Incident Reaction and Resolution Time for Incident Management Incident Priority Very High 20 minutes (7x24) and problem determination action plan and resolution within 2hrs for PRD. Incident Priority High 2 hours (7x24) for PRD 4 hours [Local Time on Business Days] for NON-PRD Incident Priority Medium 8 hours [Local Time on Business Days] for PRD and NON-PRD Incident Priority Low 1 Business Day for PRD and NON-PRD * NOTE: The retention periods for Long Term Backup will end at the earlier of the retention time set forth herein or the end of City’s Cloud subscription term, except as otherwise required under the CONSULTANT’s backup obligations under the SOW. This note is a substantive portion of this SLA. 4. INCIDENT PRIORITIES The following priority levels apply to all Incidents (such priority to be assigned by City, and which may be re-assigned by CONSULTANT based on the criteria below and acting reasonably): (a) Very High: An Incident should be categorized with the priority "Very High" if the incident reported has very serious consequences for normal business processes or IT processes related to core business processes, and urgent work cannot be performed. This is generally caused by the following circumstances: • A PRD system is completely down. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 59 of 63 • The imminent go-live or upgrade is jeopardized. • The core business processes of City are seriously affected. • A workaround is not available. The Incident requires immediate processing because the malfunction may cause serious losses. (b) High: An Incident should be categorized with the priority "High" if normal business processes are seriously affected. Necessary tasks cannot be performed. This is caused by incorrect or inoperable functions in the Cloud Computing Environment that are required immediately. The Incident is to be processed as quickly as possible because a continuing malfunction can seriously disrupt the entire productive business flow. (c) Medium: An Incident should be categorized with the priority "Medium" if normal business processes are affected. The problem is caused by incorrect or inoperable functions in the Cloud Computing Environment. A message should be categorized with the priority "Medium" if normal business transactions are affected. (d) Low: An Incident should be categorized with the priority "Low" if the problem has little or no effect on normal business processes. The problem is caused by incorrect or inoperable functions in the Cloud Computing Environment that are not required daily or are rarely used. 5. SERVICE LEVEL REPORTING CONSULTANT shall track and report to City the Service Levels set forth herein in a monthly summary report. (a) City must notify CONSULTANT of any claims for any Service Credits within one (1) month after receipt of the monthly System Availability report by filing a support ticket with CONSULTANT. (b) In the event that one or more of the Services Levels set forth herein are not met, City may notify the CONSULTANT Account Manager and request to analyze Service Levels metric statistics based on the monthly summary report provided by CONSULTANT. (c) CONSULTANT will then promptly (i) determine the root cause or possible root cause of the failure (if known) to meet the Service Level, and (ii) unless failure is excused, develop a corrective action plan, and submit such plan to City for written approval (which will not be unreasonably withheld or delayed) and, following City’s written approval implement the plan in a reasonable period of time (and in accordance with any agreed timescales). (d) If applicable, CONSULTANT will provide the specific Service Credit as described in Section 6 (“Service Level Failures”) below. (e) CONSULTANT will be relieved of its obligation to pay applicable Service Credits and will not be in breach of the Service Level where the root cause analysis (as reasonably performed by CONSULTANT) indicates the failure to meet the relevant Service Level was caused by the City and shall therefore be treated as Excluded Downtime. In the event that City disagrees with the root cause analysis; the parties will discuss the root cause analysis in accordance with the escalation DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 60 of 63 procedure described in Section 44 (“Disputes”) of the CMAS IT General Provisions of the Agreement. 6. SERVICE LEVEL FAILURES (a) Service Credits. Subject to Section 2 (“System Availability”) above, if and to the extent CONSULTANT fails to meet the System Availability Service Level set forth in Section 2, City is entitled to a Service Credit which is calculated as the sum of the Service Credits for NON-PRD, PRD and Server Provisioning, for CONSULTANT’s failure to meet the respective System Availability Service Level. Under no circumstances will the total maximum Service Credits: (i) for any one month, exceed an aggregate of 20% of the Cloud Hosting Fee for that month across all the Systems at 99.5% SA SLA, and an aggregate of 100% of the Cloud Hosting Fee for that month across all SA SLAs; and, (ii) for any given contract year, exceed in the aggregate an amount equal to one-third of the annual Cloud Hosting Fee charged for the contract year (or one third of the total Cloud Hosting Fee charged if the term as defined in the SOW is less than one (1) year). City acknowledges that the Service Credits are the sole and exclusive remedy for CONSULTANT’s failure to meet the specified Service Level, except as otherwise provided for in the Agreement. (b) Application of Service Credit. When City’s entitlement of the Service Credit is confirmed by CONSULTANT in writing (email permitted), CONSULTANT will apply such credit to a future invoice relating to the Cloud Service or provide a refund if no future invoice is due under the Agreement. (c) Termination. In the event of CONSULTANT fails to meet the SLA for PRD Cloud Computing Environment as specified in Section 2 (“System Availability”) above for three (3) consecutive months, City may terminate the Agreement in accordance with Section 23 (“Termination for Default”) of the CMAS IT General Provisions of the Agreement. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 61 of 63 APPENDIX E HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA) BUSINESS ASSOCIATE ADDENDUM This Business Associate Addendum (this “BAA”) supplements and is made a part of that agreement entered into by and between the CITY OF PALO ALTO (“CITY”), and LABYRINTH SOLUTIONS, INC. (“CONSULTANT”) with regard to the CITY’s enterprise resources planning system (the “Agreement”). To the extent that the terms of the Agreement are inconsistent with the terms of this BAA, the terms of this BAA shall control, except as provided in Section 3 below. RECITALS The following recitals are substantive provisions of this BAA and are incorporated herein by reference: WHEREAS in order to perform its obligations under the Agreement, CONSULTANT may have access to CITY electronic protected health information (as defined by 45 C.F.R. § 160.103) (“PHI”) that is subject to the Health Insurance Portability and Accountability Act of 1996 as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 and all implementing regulations of the U.S. Department of Health & Human Services (collectively “HIPAA”); WHEREAS CONSULTANT recognizes that CITY may have obligations under HIPAA to require service providers that create, receive, maintain or transmit PHI to agree to certain contractual terms and conditions in a Business Associate Agreement designed to maintain the privacy and security of such PHI; THEREFORE, the parties agree to the following: 1. This BAA applies to CITY PHI that CONSULTANT has access to in the performance of the Agreement. 2. When CITY provides CONSULTANT with PHI under this BAA, CONSULTANT will protect the privacy and security of such PHI in accordance with the terms specified in Section 3. 3. CONSULTANT will take the following measures designed to protect the privacy and security of CITY PHI, unless otherwise required by law and except to the extent measures more protective of CITY PHI and CITY systems are required under the Agreement, in which case, CONSULTANT shall implement the more protective measures: A. Not use or further disclose such PHI other than as permitted or required for the purpose of performing CONSULTANT’s obligations to or on behalf of the CITY under the Agreement and this BAA. B. Use appropriate administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of such PHI and comply, where applicable to CONSULTANT in its performance of the technical support services, with 45 C.F.R. § 164 Subpart C, to prevent the use or disclosure of such PHI other than as provided under this BAA; additional information concerning such measures may be specified in this BAA. C. Report to CITY any use or disclosure of such PHI/ePHI in violation of the terms of this BAA of which CONSULTANT becomes aware, including Breaches of Unsecured Protected Health Information as required by 45 C.F.R. § 164.410 (as those terms are defined by 45 C.F.R. § 164.402) and Security Incidents (as defined by 45 CFR 164.304). Such report shall include the identification of each individual, to the extent known by CONSULTANT, whose unsecured protected health information has been, or is reasonably believed by CONSULTANT to have been, accessed, acquired or disclosed during such breach. To the extent known, CONSULTANT shall also provide CITY with: a brief description of what happened, including the date of the breach and the date of the discovery of the breach; a description of the types of unsecured PHI that were involved in the breach; and a brief description of what CONSULTANT is doing to investigate the breach, remediate its cause, and protect against any further breaches of the same or similar nature. D. In accordance with 45 C.F.R. § 164.502(e)(1)(ii) and § 164.308(b)(2), ensure that any subcontractors that access, receive, maintain, or transmit such PHI on CONSULTANT’s behalf in its provision of technical support services under this BAA agree in all material respects to the same restrictions and conditions that apply to CONSULTANT with respect to such PHI under this BAA. E. Make available to CITY any requests received by CONSULTANT from individuals to inspect or obtain a copy of their PHI in accordance with 45 C.F.R. § 164.524. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 62 of 63 F. Make available to CITY any requests received by CONSULTANT from individuals to have their PHI amended in accordance with 45 C.F.R. § 164.526. G. Make available to CITY any requests received by CONSULTANT from individuals for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528. H. Make its internal practices, books and records relating to the use and disclosure of such PHI available to the Secretary of the United States Department of Health and Human Services or his or her designee for purposes of determining CITY compliance with 45 C.F.R. § 164 Subpart E . I. At the end of the term of the Agreement or upon termination thereof in accordance with its terms, if feasible and at CITY request, CONSULTANT shall return or destroy any such PHI then in its possession in any form, and retain no copies of such PHI. If such return or destruction is not feasible, CONSULTANT will extend the protections specified in the order under which the technical support services were acquired to such PHI and limit further uses and disclosures to those purposes that make its return or destruction of such PHI infeasible. 4. ADDITIONAL TERMS A. CITY may terminate this BAA if CONSULTANT is in material breach of the obligations stated herein and fails to correct the breach within 30 days of written specification of the breach. B. If CONSULTANT knows of a pattern of activity or practice of a subcontractor that constitutes a material breach of the subcontractor’s obligation of the contract executed with CONSULTANT in accordance with Section 3.D above, CONSULTANT will promptly require the subcontractor to cure the breach or end the violation, as applicable, and if such steps are unsuccessful, terminate the contract, if feasible. C. The terms and conditions of this BAA shall survive termination of the Agreement. D. When using or disclosing such PHI or when requesting such PHI from CITY, the parties shall make reasonable efforts to limit PHI to the minimum necessary to accomplish the intended purposes of the use, disclosure or request. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 63 of 63 EXHIBIT 2 Overview of AWS Security – Compute Services DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Overview of AWS Security - Compute Services June 2016 (Please consult http://aws.amazon.com/security/ for the latest version of this paper) DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 2 of 8 © 2016, Amazon Web Services, Inc. or its affiliates. All rights reserved. Notices This document is provided for informational purposes only. It represents AWS’ current product offerings and practices as of the date of issue of this document, which are subject to change without notice. Customers are responsible for making their own independent assessment of the information in this document and any use of AWS’ products or services, each of which is provided “as is” without warranty of any kind, whether express or implied. This document does not create any warranties, representations, contractual commitments, conditions or assurances from AWS, its affiliates, suppliers or licensors. The responsibilities and liabilities of AWS to its customers are controlled by AWS agreements, and this document is not part of, nor does it modify, any agreement between AWS and its customers. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 3 of 8 AWS Service-Specific Security Not only is security built into every layer of the AWS infrastructure, but also into each of the services available on that infrastructure. AWS services are architected to work efficiently and securely with all AWS networks and platforms. Each service provides extensive security features to enable you to protect sensitive data and applications. Compute Services Amazon Web Services provides a variety of cloud-based computing services that include a wide selection of compute instances that can scale up and down automatically to meet the needs of your application or enterprise. Amazon Elastic Compute Cloud (Amazon EC2) Security Amazon Elastic Compute Cloud (EC2) is a key component in Amazon’s Infrastructure as a Service (IaaS), providing resizable computing capacity using server instances in AWS’ data centers. Amazon EC2 is designed to make web-scale computing easier by enabling you to obtain and configure capacity with minimal friction. You create and launch instances, which are collections of platform hardware and software. Multiple Levels of Security Security within Amazon EC2 is provided on multiple levels: the operating system (OS) of the host platform, the virtual instance OS or guest OS, a firewall, and signed API calls. Each of these items builds on the capabilities of the others. The goal is to prevent data contained within Amazon EC2 from being intercepted by unauthorized systems or users and to provide Amazon EC2 instances themselves that are as secure as possible without sacrificing the flexibility in configuration that customers demand. The Hypervisor Amazon EC2 currently utilizes a highly customized version of the Xen hypervisor, taking advantage of paravirtualization (in the case of Linux guests). Because paravirtualized guests rely on the hypervisor to provide support for operations that normally require privileged access, the guest OS has no elevated access to the CPU. The CPU provides four separate privilege modes: 0-3, called rings. Ring 0 is the most privileged and 3 the least. The host OS executes in Ring 0. However, rather than executing in Ring 0 as most operating systems do, the guest OS runs in a lesser- privileged Ring 1 and applications in the least privileged Ring 3. This explicit DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 4 of 8 virtualization of the physical resources leads to a clear separation between guest and hypervisor, resulting in additional security separation between the two. Instance Isolation Different instances running on the same physical machine are isolated from each other via the Xen hypervisor. AWS is active in the Xen community, which provides awareness of the latest developments. In addition, the AWS firewall resides within the hypervisor layer, between the physical network interface and the instance's virtual interface. All packets must pass through this layer, thus an instance’s neighbors have no more access to that instance than any other host on the Internet and can be treated as if they are on separate physical hosts. The physical RAM is separated using similar mechanisms. Customer instances have no access to raw disk devices, but instead are presented with virtualized disks. In addition, memory allocated to guests is scrubbed (set to zero) by the hypervisor when it is unallocated to a guest. The memory is not returned to the pool of free memory available for new allocations until the memory scrubbing is complete. AWS recommends customers further protect their data using appropriate means. One common solution is to run an encrypted file system on top of the virtualized disk device: Figure 3: Amazon EC2 Multiple Layers of Security Host Operating System: Administrators with a business need to access the management plane are required to use multi- factor authentication to gain access to purpose-built administration hosts. These administrative hosts are systems that are specifically designed, built, configured, and hardened to protect the management plane of the cloud. All such access is logged and audited. When an employee no longer has a business need to access the management plane, the privileges and access to these hosts and relevant systems can be revoked. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 5 of 8 Guest Operating System: Virtual instances are completely controlled by you, the customer. You have full root access or administrative control over accounts, services, and applications. AWS does not have any access rights to your instances or the guest OS. AWS recommends a base set of security best practices to include disabling password-only access to your guests, and utilizing some form of multi-factor authentication to gain access to your instances (or at a minimum certificate-based SSH Version 2 access). Additionally, you should employ a privilege escalation mechanism with logging on a per-user basis. For example, if the guest OS is Linux, after hardening your instance you should utilize certificate- based SSHv2 to access the virtual instance, disable remote root login, use command-line logging, and use ‘sudo’ for privilege escalation. You should generate your own key pairs in order to guarantee that they are unique, and not shared with other customers or with AWS. AWS also supports the use of the Secure Shell (SSH) network protocol to enable you to log in securely to your UNIX/Linux EC2 instances. Authentication for SSH used with AWS is via a public/private key pair to reduce the risk of unauthorized access to your instance. You can also connect remotely to your Windows instances using Remote Desktop Protocol (RDP) by utilizing an RDP certificate generated for your instance. You also control the updating and patching of your guest OS, including security updates. AWS-provided Windows and Linux-based AMIs are updated regularly with the latest patches, so if you do not need to preserve data or customizations on your running Amazon AMI instances, you can simply relaunch new instances with the latest updated AMI. In addition, updates are provided for the Amazon Linux AMI via the Amazon Linux yum repositories. Firewall: Amazon EC2 provides a complete firewall solution; this mandatory inbound firewall is configured in a default deny-all mode and Amazon EC2 customers must explicitly open the ports needed to allow inbound traffic. The traffic may be restricted by protocol, by service port, as well as by source IP address (individual IP or Classless Inter-Domain Routing (CIDR) block). The firewall can be configured in groups permitting different classes of instances to have different rules. Consider, for example, the case of a traditional three-tiered web application. The group for the web servers would have port 80 (HTTP) and/or port 443 (HTTPS) open to the Internet. The group for the application servers would have port 8000 (application specific) accessible only to the web server group. The group for the database servers would have port 3306 (MySQL) open only to the application server group. All three groups would permit administrative access on port 22 (SSH), but only from the customer’s corporate network. Highly secure applications can be deployed using this expressive mechanism. See diagram below: DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 6 of 8 Figure 4: Amazon EC2 Security Group Firewall The firewall isn’t controlled through the guest OS; rather it requires your X.509 certificate and key to authorize changes, thus adding an extra layer of security. AWS supports the ability to grant granular access to different administrative functions on the instances and the firewall, therefore enabling you to implement additional security through separation of duties. The level of security afforded by the firewall is a function of which ports you open, and for what duration and purpose. The default state is to deny all incoming traffic, and you should plan carefully what you will open when building and securing your applications. Well-informed traffic management and security design are still required on a per- instance basis. AWS further encourages you to apply additional per-instance filters with host-based firewalls such as IPtables or the Windows Firewall and VPNs. This can restrict both inbound and outbound traffic. API Access: API calls to launch and terminate instances, change firewall parameters, and perform other functions are all signed by your Amazon Secret Access Key, which could be either the AWS Accounts Secret Access Key or the Secret Access key of a user created with AWS IAM. Without access to your Secret Access Key, Amazon EC2 API calls cannot be made on your behalf. In addition, API calls can be encrypted with SSL to maintain confidentiality. AWS recommends always using SSL-protected API endpoints. Permissions: AWS IAM also enables you to further control what APIs a user has permissions to call. Elastic Block Storage (Amazon EBS) Security: Amazon Elastic Block Storage (EBS) allows you to create storage volumes from 1 GB to 16 TB that can be mounted as devices by DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 7 of 8 Amazon EC2 instances. Storage volumes behave like raw, unformatted block devices, with user supplied device names and a block device interface. You can create a file system on top of Amazon EBS volumes, or use them in any other way you would use a block device (like a hard drive). Amazon EBS volume access is restricted to the AWS Account that created the volume, and to the users under the AWS Account created with AWS IAM if the user has been granted access to the EBS operations, thus denying all other AWS Accounts and users the permission to view or access the volume. Data stored in Amazon EBS volumes is redundantly stored in multiple physical locations as part of normal operation of those services and at no additional charge. However, Amazon EBS replication is stored within the same availability zone, not across multiple zones; therefore, it is highly recommended that you conduct regular snapshots to Amazon S3 for long-term data durability. For customers who have architected complex transactional databases using EBS, it is recommended that backups to Amazon S3 be performed through the database management system so that distributed transactions and logs can be checkpointed. AWS does not perform backups of data that are maintained on virtual disks attached to running instances on Amazon EC2. You can make Amazon EBS volume snapshots publicly available to other AWS Accounts to use as the basis for creating your own volumes. Sharing Amazon EBS volume snapshots does not provide other AWS Accounts with the permission to alter or delete the original snapshot, as that right is explicitly reserved for the AWS Account that created the volume. An EBS snapshot is a block-level view of an entire EBS volume. Note that data that is not visible through the file system on the volume, such as files that have been deleted, may be present in the EBS snapshot. If you want to create shared snapshots, you should do so carefully. If a volume has held sensitive data or has had files deleted from it, a new EBS volume should be created. The data to be contained in the shared snapshot should be copied to the new volume, and the snapshot created from the new volume. Amazon EBS volumes are presented to you as raw unformatted block devices that have been wiped prior to being made available for use. Wiping occurs immediately before reuse so that you can be assured that the wipe process completed. If you have procedures requiring that all data be wiped via a specific method, such as those detailed in DoD 5220.22-M (“National Industrial Security Program Operating Manual “) or NIST 800-88 (“Guidelines for Media Sanitization”), you have the ability to do so on Amazon EBS. Encryption of sensitive data is generally a good security practice, and AWS provides the ability to encrypt EBS volumes and their snapshots with AES-256. The encryption occurs on the servers that host the EC2 instances, providing encryption of data as it moves between EC2 instances and EBS storage. In order to be able to do this efficiently and with low latency, the EBS encryption feature is only available on EC2's more powerful instance types (e.g., M3, C3, R3, G2). Auto Scaling Security Auto Scaling allows you to automatically scale your Amazon EC2 capacity up or down according to conditions you define, so that the number of Amazon EC2 instances you are using scales up DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Page 8 of 8 seamlessly during demand spikes to maintain performance, and scales down automatically during demand lulls to minimize costs. Like all AWS services, Auto Scaling requires that every request made to its control API be authenticated so only authenticated users can access and manage Auto Scaling. Requests are signed with an HMAC-SHA1 signature calculated from the request and the user’s private key. However, getting credentials out to new EC2 instances launched with Auto- Scaling can be challenging for large or elastically scaling fleets. To simplify this process, you can use roles within IAM, so that any new instances launched with a role will be given credentials automatically. When you launch an EC2 instance with an IAM role, temporary AWS security credentials with permissions specified by the role will be securely provisioned to the instance and will be made available to your application via the Amazon EC2 Instance Metadata Service. The Metadata Service will make new temporary security credentials available prior to the expiration of the current active credentials, so that valid credentials are always available on the instance. In addition, the temporary security credentials are automatically rotated multiple times per day, providing enhanced security. You can further control access to Auto Scaling by creating users under your AWS Account using AWS IAM, and controlling what Auto Scaling APIs these users have permission to call. Further Reading https://aws.amazon.com/security/security-resources/ Introduction to AWS Security Processes Overview of AWS Security - Storage Services Overview of AWS Security - Database Services Overview of AWS Security - Compute Services Overview of AWS Security - Application Services Overview of AWS Security - Analytics, Mobile and Application Services Overview of AWS Security – Network Services DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Procurement Division 707 Third Street, 2nd Floor, MS #2-202 West Sacramento, CA 95605-2811 State of California MULTIPLE AWARD SCHEDULE Labyrinth Solutions Inc. CMAS NUMBER: 3-19-70-3652A SUPPLEMENT NO.: N/A CMAS TERM DATES: 2/13/2019 through 4/21/2021 CMAS CATEGORY: Information Technology Goods & Services APPLICABLE TERMS & CONDITIONS: March 15, 2018 MAXIMUM ORDER LIMIT: State Agencies: See Purchasing Authority Dollar Threshold provision Local Government Agencies: Unlimited FOR USE BY: State & Local Government Agencies BASE GSA SCHEDULE NO.: GS-35F-281DA BASE SCHEDULE HOLDER: CGI Federal Inc. This CMAS provides for the purchase and warranty of software, software maintenance as a product, software as a service, and information technology (IT) consulting services. (See page 2 for the specific brands, labor categories, and restrictions applicable to this CMAS.) NOTICE: Products and/or services on this CMAS may be available on a Mandatory Statewide Contracts. If this is the case, the use of this CMAS is restricted unless the State agency has an approved exemption as explained in the Statewide Contract User Instructions. Information regarding Statewide Contracts can be obtained at the website: www.documents.dgs.ca.gov/pd/contracts/contractindexlisting.pdf. This requirement is not applicable to local government entities. When implementing both IT consulting services and cloud computing solutions on the same purchase order, the IT consulting services provided under this CMAS are only to implement the cloud computing solutions covered by this CMAS. The most current Ordering Instructions and Special Provisions, CMAS Terms and Conditions, and products and/or services are included herein. All purchase orders issued by State agencies under this CMAS shall incorporate these Ordering Instructions and Special Provisions and CMAS Terms and Conditions dated March 15, 2018. ________________Original Signature on File____________ Effective Date: 2/13/2019 JANNA WELK, Program Analyst, California Multiple Award Schedules Unit DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) LABYRINTH SOLUTIONS INC. CMAS NO. 3-19-70-3652A Ordering Instructions and Special Provisions 2 Agency non-compliance with the requirements of this CMAS may result in the loss of delegated authority to use the CMAS program. CMAS contractor non-compliance with the requirements of this CMAS may result in termination of the CMAS. CMAS PRODUCT & SERVICE CODES The CMAS Product & Service Codes listed below are for marketing purposes only. Review this CMAS and the base contract identified below for the products and/or services available on this CMAS. Software Software-Software as a Service Software-Work Force Management IT Consult-Database Design IT Consult-Project Mgmt IT Consult-Require Analysis IT Consult-System Design IT Consult-System Development IT Consult-System Implement IT Consult-System Integration IT Consult-System Mgmt IT Consult-System Security AVAILABLE PRODUCTS AND/OR SERVICES Only products from the manufacturer(s) listed below are available within the scope of this CMAS: SAP The ordering agency must verify all products and/or services are currently available on the base GSA schedule at the GSA eLibrary. Access the GSA eLibrary at www.gsaelibrary.gsa.gov. Only the following job titles are available within the scope of this CMAS: Software Developer/Programmer Level 5 Database Administrator Level 5 Functional Subject Matter Expert Level 5 Security CIP Architect/SME Level 5 Project Manager Level 5 Systems Administrator Level 5 Systems Analyst Level 5 You may verify the following current information about the job titles available on this CMAS at the GSA eLibrary (using the base GSA schedule number identified below): Description of the functional requirements Minimum education and experience requirements Maximum pricing allowed (lower pricing acceptable) Access the GSA eLibrary at www.gsaelibrary.gsa.gov. EXCLUDED PRODUCTS AND/OR SERVICES Training Courses, and Order-Level Materials are not available under this CMAS. CMAS BASE CONTRACT This CMAS is based on some or all of the products and/or services and prices from GSA Schedule No. GS-35F-281DA (CGI FEDERAL INC.) with a GSA term of 4/22/2016 through 4/21/2021. Replace “CGI Federal Inc.” with “Labyrinth Solutions Inc.” where “CGI Federal Inc.” is referenced in the federal GSA multiple award Contract Terms and Conditions. ISSUE PURCHASE ORDER TO Agency purchase orders must be either mailed or emailed to the following: Labyrinth Solutions Inc. 303 Wyman Street, Suite 300 Waltham, MA 02451 Attn: Nancy McGee E-mail: nmcgee@lsiconsulting.com Agencies with questions regarding products and/or services may contact the CMAS contractor as follows: Contact: Nader Tirandazi Phone: (858) 342-6665 E-mail: ntirandazi@lsiconsulting.com CMAS PRICES The maximum prices allowed for the products and/or services available in this CMAS are those set forth in the base contract identified on page 2 of this CMAS. The ordering agency is encouraged to seek prices lower than those on this CMAS. When responding to an agency’s Request for Offer (RFO), the CMAS contractor can offer lower prices to be competitive. WARRANTY For warranties, see the federal GSA schedule and the CMAS Terms and Conditions, General Provisions, CMAS Warranty. CMAS contractor personnel shall have the experience, education and expertise as delineated in the base contract. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) LABYRINTH SOLUTIONS INC. CMAS NO. 3-19-70-3652A Ordering Instructions and Special Provisions 3 DELIVERY 30 days after receipt of order, or as negotiated between agency and CMAS contractor and included in the purchase order, or as otherwise stipulated in the contract. SHIPPING INSTRUCTIONS F.O.B. (Free On Board) Destination. Seller pays the freight charges. PURCHASING AUTHORITY DOLLAR THRESHOLD Unless otherwise determined by in individual ordering agency purchasing authority, order limits for the purchase of goods and/or services is: Information Technology Goods and Services: $500,000 No CMAS order may be executed by a State agency that exceeds that agency’s purchasing authority threshold. State agencies with approved purchasing authority, along with their dollar thresholds can be obtained at: www.dgs.ca.gov/pd/Programs/Delegated.aspx. HOW TO USE CMAS Agencies must adhere to the detailed requirements in the State Contracting Manual (SCM) when using CMAS. The requirements for the following bullets are in the SCM, Volume 2, Chapter 6 (for non-IT), the SCM, Volume 3, Chapter 6 (for IT), and the SCM, Volume FI$Cal, Chapter 5 (FI$Cal): Develop a Request for Offer, which includes a Scope of Work (SOW), and Bidder Declaration form. For information on the Bidder Declaration requirements, see the SCM, Volume 2, Section 3.5.7 and Volume 3, Section 3.4.7. Search for potential CMAS contractors at www.dgs.ca.gov/pd/Programs/Leveraged/CMAS.a spx, select “Find a CMAS Contractor.” Solicit offers from a minimum of 3 CMAS contractors including one small business and/or DVBE, if available, who are authorized to sell the products and/or services needed. If soliciting offers from a certified DVBE, include the Disabled Veteran Business Enterprise Declarations form (Std. 843) in the Request for Offer. This declaration must be completed and returned by the DVBE prime contractor and/or any DVBE subcontractors. (See the SCM Volumes 2, 3, and FI$Cal, Chapter 3). This is not a bid transaction, so the small business preference, DVBE incentives, protest language, intents to award, evaluation criteria, advertising, etc., are not applicable. If less than 3 offers are received, State agencies must document their file with the reasons why the other suppliers solicited did not respond with an offer. Assess the offers received using best value methodology, with cost as one of the criteria. Issue a Purchase Order to the selected CMAS contractor. For CMAS transactions under $10,000, only one offer is required if the State agency can establish and document that the price is fair and reasonable. The fair and reasonable method can only be used for non-customizable purchases. Local governments set their own order limits, and are not bound by the order limits on the cover page of this CMAS. SPLITTING ORDERS Splitting orders to avoid any monetary limitations is prohibited. Do not circumvent normal procurement methods by splitting purchases into a series of delegated purchase orders, per Public Contract Code (PCC) § 10329. Splitting a project into small projects to avoid either fiscal or procedural controls is prohibited, per State Administrative Manual (SAM) § 4819.34. MINIMUM ORDER LIMITATION There is no minimum dollar value limitation on orders placed under this CMAS. ORDERING PROCEDURES 1. Purchase Orders All Ordering Agency purchase order documents executed under this CMAS must contain the applicable CMAS number as show on page 1. 1. State Departments: Std. 65 Purchase Documents – State departments not transacting in FI$Cal must use the Purchasing Authority Purchase Order (Std. 65) for purchase execution. An electronic version of the Std. 65 is available at the DGS- PD website at www.dgs.ca.gov/pd/Forms.aspx (select Standard STD Forms). FI$Cal Purchase Documents – State departments transacting in FI$Cal will follow the FI$Cal procurement and contracting procedures. 2. Local Governmental Departments: Local governmental agencies may use their own purchase document for purchase execution. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) LABYRINTH SOLUTIONS INC. CMAS NO. 3-19-70-3652A Ordering Instructions and Special Provisions 4 The agency is required to complete and distribute the purchase order. For services, the agency shall modify the information contained on the order to include the service period (start and end date), and the monthly cost (or other intermittent cost), and any other information pertinent to the services being provided. The cost for each line item should be included in the order, not just system totals. The contractor must immediately reject purchase orders that are not accurate. Discrepancies are to be negotiated and incorporated into the purchase order prior to the products and services being delivered. 2. Service and Delivery after CMAS Expiration The purchase order must be issued before the CMAS expires. However, delivery of the products or completion of the services may be after the CMAS expires (unless otherwise specifically stated in the purchase order). 3. Multiple CMAS Agreements on a Single Purchase Order Agencies wishing to include multiple CMAS(s) on a single FI$Cal purchase order must adhere to the following guidelines: • All CMAS must be for the same CMAS contractor. • The purchase order must go to one contractor location. • Write the word “CMAS” in the space usually reserved for the contract number. On Std. 65’s, this is at the top of the form. The word “CMAS” signifies that the purchase order contains items from multiple CMAS agreements. The purchasing agency may only use one bill code. • For each individual CMAS (as differentiated by alpha suffix), the agency must identify and group together the CMAS number with the line items and subtotal per CMAS number (do not include tax in the subtotal), and sequentially identify each individual CMAS as Sub #1, Sub #2, Sub #3, etc. This facilitates accurate billing of administrative fees by the Procurement Division. • The total of all items on the purchase order must not exceed the purchase order limit identified in the CMAS. • Do not combine items from both non-IT and Information Technology CMAS(s). A non-IT CMAS begin with the number “4” and an Information Technology CMAS begins with the number “3.” The purchase order limits are different for these two types of CMAS agreements. 4. Amendments to Agency's Purchase Orders Agency purchase orders cannot be amended if the CMAS has expired. The SCM, Volumes 2 & 3, Chapter 6.A5.0 and SCM, Volume FI$Cal, Chapter 5.A4.0 provides the following direction regarding amendments to all types of CMAS purchase orders: Original orders, which include options for changes (e.g., quantity or time), that were evaluated and considered in the selection for award during the RFO process, may be amended consistent with the terms of the original order, provided that the original order allowed for amendments. If the original order did not evaluate options, then amendments are not allowed unless an NCB is approved for those amendments. Amendments unique to non-IT services are covered in the SCM, Volume 2, Chapter 6.B2.9 and SCM, Volume FI$Cal, Chapter 5.A4.1 as follows: If the original contract permitted amendments, but did not specify the changes (e.g., quantity or time), it may be amended, per Public Contract Code (PCC) § 10335 (d)(1). This only applies to the first amendment. The time shall not exceed one year, or add not more than 30% of the original order value and may not exceed $250,000. If the original contract did not have language permitting amendments, the NCB process must be followed. Also, see the SCM, Volumes 2 & 3, Chapter 8, Topic 6, for more information on amending purchase orders. CMAS CONTRACTOR OWNERSHIP INFORMATION Labyrinth Solutions Inc. is a large business enterprise. SMALL BUSINESS MUST BE CONSIDERED Prior to placing orders under the CMAS program, State agencies shall whenever practicable first consider offers from small businesses that have established CMAS [Government Code (GC) § 14846(b)]. NOTE: The Department of General Services auditors will request substantiation of compliance with this requirement when agency files are reviewed. The following website lists CMAS small business and Disabled Veteran Partners: www.dgs.ca.gov/pd/Programs/Leveraged/CMAS.aspx then select “Find a CMAS Contractor”. In response to our commitment to increase participation by small businesses, the Department of General Services waives the administrative fee (a fee currently charged to customer agencies to support the CMAS program) for orders to certified small business enterprises. See the current fees in the DGS Price Book at: www.dgs.ca.gov/ofs/Pricebook.aspx. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) LABYRINTH SOLUTIONS INC. CMAS NO. 3-19-70-3652A Ordering Instructions and Special Provisions 5 SMALL BUSINESS/DVBE - TRACKING State agencies are able to claim subcontracting dollars towards their small business or DVBE goals whenever the CMAS contractor subcontracts a commercially useful function to a certified small business or DVBE. The CMAS contractor will provide the ordering agency with the name of the small business or DVBE used and the dollar amount the ordering agency can apply towards its small business or DVBE goal. SMALL BUSINESS/DVBE - SUBCONTRACTING 1. The amount an ordering agency can claim towards achieving its small business or DVBE goals is the dollar amount of the subcontract award made by the CMAS contractor to each small business or DVBE. 2. The CMAS contractor will provide an ordering agency with the following information at the time the order is quoted: a. The CMAS contractor will state that, as the prime contractor, it shall be responsible for the overall execution of the fulfillment of the order. b. The CMAS contractor will indicate to the ordering agency how the order meets the small business or DVBE goal, as follows: List the name of each company that is certified by the Office of Small Business and DVBE Services that it intends to subcontract a commercially useful function to; and Include the small business or DVBE certification number of each company listed, and attach a copy of each certification; and Indicate the dollar amount of each subcontract with a small business or DVBE that may be claimed by the ordering agency towards the small business or DVBE goal; and Indicate what commercially useful function the small business or DVBE subcontractor will be providing towards fulfillment of the order. 3. The ordering agency’s purchase order must be addressed to the prime Contractor, and the purchase order must reference the information provided by the prime Contractor as outlined above. SPECIAL MANUFACTURED GOODS Any CMAS for goods to be manufactured by the CMAS contractor specifically for the State and not suitable for sale to others may require progress payments. CONSULTING OR PERSONAL SERVICES To ensure sufficient expertise for all consulting or personal services, prior to issuing an order, the agency is required to review the resumes of all personnel the CMAS contractor intends to use to fulfill the order. Each agency is responsible for verifying that contractor personnel meet any education or experience requirements listed in the base contract. Each order should contain, as a minimum, a description of the task, a statement of the contractor’s responsibilities, completion criteria, a list of deliverable items (if any), the estimated starting date, the scheduled completion date, and a fixed cost for each task. The aggregate of the fixed costs for all tasks constitutes the fixed price ceiling for all tasks described. 1. Progress Payments For an IT service CMAS, see the CMAS IT Terms and Conditions, Provision #75, CMAS Progress Payments & Risk Assessment. For a Non-IT service CMAS, see the CMAS Non-IT Services Terms and Conditions, Provision #41, Progress Payments. 2. Outsourcing Services Careful analysis must be given by State agencies to using contracted personnel rather than using civil service positions within State government. Government Code (GC) § 19130(c) requires that all persons who provide services to the State under conditions that constitute an employment relationship shall, unless exempted by Article VII (Section 4) of the California Constitution, be retained under an appropriate civil service appointment. Issuing a CMAS purchase order for services to an independent contractor is permissible when any of the following conditions set forth in Government Code (GC) §19130(b) can be met: Exempt under Constitution New State function and legislative authority Service not available; highly specialized or Technical Incidental to the purchase or lease Conflict of interest; need unbiased findings Emergency appointment Private counsel, with Attorney General (AG) approval and Governor’s Office, if applicable Contractor will provide deliverables that are not feasible for the State to provide Training when civil service is not available Urgent, temporary, or occasional services when civil service delay would frustrate the purpose (see Option 2 below) DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) LABYRINTH SOLUTIONS INC. CMAS NO. 3-19-70-3652A Ordering Instructions and Special Provisions 6 When justified as outlined above, personal services must fall under one of the two following options: Option 1. CMAS orders for personal services such as project management, independent verification and validation, systems analysis and design, and miscellaneous services are not limited to the number of hours or months per year that a consultant can work if the services contracted for are not available within civil service, cannot be performed satisfactorily by civil service employees, or are of such a highly specialized or technical nature that the necessary expert knowledge, experience, and ability are not available through the civil service system (Government Code (GC) § 19130.b (3)). Option 2. CMAS personal services orders for programmers, systems analysts, and technical specialists which are of an urgent, temporary, or occasional nature, such that hiring additional civil service positions is not feasible, are limited to nine months (1548 hours) per consultant within a twelve consecutive month period (Government Code (GC) § 19130.b (10)/California State Constitution, Article VII, Section 5). This provision is per agency and is inclusive of orders issued on your behalf by another agency. Contractors must wait three (3) months from CMAS order termination/expiration before submitting the candidate’s resume for work at the same agency/department. For both options above, the contractor may conduct training courses for which appropriately qualified civil service instructors are not available, provided that permanent instructor positions in academies or similar settings shall be filled through civil service appointment (Government Code (GC) § 19130.b (9)). For each order, the agency must prepare and retain in their file a written justification that includes specific and detailed factual information that demonstrates that the contract meets one or more of the conditions set forth in Government Code (GC) § 19130(b). 3. State Personnel Board Requirements State Personnel Board (SPB) approval is required for a purchase order based on cost savings to the State as justification for not using civil service personnel. 4. Statement of Work A Statement of Work (SOW) must be prepared as applicable for each purchase order. Information regarding the preparation of a SOW is available at www.dgs.ca.gov/pd/Programs/Leveraged/CMAS.as px, then select “For State Agencies”. Agencies are strongly encouraged to use this information when developing SOW requirements that will accompany the Request for Offer and the resulting purchase order. 5. Follow-on Contracts are Prohibited No person, firm, or subsidiary thereof who has been awarded a purchase order for consulting services, or a purchase order that includes a consulting component, may be awarded a purchase order for the provision of services, delivery of goods or supplies, or any other related action which is required, suggested, or otherwise deemed appropriate as an end product of the purchase order (Public Contract Code (PCC) § 10365.5). Therefore, any consultant who develops a program study or provides formal recommendations is precluded from providing any work recommended in the program study or the formal recommendation. PRODUCTIVE USE REQUIREMENTS The customer in-use requirement applies to all procurements of information technology equipment and software, per the SCM, Volume 3, Chapter 2, Section 2.B6.2 and SCM, Volume FI$Cal, Chapter 2, Section 2.E3.2. Each equipment or software component must be in current operation for a paying customer and the paying customer must be external to the contractor’s organization (not owned by the contractor and not owning the contractor). To substantiate compliance with the Productive Use Requirements, the CMAS contractor must provide upon request the name and address of a customer installation and the name and telephone number of a contact person. The elapsed time such equipment or software must have been in operation is based upon the importance of the equipment or software for system operation and its cost. The following designates product categories and the required period of time for equipment or software operation prior to approval of the replacement item on CMAS. Category 1 - Critical Software: Critical software is software that is required to control the overall operation of a computer system or peripheral equipment. Included in this category are operating systems, data base management systems, language interpreters, assemblers and compilers, communications software, and other essential system software. Cost Installation Final Bid Submission More than $100,000 8 months 6 months $10,000 up to $100,000 4 months 3 months Less than $10,000 1 month 1 month DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) LABYRINTH SOLUTIONS INC. CMAS NO. 3-19-70-3652A Ordering Instructions and Special Provisions 7 Category 2 - All Information Technology Equipment and Non-Critical Software: Information technology equipment is defined in State Administrative Manual (SAM) § 4819.2. Cost Installation Final Bid Submission More than $100,000 6 months 4 months $10,000 up to $100,000 4 months 3 months Less than $10,000 1 month 1 month OPEN MARKET/INCIDENTAL, NON-SCHEDULE ITEMS The only time that open market/incidental, non-schedule items may be included in a CMAS order is when they fall under the parameters of the Not Specifically Priced (NSP) Items provision. If the NSP provision is not included in the CMAS, or the products and/or services required do not qualify under the parameters of the NSP provision, the products and/or services must be procured separate from CMAS. NOT SPECIFICALLY PRICED (NSP) ITEMS The NSP provision is not applicable to this CMAS. STATE AND LOCAL GOVERNMENTS CAN USE CMAS State and local government agency use of CMAS is optional. A local government is any city, county, city and county, district, or other local governmental body or corporation, including UC, CSU, K-12 schools and community colleges empowered to expend public funds. While the State makes this CMAS available, each local government agency should make its own determination whether the CMAS program is consistent with their procurement policies and regulations. UPDATES AND/OR CHANGES A CMAS amendment is not required for updates and/or changes once the update and/or change becomes effective for the federal GSA schedule, except as follows: A CMAS amendment is required when the CMAS is based on specific products and/or services from another contractor’s multiple award contract and the contractor wants to add a new manufacturer’s products and/or services. A CMAS amendment is required for new federal contract terms and conditions that constitute a material difference from existing contract terms and conditions. A material change has a potentially significant effect on the delivery, quantity or quality of items provided, the amount paid to the contractor or on the cost to the State. A CMAS amendment is required to update and/or change terms and conditions and/or products and services based on a non-federal GSA multiple award contract. SELF-DELETING FEDERAL GSA TERMS AND CONDITIONS Instructions, or terms and conditions that appear in the Special Items or other provisions of the federal GSA and apply to the purchase, license, or rental (as applicable) of products or services by the U.S. Government in the United States, and/or to any overseas location shall be self-deleting. (Example: "Examinations of Records" provision). Federal regulations and standards, such as Federal Acquisition Regulation (FAR), Federal Information Resources Management Regulation (FIRMR), Federal Information Processing Standards (FIPS), General Services Administration Regulation (GSAR), or Federal Installment Payment Agreement (FIPA) shall be self- deleting. Federal blanket orders and small order procedures are not applicable. ORDER OF PRECEDENCE The CMAS Terms and Conditions takes precedence if there is a conflict between the terms and conditions of the contractor's federal GSA, (or other multiple award contract), packaging, invoices, catalogs, brochures, technical data sheets or other documents (see CMAS Terms and Conditions, CONFLICT OF TERMS). APPLICABLE CODES, POLICIES AND GUIDELINES All California codes, policies, and guidelines are applicable. THE USE OF CMAS DOES NOT REDUCE OR RELIEVE STATE AGENCIES OF THEIR RESPONSIBILITY TO MEET STATEWIDE REQUIREMENTS REGARDING CONTRACTING OR THE PROCUREMENT OF GOODS OR SERVICES. Most procurement and contract codes, policies, and guidelines are incorporated into CMAS agreements. Nonetheless, there is no guarantee that every possible requirement that pertains to all the different and unique State processes has been included. PAYMENTS AND INVOICES 1. Payment Terms Payment terms for this CMAS are net 45 days. Payment will be made in accordance with the provisions of the California Prompt Payment Act, Government Code (GC) § 927 et. seq. Unless expressly exempted by statute, the Act requires State agencies to pay properly submitted, undisputed invoices not more than 45 days after (i) the date of acceptance of goods or performance of services; or (ii) receipt of an undisputed invoice, whichever is later. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) LABYRINTH SOLUTIONS INC. CMAS NO. 3-19-70-3652A Ordering Instructions and Special Provisions 8 2. Payee Data Record (Std. 204) State Agencies not transacting in FI$Cal, must obtain a copy of the Payee Data Record (Std. 204) in order to process payments. State Ordering Agencies forward a copy of the Std. 204 to their accounting office(s). Without the Std. 204, payment may be unnecessarily delayed. State Agencies should contact the CMAS contractor for copies of the Payee Data Record. 3. DGS Administrative and Incentive Fees Orders from State Agencies: The Department of General Services (DGS) will bill each State agency directly an administrative fee for use of CMAS. The administrative fee should NOT be included in the order total, nor remitted before an invoice is received from DGS. This administrative fee is waived for CMAS purchase orders issued to California certified small businesses. See the current administrative fees in the DGS Price Book at: www.dgs.ca.gov/ofs/Pricebook.aspx. Orders from Local Government Agencies: CMAS contractors, who are not California certified small businesses, are required to remit to the DGS an incentive fee equal to 1% of the total of all local government agency orders (excluding sales tax and freight) placed against their CMAS. This incentive fee is in lieu of local government agencies being billed the above referenced DGS administrative fee. This incentive fee is waived for CMAS purchase orders issued to California certified small businesses. The check covering this fee shall be made payable to the Department of General Services, CMAS Unit, and mailed to the CMAS Unit along with the applicable Quarterly Report. See the provision in this CMAS entitled “Contractor Quarterly Report Process” for information on when and where to send these checks and reports. 4. Contractor Invoices Unless otherwise stipulated, the CMAS contractor must send their invoices to the agency address set forth in the purchase order. Invoices shall be submitted in triplicate and shall include the following: CMAS number Agency purchase order number Agency Bill Code Line item number Unit price Extended line item price Invoice total State sales tax and/or use tax shall be itemized separately and added to each invoice as applicable. The company name on the CMAS, purchase order and invoice must match or the State Controller’s Office will not approve payment. 5. Advance Payments Advance payment is allowed for services only under limited, narrowly defined circumstances, e.g., between specific departments and certain types of non-profit organizations, or when paying another government agency (Government Code (GC) § 11256 – 11263 and 11019). It is NOT acceptable to pay in advance, except software maintenance and license fees, which are considered a subscription and may be paid in advance if a provision addressing payment in advance is included in the purchase order. Software warranty upgrades and extensions may also be paid for in advance, one time. 6. Credit Card Labyrinth Solutions Inc. does not accept the State of California credit card (CAL-Card). 7. Lease/Purchase Analysis State agencies must complete a Lease/Purchase Analysis (LPA) to determine best value when contemplating a lease/rental, and retain a copy for future audit purposes (State Administrative Manual (SAM) § 3710). For short-term rental equipment, the lease/purchase analysis must be approved by the Department of General Services, Office of legal Services. The lease/purchase analysis for all other purchases must be approved by the Department of General Services, GS $Mart State Financial Marketplace. Buyers may contact the GS $Mart™ Administrator, Patrick Mullen by phone at (916) 375-4617 or via e- mail at patrick.mullen@dgs.ca.gov for further information. 8. Leasing The State reserves the right to select the form of payment for all procurements, be it either an outright purchase with payment rendered directly by the State, or a financing/lease-purchase or operating lease via the State Financial Marketplace (GS $Mart and/or Lease $Mart). If payment is via the financial marketplace, the Supplier will invoice the State and the State will approve the invoice and the selected Lender/Lessor for all product listed on the State’s procurement document will pay the supplier on behalf of the State. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) LABYRINTH SOLUTIONS INC. CMAS NO. 3-19-70-3652A Ordering Instructions and Special Provisions 9 Buyers may contact the GS $Mart™ Administrator, Patrick Mullen by phone at (916) 375-4617 or via e- mail at patrick.mullen@dgs.ca.gov for further information. CONTRACTOR QUARTERLY REPORT PROCESS CMAS contractors are required to submit a detailed CMAS Business Activity Report on a quarterly basis to the CMAS Unit. See Attachment B for a copy of this form and instructions. This report shall be mailed to: Department of General Services Procurement Division – CMAS Unit Attention: Quarterly Report Processing PO Box 989052, MS #2-202 West Sacramento, CA 95798-9052 Reports that include checks for incentive fees must be mailed and shall not be e-mailed. All other reports may be e-mailed to the attention of Quarterly Report Processing as follows: CMAS Unit E-Mail: cmas@dgs.ca.gov For the full instructions on completing and submitting CMAS Quarterly Business Activity Reports, and a soft copy of a blank quarterly report form, go to www.dgs.ca.gov/pd/Programs/Leveraged/CMAS.aspx, and then select “For Suppliers/Contractors”. Important things to remember regarding CMAS Quarterly Business Activity Reports (referred to as “reports” below): A report is required for each CMAS, each quarter, even when no new purchase orders are received in the quarter. A separate report is required for each CMAS. Each purchase order must be reported only once in the quarter identified by the purchase order date, regardless of when the services were performed, the products were delivered, the invoice was sent, or the payment was received. Purchase orders from State and local government agencies must be separated on the report, as shown in the instructions. CMAS contractors must report the sales activity for all resellers listed on their CMAS. Any report that does not follow the required format or excludes required information will be deemed incomplete and returned to the CMAS contractor for corrections. Taxes and freight must not be included in the report. CMAS contractors who are not California certified small businesses must attach to their quarterly report a check covering the required incentive fee for all CMAS sales to local government agencies (see more information below). New CMAS agreements, renewals, extensions, and modifications will be approved only if the CMAS contractor has submitted all required quarterly reports and incentive fees. CMAS Quarterly Business Activity Reports are due in the CMAS Unit within two weeks after the end of each quarter as shown below: Quarter 1 Jan 1 to Mar 31 Due Apr 15 Quarter 2 Apr 1 to Jun 30 Due Jul 15 Quarter 3 Jul 1 to Sep 30 Due Oct 15 Quarter 4 Oct 1 to Dec 31 Due Jan 15 CONTRACTOR QUARTERLY INCENTIVE FEES CMAS contractors who are not California certified small businesses must remit to DGS an incentive fee equal to 1% of the total of all local government agency orders (excluding sales tax and freight) placed against their CMAS agreement(s). This incentive fee is in lieu of local government agencies being billed the above referenced DGS administrative fee. CMAS contractors cannot charge local government agencies an additional 1% charge on a separate line item to cover the incentive fee. The CMAS contractor must include the 1% incentive fee in the price of the products or services offered, and the line item prices must not exceed the applicable base contract prices. A local government agency is any city, county, district, or other local governmental body, including the California State University (CSU) and University of California (UC) systems, K-12 public schools and community colleges empowered to expend public funds. This incentive fee is waived for CMAS purchase orders issued to California certified small businesses. The check covering this fee shall be made payable to the Department of General Services, CMAS Unit, and mailed to the CMAS Unit along with the applicable Quarterly Report. See the provision in this CMAS entitled “Contractor Quarterly Report Process” for information on when and where to send these checks and reports. OBTAINING COPY OF ORIGINAL CMAS AND SUPPLEMENTS A copy of a CMAS and supplements, if any, can be obtained at caleprocure.ca.gov. A complete CMAS consists of the following: CMAS cover pages (which includes the signature page, ordering instructions and special provisions, and any attachments or exhibits as prepared by the CMAS Unit) CMAS Terms and Conditions. Federal GSA (or Non-GSA) terms and conditions Product/service listing and prices Supplements, if applicable. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) LABYRINTH SOLUTIONS INC. CMAS NO. 3-19-70-3652A Ordering Instructions and Special Provisions 10 It is important for the agency to confirm that the required products, services, and prices are included in the CMAS and are at or below base contract rates. To streamline substantiation that the needed items are in the base contract, the agencies should ask the CMAS contractor to identify the specific pages from the base contract that include the required products, services, and prices. Agencies should save these pages for their file documentation. CONTRACTORS ACTING AS FISCAL AGENTS ARE PROHIBITED When a subcontractor ultimately provides all of the products or performs all of the services that a CMAS contractor has agreed to provide, and the prime contractor only handles the invoicing of expenditures, then the prime contractor's role becomes that of a fiscal agent because it is merely administrative in nature, and does not provide a Commercially Useful Function (CUF). It is unacceptable to use fiscal agents in this manner because the agency is paying unnecessary administrative costs. AGENCY RESPONSIBILITY Each agency is responsible for its own contracting program and purchasing decisions, including use of the CMAS program and associated outcomes. This responsibility includes, but is not necessarily limited to, ensuring the necessity of the services, securing appropriate funding, complying with laws and policies, preparing the purchase order in a manner that safeguards the State’s interests, obtaining required approvals, and documenting compliance with Government Code (GC) § 19130.b (3) for outsourcing services. It is the responsibility of each agency to consult as applicable with their legal staff and contracting offices for advice depending upon the scope or complexity of the purchase order. If you do not have legal services available to you within your agency, the DGS Office of Legal Services is available to provide services on a contractual basis. CONFLICT OF INTEREST Agencies must evaluate the proposed purchase order to determine if there are any potential conflict of interest issues. See the CMAS Terms and Conditions, Conflict of Interest, for more information. FEDERAL DEBARMENT When federal funds are being expended, the agency is required to obtain (retain in file) a signed “Federal Debarment” certification from the CMAS contractor before the purchase order is issued. This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 29 CFR Part 98, Section 98.510, Participants; responsibilities. The regulations were published as Part VII of the May 26, 1988 Federal Register (pages 19160-19211). CONTRACTOR TRAVEL The provision for travel expense reimbursement is included in this CMAS. It is important the agency and CMAS contractor discuss necessary travel requirements prior to issuing the purchase order because the detail and cost (only as allowed for in the CMAS) must be included in the agency purchase order to be payable. State agencies may only reimburse travel and per diem expenses according to State travel time and per diem rules for State employees. All travel expenses must be incorporated into the purchase order. For the current travel and per diem reimbursement rates, go to the California Department of Human Resources’ website at: www.calhr.ca.gov/. Notwithstanding the CMAS provisions, the State will not be responsible for the cost of travel to bring contractor personnel from out-of-state to the job site (unless specifically arranged by agency in advance). If requested by the agency, the State will be responsible for reimbursement of travel expenses from one California agency site to another. State agencies should refer to State Administrative Manual (SAM) § 0774 “Travel and Related Reimbursement of Persons Not State Employees”, when transportation and per diem costs are to be reimbursed by the State. Reimbursement must be supported by receipts. Local government agencies will pay travel and per diem expenses according to their statutory requirements. LIQUIDATED DAMAGES FOR LATE DELIVERY The value of the liquidated damages cannot be a penalty, must be mutually agreed upon by agency and contractor and included in the purchase order to be applicable. ACCEPTANCE TESTING CRITERIA If the agency wants to include acceptance testing for all newly installed technology systems, and individual equipment, and machines which are added or field modified (modification of a machine from one model to another) after a successful performance period, the test criteria must be included in the purchase order to be applicable. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) LABYRINTH SOLUTIONS INC. CMAS NO. 3-19-70-3652A Ordering Instructions and Special Provisions 11 AMERICANS WITH DISABILITY ACT (ADA) Section 504 of the Rehabilitation Act of 1973 as amended; Title VI and VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act, 42 USC 12101; California Code of Regulations, Title 2, Title 22; California Government Code, Sections 11135, et seq.; and other federal and State laws, and Executive Orders prohibit discrimination. All programs, activities, employment opportunities, and services must be made available to all persons, including persons with disabilities. See Attachment A for Procurement Division’s ADA Compliance Policy of Nondiscrimination on the Basis of Disability. Individual government agencies are responsible for self- compliance with ADA regulations. Contractor sponsored events must provide reasonable accommodations for persons with disabilities. DGS PROCUREMENT DIVISION CONTACT AND PHONE NUMBER Department of General Services Procurement Division, CMAS Unit 707 Third Street, 2nd Floor, MS 2-202 West Sacramento, CA 95605-2811 Phone # (916) 375-4365 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) LABYRINTH SOLUTIONS INC. CMAS NO. 3-19-70-3652A Ordering Instructions and Special Provisions 12 ATTACHMENT A ADA NOTICE Procurement Division (State Department of General Services) AMERICANS WITH DISABILITIES ACT (ADA) COMPLIANCE POLICY OF NONDISCRIMINATION ON THE BASIS OF DISABILITY To meet and carry out compliance with the nondiscrimination requirements of the Americans With Disabilities Act (ADA), it is the policy of the Procurement Division (within the State Department of General Services) to make every effort to ensure that its programs, activities, and services are available to all persons, including persons with disabilities. For persons with a disability needing a reasonable accommodation to participate in the Procurement process, or for persons having questions regarding reasonable accommodations for the Procurement process, please contact the Procurement Division at (916) 375-4400 (main office); the Procurement Division TTY/TDD (telephone device for the deaf) or California Relay Service numbers which are listed below. You may also contact directly the Procurement Division contact person who is handling this procurement. IMPORTANT: TO ENSURE THAT WE CAN MEET YOUR NEED, IT IS BEST THAT WE RECEIVE YOUR REQUEST AT LEAST 10 WORKING DAYS BEFORE THE SCHEDULED EVENT (i.e., MEETING, CONFERENCE, WORKSHOP, etc.) OR DEADLINE DUE-DATE FOR PROCUREMENT DOCUMENTS. The Procurement Division TTY telephone numbers are: Sacramento Office: (916) 376-1891 Fullerton Office: (714) 773-2093 The California Relay Service Telephone Numbers are: Voice 1-800-735-2922 TTY: 1-800-735-2929 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB ATTACHMENT B CMAS QUARTERLY BUSINESS ACTIVITY REPORT Updated 12/2017 13 Company Name: CMAS Number: For Questions Regarding This Report Contact: Name: Phone Number: E-mail: Reporting Calendar Year: Revision Reporting Quarter: Q1 (Jan-Mar) Q2 (Apr-Jun) Q3 (Jul-Sep) Q4 (Oct-Dec) Check Here if No New Orders for This Quarter STATE AGENCY PURCHASES State Agency Name Purchase Order Number Purchase Order Date Total Dollars Per Purchase Order Agency Contact Agency Address Phone Number Total State Agency Dollars Reported for Quarter: $ LOCAL GOVERNMENT AGENCY PURCHASES Local Government Agency Name Purchase Order Number Purchase Order Date Total Dollars Per Purchase Order Agency Contact Agency Address Phone Number Total Local Government Agency Dollars for Quarter: $ 1% Remitted to DGS (does not apply to CA certified S/Bs): $ Total of State and Local Government Agency Dollars Reported for this Quarter: $ DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB ATTACHMENT B CMAS QUARTERLY BUSINESS ACTIVITY REPORT Ordering Instructions and Special Provisions 14 Instructions for completing the CMAS Quarterly Business Activity Report 1. Complete the top of the form with the appropriate information for your company. 2. Agency Name - Identify the State agency or Local Government agency that issued the order. 3. Purchase Order Number - Identify the purchase order number (and amendment number if applicable) on the order form. This is not your invoice number. This is the number the State agency or Local Government agency assigns to the order. 4. Purchase Order Date - Identify the date the purchase order was issued, as shown on the order. This is not the date you received, accepted, or invoiced the order. 5. Total Dollars Per PO - Identify the total dollars of the order excluding tax and freight. Tax must NOT be included in the quarterly report, even if the agency includes tax on the purchase order. The total dollars per order should indicate the entire purchase order amount (less tax and freight) regardless of when you invoice order, perform services, deliver product, or receive payment. 6. Agency Contact - Identify the ordering agency’s contact person on the purchase order. 7. Agency Address - Identify the ordering agency’s address on the purchase order. 8. Phone Number - Identify the phone number for the ordering agency’s contact person. 9. Total State Sales & Total Local Sales - Separately identify the total State dollars and/or Local Government agency dollars (pre-tax) for all orders placed in quarter. 10. 1% Remitted to DGS - Identify 1% of the total Local Government agency dollars reported for the quarter. This is the amount to be remitted to DGS by contractors who are not California certified small businesses. 11. Grand Total - Identify the total of all State and Local Government agency dollars reported for the quarter. Notes: A report is required for each CMAS, each quarter, even if there are no new orders for the quarter. Quarterly reports are due two weeks after the end of the quarter. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB GSPD-401IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 1 OF 30 1. DEFINITIONS: Unless otherwise specified in the Statement of Work the following terms shall be given the meaning shown, unless context requires otherwise. a) "Acceptance Tests" means those tests performed during the Performance Period which are intended to determine compliance of Equipment and Software with the specifications and all other Attachments incorporated herein by reference and to determine the reliability of the Equipment. b) "Application Program" means a computer program which is intended to be executed for the purpose of performing useful work for the user of the information being processed. Application programs are developed or otherwise acquired by the user of the Hardware/Software system, but they may be supplied by the Contractor. c) "Attachment" means a mechanical, electrical, or electronic interconnection to the Contractor-supplied Machine or System of Equipment, manufactured by other than the original Equipment manufacturer, that is not connected by the Contractor. d) “Business entity” means any individual, business, partnership, joint venture, corporation, S-corporation, limited liability company, sole proprietorship, joint stock company, consortium, or other private legal entity recognized by statute. e) “Buyer” means the State’s authorized contracting official. f) “Commercial Hardware” means Hardware developed or regularly used that: (i) has been sold, leased, or licensed to the general public; (ii) has been offered for sale, lease, or license to the general public; (iii) has not been offered, sold, leased, or licensed to the public but will be available for commercial sale, lease, or license in time to satisfy the delivery requirements of this Contract; or (iv) satisfies criterion expressed in (i), (ii), or (iii) above and would require only minor modifications to meet the requirements of this Contract. g) “Commercial Software” means Software developed or regularly used that: (i) has been sold, leased, or licensed to the general public; (ii) has been offered for sale, lease, or license to the general public; (iii) has not been offered, sold, leased, or licensed to the public but will be available for commercial sale, lease, or license in time to satisfy the delivery requirements of this Contract; or (iv) satisfies a criterion expressed in (i), (ii), or (iii) above and would require only minor modifications to meet the requirements of this Contract. h) “Contract” means this Contract or agreement (including any purchase order), by whatever name known or in whatever format used. i) “Custom Software” means Software that does not meet the definition of Commercial Software. j) “Contractor” means the Business Entity with whom the State enters into this Contract. Contractor shall be synonymous with “supplier”, “vendor” or other similar term. k) "Data Processing Subsystem" means a complement of Contractor-furnished individual Machines, including the necessary controlling elements (or the functional equivalent), Operating Software and Software, if any, which are acquired to operate as an integrated group, and which are interconnected entirely by Contractor- supplied power and/or signal cables; e.g., direct access controller and drives, a cluster of terminals with their controller, etc. l) "Data Processing System (System)" means the total complement of Contractor-furnished Machines, including one or more central processors (or instruction processors), Operating Software which are acquired to operate as an integrated group. m) “Deliverables” means Goods, Software, Information Technology, telecommunications technology, Hardware, and other items (e.g. reports) to be delivered pursuant to this Contract, including any such items furnished incident to the provision of services. n) "Designated CPU(s)" means for each product, if applicable, the central processing unit of the computers or the server unit, including any associated peripheral units. If no specific “Designated CPU(s)” are specified on the Contract, the term shall mean any and all CPUs located at the site specified therein. o) "Documentation" means manuals and other printed materials necessary or useful to the State in its use or maintenance of the Equipment or Software provided hereunder. Manuals and other printed materials customized for the State hereunder constitute Work Product if such materials are required by the Statement of Work. p) "Equipment" is an all-inclusive term which refers either to individual Machines or to a complete Data Processing System or subsystem, including its Hardware and Operating Software (if any). q) "Equipment Failure" is a malfunction in the Equipment, excluding all external factors, which prevents the accomplishment of the Equipment’s intended function(s). If microcode or Operating Software residing in the Equipment is necessary for the proper operation of the Equipment, a failure of such microcode or Operating Software which prevents the accomplishment of the Equipment’s intended functions shall be deemed to be an Equipment Failure. r) "Facility Readiness Date" means the date specified in the Statement of Work by which the State must have the site prepared and available for Equipment delivery and installation. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB GSPD-401IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 2 OF 30 s) “Goods” means all types of tangible personal property, including but not limited to materials, supplies, and Equipment (including computer and telecommunications Equipment). t) "Hardware" usually refers to computer Equipment and is contrasted with Software. See also Equipment. u) "Installation Date" means the date specified in the Statement of Work by which the Contractor must have the ordered Equipment ready (certified) for use by the State. v) "Information Technology" includes, but is not limited to, all electronic technology systems and services, automated information handling, System design and analysis, conversion of data, computer programming, information storage and retrieval, telecommunications which include voice, video, and data communications, requisite System controls, simulation, electronic commerce, and all related interactions between people and Machines. w) "Machine" means an individual unit of a Data Processing System or subsystem, separately identified by a type and/or model number, comprised of but not limited to mechanical, electro-mechanical, and electronic parts, microcode, and special features installed thereon and including any necessary Software, e.g., central processing unit, memory module, tape unit, card reader, etc. x) "Machine Alteration" means any change to a Contractor-supplied Machine which is not made by the Contractor, and which results in the Machine deviating from its physical, mechanical, electrical, or electronic (including microcode) design, whether or not additional devices or parts are employed in making such change. y) "Maintenance Diagnostic Routines" means the diagnostic programs customarily used by the Contractor to test Equipment for proper functioning and reliability. z) “Manufacturing Materials” means parts, tools, dies, jigs, fixtures, plans, drawings, and information produced or acquired, or rights acquired, specifically to fulfill obligations set forth herein. aa) "Mean Time Between Failure (MTBF)" means the average expected or observed time between consecutive failures in a System or component. bb) "Mean Time to Repair (MTTR)" means the average expected or observed time required to repair a System or component and return it to normal operation. cc) "Operating Software" means those routines, whether or not identified as Program Products, that reside in the Equipment and are required for the Equipment to perform its intended function(s), and which interface the operator, other Contractor-supplied programs, and user programs to the Equipment. dd) "Operational Use Time" means for performance measurement purposes, that time during which Equipment is in actual operation by the State. For maintenance Operational Use Time purposes, that time during which Equipment is in actual operation and is not synonymous with power on time. ee) "Period of Maintenance Coverage" means the period of time, as selected by the State, during which maintenance services are provided by the Contractor for a fixed monthly charge, as opposed to an hourly charge for services rendered. The Period of Maintenance Coverage consists of the Principal Period of Maintenance and any additional hours of coverage per day, and/or increased coverage for weekends and holidays. ff) "Preventive Maintenance" means that maintenance, performed on a scheduled basis by the Contractor, which is designed to keep the Equipment in proper operating condition. gg) "Principal Period of Maintenance" means any nine consecutive hours per day (usually between the hours of 7:00 a.m. and 6:00 p.m.) as selected by the State, including an official meal period not to exceed one hour, Monday through Friday, excluding holidays observed at the installation. hh) "Programming Aids" means Contractor-supplied programs and routines executable on the Contractor’s Equipment which assists a programmer in the development of applications including language processors, sorts, communications modules, data base management systems, and utility routines, (tape-to-disk routines, disk-to-print routines, etc.). ii) "Program Product" means programs, routines, subroutines, and related items which are proprietary to the Contractor and which are licensed to the State for its use, usually on the basis of separately stated charges and appropriate contractual provisions. jj) "Remedial Maintenance" means that maintenance performed by the Contractor which results from Equipment (including Operating Software) failure, and which is performed as required, i.e., on an unscheduled basis. kk) "Software" means an all-inclusive term which refers to any computer programs, routines, or subroutines supplied by the Contractor, including Operating Software, Programming Aids, Application Programs, and Program Products. ll) "Software Failure” means a malfunction in the Contractor-supplied Software, other than Operating Software, which prevents the accomplishment of work, even though the Equipment (including its Operating Software) may still be capable of operating properly. For Operating Software failure, see definition of Equipment Failure. mm) "State” means the government of the State of California, its employees and authorized representatives, DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB GSPD-401IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 3 OF 30 including without limitation any department, agency, or other unit of the government of the State of California. nn) "System" means the complete collection of Hardware, Software and services as described in this Contract, integrated and functioning together, and performing in accordance with this Contract. oo) “U.S. Intellectual Property Rights” means intellectual property rights enforceable in the United States of America, including without limitation rights in trade secrets, copyrights, and U.S. patents. CONTRACT FORMATION: 2.If this Contract results from a Letter of Offer, then Contractor’s offer is deemed a firm offer and this Contract document is the State's acceptance of that offer. 3. COMPLETE INTEGRATION: This Contract, including any documents incorporated herein by express reference, is intended to be a complete integration and there are no prior or contemporaneous different or additional agreements pertaining to the subject matter of the Contract. 4. SEVERABILITY: The Contractor and the State agree that if any provision of this Contract is found to be illegal or unenforceable, such term or provision shall be deemed stricken and the remainder of the Contract shall remain in full force and effect. Either party having knowledge of such term or provision shall promptly inform the other of the presumed . non-applicability of such provision 5. INDEPENDENT CONTRACTOR: Contractor and the agents and employees of Contractor, in the performance of this Contract, shall act in an independent capacity and not as officers or employees or agents of the State. 6. APPLICABLE LAW: This Contract shall be governed by and shall be interpreted in accordance with the laws of the State of California; venue of any action brought with regard to this Contract shall be in Sacramento County, Sacramento, California. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Contract. 7. COMPLIANCE WITH STATUTES AND REGULATIONS: a)The State and the Contractor warrants and certifies that in the performance of this Contract, it will comply with all applicable statutes, rules, regulations and orders of the United States and the State of California. The Contractor agrees to indemnify the State against any loss, cost, damage or liability by reason of the Contractor’s violation of this provision. b)The State will notify Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and c)The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the Department of General Services will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations. d)If this Contract is in excess of $554,000, it is subject to the requirements of the World Trade Organization (WTO) Government Procurement Agreement (GPA). e)To the extent that this Contract falls within the scope of Government Code Section 11135, Contractor hereby agrees to respond to and resolve any complaint brought to its attention, regarding accessibility of its products or services. 8. CONTRACTOR’S POWER AND AUTHORITY: The Contractor warrants that it has full power and authority to grant the rights herein granted and will hold the State harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. Further, Contractor avers that it will not enter into any arrangement with any third party which might abridge any rights of the State under this Contract. a)The State will notify Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and b)The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the Department of General Services will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB GSPD-401IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 4 OF 30 9. CMAS -- ASSIGNMENT: a)This Contract shall not be assignable by the Contractor in whole or in part without the written consent of the State. The State’s consent shall not be unreasonably withheld or delayed. For the purpose of this paragraph, State will not unreasonably prohibit Contractor from freely assigning its right to payment, provided that Contractor remains responsible for its obligations hereunder. b)Should the State desire financing of the assets provided hereunder through GS$Mart, the State’s financial marketplace, the Contractor agrees to assign to a State- designated lender its right to receive payment from the State for the assets in exchange for payment by the lender of the cash purchase price for the assets. Upon notice to do so from the State-designated lender at any time prior to payment by the State for the assets, the Contractor will execute and deliver to the State- designated lender an assignment agreement and any additional documents necessary for the State selected financing plan. The State-designated lender will pay the Contractor according to the terms of the Contractor’s invoice upon acceptance of the assets by the State. 10. WAIVER OF RIGHTS: Any action or inaction by the State or the failure of the State on any occasion, to enforce any right or provision of the Contract, shall not be construed to be a waiver by the State of its rights hereunder and shall not prevent the State from enforcing such provision or right on any future occasion. The rights and remedies of the State herein are cumulative and are in addition to any other rights or remedies that the State may have at law or in equity. 11. CMAS -- ORDER OF PRECEDENCE: In the event of any inconsistency between the articles, attachments, specifications or provisions which constitute this Contract, the following order of precedence shall apply: a) These General Provisions – Information Technology (In the instances provided herein where the paragraph begins: “Unless otherwise specified in the Statement of Work” provisions specified in the Statement of Work replacing these paragraphs shall take precedence over the paragraph referenced in these General Provisions); b) Contract form, i.e., Purchase Order STD 65, Standard Agreement STD 213, etc., and any amendments thereto; c) Other Special Provisions; d) Federal GSA (or other multiple award) terms and conditions; e) Statement of work, including any specifications incorporated by reference herein; and f) All other attachments incorporated in the Contract by reference. 12. PACKING AND SHIPMENT: a) All Goods are to be packed in suitable containers for protection in shipment and storage, and in accordance with applicable specifications. Each container of a multiple container shipment shall be identified to: i) show the number of the container and the total number of containers in the shipment; and ii) the number of the container in which the packing sheet has been enclosed. b) All shipments by Contractor or its subcontractors must include packing sheets identifying: the State’s Contract number; item number; quantity and unit of measure; part number and description of the Goods shipped; and appropriate evidence of inspection, if required. Goods for different Contracts shall be listed on separate packing sheets. c) Shipments must be made as specified in this Contract, as it may be amended, or otherwise directed in writing by the State’s Transportation Management Unit within the Department of General Services, Procurement Division. 13. TRANSPORTATION COSTS AND OTHER FEES OR EXPENSES: No charge for delivery, drayage, express, parcel post, packing, cartage, insurance, license fees, permits, cost of bonds, or for any other purpose will be paid by the State unless expressly included and itemized in the Contract. a) The Contractor must strictly follow Contract requirements regarding Free on Board (F.O.B.), freight terms and routing instructions. The State may permit use of an alternate carrier at no additional cost to the State with advance written authorization of the Buyer. b) If “prepay and add” is selected, supporting freight bills are required when over $50, unless an exact freight charge is approved by the Transportation Management Unit within the Department of General Services Procurement Division and a waiver is granted. c)On "F.O.B. Shipping Point" transactions, should any shipments under the Contract be received by the State in a damaged condition and any related freight loss and damage claims filed against the carrier or carriers be wholly or partially declined by the carrier or carriers with the inference that damage was the result of the act of the shipper such as inadequate packaging or loading or some inherent defect in the Equipment and/or material, Contractor, on request of the State, shall at Contractor's own expense assist the State in establishing carrier liability by supplying evidence that the Equipment and/or material was properly constructed, manufactured, packaged, and secured to withstand normal . transportation conditions DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB GSPD-401IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 5 OF 30 14. DELIVERY: The Contractor shall strictly adhere to the delivery and completion schedules specified in this Contract. Time, if stated as a number of days, shall mean calendar days unless otherwise specified. The quantities specified herein are the only quantities required. If the Contractor delivers in excess of the quantities specified herein, the State shall not be required to make any payment for the excess Deliverables, and may return them to Contractor at Contractor’s expense or utilize any other rights available to the State at law or in equity. 15. SUBSTITUTIONS: Substitution of Deliverables may not be tendered without advance written consent of the Buyer. Contractor shall not use any specification in lieu of those contained in the Contract without written consent of the Buyer. INSPECTION, ACCEPTANCE AND REJECTION:16. Unless otherwise specified in the Statement of Work: a)When acquiring Commercial Hardware or Commercial Software, the State shall rely on Contractor’s existing quality assurance system as a substitute for State inspection and testing. For all other acquisitions, Contractor and its subcontractors will provide and maintain a quality assurance system acceptable to the State covering Deliverables and services under this Contract and will tender to the State only those Deliverables that have been inspected and found to conform to this Contract’s requirements. The Contractor will keep records evidencing inspections and their result, and will make these records available to the State during Contract performance and for three years after final payment. The Contractor shall permit the State to review procedures, practices, processes, and related documents to determine the acceptability of Contractor’s quality assurance System or other similar business practices related to performance of the Contract. b)All Deliverables may be subject to inspection and test by the State or its authorized representatives. c)The Contractor and its subcontractors shall provide all reasonable facilities for the safety and convenience of inspectors at no additional cost to the State. The Contractor shall furnish to inspectors all information and data as may be reasonably required to perform their inspection. d)Subject to subsection 16 (a) above, all Deliverables may be subject to final inspection, test and acceptance by the State at destination, notwithstanding any payment or inspection at source. e)The State shall give written notice of rejection of Deliverables delivered or services performed hereunder within a reasonable time after receipt of such Deliverables or performance of such services. Such notice of rejection will state the respects in which the Deliverables do not substantially conform to their specifications. If the State does not provide such notice of rejection within fifteen (15) days of delivery for purchases of Commercial Hardware or Commercial Software or thirty (30) days of delivery for all other purchases, such Deliverables and services will be deemed to have been accepted. Acceptance by the State will be final and irreversible, except as it relates to latent defects, fraud, and gross mistakes amounting to fraud. Acceptance shall not be construed to waive any warranty rights that the State might have at law or by express reservation in this Contract with respect to any nonconformity. 17. SAMPLES: a) Samples of items may be required by the State for inspection and specification testing and must be furnished free of expense to the State. The samples furnished must be identical in all respects to the products offered and/or specified in the Contract. b) Samples, if not destroyed by tests, may, upon request made at the time the sample is furnished, be returned at Contractor’s expense. 18. CMAS -- WARRANTY: The following warranty language is in addition to the warranty language provided in the federal GSA Multiple Award Schedule or other base Contract used to establish this CMAS Contract. When there is a conflict between the language, the following warranty language overrides. a)Unless otherwise specified in the Statement of Work, the warranties in this subsection a) begin upon delivery of the goods or services in question and end one (1) year thereafter. The Contractor warrants that (i) Deliverables and services furnished hereunder will substantially conform to the requirements of this Contract (including without limitation all descriptions, specifications, and drawings identified in the Statement of Work), and (ii) the Deliverables will be free from material defects in materials and workmanship. Where the parties have agreed to design specifications (such as a Detailed Design Document) and incorporated the same or equivalent in the Statement of Work directly or by reference, the Contractor will warrant that its Deliverables provide all material functionality required thereby. In addition to the other warranties set forth herein, where the Contract calls for delivery of Commercial Software, the Contractor warrants that such Software will perform in accordance with its license and accompanying Documentation. The State’s approval of designs or specifications furnished by Contractor shall not relieve the Contractor of its obligations under this warranty. b)The Contractor warrants that Deliverables furnished hereunder (i) will be free, at the time of delivery, of DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB GSPD-401IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 6 OF 30 harmful code (i.e. computer viruses, worms, trap doors, time bombs, disabling code, or any similar malicious mechanism designed to interfere with the intended operation of, or cause damage to, computers, data, or Software); and (ii) will not infringe or violate any U.S. Intellectual Property Right. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any Commercial Software delivered hereunder, the Contractor will, upon the State’s request, provide a new or clean install of the Software. c)Unless otherwise specified in the Statement of Work: (i)The Contractor does not warrant that any Software provided hereunder is error-free or that it will run without immaterial interruption. (ii)The Contractor does not warrant and will have no responsibility for a claim to the extent that it arises directly from (A) a modification made by the State, unless such modification is approved or directed by the Contractor, (B) use of Software in combination with or on products other than as specified by Contractor, or (C) misuse by the State. (iii)Where the Contractor resells Commercial Hardware or Commercial Software it purchased from a third party, Contractor, to the extent it is legally able to do so, will pass through an such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass- through will not relieve the Contractor from Contractor’s warranty obligations set forth above. d)All warranties, including special warranties specified elsewhere herein, shall inure to the State, its successors, assigns, customer agencies, and governmental users of the Deliverables or services. e)Except as may be specifically provided in the Statement of Work or elsewhere in this Contract, for any breach of the warranties provided in this Section, the State’s exclusive remedy and Contractor’s sole obligation will be limited to: i)re-performance, repair, or replacement of the nonconforming Deliverable (including without limitation an infringing Deliverable) or service; or ii)should the State in its sole discretion consent, refund of all amounts paid by the State for the nonconforming Deliverable or service and payment to the State of any additional amounts necessary to equal the State’s Cost to Cover. “Cost to Cover” means the cost, properly mitigated, of procuring Deliverables or services of equivalent capability, function, and performance. The payment obligation in subsection e)(ii) above will not exceed the limits on Contractor’s liability set forth in the Section entitled “Limitation of Liability.” f)EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED IN THIS SECTION, CONTRACTOR MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 19. SAFETY AND ACCIDENT PREVENTION: In performing work under this Contract on State premises, the Contractor shall conform to any specific safety requirements contained in the Contract or as required by law or regulation. The Contractor shall take any additional precautions as the State may reasonably require for safety and accident prevention purposes. Any violation of such rules and requirements, unless promptly corrected, shall be grounds for termination of this Contract in accordance with the default provisions hereof. 20. INSURANCE: The Contractor shall maintain all commercial general liability insurance, workers’ compensation insurance and any other insurance required under the Contract. The Contractor shall furnish insurance certificate(s) evidencing required insurance coverage acceptable to the State, including endorsements showing the State as an “additional insured” if required under Contract. Any required endorsements requested by the State must be separately provided; merely referring to such coverage on the certificates(s) is insufficient for this purpose. When performing work on state owned or controlled property, Contractor shall provide a waiver of subrogation in favor of the State for its workers’ compensation policy. 21. TERMINATION FOR NON-APPROPRIATION OF FUNDS: a) If the term of this Contract extends into fiscal years subsequent to that in which it is approved, such continuation of the Contract is contingent on the appropriation of funds for such purpose by the Legislature. If funds to effect such continued payment are not appropriated, the Contractor agrees to take back any affected Deliverables furnished under this Contract, terminate any services supplied to the State under this Contract, and relieve the State of any further obligation therefor. b) The State agrees that if it appears likely that subsection a) above will be invoked, the State and Contractor shall agree to take all reasonable steps to prioritize work and Deliverables and minimize the incurrence of costs prior to the expiration of funding for this Contract. c) THE STATE AGREES THAT IF PARAGRAPH a) ABOVE IS INVOKED, COMMERCIAL HARDWARE AND SOFTWARE THAT HAS NOT BEEN PAID FOR, SHALL BE RETURNED TO THE CONTRACTOR IN SUBSTANTIALLY THE SAME CONDITION IN WHICH DELIVERED TO THE STATE, SUBJECT TO NORMAL WEAR AND TEAR. THE STATE FURTHER AGREES TO PAY FOR PACKING, CRATING, DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB GSPD-401IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 7 OF 30 TRANSPORTATION TO CONTRACTOR’S NEAREST FACILITY AND FOR REIMBURSEMENT TO THE CONTRACTOR FOR EXPENSES INCURRED FOR THEIR ASSISTANCE IN SUCH PACKING AND CRATING. 22.TERMINATION FOR THE CONVENIENCE OF THE STATE : a)The State may terminate performance of work under this Contract for its convenience in whole or, from time to time, in part, if the Department of General Services, Deputy Director Procurement Division, or designee, determines that a termination is in the State’s interest. The Department of General Services, Deputy Director, Procurement Division, or designee, shall terminate by delivering to the Contractor a Notice of Termination specifying the extent of termination and the effective date thereof. b)After receipt of a Notice of Termination, and except as directed by the State, the Contractor shall immediately proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due under this clause. The Contractor shall: (i)Stop work as specified in the Notice of Termination. (ii) Place no further subcontracts for materials, services, or facilities, except as necessary to complete the continuing portion of the Contract. (iii) Terminate all subcontracts to the extent they relate to the work terminated. (iv) Settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts; c)After termination, the Contractor shall submit a final termination settlement proposal to the State in the form and with the information prescribed by the State. The Contractor shall submit the proposal promptly, but no later than 90 days after the effective date of termination, unless a different time is provided in the Statement of Work or in the Notice of Termination. d)The Contractor and the State may agree upon the whole or any part of the amount to be paid as requested under subsection (c) above. e)Unless otherwise set forth in the Statement of Work, if the Contractor and the State fail to agree on the amount to be paid because of the termination for convenience, the State will pay the Contractor the following amounts; provided that in no event will total payments exceed the amount payable to the Contractor if the Contract had been fully performed: (i)The Contract price for Deliverables or services accepted or retained by the State and not previously paid for, adjusted for any savings on freight and other charges; and (ii)The total of: A)The reasonable costs incurred in the performance of the work terminated, including initial costs and preparatory expenses allocable thereto, but excluding any cost attributable to Deliverables or services paid or to be paid; B)The reasonable cost of settling and paying termination settlement proposals under terminated subcontracts that are properly chargeable to the terminated portion of the Contract; and C) Reasonable storage, transportation, demobilization, unamortized overhead and capital costs, and other costs reasonably incurred by the Contractor in winding down and terminating its work. f) The Contractor will use generally accepted accounting principles, or accounting principles otherwise agreed to in writing by the parties, and sound business practices in determining all costs claimed, agreed to, or determined under this clause. 23. TERMINATION FOR DEFAULT: a)The State may, subject to the clause titled “Force Majeure” and to sub-section d) below, by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: i)Deliver the Deliverables or perform the services within the time specified in the Contract or any amendment thereto; ii)Make progress, so that the lack of progress endangers performance of this Contract; or iii)Perform any of the other provisions of this Contract. b)The State’s right to terminate this Contract under sub- section a) above, may be exercised only if the failure constitutes a material breach of this Contract and if the Contractor does not cure such failure within the time frame stated in the State’s cure notice, which in no event will be less than fifteen (15) days, unless the Statement of Work calls for a different period. c)If the State terminates this Contract in whole or in part pursuant to this Section, it may acquire, under terms and in the manner the Buyer considers appropriate, Deliverables or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Deliverables and services, including without limitation costs third party vendors charge for Manufacturing Materials (but subject to the clause entitled “Limitation of Liability”). However, the Contractor shall continue the work not terminated. d)If the Contract is terminated for default, the State may require the Contractor to transfer title, or in the case of licensed Software, license, and deliver to the State, as directed by the Buyer, any: DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB GSPD-401IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 8 OF 30 (i)completed Deliverables, (ii)partially completed Deliverables, and, (iii)subject to provisions of sub-section e) below, Manufacturing Materials related to the terminated portion of this Contract. Nothing in this sub-section d) will be construed to grant the State rights to Deliverables that it would not have received had this Contract been fully performed. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest. e)The State shall pay Contract price for completed Deliverables delivered and accepted and items the State requires the Contractor to transfer under section (d) above. Unless the Statement of Work calls for different procedures or requires no-charge delivery of materials, the Contractor and Buyer shall attempt to agree on the amount of payment for Manufacturing Materials and other materials delivered and accepted by the State for the protection and preservation of the property; provided that where the Contractor has billed the State for any such materials, no additional charge will apply. Failure to agree will constitute a dispute under the Disputes clause. The State may withhold from these amounts any sum it determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f)If, after termination, it is determined by a final decision that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g)Both parties, State and Contractor, upon any termination for default, have a duty to mitigate the damages suffered by it. h)The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract, and are subject to the clause titled “Limitation of Liability.” 24. FORCE MAJEURE: Except for defaults of subcontractors at any tier, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises from causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include, but are not limited to: a) Acts of God or of the public enemy, and b) Acts of the federal or State government in either its sovereign or contractual capacity. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both the Contractor and subcontractor, and without the fault or negligence of either, the Contractor shall not be liable for any excess costs for failure to perform. 25. RIGHTS AND REMEDIES OF STATE FOR DEFAULT: a) In the event any Deliverables furnished or services provided by the Contractor in the performance of the Contract should fail to conform to the requirements herein, or to the sample submitted by the Contractor, the State may reject the same, and it shall become the duty of the Contractor to reclaim and remove the item promptly or to correct the performance of services, without expense to the State, and immediately replace all such rejected items with others conforming to the Contract. b) In addition to any other rights and remedies the State may have, the State may require the Contractor, at Contractor’s expense, to ship Deliverables via air freight or expedited routing to avoid or minimize actual or potential delay if the delay is the fault of the Contractor. c) In the event of the termination of the Contract, either in whole or in part, by reason of default or breach by the Contractor, any loss or damage sustained by the State in procuring any items which the Contractor agreed to supply shall be borne and paid for by the Contractor (but subject to the clause entitled “Limitation of Liability”). d)The State reserves the right to offset the reasonable cost of all damages caused to the State against any outstanding invoices or amounts owed to Contractor or to make a claim against the Contractor therefore. 26. LIMITATION OF LIABILITY: a)Except as may be otherwise approved by the Department of General Services Deputy Director, Procurement Division or their designee, Contractor’s liability for damages to the State for any cause whatsoever, and regardless of the form of action, whether in Contract or in tort, shall be limited to the Purchase Price. For purposes of this sub-section a), “Purchase Price” will mean the aggregate Contract price; except that, with respect to a Contract under which multiple purchase orders will be issued (e.g., a Master Agreement or Multiple Award Schedule Contract), “Purchase Price” will mean the total price of the purchase order for the Deliverable(s) or service(s) that gave rise to the loss, such that Contractor will have a separate limitation of liability for each purchase order. b)The foregoing limitation of liability shall not apply (i) to any liability under the General Provisions entitled “Compliance with Statutes and Regulations”; (ii) to liability under the General Provisions entitled “Patent, Copyright, and Trade Secret Indemnity” or to any other liability (including without limitation indemnification obligations) for infringement of third party intellectual property rights; (iii) to claims arising under provisions herein calling for indemnification for third party claims against the State for death, bodily injury to persons or damage to real or tangible personal property caused by DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB GSPD-401IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 9 OF 30 Contractor’s negligence or willful misconduct; or (iv) to costs or attorney’s fees that the State becomes entitled to recover as a prevailing party in any action. c)The State’s liability for damages for any cause whatsoever, and regardless of the form of action, whether in Contract or in tort, shall be limited to the Purchase Price, as that term is defined in subsection a) above. Nothing herein shall be construed to waive or limit the State’s sovereign immunity or any other immunity from suit provided by law. d)In no event will either the Contractor or the State be liable for consequential, incidental, indirect, special, or punitive damages, even if notification has been given as to the possibility of such damages, except (i) to the extent that Contractor’s liability for such damages is specifically set forth in the Statement of Work or (ii) to the extent that Contractor’s liability for such damages arises out of sub-section b)(i), b)(ii), or b)(iv) above. 27. CONTRACTOR’S LIABILITY FOR INJURY TO PERSONS OR DAMAGE TO PROPERTY: a) The Contractor shall be liable for damages arising out of injury to the person and/or damage to the property of the State, employees of the State, persons designated by the State for training, or any other person(s) other than agents or employees of the Contractor, designated by the State for any purpose, prior to, during, or subsequent to delivery, installation, acceptance, and use of the Deliverables either at the Contractor’s site or at the State’s place of business, provided that the injury or damage was caused by the fault or negligence of the Contractor. b) The Contractor shall not be liable for damages arising out of or caused by an alteration or an Attachment not made or installed by the Contractor, or for damage to alterations or Attachments that may result from the normal operation and maintenance of the Deliverables provided by the Contractor during the Contract. . INDEMNIFICATION28: The Contractor agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all third party claims, costs (including without limitation reasonable attorneys’ fees), and losses due to the injury or death of any individual, or the loss or damage to any real or tangible personal property, resulting from the willful misconduct or negligent acts or omissions of the Contractor or any of its affiliates, agents, subcontractors, employees, suppliers, or laborers furnishing or supplying work, services, materials, or supplies in connection with the performance of this Contract. Such defense and payment will be conditional upon the following: a)The State will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and b)The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the Department of General Services will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations. 29. INVOICES: Unless otherwise specified, invoices shall be sent to the address set forth herein. Invoices shall be submitted in triplicate and shall include the Contract number; release order number (if applicable); item number; unit price, extended item price and invoice total amount. State sales tax and/or use tax shall be itemized separately and added to each invoice as applicable. 30. REQUIRED PAYMENT DATE: Payment will be made in accordance with the provisions of the California Prompt Payment Act, Government Code Section 927 et. seq. Unless expressly exempted by statute, the Act requires State agencies to pay properly submitted, undisputed invoices not more than 45 days after (i) the date of acceptance of Deliverables or performance of services; or (ii) receipt of an undisputed invoice, whichever is later. 31. TAXES: Unless otherwise required by law, the State of California is exempt from Federal excise taxes. The State will only pay for any State or local sales or use taxes on the services rendered or Goods supplied to the State pursuant to this Contract. 32. NEWLY MANUFACTURED GOODS: All Goods furnished under this Contract shall be newly manufactured Goods or certified as new and warranted as new by the manufacturer; used or reconditioned Goods are prohibited, unless otherwise specified. 33. CONTRACT MODIFICATION: No amendment or variation of the terms of this Contract shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or agreement not incorporated in the Contract is binding on any of the parties. 34. CONFIDENTIALITY OF DATA: All financial, statistical, personal, technical and other data and information relating to DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB GSPD-401IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 10 OF 30 the State's operation which are designated confidential by the State and made available to the Contractor in order to carry out this Contract, or which become available to the Contractor in carrying out this Contract, shall be protected by the Contractor from unauthorized use and disclosure through the observance of the same or more effective procedural requirements as are applicable to the State. The identification of all such confidential data and information as well as the State's procedural requirements for protection of such data and information from unauthorized use and disclosure shall be provided by the State in writing to the Contractor. If the methods and procedures employed by the Contractor for the protection of the Contractor's data and information are deemed by the State to be adequate for the protection of the State's confidential information, such methods and procedures may be used, with the written consent of the State, to carry out the intent of this paragraph. The Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is already rightfully in the Contractor's possession without obligation of confidentiality, is independently developed by the Contractor outside the scope of this Contract, or is rightfully obtained from third parties. NEWS RELEASES: 35.Unless otherwise exempted, news releases, endorsements, advertising, and social media content pertaining to this Contract shall not be made without prior written approval of the Department of General Services. 36. DOCUMENTATION a) The Contractor agrees to provide to the State, at no charge, all Documentation as described within the Statement of Work, and updated versions thereof, which are necessary or useful to the State in its use of the Equipment or Software provided hereunder. The Contractor agrees to provide additional Documentation at prices not in excess of charges made by the Contractor to its other customers for similar Documentation. b) If the Contractor is unable to perform maintenance or the State desires to perform its own maintenance on Equipment purchased under this Contract then upon written notice by the State the Contractor will provide at Contractor’s then current rates and fees adequate and reasonable assistance including relevant Documentation to allow the State to maintain the Equipment based on Contractor’s methodology. The Contractor agrees that the State may reproduce such Documentation for its own use in maintaining the Equipment. If the Contractor is unable to perform maintenance, the Contractor agrees to license any other Contractor that the State may have hired to maintain the Equipment to use the above noted Documentation. The State agrees to include the Contractor’s copyright notice on any such Documentation reproduced, in accordance with copyright instructions to be provided by the Contractor. 37. RIGHTS IN WORK PRODUCT: a)All inventions, discoveries, intellectual property, technical communications and records originated or prepared by the Contractor pursuant to this Contract including papers, reports, charts, computer programs, and other Documentation or improvements thereto, and including Contractor’s administrative communications and records relating to this Contract (collectively, the “Work Product”), shall be Contractor’s exclusive property. The provisions of this sub-section a) may be revised in a Statement of Work. b)Software and other materials developed or otherwise obtained by or for Contractor or its affiliates independently of this Contract or applicable purchase order (“Pre-Existing Materials”) do not constitute Work Product. If the Contractor creates derivative works of Pre-Existing Materials, the elements of such derivative works created pursuant to this Contract constitute Work Product, but other elements do not. Nothing in this Section 37 will be construed to interfere with Contractor’s or its affiliates’ ownership of Pre-Existing Materials. c)The State will have Government Purpose Rights to the Work Product as Deliverable or delivered to the State hereunder. “Government Purpose Rights” are the unlimited, irrevocable, worldwide, perpetual, royalty- free, non-exclusive rights and licenses to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product. “Government Purpose Rights” also include the right to release or disclose the Work Product outside the State for any State government purpose and to authorize recipients to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product for any State government purpose. Such recipients of the Work Product may include, without limitation, State Contractors, California local governments, the U.S. federal government, and the State and local governments of other states. “Government Purpose Rights” do not include any rights to use, modify, reproduce, perform, release, display, create derivative works from, or disclose the Work Product for any commercial purpose. d)The ideas, concepts, know-how, or techniques relating to data processing, developed during the course of this Contract by the Contractor or jointly by the Contractor and the State may be used by either party without obligation of notice or accounting. e)This Contract shall not preclude the Contractor from developing materials outside this Contract that are DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB GSPD-401IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 11 OF 30 competitive, irrespective of their similarity to materials which might be delivered to the State pursuant to this Contract. 38. SOFTWARE LICENSE: Unless otherwise specified in the Statement of Work, the Contractor hereby grants to the State and the State accepts from the Contractor, subject to the terms and conditions of this Contract, a perpetual, irrevocable, royalty-free, non-exclusive, license to use the Software Products in this Contract (hereinafter referred to as “Software Products”). a)The State may use the Software Products in the conduct of its own business, and any division thereof b)The license granted above authorized the State to use the Software Products in machine-readable form on the Computer System located at the site(s) specified in the Statement of Work. Said Computer System and its associated units (collectively referred to as CPU) are as designated in the Statement of Work. If the designated CPU is inoperative due to malfunction, the license herein granted shall be temporarily extended to authorize the State to use the Software Products, in machined- readable form, on any other State CPU until the designated CPU is returned to operation. c)By prior written notice, the State may redesignate the CPU in which the Software Products are to be used provided that the redesignated CPU is substantially similar in size and scale at no additional cost. The redesignation shall not be limited to the original site and will be effective upon the date specified in the notice of redesignation. d)Acceptance of Commercial Software (including third party Software) and Custom Software will be governed by the terms and conditions of this Contract. 39. PROTECTION OF PROPRIETARY SOFTWARE AND OTHER PROPRIETARY DATA: The State agrees that all material appropriately marked or identified in writing as proprietary, and furnished hereunder are provided for State’s exclusive use for the purposes of this Contract only. All such proprietary data shall remain the property of the Contractor. The State agrees to take all reasonable steps to insure that such proprietary data are not disclosed to others, without prior written consent of the Contractor, subject to the California Public Records Act. The State will insure, prior to disposing of any media, that any licensed materials contained thereon have been erased or otherwise destroyed. The State agrees that it will take appropriate action by instruction, agreement or otherwise with its employees or other persons permitted access to licensed software and other proprietary data to satisfy its obligations under this Contract with respect to use, copying, modification, protection and security of proprietary software and other proprietary data. 40. RIGHT TO COPY OR MODIFY: a) Any Software Product provided by the Contractor in machine-readable form may be copied, in whole or in part, in printed or machine-readable form for use by the State with the designated CPU, to perform one-time benchmark tests, for archival or emergency restart purposes, to replace a worn copy, to understand the contents of such machine-readable material, or to modify the Software Product as provided below; provided, however, that no more than the number of printed copies and machine-readable copies as specified in the Statement of Work will be in existence under this Contract at any time without prior consent of the Contractor. Such consent shall not be unreasonably withheld by the Contractor. The original, and any copies of the Software Product, in whole or in part, which are made hereunder shall be the property of the Contractor. b) The State may modify any non-personal computer Software Product, in machine-readable form, for its own use and merge it into other program material. Any portion of the Software Product included in any merged program material shall be used only on the designated CPUs and shall be subject to the terms and conditions of the Contract. 41. FUTURE RELEASES: Unless otherwise specifically provided in the Contract, or the Statement of Work, if improved versions, e.g., patches, bug fixes, updates or releases, of any Software Product are developed by the contractor, and are made available to other licensees, they will be made available to the State at no additional cost only if such are made available to other licensees at no additional cost. If the Contractor offers new versions or upgrades to the Software Product, they shall be made available to the State at the State’s option at a price not greater than the Contract price plus a price increase proportionate to the increase from the list price of the original version to that of the new version, if any. If the Software Product has no list price, such price increase will be proportionate to the increase in average price from the original to the new version, if any, as estimated by the Contractor in good faith. 42. ENCRYPTION/CPU ID AUTHORIZATION CODES: a)When Encryption/CPU Identification (ID) authorization codes are required to operate the Software Products, the Contractor will provide all codes to the State with delivery of the Software. b)In case of an inoperative CPI, the Contractor will provide a temporary encryption/CPU ID authorization code to the State for use on a temporarily authorized CPU until the designated CPU is returned to operation. c)When changes in designated CPUs occur, the State will notify the Contractor via telephone and/or facsimile/e- mail of such change. Upon receipt of such notice, the Contractor will issue via telephone and/or facsimile/e- mail to the State within 24 hours, a temporary encryption DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB GSPD-401IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 12 OF 30 ID authorization code for use on the newly designated CPU until such time as permanent code is assigned. 43. PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY: a) Contractor will indemnify, defend, and save harmless the State, its officers, agents, and employees, from any and all third party claims, costs (including without limitation reasonable attorneys’ fees), and losses for infringement or violation of any U.S. Intellectual Property Right by any product or service provided hereunder. With respect to claims arising from computer Hardware or Software manufactured by a third party and sold by Contractor as a reseller, Contractor will pass through to the State such indemnity rights as it receives from such third party (“Third Party Obligation”) and will cooperate in enforcing them; provided that if the third party manufacturer fails to honor the Third Party Obligation, Contractor will provide the State with indemnity protection equal to that called for by the Third Party Obligation, but in no event greater than that called for in the first sentence of this Section. The provisions of the preceding sentence apply only to third party computer Hardware or Software sold as a distinct unit and accepted by the State. Unless a Third Party Obligation provides otherwise, the defense and payment obligations set forth in this Section will be conditional upon the following: i)The State will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and ii)The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (a) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); (b) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the Department of General Services will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and (c) the State will reasonably cooperate in the defense and in any related settlement negotiations. b) Should the Deliverables, or the operation thereof, become, or in the Contractor's opinion are likely to become, the subject of a claim of infringement or violation of a U.S. Intellectual Property Right, the State shall permit the Contractor at its option and expense either to procure for the State the right to continue using the Deliverables, or to replace or modify the same so that they become non-infringing. If none of these options can reasonably be taken, or if the use of such Deliverables by the State shall be prevented by injunction, the Contractor agrees to take back such Deliverables and make every reasonable effort to assist the State in procuring substitute Deliverables. If, in the sole opinion of the State, the return of such infringing Deliverables makes the retention of other Deliverables acquired from the Contractor under this Contract impractical, the State shall then have the option of terminating such Contracts, or applicable portions thereof, without penalty or termination charge. The Contractor agrees to take back such Deliverables and refund any sums the State has paid Contractor less any reasonable amount for use or damage. c) The Contractor shall have no liability to the State under any provision of this clause with respect to any claim of patent, copyright or trade secret infringement which is based upon: (i) The combination or utilization of Deliverables furnished hereunder with Equipment, Software or devices not made or furnished by the Contractor; or, (ii) The operation of Equipment furnished by the Contractor under the control of any Operating Software other than, or in addition to, the current version of Contractor-supplied Operating Software; or (iii) The modification initiated by the State, or a third party at the State’s direction, of any Deliverable furnished hereunder; or (iv) The combination or utilization of Software furnished hereunder with non-Contractor supplied Software. d) The Contractor certifies that it has appropriate systems and controls in place to ensure that State funds will not be used in the performance of this Contract for the acquisition, operation or maintenance of computer Software in violation of copyright laws. 44. DISPUTES: a) The parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute persists, the Contractor shall submit to the Department Director or designee a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to or involving this Contract. Contractor’s written demand shall be fully supported by factual information, and if such demand involves a cost adjustment to the Contract, Contractor shall include with the demand a written statement signed by an authorized person indicating that the demand is made in good faith, that the supporting data are accurate and complete and that the amount requested accurately reflects the Contract adjustment for which Contractor DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB GSPD-401IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 13 OF 30 believes the State is liable. The contracting Department Director or designee shall have 30 days after receipt of Contractor’s written demand invoking this Section “Disputes” to render a written decision. If a written decision is not rendered within 30 days after receipt of contractor’s demand, it shall be deemed a decision adverse to the Contractor’s contention. If the Contractor is not satisfied with the decision of the Department Director or designee, the Contractor may appeal the decision, in writing, within 15 days of its issuance (or the expiration of the 30 day period in the event no decision is rendered by the contracting department), to the Department of General Services, Deputy Director, Procurement Division, who shall have 45 days to render a final decision. If the Contractor does not appeal the decision of the contracting Department Director or designee, the decision shall be conclusive and binding regarding the dispute and the Contractor shall be barred from commencing an action in court, or with the Victims Compensation Government Claims Board, for failure to exhaust Contractor’s administrative remedies. b) Pending the final resolution of any dispute arising under, related to or involving this Contract, Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of Goods or providing of services in accordance with the State’s instructions regarding this Contract. Contractor’s failure to diligently proceed in accordance with the State’s instructions regarding this Contract shall be considered a material breach of this Contract. c) Any final decision of the State shall be expressly identified as such, shall be in writing, and shall be signed by the Deputy Director, Procurement Division if an appeal was made. If the Deputy Director, Procurement Division fails to render a final decision within 45 days after receipt of Contractor’s demand, it shall be deemed a final decision adverse to Contractor’s contentions. The State’s final decision shall be conclusive and binding regarding the dispute unless Contractor commences an action in a court of competent jurisdiction to contest such decision within 90 days following the date of the final decision or one (1) year following the accrual of the cause of action, whichever is later. d) For disputes involving purchases made by the Department of General Services, Procurement Division, the Contractor shall submit to the Department Director or designee a written demand for a final decision, which shall be fully supported in the manner described in the subsection a above. The Department Director or designee shall have 30 days to render a final decision. If a final decision is not rendered within 30 days after receipt of the Contractor’s demand, it shall be deemed a final decision adverse to the Contractor’s contention. The final decision shall be conclusive and binding regarding the dispute unless the Contractor commences an action in a court of competent jurisdiction to contest such decision within 90 days following the date of the final decision or one (1) year following the accrual of the cause of action, whichever is later. The dates of decision and appeal in this section may be modified by mutual consent, as applicable, excepting the time to commence an action in a court of competent jurisdiction. 45. STOP WORK: a) The State may, at any time, by written Stop Work Order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this Contract for a period up to 45 days after the Stop Work Order is delivered to the Contractor, and for any further period to which the parties may agree. The Stop Work Order shall be specifically identified as such and shall indicate it is issued under this clause. Upon receipt of the Stop Work Order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the Stop Work Order during the period of work stoppage. Within a period of 45 days after a Stop Work Order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the State shall either: (i) Cancel the Stop Work Order; or (ii) Terminate the work covered by the Stop Work Order as provided for in the termination for default or the termination for convenience clause of this Contract. b) If a Stop Work Order issued under this clause is canceled or the period of the Stop Work Order or any extension thereof expires, the Contractor shall resume work. The State shall make an equitable adjustment in the delivery schedule, the Contract price, or both, and the Contract shall be modified, in writing, accordingly, if: (i) The Stop Work Order results in an increase in the time required for, or in the Contractor’s cost properly allocable to the performance of any part of this Contract; and (ii)The Contractor asserts its right to an equitable adjustment within 60 days after the end of the period of work stoppage; provided, that if the State decides the facts justify the action, the State may receive and act upon a proposal submitted at any time before final payment under this Contract. c) If a Stop Work Order is not canceled and the work covered by the Stop Work Order is terminated in accordance with the provision entitled Termination for the Convenience of the State, the State shall allow reasonable costs resulting from the Stop Work Order in arriving at the termination settlement. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB GSPD-401IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 14 OF 30 d) The State shall not be liable to the Contractor for loss of profits because of a Stop Work Order issued under this clause. 46. EXAMINATION AND AUDIT: Contractor agrees that the ,State or its designated representative shall have the right to review and copy any records and supporting documentation pertaining to performance of this Contract. The Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated. The Contractor agrees to allow the auditor(s) access to such records during normal business hours and in such a manner so as to not interfere unreasonably with normal business activities and to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Contract. The State shall provide reasonable advance written notice of such audit(s) to the Contractor. 47. FOLLOW-ON CONTRACTS: a)If the Contractor or its affiliates provides Technical Consulting and Direction (as defined below), the Contractor and its affiliates: (i)will not be awarded a subsequent Contract to supply the service or system, or any significant component thereof, that is used for or in connection with any subject of such Technical Consulting and Direction; and (ii)will not act as consultant to any person or entity that does receive a Contract described in sub- section (i). This prohibition will continue for one (1) year after termination of this Contract or completion of the Technical Consulting and Direction, whichever comes later. b)“Technical Consulting and Direction” means services for which the Contractor received compensation from the State and includes: (i)development of or assistance in the development of work statements, specifications, solicitations, or feasibility studies; (ii)development or design of test requirements; (iii)evaluation of test data; (iv)direction of or evaluation of another Contractor; (v)provision of formal recommendations regarding the acquisition of Information Technology products or services; or (vi)provisions of formal recommendations regarding any of the above. For purposes of this Section, “affiliates” are employees, directors, partners, joint venture participants, parent corporations, subsidiaries, or any other entity controlled by, controlling, or under common control with the Contractor. Control exists when an entity owns or directs more than fifty percent (50%) of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority. c)To the extent permissible by law, the Director of the Department of General Services, or designee, may waive the restrictions set forth in this Section by written notice to the Contractor if the Director determines their application would not be in the State’s best interest. Except as prohibited by law, the restrictions of this Section will not apply: (i)to follow-on advice given by vendors of commercial off-the-shelf products, including Software and Hardware, on the operation, integration, repair, or maintenance of such products after sale; or (ii)where the State has entered into a master agreement for Software or services and the scope of work at the time of Contract execution expressly calls for future recommendations among the Contractor’s own products. d)The restrictions set forth in this Section are in addition to conflict of interest restrictions imposed on public Contractors by California law (“Conflict Laws”). In the event of any inconsistency, such Conflict Laws override the provisions of this Section, even if enacted after execution of this Contract. 48. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with PCC Section 10353. 49. COVENANT AGAINST GRATUITIES: The Contractor warrants that no gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the Contractor, or any agent or representative of the Contractor, to any officer or employee of the State with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, the State shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the State in procuring on the open market any items which Contractor agreed to supply shall be borne and paid for by the Contractor. The rights and remedies of the State provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or in equity. 50. NONDISCRIMINATION CLAUSE: a) During the performance of this Contract, the Contractor and its subcontractors shall not unlawfully discriminate, DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB GSPD-401IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 15 OF 30 harass or allow harassment, against any employee or applicant for employment because of sex, sexual orientation, race, color, ancestry, religious creed, national origin, disability (including HIV and AIDS), medical condition (cancer), age, marital status, and denial of family care leave. The Contractor and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. The Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12990 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Contract by reference and made a part hereof as if set forth in full. The Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. b) The Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Contract. 51. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: The Contractor swears under penalty of perjury that no more than one final, unappealable finding of contempt of court by a federal court has been issued against the Contractor within the immediately preceding two-year period because of the Contractor’s failure to comply with an order of the National Labor Relations Board. This provision is required by, and shall be construed in accordance with, PCC Section 10296. 52. ASSIGNMENT OF ANTITRUST ACTIONS: Pursuant to Government Code Sections 4552, 4553, and 4554, the following provisions are incorporated herein: a) In submitting an offer to the State, the supplier offers and agrees that if the offer is accepted, it will assign to the State all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of Goods, material or other items, or services by the supplier for sale to the State pursuant to the solicitation. Such assignment shall be made and become effective at the time the State tenders final payment to the supplier. b) If the State receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the State any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the State as part of the offer price, less the expenses incurred in obtaining that portion of the recovery. c) Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (i) the assignee has not been injured thereby, or (ii) the assignee declines to file a court action for the cause of action. 53. DRUG-FREE WORKPLACE CERTIFICATION: The Contractor certifies under penalty of perjury under the laws of the State of California that the Contractor will comply with the requirements of the Drug-Free Workplace Act of 1990 (Government Code Section 8350 et seq.) and will provide a drug-free workplace by taking the following actions: a) Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a). b) Establish a Drug-Free Awareness Program as required by Government Code Section 8355(b) to inform employees about all of the following: (i) the dangers of drug abuse in the workplace; (ii) the person's or organization's policy of maintaining a drug-free workplace; (iii) any available counseling, rehabilitation and employee assistance programs; and, (iv) penalties that may be imposed upon employees for drug abuse violations. c) Provide, as required by Government Code Section 8355(c), that every employee who works on the proposed or resulting Contract: (i) will receive a copy of the company's drug-free policy statement; and, (ii) will agree to abide by the terms of the company's statement as a condition of employment on the Contract. 54. FOUR-DIGIT DATE COMPLIANCE: Contractor warrants that it will provide only Four-Digit Date Compliant (as defined below) Deliverables and/or services to the State. “Four Digit Date Compliant” Deliverables and services can accurately process, calculate, compare, and sequence date data, including without limitation date data arising out of or relating DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB GSPD-401IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 16 OF 30 to leap years and changes in centuries. This warranty and representation is subject to the warranty terms and conditions of this Contract and does not limit the generality of warranty obligations set forth elsewhere herein. 55. SWEATFREE CODE OF CONDUCT: a) Contractor declares under penalty of perjury that no equipment, materials, or supplies furnished to the State pursuant to the Contract have been produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. Contractor further declares under penalty of perjury that they adhere to the Sweatfree Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code Section 6108. b) Contractor agrees to cooperate fully in providing reasonable access to its records, documents, agents or employees, or premises if reasonably required by authorized officials of the State, the Department of Industrial Relations, or the Department of Justice to determine Contractor’s compliance with the requirements under paragraph (a). 56. RECYCLED CONTENT REQUIREMENTS: The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of postconsumer material as defined in the Public Contract Code (PCC) Section 12200-12209, in products, materials, goods, or supplies offered or sold to the State that fall under any of the statutory categories regardless of whether the product meets the requirements of Section 12209. The certification shall be provided by the contractor, even if the product or good contains no postconsumer recycled material, and even if the postconsumer content is unknown. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (PCC 12205 (b)(2)). A state agency contracting officer may waive the certification requirements if the percentage of postconsumer material in the products, materials, goods, or supplies can be verified in a written advertisement, including, but not limited to, a product label, a catalog, or a manufacturer or vendor Internet web site. Contractors are to use, to the maximum extent economically feasible in the performance of the contract work, recycled content products (PCC 12203(d)). 57. CHILD SUPPORT COMPLIANCE ACT: For any Contract in excess of $100,000, the Contractor acknowledges in accordance with PCC Section 7110, that: a) The Contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable State and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and b) The Contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. 58. AMERICAN WITH DISABILITIES ACT: The Contractor assures the State that the Contractor complies with the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.). 59. ELECTRONIC WASTE RECYCLING ACT OF 2003: The Contractor certifies that it complies with the applicable requirements of the Electronic Waste Recycling Act of 2003, Chapter 8.5, Part 3 of Division 30, commencing with Section 42460 of the Public Resources Code. The Contractor shall maintain documentation and provide reasonable access to its records and documents that evidence compliance. 60. USE TAX COLLECTION: In accordance with PCC Section 10295.1, the Contractor certifies that it complies with the requirements of Section 7101 of the Revenue and Taxation Code. Contractor further certifies that it will immediately advise the State of any change in its retailer’s seller’s permit or certification of registration or applicable affiliate’s seller’s permit or certificate of registration as described in subdivision (a) of PCC Section 10295.1. 61. EXPATRIATE CORPORATIONS: Contractor hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of PCC Sections 10286 and 10286.1, and is eligible to Contract with the State. 62. DOMESTIC PARTNERS: For Contracts over $100,000 executed or amended after January 1, 2007, the Contractor certifies that the Contractor is in compliance with Public Contract Code Section 10295.3. 63. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING REQUIREMENTS: a) If for this Contract the Contractor made a commitment to achieve small business participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) report to the DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB GSPD-401IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 17 OF 30 awarding department the actual percentage of small business participation that was achieved. (Govt. Code § 14841.) b) If for this Contract Contractor made a commitment to achieve disabled veteran business enterprise (DVBE) participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) certify in a report to the awarding department: (1) the total amount the prime Contractor received under the Contract; (2) the name and address of the DVBE(s) that participated in the performance of the Contract; (3) the amount each DVBE received from the prime Contractor; (4) that all payments under the Contract have been made to the DVBE; and (5) the actual percentage of DVBE participation that was achieved. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code § 999.5(d); Govt. Code § 14841.) 64. LOSS LEADER: It is unlawful for any person engaged in business within this state to sell or use any article or product as a “loss leader” as defined in Section 17030 of the Business and Professions Code. (PCC 12104.5(b).). ADDITIONAL CMAS TERMS AND CONDITIONS 65. CMAS -- CONTRACTOR’S LICENSE REQUIREMENTS: Contracts that include installation or the wording “Furnish and Install” require at the time of Contract award that Contractors possess a valid California State Contractor’s License. If sub- Contractors are used, they must also possess a valid California State Contractor’s License. All businesses which construct or alter any building, highway, road, parking facility, railroad, excavation, or other structure in California must be licensed by the California State License Board (CSLB) if the total cost (labor and materials) of the project is $500.00 or more. Failure to be licensed or to keep the license current and in good standing shall be grounds for Contract revocation. 66. CMAS -- PUBLIC WORKS REQUIREMENTS (LABOR/INSTALLATION): a) Prior to the commencement of performance, the Contractor must obtain and provide to the State, a payment bond, on Standard Form 807, when the Contract involves a public works expenditure (labor/installation costs) in excess of $5,000. Such bond shall be in a sum not less than one hundred percent (100%) of the Contract price. b) In accordance with the provisions of Section 1773 of the California Labor Code, the Contractor shall, conform and stipulates to the general prevailing rate of wages, including employer benefits as defined in Section 1773.1 of the California Labor Code, applicable to the classes of labor to be used for public works such as at the delivery site for the assembly and installation of the equipment or materials under the purchase order. Pursuant to Section 1770 of the California Labor Code, the Department of Industrial Relations has ascertained the general prevailing rate of wages in the county in which the work is to be done, to be as listed in the booklet entitled General Prevailing Wage Rates. The booklet is compiled monthly and copies of the same are available from the Department of Industrial Relations, Prevailing Wage Unit at www.dir.ca.gov (select Statistics & Research) or (415) 703-4774. The booklet is required to be posted at the job site. c) The Contractor hereby certifies by signing this Contract that: i) Contractor has met or will comply with the standards of affirmative compliance with the Non- Discrimination Clause Requirements included herein; ii) Contractor is aware of the provisions of Section 3700 of the Labor Code that require every employer to be insured against liability for workmen's compensation or to undertake self- insurance in accordance with the provisions of that Code, and Contractor will comply with such provisions before commencing the performance of the work of the purchase order. d) Laws to be Observed i) Labor Pursuant to Section 1775 of the California Labor Code the Contractor shall, as a penalty to the State or Political subdivision on whose behalf the purchase order is made or awarded, forfeit not more than fifty ($50.00) for each calendar day, or portions thereof, for each worker paid by him or subcontractor under him, less than the prevailing wage so stipulated; and in addition, the Contractor further agrees to pay to each workman the difference between the actual amount paid for each calendar day, or portions thereof, and the stipulated prevailing wage rate for the same. This provision shall not apply to properly indentured apprentices. Pursuant to Sections 1810-1815 of the California Labor Code, inclusive, it is further agreed that the maximum hours a worker is to be employed is limited to eight hours a day and forty hours a week and the Contractor shall forfeit, as a penalty to the State, twenty-five ($25) for each worker employed in the execution of the purchase order for each calendar day during which a workman is required or permitted to labor more than eight hours in any calendar day or more than forty hours in any calendar week, in DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB GSPD-401IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 18 OF 30 violation of California Labor Code Sections 1810- 1815, inclusive. ii) Worker's Compensation Insurance The Contractor will be required to secure the payment of compensation to its employees in accordance with the provisions of Labor Code Section 3700. iii) Travel and Subsistence Payments Travel and subsistence payments shall be paid to each worker needed to execute the work, as such travel and subsistence payments are defined in the applicable collective bargaining agreements filed in accordance with Labor Code Section 1773.8. iv) Apprentices Special attention is directed to Sections 1777.5, 1777.6, and 1777.7 of the California Labor Code and Title 8, California Administrative Code Section 200 et seq. Each Contractor and/or subcontractor must, prior to commencement of the public works Contract/purchase order, contact the Division of Apprenticeship Standards, 525 Golden Gate Avenue, San Francisco, CA, or one of its branch offices to insure compliance and complete understanding of the law regarding apprentices and specifically the required ratio thereunder. Responsibility for compliance with this section lies with the prime Contractor. v) Payroll The Contractor shall keep an accurate payroll record showing the name, social security account, and work classification specific and straight time and overtime hours worked by each employee. A certified copy of the employee’s payroll record shall be available for inspection as specified in Section 1776 of the California Labor Code. 67. CMAS -- TERMINATION OF CMAS CONTRACT: a) The State may terminate this CMAS Contract at any time upon 30 days prior written notice. b) If the Contractor's GSA Multiple Award Schedule is terminated within the term of the CMAS Contract, the CMAS Contract shall also be considered terminated on the same date. c) Prior to the expiration of this CMAS Contract, this Contract may be terminated for the convenience of both parties by mutual consent. d) This provision shall not relieve the Contractor of the obligation to perform under any purchase order or other similar ordering document executed prior to the termination becoming effective. 68. CMAS -- CONTRACT AMOUNT: There is no guarantee of minimum purchase of Contractor's products or services by the State. 69. CMAS -- Debarment Certification (Federally Funded Contracts): When Federal funds are being expended, the prospective recipient of Federal assistance funds is required to certify to the Buyer, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. 70. CMAS -- PURCHASE ORDERS FUNDED IN WHOLE OR PART BY THE FEDERAL GOVERNMENT: All Contracts (including individual orders), except for State construction projects, which are funded in whole or in part by the federal government may be canceled with 30 day notice, and are subject to the following: a) It is mutually understood between the parties that this Contract (order) may have been written before ascertaining the availability of congressional appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays which would occur if the Contract (order) were executed after that determination was made. b) This Contract (order) is valid and enforceable only if sufficient funds are made available to the State by the United States Government for the fiscal year during which the order was generated for the purposes of this program. In addition, this Contract (order) is subject to any additional restrictions, limitations, or conditions enacted by the Congress or any statute enacted by the Congress that may affect the provisions, terms or mannerfunding of this Contract (order) in any . c) It is mutually agreed that if the Congress does not appropriate sufficient funds for the program, this Contract (order) shall be amended to reflect any reduction in funds. The department has the option to void the Contract (order) under the 30-day cancellation clause or to amend the Contract to reflect any reduction of funds. 71. CMAS -- CONFLICT OF INTEREST: a) Current State Employees (Public Contract Code Section 10410): i) No officer or employee shall engage in any employment, activity or enterprise from which the officer or employee receives compensation or has a financial interest and which is sponsored or funded by any State agency, unless the employment, activity or enterprise is required as a condition of regular State employment. ii) No officer or employee shall Contract on his or her own behalf as an independent Contractor with any State agency to provide Goods or services. b) Former State Employees (Public Contract Code Section 10411): DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB GSPD-401IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 19 OF 30 i) For the two-year period from the date he or she left State employment, no former State officer or employee may enter into a Contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any part of the decision- making process relevant to the Contract while employed in any capacity by any State agency. ii) For the twelve-month period from the date he or she left State employment, no former State officer or employee may enter into a Contract with any State agency if he or she was employed by that State agency in a policy-making position in the same general subject area as the proposed Contract within the twelve-month period prior to his or her leaving State service. 72. CMAS -- SUBCONTRACTING REQUIREMENTS: Any subcontractor that the CMAS supplier chooses to use in fulfilling the requirements of this Contract (order), and which is expected to receive more than ten (10) percent of value of the Contract/purchase order, must also meet all Contractual, administrative, and technical requirements of the Contract (order), as applicable. 73. CMAS -- RENTAL AGREEMENTS: The State does not agree to: •Indemnify a Contractor; •Assume responsibility for matters beyond its control; •Agree to make payments in advance; •Accept any other provision creating a contingent liability against the State; or •Agree to obtain insurance to protect the Contractor. The State’s responsibility for repairs and liability for damage or loss is restricted to that made necessary by or resulting from the negligent act or omission of the State or its officers, employees, or agents. If the Contractor maintains the equipment, the Contractor must keep the equipment in good working order and make all necessary repairs and adjustments without qualification. The State may terminate for default or cease paying rent should the Contractor fail to maintain the equipment properly. Personal property taxes are not generally reimbursed when leasing equipment (SAM 8736). 74. CMAS -- LEASE (Lease $Mart ™): If an agency desires to lease through Lease $Mart ™, the Contractor agrees to sell to lessor the assets at the same price as they agree to sell to the State. 75. CMAS -- PROGRESS PAYMENTS & RISK ASSESSMENT: In accordance with PCC 12112 agencies are required to withhold not less than 10 percent of the Contract price until final delivery and acceptance of the Goods or services, for any Contract that provides for progress payments in a Contract for IT Goods or services to be manufactured or performed by a Contractor especially for the State and not suitable for sale to others in the ordinary course of the Contractor’s business. Interim Risk Assessment guidelines and financial protection measures are detailed in PCC 12112 for agencies to use to determine their applicability to agency projects. 76. CMAS -- QUARTERLY REPORTS: Contractors are required to submit quarterly business activity reports, as specified in this Contract, even when there is no activity. A separate report is required for each Contract, as differentiated by alpha suffix. 77. CMAS – CONTRACTOR EVALUATION: In accordance with PCC 10367 and 10369, performance of the Contractor under orders issued against this Contract will be evaluated. The ordering agency shall complete a written evaluation, and if the Contractor did not satisfactorily perform the work specified, a copy of the evaluation will be sent to the DGS, Office of Legal Services. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) STATE MODEL CLOUD COMPUTING SERVICES SPECIAL PROVISIONS (Software as a Service) REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 20 OF 30 THESE SPECIAL PROVISIONS ARE ONLY TO BE USED FOR SOFTWARE AS A SERVICE (SaaS), AS DEFINED BELOW. THESE SPECIAL PROVISIONS ARE TO BE ATTACHED TO THE GENERAL PROVISIONS – INFORMATION TECHNOLOGY AND SHOULD BE ACCOMPANIED BY, A STATEMENT OF WORK (SOW) AND SERVICE LEVEL AGREEMENT (SLA). SECURITY REQUIREMENTS DESIGNATED IN THIS DOCUMENT ARE ASSUMING A NATIONAL INSTITUTE OF STANDARDS AND TECHNOLOGY (NIST) LOW CLASSIFICATION, UNLESS OTHERWISE SET FORTH IN THE SOW. A HIGHER CLASSIFICATION MAY REQUIRE DIFFERENT SECURITY REQUIREMENTS. STATE AGENCIES MUST FIRST: A. CLASSIFY THEIR DATA PURSUANT TO THE CALIFORNIA STATE ADMINISTRATIVE MANUAL (SAM) 5305.5; B. CONSIDER THE FACTORS TO BE TAKEN INTO ACCOUNT WHEN SELECTING A PARTICULAR TECHNOLOGICAL APPROACH, IN ACCORDANCE WITH SAM 4981.1, 4983 AND 4983.1 AND THEN; C. MODIFY THESE SPECIAL PROVISIONS THROUGH THE SOW AND/OR SLA TO MEET THE NEEDS OF EACH ACQUISITION. 1. Definitions a) “Cloud Software as a Service (SaaS)” - The capability provided to the consumer is to use applications made available by the provider running on a cloud infrastructure. The applications are accessible from various client devices through a thin client interface such as a web browser (e.g., web-based email). The consumer does not manage or control the underlying cloud infrastructure including network, servers, operating systems, storage, or even individual application capabilities, with the possible exception of limited user-specific application configuration settings. b) “Cloud Platform as a Service (PaaS)” - The capability provided to the consumer is to deploy onto the cloud infrastructure consumer-created or acquired applications created using programming languages and tools supported by the provider. The consumer does not manage or control the underlying cloud infrastructure including network, servers, operating systems, or storage, but has control over the deployed applications and possibly application hosting environment configurations. c) “Cloud Infrastructure as a Service (IaaS)” - The capability provided to the consumer is to provision processing, storage, networks, and other fundamental computing resources where the consumer is able to deploy and run arbitrary software, which can include operating systems and applications. The consumer does not manage or control the underlying cloud infrastructure but has control over operating systems; storage, deployed applications, and possibly limited control of select networking components (e.g., host firewalls). d) “Data” - means any information, formulae, algorithms, or other content that the State, the State’s employees, agents and end users upload, create or modify using the SaaS pursuant to this Contract. Data also includes user identification information and metadata which may contain Data or from which the State’s Data may be ascertainable. e) “Data Breach” - means any access, destruction, loss, theft, use, modification or disclosure of Data by an unauthorized party or that is in violation of Contract terms and/or applicable state or federal law. f) “Encryption” - Conversion of plaintext to ciphertext through the use of a Federal Information Processing Standards (FIPS) validated cryptographic algorithm. [FIPS 140-2] g) “Recovery Point Objective (RPO)” - means the point in time to which Data can be recovered and/or systems restored when service is restored after an interruption. The Recovery Point Objective is expressed as a length of time between the interruption and the most proximate backup of Data immediately preceding the interruption. The RPO is detailed in the SLA. h) “Recovery Time Objective (RTO)” - means the period of time within which information technology services, systems, applications and functions must be recovered following an unplanned interruption. The RTO is detailed in the SLA. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) STATE MODEL CLOUD COMPUTING SERVICES SPECIAL PROVISIONS (Software as a Service) REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 21 OF 30 Terms 2. SaaS AVAILABILITY: Unless otherwise stated in the Statement of Work, a) The SaaS shall be available twenty-four (24) hours per day, 365 days per year (excluding agreed-upon maintenance downtime). b) If SaaS monthly availability averages less than 99.9% (excluding agreed-upon maintenance downtime), the State shall be entitled to recover damages, apply credits or use other contractual remedies as set forth in the Statement of Work. c) If SaaS monthly availability averages less than 99.9% (excluding agreed-upon maintenance downtime), for three (3) or more months in a rolling twelve-month period, the State may terminate the contract for material breach in accordance with the Termination for Default provision in the General Provisions – Information Technology. d) Contractor shall provide advance written notice to the State in the manner set forth in the Statement of Work of any major upgrades or changes that will affect the SaaS availability. 3. DATA AVAILABILITY: Unless otherwise stated in the Statement of Work, a) The Data shall be available twenty-four (24) hours per day, 365 days per year (excluding agreed-upon maintenance downtime). b) If Data monthly availability averages less than 99.9% (excluding agreed-upon maintenance downtime), the State shall be entitled to recover damages, apply credits or use other contractual remedies as set forth in the Statement of Work if the State is unable to access the Data as a result of: 1) Acts or omission of Contractor; 2) Acts or omissions of third parties working on behalf of Contractor; 3) Network compromise, network intrusion, hacks, introduction of viruses, disabling devices, malware and other forms of attack that can disrupt access to Contractor’s server, to the extent such attack would have been prevented by Contractor taking reasonable industry standard precautions; 4) Power outages or other telecommunications or Internet failures, to the extent such outages were within Contractor’s direct or express control. c) If Data monthly availability averages less than 99.9% (excluding agreed-upon maintenance downtime), for three (3) or more months in a rolling twelve-month period, the State may terminate the contract for material breach in accordance with the Termination for Default provision in the General Provisions – Information Technology. 4. SaaS and DATA SECURITY: a) In addition to the Compliance with Statutes and Regulations provision set forth in the General Provisions – Information Technology, Contractor shall certify to the State: 1) The sufficiency of its security standards, tools, technologies and procedures in providing SaaS under this Contract; 2) Compliance with the following: i. The California Information Practices Act (Civil Code Sections 1798 et seq.); ii. Current NIST special publications 800-171 Protecting Controlled Unclassified Information in Nonfederal Information Systems and Organizations. Third party audit results and Contractor’s plan to correct any negative findings shall be made available to the State upon request; iii. Undergo an annual Statement on Standards for Attestation Engagements (SSAE) No. 16 Service Organization Control (SOC) 2 Type II audit. Third party audit results and Contractor’s plan to correct any negative findings and implementation progress reports shall be made available to the State upon request; and iv. Privacy provisions of the Federal Privacy Act of 1974; DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) STATE MODEL CLOUD COMPUTING SERVICES SPECIAL PROVISIONS (Software as a Service) REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 22 OF 30 3) Compliance with industry standards and guidelines applicable to the SaaS services being provided. Relevant security provisions may include, but are not limited to: Health Insurance Portability and Accountability Act of 1996, IRS 1075, Health Information Technology for Economic and Clinical (HITECH) Act, Criminal Justice Information Services (CJIS) Security Policy, Social Security Administration (SSA) Electronic Information Exchange Security Requirements, and the Payment Card Industry (PCI) Data Security Standard (DSS) as well as their associated Cloud Computing Guidelines. b) Contractor shall implement and maintain all appropriate administrative, physical, technical and procedural safeguards in accordance with section a) above at all times during the term of this Contract to secure such Data from Data Breach, protect the Data and the SaaS from hacks, introduction of viruses, disabling devices, malware and other forms of malicious or inadvertent acts that can disrupt the State’s access to its Data. c) Contractor shall allow the State reasonable access to SaaS security logs, latency statistics, and other related SaaS security data that affect this Contract and the State’s Data, at no cost to the State. d) Contractor assumes responsibility for the security and confidentiality of the Data under its control. e) No Data shall be copied, modified, destroyed or deleted by Contractor other than for normal operation or maintenance of SaaS during the Contract period without prior written notice to and written approval by the State. f) Remote access to Data from outside the continental United States, including remote access to Data by authorized SaaS support staff in identified support centers, is prohibited unless approved in advance in writing by: 1) the Agency Information Security Officer, with written notice to the State Chief Information Security Officer, or 2) in the absence of an Agency Information Security Officer, the State Chief Information Security Officer. 5. ENCRYPTION: Confidential, sensitive or personal information shall be encrypted in accordance with California State Administrative Manual 5350.1 and California Statewide Information Management Manual 5305-A. 6. DATA LOCATION: Unless otherwise stated in the Statement of Work and approved in advance in writing by: 1) the Agency Information Security Officer, with written notice to the State Chief Information Security Officer, or 2) in the absence of an Agency Information Security Officer, the State Chief Information Security Officer, the physical location of Contractor’s data center where the Data is stored shall be within the continental United States. 7. RIGHTS TO DATA: The parties agree that as between them, all rights, including all intellectual property rights, in and to Data shall remain the exclusive property of the State, and Contractor has a limited, non-exclusive license to access and use the Data as provided to Contractor solely for performing its obligations under the Contract. Nothing herein shall be construed to confer any license or right to the Data, including user tracking and exception Data within the system, by implication, estoppel or otherwise, under copyright or other intellectual property rights, to any third party. Unauthorized use of Data by Contractor or third parties is prohibited. For the purposes of this requirement, the phrase “unauthorized use” means the data mining or processing of data, stored or transmitted by the service, for unrelated commercial purposes, advertising or advertising-related purposes, or for any other purpose other than security or service delivery analysis that is not explicitly authorized. 8. TRANSITION PERIOD: a) Unless otherwise stated in the SOW, for ninety (90) days prior to the expiration date of this Contract, or upon notice of termination of this Contract, Contractor shall assist the State in extracting and/or transitioning all Data in the format determined by the State (“Transition Period”). b) The Transition Period may be modified in the SOW or as agreed upon in writing by the parties in a contract amendment. c) During the Transition Period, SaaS and Data access shall continue to be made available to the State without alteration. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) STATE MODEL CLOUD COMPUTING SERVICES SPECIAL PROVISIONS (Software as a Service) REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 23 OF 30 d) Contractor agrees to compensate the State for damages or losses the State incurs as a result of Contractor’s failure to comply with this section in accordance with the Limitation of Liability provision set forth in the General Provisions - Information Technology. e) Unless otherwise stated in the SOW, the Contractor shall permanently destroy or render inaccessible any portion of the Data in Contractor’s and/or subcontractor’s possession or control following the expiration of all obligations in this section. Within thirty (30) days, Contractor shall issue a written statement to the State confirming the destruction or inaccessibility of the State’s Data. f) The State at its option, may purchase additional transition services as agreed upon in the SOW. 9. DATA BREACH: Unless otherwise stated in the Statement of Work, a) Upon discovery or reasonable belief of any Data Breach, Contractor shall notify the State by the fastest means available and also in writing, with additional notification provided to the Chief Information Security Officer or designee of the contracting agency. Contractor shall provide such notification within forty-eight (48) hours after Contractor reasonably believes there has been such a Data Breach. Contractor’s notification shall identify: 1) The nature of the Data Breach; 2) The Data accessed, used or disclosed; 3) The person(s) who accessed, used, disclosed and/or received Data (if known); 4) What Contractor has done or will do to quarantine and mitigate the Data Breach; and 5) What corrective action Contractor has taken or will take to prevent future Data Breaches. b) Contractor will provide daily updates, or more frequently if required by the State, regarding findings and actions performed by Contractor until the Data Breach has been effectively resolved to the State’s satisfaction. c) Contractor shall quarantine the Data Breach, ensure secure access to Data, and repair SaaS as needed in accordance with the SLA. Failure to do so may result in the State exercising its options for assessing damages or other remedies under this Contract. d) Notwithstanding anything to the contrary in the General Provisions - Information Technology, in performing services under this Contract, and to the extent authorized by the State in the Statement of Work, Contractor may be permitted by the State to use systems, or may be granted access to the State systems, which store, transmit or process State owned, licensed or maintained computerized Data consisting of personal information, as defined by Civil Code Section 1798.29 (g). If the Contractor causes or knowingly experiences a breach of the security of such Data, Contractor shall immediately report any breach of security of such system to the State following discovery or notification of the breach in the security of such Data. The State’s Chief Information Security Officer, or designee, shall determine whether notification to the individuals whose Data has been lost or breached is appropriate. If personal information of any resident of California was, or is reasonably believed to have been acquired by an unauthorized person as a result of a security breach of such system and Data that is not due to the fault of the State or any person or entity under the control of the State, Contractor shall bear any and all costs associated with the State’s notification obligations and other obligations set forth in Civil Code Section 1798.29 (d) as well as the cost of credit monitoring, subject to the dollar limitation, if any, agreed to by the State and Contractor in the applicable Statement of Work. These costs may include, but are not limited to staff time, material costs, postage, media announcements, and other identifiable costs associated with the breach of the security of such personal information. e) Contractor shall conduct an investigation of the Data Breach and shall share the report of the investigation with the State. The State and/or its authorized agents shall have the right to lead (if required by law) or participate in the investigation. Contractor shall cooperate fully with the State, its agents and law enforcement. 10. DISASTER RECOVERY/BUSINESS CONTINUITY: Unless otherwise stated in the Statement of Work, a) In the event of disaster or catastrophic failure that results in significant Data loss or extended loss of access to Data, Contractor shall notify the State by the fastest means available and also in writing, with additional notification provided DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) STATE MODEL CLOUD COMPUTING SERVICES SPECIAL PROVISIONS (Software as a Service) REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 24 OF 30 to the Chief Information Security Officer or designee of the contracting agency. Contractor shall provide such notification within twenty-four (24) hours after Contractor reasonably believes there has been such a disaster or catastrophic failure. In the notification, Contactor shall inform the State of: 1) The scale and quantity of the Data loss; 2) What Contractor has done or will do to recover the Data and mitigate any deleterious effect of the Data loss; and 3) What corrective action Contractor has taken or will take to prevent future Data loss. 4) If Contractor fails to respond immediately and remedy the failure, the State may exercise its options for assessing damages or other remedies under this Contract. b) Contractor shall restore continuity of SaaS, restore Data in accordance with the RPO and RTO as set forth in the SLA, restore accessibility of Data, and repair SaaS as needed to meet the performance requirements stated in the SLA. Failure to do so may result in the State exercising its options for assessing damages or other remedies under this Contract. c) Contractor shall conduct an investigation of the disaster or catastrophic failure and shall share the report of the investigation with the State. The State and/or its authorized agents shall have the right to lead (if required by law) or participate in the investigation. Contractor shall cooperate fully with the State, its agents and law enforcement. 11. EXAMINATION AND AUDIT: In addition to the Examination and Audit provision set forth in the General Provisions - Information Technology, unless otherwise stated in the Statement of Work: a) Upon advance written request, Contractor agrees that the State or its designated representative shall have access to Contractor’s SaaS, operational documentation, records and databases, including online inspections, that relate to the SaaS purchased by the State. b) The online inspection shall allow the State, its authorized agents, or a mutually acceptable third party to test that controls are in place and working as intended. Tests may include, but not be limited to, the following: 1) Operating system/network vulnerability scans, 2) Web application vulnerability scans, 3) Database application vulnerability scans, and 4) Any other scans to be performed by the State or representatives on behalf of the State. c) After any significant Data loss or Data Breach or as a result of any disaster or catastrophic failure, Contractor will at its expense have an independent, industry-recognized, State-approved third party perform an information security audit. The audit results shall be shared with the State within seven (7) days of Contractor’s receipt of such results. Upon Contractor receiving the results of the audit, Contractor will provide the State with written evidence of planned remediation within thirty (30) days and promptly modify its security measures in order to meet its obligations under this Contract. 12. DISCOVERY: Contractor shall promptly notify the State upon receipt of any requests which in any way might reasonably require access to the Data of the State or the State's use of the SaaS. Contractor shall notify the State by the fastest means available and also in writing, with additional notification provided to the Chief Information Security Officer or designee of the contracting agency, unless prohibited by law from providing such notification. Contractor shall provide such notification within forty-eight (48) hours after Contractor receives the request. Contractor shall not respond to subpoenas, service of process, Public Records Act requests, and other legal requests directed at Contractor regarding this Contract without first notifying the State unless prohibited by law from providing such notification. Contractor agrees to provide its intended responses to the State with adequate time for the State to review, revise and, if necessary, seek a protective order in a court of competent jurisdiction. Contractor shall not respond to legal requests directed at the State unless authorized in writing to do so by the State. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB STATE MODEL CLOUD COMPUTING SERVICES SPECIAL PROVISIONS (Infrastructure as a Service and Platform as a Service) REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 25 OF 30 THESE SPECIAL PROVISIONS ARE ONLY TO BE USED FOR INFRASTRUCTURE AS A SERVICE (IaaS) AND PLATFORM AS A SERVICE (PaaS), AS DEFINED BELOW. THESE SPECIAL PROVISIONS ARE TO BE ATTACHED TO THE GENERAL PROVISIONS – INFORMATION TECHNOLOGY AND ACCOMPANIED BY, AT MINIMUM, A STATEMENT OF WORK (SOW) AND SERVICE LEVEL AGREEMENT (SLA). STATE AGENCIES MUST FIRST: A.CLASSIFY THEIR DATA PURSUANT TO THE CALIFORNIA STATE ADMINISTRATIVE MANUAL (SAM) 5305.5; B.CONSIDER THE FACTORS TO BE TAKEN INTO ACCOUNT WHEN SELECTING A PARTICULAR TECHNOLOGICAL APPROACH, IN ACCORDANCE WITH SAM 4981.1, 4983 AND 4983.1 AND THEN; C.MODIFY THESE SPECIAL PROVISIONS THROUGH THE SOW AND/OR SLA TO MEET THE NEEDS OF EACH ACQUISITION. 1.DEFINITIONS: a.“Authorized Persons” means the Service Provider’s employees, Contractors, subcontractors or other agents who need to access the State’s Data to enable the Service Provider to perform the services required. b.“Data Breach” means the unauthorized access that results in the use, disclosure, destruction, modification, loss or theft of the State’s unencrypted Personal Data or Non-Public Data. c.“Individually Identifiable Health Information” means Information that is a subset of health information, including demographic information collected from an individual, and (1) is created or received by a health care provider, health plan, employer or health care clearinghouse; and (2) relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (a) that identifies the individual; or (b) with respect to which there is a reasonable basis to believe the information can be used to identify the individual. d.“Infrastructure-as-a-Service” (IaaS) means the capability provided to the consumer is to provision processing, storage, networks and other fundamental computing resources where the consumer is able to deploy and run arbitrary software, which can include operating systems and applications. The consumer does not manage or control the underlying cloud infrastructure but has control over operating systems, storage, deployed application; and possibly limited control of select networking components (e.g., host firewalls). e.“Non-Public Data” means data submitted to the Service Provider’s IaaS or PaaS Service, other than Personal Data, that is not subject to distribution to the public as public information. It is deemed to be sensitive and confidential by the State because it contains information that is exempt by statute, regulation or policy from access by the general public as public information. f.“Personal Data” means data submitted to the Service Provider’s IaaS or PaaS Service that includes information relating to a person that identifies the person by name and has any of the following personally identifiable information (PII): government-issued identification numbers (e.g., Social Security, driver’s license, passport); financial account information, including account number, credit or debit card numbers; or protected health information (PHI) relating to a person. g.“Platform-as-a-Service” (PaaS) means the capability provided to the consumer to deploy onto the cloud infrastructure consumer- created or -acquired applications created using programming languages and tools supported by the provider. This capability does not necessarily preclude the use of compatible programming languages, libraries, services and tools from other sources. The consumer does not manage or control the underlying cloud infrastructure, including network, servers, operating systems or storage, but has control over the deployed applications and possibly application hosting environment configurations. h.“Protected Health Information” (PHI) means Individually Identifiable Health Information transmitted by electronic media, maintained in electronic media, or transmitted or maintained in any other form or medium. PHI excludes education records covered by the Family Educational Rights and Privacy Act (FERPA) as amended, 20 U.S.C. 1232g, records described at 20 U.S.C. 1232g(a)(4)(B)(iv) and employment records held by a covered entity in its role as employer. i.“Security Incident” means the potentially unauthorized access to Personal Data or Non-Public Data the Service Provider believes could reasonably result in the use, disclosure or theft of the State’s unencrypted Personal Data or Non-Public Data within the possession or control of the Service Provider. A Security Incident may or may not turn into a Data Breach. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB STATE MODEL CLOUD COMPUTING SERVICES SPECIAL PROVISIONS (Infrastructure as a Service and Platform as a Service) REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 26 OF 30 j.“Service Level Agreement” (SLA) means a written agreement between both the State and the Service Provider that is subject to the terms and conditions in this document that unless otherwise agreed to includes (1) the technical service level performance promises, (i.e. metrics for performance and intervals for measure), (2) description of service quality, (3) identification of roles and responsibilities, (4) security responsibilities and notice requirements, how disputes are discovered and addressed, and (6) any remedies for performance failures. k.“Service Provider” means the Contractor, subcontractors, agents, resellers, third parties and affiliates who are providing the services agreed to under the Contract. l.“State Data” means all data created or in any way originating with the State, and all data that is the output of computer processing of or other electronic manipulation of any data that was created by or in any way originated with the State, whether such data or output is stored on the State’s hardware, the Service Provider’s hardware or exists in any system owned, maintained or otherwise controlled by the State or by the Service Provider. m.“State Identified Contact” means the person or persons designated in writing by the State to receive Security Incident or Data Breach notification. n.“Statement of Work” (SOW) means a written statement in a Contract that describes the State’s service needs and expectations. 2.DATA OWNERSHIP: The State will own all right, title and interest in State Data that is related to the services provided by this Contract. The Service Provider shall not access State user accounts or State Data, except (1) in the course of data center operations, (2) in response to service or technical issues, (3) as required by the express terms of this Contract, (4) at the State’s written request or (5) as required by law. 3.DATA PROTECTION: Protection of personal privacy and data shall be an integral part of the business activities of the Service Provider to ensure there is no inappropriate or unauthorized use of State information at any time. To this end, the Service Provider shall safeguard the confidentiality, integrity and availability of State information within its control and comply with the following conditions: a.In addition to the Compliance with Statues and Regulations provisions set forth in the General Provisions – Information Technology, the Service Provider shall comply as required with: i.The California Information Practices Act (Civil Code Sections 1798 et seq). ii.NIST Special Publication 800-53 Revision 4 or its successor. iii.Privacy provisions of the Federal Privacy Act of 1974. b.All State Data obtained by the Service Provider within its control in the performance of this Contract shall become and remain the property of the State. c.Unless otherwise set forth in the SOW and/or SLA, Personal Data and Non-Public Data shall be encrypted at rest, in use, and in transit with controlled access. The SOW and/or SLA will specify which party is responsible for encryption and access control of the State Data for the service model under Contract. If the SOW and/or SLA and the Contract are silent, then the State is responsible for encryption and access control. d.Unless otherwise set forth in the SOW and/or SLA, it is the State’s responsibility to identify data it deems as Non-Public Data to the Service Provider. The level of protection and encryption for all Non-Public Data shall be identified and made a part of this Contract. e.At no time shall any Personal Data and Non-Public Data or processes — which either belong to or are intended for the use of State or its officers, agents or employees — be copied, disclosed or retained by the Service Provider or any party related to the Service Provider for subsequent use in any transaction without the express written consent of the State except as permitted in Section 2 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB STATE MODEL CLOUD COMPUTING SERVICES SPECIAL PROVISIONS (Infrastructure as a Service and Platform as a Service) REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 27 OF 30 above. f.(For PaaS Only) Encryption of Data at Rest: The Service Provider shall ensure hard drive encryption consistent with validated cryptography standards as referenced in FIPS 140-2, Security Requirements for Cryptographic Modules for all Personal Data and Non-Public Data, unless the Service Provider presents a justifiable position approved by the State that Personal Data and Non-Public Data must be stored on a Service Provider portable device in order to accomplish work as defined in the SOW and/or SLA. 4.DATA LOCATION: The Service Provider shall provide its services to the State and its end users solely from data centers in the continental United States. Storage of State Data at rest shall be located solely in data centers in the continental United States. The Service Provider shall not allow its personnel or contractors to store State Data on portable devices, including personal computers, except for devices that are used and kept only at its U.S. data centers. The Service Provider shall permit its personnel and contractors to access State Data remotely only as required to provide technical user support or other customer support. The Service Provider may provide technical user support or other customer support on a 24/7 basis using a Follow the Sun model, unless otherwise prohibited in this Contract. 5.SECURITY INCIDENT OR DATA BREACH NOTIFICATION: The Service Provider shall inform the State of any Security Incident or Data Breach related to State Data within the possession or control of the Service Provider and related to the service provided under this Contract. a.Security Incident Reporting Requirements: Unless otherwise set forth in the SOW and/or SLA, the Service Provider shall promptly report a Security Incident related to its service under the Contract to the appropriate State Identified Contact as defined in the SOW and/or SLA. b.Breach Reporting Requirements: If the Service Provider has actual knowledge of a confirmed Data Breach that affects the security of any State Data that is subject to applicable Data Breach notification law, the Service Provider shall (1) promptly notify the appropriate State Identified Contact within 24 hours or sooner, unless otherwise required by applicable law, and (2) take commercially reasonable measures to address the Data Breach in a timely manner. c.(For PaaS Only) Incident Response: The Service Provider may need to communicate with outside parties regarding a Security Incident, which may include contacting law enforcement, fielding media inquiries and seeking external expertise as mutually agreed upon, defined by law or contained in the contract. Discussing Security Incidents with the State should be handled on an urgent as- needed basis, as part of Service Provider communication and mitigation processes as mutually agreed, defined by law or contained in the Contract. 6.DATA BREACH RESPONSIBILITIES: This section only applies when a Data Breach occurs with respect to Personal Data and/or Non-Public Data within the possession or control of a Service Provider and related to service provided under this Contract. a.The Service Provider, unless otherwise set forth in in the SOW and/or SLA, shall promptly notify the appropriate State Identified Contact within 24 hours or sooner by telephone, unless shorter time is required by applicable law, if it confirms that there is or reasonably believes that there has been a Data Breach. The Service Provider shall (1) cooperate with the State as reasonably requested by the State to investigate and resolve the Data Breach; (2) promptly implement necessary remedial measures, if necessary; and (3) document responsive actions taken related to the Data Breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if necessary. b.Service Provider will provide daily updates, or more frequently if required by the State, regarding findings and actions performed by Service Provider to the State Identified Contact until the Data Breach has been effectively resolved to the State’s satisfaction. c.Service Provider shall quarantine the Data Breach, ensure secure access to Data, and repair IaaS and/or PaaS as needed in accordance with the SOW and/or SLA. Failure to do so may result in the State exercising its options for assessing damages or other DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB STATE MODEL CLOUD COMPUTING SERVICES SPECIAL PROVISIONS (Infrastructure as a Service and Platform as a Service) REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 28 OF 30 remedies under this Contract. d.Unless otherwise set forth in the SOW and/or SLA, if a Data Breach is a direct result of the Service Provider’s breach of its Contract obligation to encrypt Personal Data and/or Non-Public Data or otherwise prevent its release, the Service Provider shall bear the costs associated with (1) the investigation and resolution of the Data Breach; (2) notifications to individuals, regulators or others required by State law; (3) a credit monitoring service required by State (or Federal) law; (4) a website or a toll-free number and call center for affected individuals required by State law; and (5) complete all corrective actions as reasonably determined by the Service Provider based on root cause; all [(1) through (5)] subject to this Contract’s Limitation of Liability provision as set forth in the General Provisions – Information Technology. 7.NOTIFICATION OF LEGAL REQUESTS: Unless otherwise required by law, the Service Provider shall contact the State upon receipt of any electronic discovery, litigation holds, discovery searches and expert testimonies related to the State’s Data under this Contract, or which in any way might reasonably require access to State’s Data. The Service Provider shall not respond to subpoenas, service of process and other legal requests related to the State without first notifying the State, unless prohibited by law from providing such notice. Unless otherwise required by law, Service Provider agrees to provide its intended responses to the State with adequate time for the State to review, revise and, if necessary, seek a protective order in a court of competent jurisdiction. Service Provider shall not respond to legal requests directed at the State unless authorized in writing to do so by the State. 8.DATA PRESERVATION AND RETRIEVAL: a.For ninety (90) days prior to the expiration date of this Contract, or upon notice of termination of this Contract, Service Provider shall assist the State in extracting and/or transitioning all State Data in the format determined by the State (“Transition Period”). b.The Transition Period may be modified in the SOW and/or SLA or as agreed upon in writing by the parties in a Contract amendment. c.During the Transition Period, IaaS and/or PaaS and State Data access shall continue to be made available to the State without alteration. d.Service Provider agrees to compensate the State for damages or losses the State incurs as a result of Service Provider’s failure to comply with this section in accordance with the “Limitation of Liability” provision set forth in the General Provisions - Information Technology. e.The State at its option, may purchase additional transition services as agreed upon in the SOW and/or SLA. f.During any period of suspension, the Service Provider shall not take any action to intentionally erase any State Data. g.The Service Provider will impose no additional fees for access and retrieval of State Data by the State during the Transition Period. h.After termination of the Contract and the prescribed retention period, the Service Provider shall securely dispose of all State Data in all forms. State Data shall be permanently deleted and shall not be recoverable, according to NIST-approved methods. Certificates of destruction shall be provided to the State. 9.BACKGROUND CHECKS: As permitted or required by law, the Service Provider shall conduct criminal background checks and not utilize any staff, including subcontractors, to fulfill the obligations of the Contract who have been convicted of any crime of dishonesty, including but not limited to criminal fraud, or otherwise convicted of any felony or any misdemeanor offense for which incarceration for up to 1 year is an authorized penalty. The Service Provider shall promote and maintain an awareness of the importance of securing the State’s information among the Service Provider’s employees and agents. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB STATE MODEL CLOUD COMPUTING SERVICES SPECIAL PROVISIONS (Infrastructure as a Service and Platform as a Service) REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 29 OF 30 10.ACCESS TO SECURITY LOGS AND REPORTS: a.(For IaaS Only) Upon request, the Service Provider shall provide reports to the State directly related to the infrastructure the Service Provider controls upon which the State account resides. Unless otherwise agreed to in the SLA, the Service Provider shall provide the State a history of all Application Program Interface (API) calls for the State account that includes the identity of the API caller, the time of the API call, the source IP address of the API caller, the request parameters and the response elements returned by the Service Provider. The report will be sufficient to enable the State to perform security analysis, resource change tracking and compliance auditing. b.(For PaaS Only) Upon request, the Service Provider shall provide reports to the State in a format as specified in the SOW and/or SLA and agreed to by both the Service Provider and the State. Reports will include latency statistics, user access, user access IP address, user access history and security logs for all State files related to this Contract. c.The Service Provider and the State recognize that security responsibilities are shared. The Service Provider is responsible for providing a secure infrastructure. The State is responsible for its secure guest operating system, firewalls and other logs captured within the guest operating system. Specific shared responsibilities are identified within the SOW and/or SLA. 11.CONTRACT AUDIT: The Service Provider shall allow the State to audit conformance to the Contract terms. The State may perform this audit or Contract with a third party at its discretion and at the State’s expense. 12.DATA CENTER AUDIT: The Service Provider shall undergo an annual Statement on Standards for Attestation Engagements (SSAE) No. 16 Service Organization Control (SOC) 2 Type II audit of its data centers, or its successor at its own expense. The Service Provider shall provide a redacted version of the audit report and Contractor’s plan to correct any negative findings upon request. The Service Provider may remove its proprietary information from the redacted version. 13.CHANGE CONTROL AND ADVANCE NOTICE: The Service Provider shall give advance notice (as agreed to by the parties and included in the SOW and/or SLA) to the State of any upgrades (e.g., major upgrades, minor upgrades, system changes) that is expected to materially and negatively impact service availability and performance, as well as any planned downtime for such upgrades. A major upgrade is a replacement of hardware, software or firmware ware with a newer or better version in order to bring the system up to date or to improve its characteristics. It usually includes a new version number. Service Provider may change the features and functionality of the services, without degrading them, to make improvements, address security requirements and comply with changes in law. 14.SECURITY PROCESSES: The Service Provider shall disclose its non-proprietary security processes and technical limitations to the State such that adequate protection and flexibility can be attained between the State and the Service Provider. The State and the Service Provider shall understand each other’s roles and responsibilities, which shall be set forth in the SOW and/or SLA. 15.IMPORT AND EXPORT OF DATA: The State shall have the ability to import or export data in whole or in part at its discretion without interference from the Service Provider. This includes the ability for the State to import or export data to or from other Service Providers. 16.RESPONSIBILITIES AND UPTIME GUARANTEE: DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB STATE MODEL CLOUD COMPUTING SERVICES SPECIAL PROVISIONS (Infrastructure as a Service and Platform as a Service) REVISED AND EFFECTIVE MARCH 15, 2018 PAGE 30 OF 30 The Service Provider shall be responsible for the acquisition and operation of all hardware, software and network support related to the services being provided. The technical and professional activities required for establishing, managing and maintaining the environment are the responsibility of the Service Provider. The system shall be available 24/7/365 (with agreed-upon maintenance downtime), and shall provide service to customers as defined in the SOW and/or SLA. 17.RIGHT TO REMOVE INDIVIDUALS: The State shall have the right at any time to require the Service Provider remove from interaction with State any Service Provider representative who the State believes is detrimental to its working relationship with the Service Provider. The State shall provide the Service Provider with notice of its determination, and the reasons it requests the removal. The Service Provider shall not assign the person to any aspect of the Contract or future work orders without the State’s consent. 18.BUSINESS CONTINUITY AND DISASTER RECOVERY: The Service Provider shall provide a business continuity and disaster recovery plan and shall ensure that it achieves the State’s Recovery Time Objective (RTO), as agreed to by the parties and set forth in the SOW and/or SLA. 19.WEB SERVICES: (For PaaS Only) The Service Provider shall use Web services exclusively to interface with State Data in near real time when possible, or as mutually agreed in the SOW and/or SLA. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB General Services Administration Federal Acquisition Service Authorized Federal Supply Schedule Price List GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY EQUIPMENT, SOFTWAREAND SERVICES (SCHEDULE 70) Federal Supply Group: 70 For more information on ordering from Federal Supply Schedules click on the FSS Schedules button at http://www.gsa.gov/schedules-ordering CGI Federal Inc. 12601 Fair Lakes Circle Fairfax, VA 22033 Contract Number: GS-35F-281DA Contract Period: April 22, 2016 – April 21, 2021 Business Size: Large Business SIN 132-32 Term Software Licenses SIN 132-34 Maintenance of Software SIN 132-40 Cloud Computing Services SIN 132-51 Information Technology (IT) Professional Services SIN 132-52 Electronic Commerce (EC) Services SIN 132-56 Health Information Technology Services SIN 70-500 Order Level Materials (OLM) Point of Contact: Elisa Rhee Telephone: (703) 227-4882 Web Site: www.cgifederal.com E-mail: GSAIT70@cgifederal.com *Price List amendment through modification PO-0017 effective July 19, 2018. On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order is available through GSA Advantage!™, a menu-driven database system. The INTERNET address for GSA Advantage!™ is: http://www.GSAAdvantage.gov. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB (This Page Intentionally Left Blank) DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB i CGI Federal Inc. IT Schedule 70 Schedule Pricelist TABLE OF CONTENTS Customer Information ...............................................................................................................................1 1. Awarded Special Item Numbers ..........................................................................................................1 2. Maxiumum Order: $500,000.00 ..........................................................................................................1 3. Minimum Order: $100.00 ....................................................................................................................1 4. Geographic coverage (delivery area): Domestic and Overseas ........................................................1 5. Point(s) of production (city, county, and State or foreign country): Same as company address ..1 6. Discount from list prices or statement of net price: Government net prices (discounts already deducted). ...............................................................................................................................................1 7. Quantity discounts: None ....................................................................................................................1 8. Prompt payment terms: Net 30 days ..................................................................................................1 9. Notification that Government purchase cards are accepted at or below the micro-purchase threshold: YES ......................................................................................................................................1 10. Foreign items (list items by country of origin): None .....................................................................2 11. Time of delivery. ..................................................................................................................................2 12. F.O.B. point(s): Destination ...............................................................................................................2 13. A. Ordering addresses: .......................................................................................................................2 13. b. Ordering Procedures for Federal Supply Schedule Contracts ..................................................2 14. Payment addresses: .............................................................................................................................2 15. Warranty provision: Contractor’s standard commercial warranty .............................................2 16. Export packing charges, if applicable. ..............................................................................................3 17. Terms and conditions of Government purchase card acceptance (any thresholds above the micro-purchase level): Contact Contractor .......................................................................................3 18. Terms and conditions of rental, maintenance, and repair (if applicable): N/A ...........................3 19. Terms and conditions of installation (if applicable): N/A ..............................................................3 20. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices (if applicable): N/A ....................................................................................................3 21. a. Terms and conditions for any other services (if applicable). ......................................................3 22. List of service and distribution points (if applicable). .....................................................................3 23. List of participating dealers (if applicable). ......................................................................................3 24. Preventive maintenance (if applicable). ............................................................................................3 25. If applicable, indicate that Section 508 compliance information is available on Electronic and Information Technology (EIT) supplies and services and show where full details can be found (e.g. contractor’s website or other location.) The EIT standards can be found at: www.Section508.gov/. ............................................................................................................................3 26. Data Universal Number System (DUNS) number: 145969783 ......................................................3 27. Notification regarding registration in Central Contractor Registration (CCR) database: Registered ...............................................................................................................................................3 TERMS AND CONDITIONS APPLICABLE TO SIN 132-32 and 132-34 ...........................................4 1. INSPECTION/ACCEPTANCE ...........................................................................................................4 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB ii CGI Federal Inc. IT Schedule 70 Schedule Pricelist 2. ENTERPRISE USER LICENSE AGREEMENTS REQUIREMENTS (EULA) ............................4 3. GUARANTEE/WARRANTY ..............................................................................................................4 4. TECHNICAL SERVICES ....................................................................................................................6 5. SOFTWARE MAINTENANCE ...........................................................................................................6 6. PERIODS OF TERM LICENSES (SIN 132-32) AND MAINTENANCE (SIN 132-34) .................8 7. CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE .......................................9 8. TERM LICENSE CESSATION ...........................................................................................................9 9. UTILIZATION LIMITATIONS - (SIN 132-32, SIN 132-33, AND SIN 132-34) .............................9 10. SOFTWARE CONVERSIONS - (SIN 132-32 AND SIN 132-33) ..................................................11 11. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY ..........................................................11 12. RIGHT-TO-COPY PRICING ..........................................................................................................11 Federal Financial System® (FFS®) .........................................................................................................12 Computer Aided Collections System for Government (CACS-G) ......................................................14 Momentum® Suite of Products ...............................................................................................................15 1. SCOPE ..................................................................................................................................................43 2. RESPONSIBILITIES OF THE CONTRACTOR ............................................................................43 3. RESPONSIBILITIES OF THE ORDERING ACTIVITY ..............................................................44 4. GUIDANCE FOR CONTRACTORS ................................................................................................47 SIN 132-40 - Cloud Computing Services ...............................................................................................53 1. SCOPE ..................................................................................................................................................55 2. PERFORMANCE INCENTIVES I-FSS-60 Performance Incentives (April 2000) .......................55 3. ORDER .................................................................................................................................................56 4. PERFORMANCE OF SERVICES ....................................................................................................56 5. STOP-WORK ORDER (FAR 52.242-15) (AUG 1989) ....................................................................56 6. INSPECTION OF SERVICES ...........................................................................................................57 7. RESPONSIBILITIES OF THE CONTRACTOR ............................................................................57 8. RESPONSIBILITIES OF THE ORDERING ACTIVITY ..............................................................57 9. INDEPENDENT CONTRACTOR ....................................................................................................57 10. ORGANIZATIONAL CONFLICTS OF INTEREST ...................................................................57 11. INVOICES .........................................................................................................................................58 12. PAYMENTS ......................................................................................................................................58 13. RESUMES ..........................................................................................................................................58 14. INCIDENTAL SUPPORT COSTS ..................................................................................................58 15. APPROVAL OF SUBCONTRACTS ..............................................................................................58 16. DESCRIPTION OF IT PROFESSIONAL SERVICES AND PRICING .....................................58 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB iii CGI Federal Inc. IT Schedule 70 Schedule Pricelist SERVICE CONTRAC ACT .................................................................................................................771 CGI LABOR CATEGORIES & RATES (SPECIAL ITEM NUMBER 132-51 and 132-56) .........771 TERMS AND CONDITIONS APPLICABLE TO ................................................................................77 1. SCOPE ..................................................................................................................................................77 2. ELECTRONIC COMMERCE CAPACITY AND COVERAGE ...................................................77 3. INFORMATION ASSURANCE ........................................................................................................77 4. DELIVERY SCHEDULE. ..................................................................................................................77 5. INTEROPERABILITY. .....................................................................................................................77 6. ORDER .................................................................................................................................................77 7. PERFORMANCE OF ELECTRONIC SERVICES .........................................................................78 8. RESPONSIBILITIES OF THE CONTRACTOR ............................................................................78 9. RIGHTS IN DATA ..............................................................................................................................78 10. ACCEPTANCE TESTING ..............................................................................................................78 11. WARRANTY .....................................................................................................................................78 12. MANAGEMENT AND OPERATIONS PRICING ........................................................................78 13. TRAINING .........................................................................................................................................79 14. MONTHLY REPORTS ....................................................................................................................79 TERMS AND CONDITIONS APPLICABLE TO SIN 132-52 - Managed Hosting Services .........807 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB (This Page Intentionally Left Blank) DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 1 CGI Federal Inc. IT Schedule 70 Schedule Pricelist CUSTOMER INFORMATION 1. AWARDED SPECIAL ITEM NUMBERS SIN Recovery SIN Description 132-32 132-32RC Term Software License 132-34 132-34RC Maintenance of Software as a Service 132-40 132-40RC Cloud Computing Services 132-51 132-51RC Information Technology Professional Services 132-52 132-52RC Electronic Commerce and Subscription Services 132-56 132-56RC Health Information Technology Services 70-500 N/A Order Level Materials (OLM) 2. MAXIUMUM ORDER a. The maximum order value for the following Special Item Numbers (SINs) is $500,000: Special Item Number 132-32 - Term Software Licenses Special Item Number 132-34 – Maintenance of Software Special Item Number 132-40 – Cloud Computing Services Special Item Number 132-51 - Information Technology (IT) Professional Services Special Item Number 132-52 – Electronic Commerce (EC) Services Special Item Number 132-56 – Health Information Technology Services 3. MINIMUM ORDER: $100.00 4. GEOGRAPHIC COVERAGE (DELIVERY AREA): DOMESTIC AND OVERSEAS 5. POINT(S) OF PRODUCTION (CITY, COUNTY, AND STATE OR FOREIGN COUNTRY): SAME AS COMPANY ADDRESS 6. DISCOUNT FROM LIST PRICES OR STATEMENT OF NET PRICE: GOVERNMENT NET PRICES (DISCOUNTS ALREADY DEDUCTED). 7. QUANTITY DISCOUNTS: NONE 8. PROMPT PAYMENT TERMS: NET 30 DAYS 9. NOTIFICATION THAT GOVERNMENT PURCHASE CARDS ARE ACCEPTED AT OR BELOW THE MICRO-PURCHASE THRESHOLD: YES DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 2 CGI Federal Inc. IT Schedule 70 Schedule Pricelist 10. FOREIGN ITEMS (LIST ITEMS BY COUNTRY OF ORIGIN): NONE 11. TIME OF DELIVERY. The contractor shall deliver to destination within the number of calendar days after receipt of order (ARO), as set forth below: SPECIAL ITEM NUMBER DELIVERY TIME (DAYS ARO) SIN 132-32 30 days (or as awarded in the order) SIN 132-34 As awarded in the order SIN 132-40 As awarded in the order SIN 132-51 Date of award to completion SIN 132-52 As awarded in the order SIN 132-56 Date of award to completion SIN 70-500 As awarded in the order Urgent Requirements. The Contractor will note in its price list the “Urgent Requirements” clause of its contract and advise agencies that they can also contact the Contractor’s representative to effect a faster delivery. 12. F.O.B. POINT(S): DESTINATION 13. A. ORDERING ADDRESSES: For orders by facsimile transmission: For Orders by Facsimile Transmission For Mailed Orders Internet Address CGI Federal Inc. (703) 227.7477 To verify transmission: (703) 227.6000 CGI Federal Inc. 12601 Fair Lakes Circle Fairfax, VA 22033-4902 gsait70@cgifederal.com http://www.cgifederal.com (Internet) 13. B. ORDERING PROCEDURES FOR FEDERAL SUPPLY SCHEDULE CONTRACTS Ordering activities shall use the ordering procedures of Federal Acquisition Regulation (FAR) 8.405 when placing an order or establishing a BPA for supplies or services. These procedures apply to all schedules. a. FAR 8.405-1 Ordering procedures for supplies, and services not requiring a statement of work. b. FAR 8.405-2 Ordering procedures for services requiring a statement of work. c. FAR 8.405-3 Ordering procedures for supplies and services on Blanket Purchase Agreements (BPA’s) 14. PAYMENT ADDRESSES: Via Mail Via Federal Express Via Wire/ACH CGI Federal Inc. P.O. Box 404922 Atlanta, GA 30384-4922 Bank of America Lockbox Service Lockbox 404922 6000 Feldwood Road College Park, GA 30349 See invoice 15. WARRANTY PROVISION: CONTRACTOR’S STANDARD COMMERCIAL WARRANTY DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 3 CGI Federal Inc. IT Schedule 70 Schedule Pricelist 16. EXPORT PACKING CHARGES, IF APPLICABLE. 17. TERMS AND CONDITIONS OF GOVERNMENT PURCHASE CARD ACCEPTANCE (ANY THRESHOLDS ABOVE THE MICRO-PURCHASE LEVEL): CONTACT CONTRACTOR 18. TERMS AND CONDITIONS OF RENTAL, MAINTENANCE, AND REPAIR (IF APPLICABLE): N/A 19. TERMS AND CONDITIONS OF INSTALLATION (IF APPLICABLE): N/A 20. TERMS AND CONDITIONS OF REPAIR PARTS INDICATING DATE OF PARTS PRICE LISTS AND ANY DISCOUNTS FROM LIST PRICES (IF APPLICABLE): N/A 21. A. TERMS AND CONDITIONS FOR ANY OTHER SERVICES (IF APPLICABLE). 22. LIST OF SERVICE AND DISTRIBUTION POINTS (IF APPLICABLE). 23. LIST OF PARTICIPATING DEALERS (IF APPLICABLE). 24. PREVENTIVE MAINTENANCE (IF APPLICABLE). 25. IF APPLICABLE, INDICATE THAT SECTION 508 COMPLIANCE INFORMATION IS AVAILABLE ON ELECTRONIC AND INFORMATION TECHNOLOGY (EIT) SUPPLIES AND SERVICES AND SHOW WHERE FULL DETAILS CAN BE FOUND (E.G. CONTRACTOR’S WEBSITE OR OTHER LOCATION.) THE EIT STANDARDS CAN BE FOUND AT: WWW.SECTION508.GOV/. 26. DATA UNIVERSAL NUMBER SYSTEM (DUNS) NUMBER: 145969783 27. NOTIFICATION REGARDING REGISTRATION IN CENTRAL CONTRACTOR REGISTRATION (CCR) DATABASE: REGISTERED DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 4 CGI Federal Inc. IT Schedule 70 Schedule Pricelist TERMS AND CONDITIONS APPLICABLE TO TERM SOFTWARE LICENSES (SPECIAL ITEM NUMBER 132-32) AND MAINTENANCE AS A SERVICE (SPECIAL ITEM NUMBER 132-34) OF GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY SOFTWARE 1. INSPECTION/ACCEPTANCE The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming software at no increase in contract price. The ordering activity must exercise its post acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the software, unless the change is due to the defect in the software. 2. ENTERPRISE USER LICENSE AGREEMENTS REQUIREMENTS (EULA) The Contractor shall provide all Enterprise User License Agreements in an editable Microsoft Office (Word) format. 3. GUARANTEE/WARRANTY CGI Federal personnel, who have been trained in the support of the embedded third party software, will provide warranty support to the client. Momentum® Suite of Products (Except Momentum Performance Budgeting – Budget Book Publishing Option) Regardless of the date of acceptance of the software, for a period of one (1) year from the date of software installation of the initial license (the Initial Maintenance Period), CGI Federal will correct errors or malfunctions, of which the Client notifies it in writing, in the licensed programs at no charge. Maintenance does not include services to ensure that the software operates correctly for any versions of the operating system, supporting system utilities, DBMS, or other third-party software products other than those for which the CGI Federal proprietary software was initially delivered, or subsequently certified. If the Government notifies CGI Federal of an error or malfunction which, after investigation by CGI Federal, is determined to have been caused by 1) machine malfunction; 2) modification not made by CGI Federal; 3) the malfunctioning or non-interoperability of any third-party software used in conjunction with the CGI Federal proprietary software; or 4) incorrect data or procedures issued by the Government's personnel, then the Government shall reimburse CGI Federal at prevailing rates for technical support services for all costs incurred by CGI Federal in investigating such error or malfunction. Momentum Performance Budgeting – Budget Book Publishing Option The warranty period for this software is a period of six (6) months beginning on the date CGI Federal has successfully completed CGI Federal’s standard installation test following delivery of the software to the client. At the expiration of the Warranty Period, Client may buy maintenance services for the software for subsequent twelve 12 month periods in which CGI Federal is offering maintenance services per the maintenance terms and conditions. CGI Federal warrants that, during the Warranty Period specified above, performance of the Software will not deviate materially from its Documentation. A material deviation of the Software from its Documentation is referred to as an “Error.” If Client believes there has been a breach of this warranty and so notifies CGI Federal in writing within the Warranty Period, then CGI Federal will promptly investigate the matter. If CGI Federal determines upon investigation that there has been a breach of this warranty, then CGI Federal’s sole obligation, and Client’s exclusive remedy, will be for CGI Federal to correct or DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 5 CGI Federal Inc. IT Schedule 70 Schedule Pricelist modify the Software to make it perform as warranted. CGI Federal may, at its option, investigate and correct suspected Errors at CGI Federal’s offices to the extent possible. If Client requires CGI Federal to travel to Client’s place of business, Client will reimburse CGI Federal for the reasonable travel time and the reasonable travel and other out-of-pocket expenses of CGI Federal’s personnel. If CGI Federal determines that a suspected Error is attributable to a cause other than an Error in the Software or that the Software module containing the Error has been modified by non-CGI Federal personnel, then CGI Federal will be entitled to payment for its investigation and correction efforts on a time-and-materials basis. If CGI Federal is unable to correct a breach of this warranty after repeated efforts, Client will be entitled to recover Client’s actual money damages subject to the limitations set forth in the Utilization Limitations. CGI Federal warrants that the Software and Documentation do not, to CGI Federal’s knowledge, infringe any third party copyrights, patents or trade secrets that exist on the date the software was purchased and that arise or are enforceable under the laws of the United States of America. If a third party brings an action against Client that constitutes a breach of this warranty, then CGI Federal will, at its own expense, settle the claim or defend Client in such proceeding and CGI Federal will pay all settlements, costs, damages and legal fees and expenses finally awarded provided that Client promptly notifies CGI Federal in writing of the proceeding, provides CGI Federal a copy of all information received by Client with respect to the proceeding, cooperates with CGI Federal in defending or settling the proceeding, and allows CGI Federal to control the defense and settlement of the proceeding, including the selection of attorneys. Client may participate in the proceeding at its own expense. If such a proceeding is brought or appears to CGI Federal to be likely to be brought, CGI Federal may, at its sole option and expense, either obtain the right for Client to continue using the allegedly infringing item(s) or replace or modify the item(s) to resolve such proceeding. If CGI Federal finds that neither of these alternatives is available to it on commercially reasonable terms, CGI Federal may require Client to return the allegedly infringing item(s), in which case Client will receive a refund of the amounts paid by it for the returned item(s), depreciated on a straight- line basis over a five (5) year period commencing on the date the allegedly infringing item(s) were delivered to Client by CGI Federal. This section states CGI Federal’s entire obligation to Client and Client’s sole remedy with respect to any claim of infringement. CGI Federal is not responsible for any claimed breaches of the foregoing warranties caused by: (i) modifications made to the Software or Documentation by anyone other than CGI Federal and its subcontractors working at CGI Federal’s direction; or (ii) the combination, operation or use of the Software or Documentation with any items that CGI Federal did not supply to Client; or (iii) Client’s failure to use any new or corrected versions of the Software or Documentation made available by CGI Federal; or (iv) CGI Federal’s adherence to Client’s specifications or instructions. CGI Federal does not warrant that the Software will be error-free or that its operation will be uninterrupted. Client acknowledges that it alone is responsible for the results obtained from use of the Software, including without limitation the completeness, accuracy and content of such results. Client acknowledges further that it alone is responsible for independent verification and testing of any such results prior to using them in its business. a. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. If no implied warranties are given, an express warranty of at least 60 days must be given in accordance with FAR 12.404(b)(2) b. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 6 CGI Federal Inc. IT Schedule 70 Schedule Pricelist 4. TECHNICAL SERVICES The Contractor, without additional charge to the ordering activity, provides a technical support website for the purpose of providing user assistance and guidance in the implementation of the software. The address for the Momentum technical support website is http://momentum.cgifederal.com/ 5. SOFTWARE MAINTENANCE Momentum® Suite of Products (Except Momentum Performance Budgeting – Budget Book Publishing Option) The following maintenance terms and conditions apply to the Momentum Suite of Products and all third party products embedded or bundled with the CGI Federal software products identified above. Maintenance for these embedded third party products only applies if these software products are purchased. CGI Federal personnel, who have been trained in the support of the embedded third party software, will provide maintenance support to the client. a. Regardless of the date of acceptance of the software, for a period of one (1) year from the date of software installation of the initial license (the Initial Maintenance Period), CGI Federal will correct errors or malfunctions, of which the Client notifies it in writing, in the licensed programs at no charge. CGI Federal will determine the schedule for which these errors will be corrected. Maintenance does not include services to ensure that the software operates correctly for any versions of the operating system, supporting system utilities, DBMS, or other third-party software products other than those for which the CGI Federal proprietary software was initially delivered, or subsequently certified. If the Government notifies CGI Federal of an error or malfunction which, after investigation by CGI Federal, is determined to have been caused by 1) machine malfunction; 2) enhancement not made by CGI Federal; the malfunctioning or non-interoperability of any non- embedded third-party software used in conjunction with the CGI Federal proprietary software; or 4) incorrect data or procedures issued by the Government's personnel, then the Government shall reimburse CGI Federal at prevailing rates for technical support services for all costs incurred by CGI Federal in investigating such error or malfunction. b. After the Initial Maintenance Period, if the Client elects to purchase software maintenance at the fee specified, CGI Federal will continue to provide coverage as stated above. Within thirty (30) days of receipt of written notice, CGI Federal will provide the client with a plan for correcting any error or malfunction in the licensed software programs. The plan may include providing an immediate software fix to the client; providing a fix to the problem using a scheduled future release or sub-release of the CGI Federal proprietary software; or other appropriate fix. The nature of the fix, and the timeframe for providing the software fix, will depend on the nature and severity of the software problem identified by the client. Failure to comply as stated above will result in deduction of maintenance charges on the basis of 1/30th of the monthly maintenance rate for each day the software is inoperative (i.e., the software cannot be used for the purpose intended, and no work- around exists), computed from the initial date of problem notification; deduction for an inoperative period consisting of partial days will be prorated. CGI Federal shall, without additional charges, keep the baseline proprietary software in good operating condition and shall bear all costs related thereto. CGI Federal is the sole determiner of what enhancements to make to the licensed software for a new release. During the term of this license, the Client will be advised of enhancements that CGI Federal elects to incorporate into the licensed program. The client may accept or reject the new release of the licensed programs at the time the enhancement is offered to the Client. The installation of the software release will be the responsibility DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 7 CGI Federal Inc. IT Schedule 70 Schedule Pricelist of the Client. If such release is accepted by the Client, the new release shall become part of the licensed program. Baseline CGI Federal and embedded third party software maintenance will normally be accomplished by sending a tape or disk with the correction(s), update(s) or enhancements(s) that have been made, along with accompanying instructions for their implementation, to the client. Should it become necessary to replace a tape, disk, etc., due to damage, defective equipment, etc., there will be no charge for said replacement, except for media and delivery costs. If implementation of the new baseline CGI Federal or embedded third party software requires CGI Federal personnel to be in attendance at the installation, CGI Federal shall comply. However, this installation support does not include the re- integration into the new baseline software of any custom application changes or enhancements previously made to the client’s then-current version of the CGI Federal proprietary or embedded third party software. This restriction also applies to custom interfaces to the client’s version of the CGI Federal proprietary or embedded third party software, and any other custom software extensions to the CGI Federal or embedded third party product. c. After the Initial Maintenance Period the Client will not be entitled to receive enhancements to licensed programs unless the Client purchases maintenance. In addition to the support described above the Client will also receive product updates and upgrades of the embedded third party software identified above for a period of one year following installation. The Client may continue to receive updates beyond this one year period upon purchase of software maintenance. Regardless of the frequency, timing or content of the upgrades which are released by the third party vendors, CGI Federal will be the sole determiner of which upgrades will be embedded, and how often these upgrades will be embedded in CGI Federal’s software products. Momentum Performance Budgeting – Budget Book Publishing Option At the expiration of the Warranty Period stated in this Agreement, Client may buy maintenance services for the Software for subsequent twelve (12) month periods in which CGI Federal is offering maintenance services (a “Maintenance Period”), at CGI Federal’s then current prices. Client may obtain such services only if (i) Client has paid the maintenance fee for all prior Maintenance Periods; and (ii) Client incorporates into the Software within one hundred eighty (180) days of the issue date all releases and corrections to the Software that CGI Federal has made available to Client. The maintenance services referred to in section above are the following: (i) CGI Federal will consult with Client for a reasonable amount of time by telephone during CGI Federal’s normal business hours to assist Client in the use of the Software; (ii) CGI Federal will supply computer program code to correct any Errors (as defined in the Warranty section of this Agreement) in the Software; and (iii) CGI Federal will provide Client with all enhancements to the Software which CGI Federal develops and generally makes available at no charge to other licensees of the Software (“Enhancements”). CGI Federal may, at its option, investigate and correct suspected Errors at CGI Federal’s offices to the extent possible. If CGI Federal’s personnel travel to Client’s place of business at Client’s request to perform maintenance services, Client will pay CGI Federal for the travel time and the reasonable travel and other out-of-pocket expenses of CGI Federal’s personnel. If CGI Federal determines that a suspected Error is attributable to a cause other than the Software as delivered by CGI Federal, then Client will pay for CGI Federal’s work on a time-and-materials basis. If the Software module containing the Error has been modified by non-CGI Federal personnel, CGI Federal will charge Client on a time-and-materials basis at CGI Federal’s then-current hourly rates for analyzing and fixing the Error in Client’s version, and for any installation assistance Client requires. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 8 CGI Federal Inc. IT Schedule 70 Schedule Pricelist All Enhancements and corrections to the Software and Documentation provided by CGI Federal will become a part of the Software and Documentation for the purpose of the purchase at the time they are provided to Client and are hereby licensed to Client as part of the Software and Documentation pursuant to the terms and conditions for any installation assistance Client requires. CGI Federal offers both Software Maintenance as a Service and Software Maintenance as a Product, depending on the ordering activity’s requirements. a. Software maintenance as it is defined: (select software maintenance type): 1. Software Maintenance as a Product (SIN 132-32 or SIN 132-33) Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that is included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and FAQs (Frequently Asked Questions), hosted chat rooms, and limited telephone, email and/or web-based general technical support for user’s self-diagnostics. Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance as a service. Software Maintenance as a product is billed at the time of purchase. 2. Software Maintenance as a Service (SIN 132-34) Software maintenance as a service creates, designs, implements, and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software. Software maintenance as a service includes person-to- person communications regardless of the medium used to communicate: telephone support, on- line technical support, customized support, and/or technical expertise which are charged commercially. Software maintenance as a service is billed arrears in accordance with 31 U.S.C. 3324. Software maintenance as a service is billed in arrears in accordance with 31 U.S.C. 3324. b. Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE. 6. PERIODS OF TERM LICENSES (SIN 132-32) AND MAINTENANCE (SIN 132-34) a. The Contractor shall honor orders for periods for the duration of the contract period or a lessor period of time. b. Term licenses and/or maintenance may be discontinued by the ordering activity on thirty (30) calendar days written notice to the Contractor. c. Annual Funding. When annually appropriated funds are cited on an order for term licenses and/or maintenance, the period of the term licenses and/or maintenance shall automatically expire on September 30 of the contract period, or at the end of the contract period, whichever occurs first. Renewal of the term licenses and/or maintenance orders citing the new appropriation shall be required, if the term licenses and/or maintenance is to be continued during DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 9 CGI Federal Inc. IT Schedule 70 Schedule Pricelist any remainder of the contract period. d. Cross-Year Funding Within Contract Period. Where an ordering activity’s specific appropriation authority provides for funds in excess of a 12 month (fiscal year) period, the ordering activity may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years. e. Ordering activities should notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order, if the term licenses and/or maintenance is to be terminated at that time. Orders for the continuation of term licenses and/or maintenance will be required if the term licenses and/or maintenance is to be continued during the subsequent period. 7. CONVERSION FROM TERM LICENSE TO PERPETUAL LICENSE a. The ordering activity may convert term licenses to perpetual licenses for any or all software at any time following acceptance of software. At the request of the ordering activity the Contractor shall furnish, within ten (l0) calendar days, for each software product that is contemplated for conversion, the total amount of conversion credits which have accrued while the software was on a term license and the date of the last update or enhancement. b. Conversion credits which are provided shall, within the limits specified, continue to accrue from one contract period to the next, provided the software remains on a term license within the ordering activity. c. The term license for each software product shall be discontinued on the day immediately preceding the effective date of conversion from a term license to a perpetual license. d. The price the ordering activity shall pay will be the perpetual license price that prevailed at the time such software was initially ordered under a term license, or the perpetual license price prevailing at the time of conversion from a term license to a perpetual license, whichever is the less, minus an amount equal to % of all term license payments during the period that the software was under a term license within the ordering activity. 8. TERM LICENSE CESSATION a. After a software product has been on a continuous term license for a period of * months, a fully paid-up, non-exclusive, perpetual license for the software product shall automatically accrue to the ordering activity. The period of continuous term license for automatic accrual of a fully paid-up perpetual license does not have to be achieved during a particular fiscal year; it is a written Contractor commitment which continues to be available for software that is initially ordered under this contract, until a fully paid-up perpetual license accrues to the ordering activity. However, should the term license of the software be discontinued before the specified period of the continuous term license has been satisfied, the perpetual license accrual shall be forfeited. **Each separately priced software product shall be individually enumerated, if different accrual periods apply for the purpose of perpetual license attainment.** b.The Contractor agrees to provide updates and maintenance service for the software after a perpetual license has accrued, at the prices and terms of Special Item Number l32-34, if the licensee elects to order such services. Title to the software shall remain with the Contractor. 9. UTILIZATION LIMITATIONS - (SIN 132-32, SIN 132-33, AND SIN 132-34) a. Software acquisition is limited to commercial computer software defined in FAR Part 2.101. b.When acquired by the ordering activity, commercial computer software and related documentation so legend shall be subject to the following: DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 10 CGI Federal Inc. IT Schedule 70 Schedule Pricelist (1) Title to and ownership of the software and documentation shall remain with the Contractor, unless otherwise specified. (2) Software licenses are by site and by ordering activity. An ordering activity is defined as a cabinet level or independent ordering activity. The software may be used by any subdivision of the ordering activity (service, bureau, division, command, etc.) that has access to the site the software is placed at, even if the subdivision did not participate in the acquisition of the software. Further, if specified at the time of the initial order, the software may be used on a sharing basis where multiple agencies have joint projects that can be satisfied by the use of the software placed at one ordering activity's site. This would allow other agencies access to one ordering activity's database. For ordering activity public domain databases, user agencies and third parties may use the computer program to enter, retrieve, analyze and present data. The user ordering activity will take appropriate action by instruction, agreement, or otherwise, to protect the Contractor's proprietary property with any third parties that are permitted access to the computer programs and documentation in connection with the user ordering activity's permitted use of the computer programs and documentation. For purposes of this section, all such permitted third parties shall be deemed agents of the user ordering activity. (3) Except as is provided in paragraph 8.b(2) above, the ordering activity shall not provide or otherwise make available the software or documentation, or any portion thereof, in any form, to any third party without the prior written approval of the Contractor. Third parties do not include prime Contractors, subcontractors and agents of the ordering activity who have the ordering activity's permission to use the licensed software and documentation at the facility, and who have agreed to use the licensed software and documentation only in accordance with these restrictions. This provision does not limit the right of the ordering activity to use software, documentation, or information therein, which the ordering activity may already have or obtains without restrictions. (4) The ordering activity shall have the right to use the computer software and documentation with the computer for which it is acquired at any other facility to which that computer may be transferred, or in cases of Disaster Recovery, the ordering activity has the right to transfer the software to another site if the ordering activity site for which it is acquired is deemed to be unsafe for ordering activity personnel; to use the computer software and documentation with a backup computer when the primary computer is inoperative; to copy computer programs for safekeeping (archives) or backup purposes; to transfer a copy of the software to another site for purposes of benchmarking new hardware and/or software; and to modify the software and documentation or combine it with other software, provided that the unmodified portions shall remain subject to these restrictions. (5) "Commercial Computer Software" may be marked with the Contractor's standard commercial restricted rights legend, but the schedule contract and schedule pricelist, including this clause, "Utilization Limitations" are the only governing terms and conditions, and shall take precedence and supersede any different or additional terms and conditions included in the standard DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 11 CGI Federal Inc. IT Schedule 70 Schedule Pricelist commercial legend. 10. SOFTWARE CONVERSIONS - (SIN 132-32 AND SIN 132-33) Full monetary credit (excluding embedded third party fees) will be allowed to the ordering activity when conversion from one version of the software to another is made as the result of a change in operating system, or from one computer system to another. Under a perpetual license (132-33), the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version. Under a term license (132-32), conversion credits which accrued while the earlier version was under a term license shall carry forward and remain available as conversion credits which may be applied towards the perpetual license price of the new version. 11. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY The Contractor shall include, in the schedule pricelist, a complete description of each software product and a list of equipment on which the software can be used. Also, included shall be a brief, introductory explanation of the modules and documentation which are offered. 12. RIGHT-TO-COPY PRICING The Contractor shall insert the discounted pricing for right-to-copy licenses. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 12 CGI Federal Inc. IT Schedule 70 Schedule Pricelist SOFTWARE DESCRIPTION AND PRICE LIST FOR TERM SOFTWARE LICENSES AND MAINTENANCE OF SOFTWARE (SPECIAL ITEM NUMBERS 132-32 AND 132-34) FEDERAL FINANCIAL SYSTEM® (FFS®) CGI Federal no longer accepts orders for FFS. The following Product Direction Statement provides additional information for existing FFS customers. Federal Financial System (FFS) Product Direction Statement This statement defines CGI Federal’s strategy to continue providing product solutions for federal financial management. Federal Financial System (FFS) Release 5.6.2 was the last major baseline release under the current architecture. Beyond this release, sub-releases may be issued to resolve material issues. CGI Federal will be solely responsible for classifying an issue as “material”. In addition, selective enhancements will be made on a “one-time basis” to meet new regulatory-based requirements. FFS customers have the option to task CGI Federal to design, develop, test, and maintain any additional desired enhancements to FFS (not covered above) through a task order under SIN 132-51 IT Professional Services. Momentum Financials, also offered as Momentum Financial Plus, is the next major release beyond FFS 5.6.2 Maintenance-paying customers on baseline versions of FFS have the option of transferring those licenses to Momentum Financials licenses. The license provided in this circumstance is an “equivalent license” based on the subsystem(s) in use and the number of FFS users per subsystem. In addition, current users of CGI Federal’s FFS are entitled to significant discounts on additional user license fees and other Momentum subsystems. Contact CGI Federal for details on the definition of “equivalent license”, prices, and ordering procedures for the transition from FFS to Momentum. Required third-party software for Momentum Financials Plus will require an incremental license migration fee. FFS customers can contact CGI Federal to determine the migration fee for their organization. Additional required hardware is not included in the software license. Conversion, training, and other CGI Federal implementation services will be available through a task order under SIN 132-51 IT Professional Services. Automated data conversion tools from FFS to Momentum Financials will be included with the license transfer. Clients who choose to migrate from FFS to Momentum Financials will not receive an additional warranty (i.e., the warranty is not re-earned). Clients who migrate to Momentum Financials will begin paying the new maintenance fees beginning in the month following the order to migrate to Momentum Financials. Any client paying maintenance on FFS will be entitled to standard support, access to FFS 5.6.2.1 sub- releases, and the upgrade path to Momentum Financials described above. SIN 132-34 – ERP Federal Financial Software Maintenance Manufacturer Part Number Product Description Price FFS-BS-VSAM-0100 FFS Basic System-VSAM/ CICS $6,050.70 FFS-BS-ADABAS-0100 FFS Basic System - ADABAS/CICS $6,023.61 FFS-BS-DB2-0100 FFS Basic System - DB2/CICS $7,097.55 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 13 CGI Federal Inc. IT Schedule 70 Schedule Pricelist SIN 132-34 – ERP Federal Financial Software Maintenance FFS-BS-UNIX-0100 FFS Basic System – UNIX $5,349.33 FFS-PUR-0000-0100 FFS Purchasing $1,570.25 FFS-COST-0000-0100 FFS Cost Allocation $628.11 FFS-PCA-0000-0100 FFS Project Cost Accounting $837.46 FFS-PCI-0000-0100 PC Interface $523.42 FFS-INV-0000-0100 FFS Inventory $1,256.20 FFS-FA-0000-0100 FFS Fixed Assets $837.46 FFS-TRAV-0000-0100 FFS Travel $628.11 FFS-BUD-0000-0100 FFS Budget Preparation $628.11 Notes: 1. Effective March 1, 2003, CGI Federal is discontinuing the sales of FFS. See the Product Direction Statement above for information regarding current customers. 2. CGI Federal’s Migration Policy for existing FFS software holders is that Momentum financials is the next release of FFS. The FFS Upgrade to Momentum financials software products is as follows: Current users of CGI Federal’s FFS may acquire a 30 year Restricted Rights license for this item at no cost under the following circumstances: (1) the agency currently pays maintenance on the equivalent FFS subsystem, and (2) the agency provides CGI Federal with the number of users with access to the respective FFS subsystem. The license provided in this circumstance is an ‘equivalent license’ based on the subsystems in use and the number of FFS users per subsystem. In addition, current users of CGI Federal’s FFS are entitled to significant discounts on additional user licenses fees and other Momentum subsystems. Contact CGI Federal for details on the definition of ‘equivalent license’, prices and ordering procedures for the transition from FFS to Momentum. For example, if an agency uses FFS Project Cost Accounting and 120 users have access to the subsystem, the equivalent Momentum license is Momentum Project Cost Accounting User License 101-200 users. This is the ‘trade-in’ value of the agency’s FFS PCAS license. If an agency wants to acquire more than the indicated number of User licenses, CGI Federal will negotiate these on a client-by- client basis. 3. Under CGI Federal’s migration policy, existing FFS software holders who select Momentum Financials Plus will be charged the price differential between Momentum Financial and Momentum Financials Plus licenses for “equivalent license”. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 14 CGI Federal Inc. IT Schedule 70 Schedule Pricelist COMPUTER AIDED COLLECTIONS SYSTEM FOR GOVERNMENT (CACS-G) CACS-G improves collection effectiveness, collector productivity, and management control by providing automated support of collection activities. The system maintains complete, up-to-date case collection information on its database and communicates directly with the host accounting system without any flow of paper. Computer Aided Collections System for Government (CSCS-G) UOI SIN 132-32 Manufacturer Part Number / License Price SIN 132-34 Manufacturer Part Number - Price/MO <$100 Million CSG-001L $512,530.67 CSG-001M - $112,756.75/MO $101M to < $250M CSG-002L $666,289.87 CSG-002M - $146,583.77/MO $251M to < $500M CSG-003L $905,470.86 CSG-003M - $199,203.59/MO $501M to < $1B CSG-004L $1,178,820.55 CSG-004M - $259,340.52/MO $1.1B to < $2B CSG-005L $1,520,507.67 CSG-005M - $334,511.69/MO $2.1B to < $3B CSG-006L $1,708,435.58 CSG-006M - $375,855.83/MO $3.1B to < $5B CSG-007L $2,306,388.04 CSG-007M - $507,405.37/MO $5.1B to < $7.5B CSG-008L $2,562,653.37 CSG-008M - $563,783.74/MO $7.51B < $10B CSG-009L $3,075,184.05 CSG-009M - $676,540.49/MO > $10B Notes: 1. Additional 3rd party software products are required and will be identified in CGI Federal’s proposal. 2. License pricing is based on the dollar volume of accounts receivables managed by the software. If the amount of the customer’s receivables increases above the level at which the customer purchased the license, then the Customer must pay CGI Federal the incremental license price difference between the new level and current level. In order to monitor this requirement, the Customer must provide an annual report to CGI Federal that identifies the amount of receivables being processed by the software. 3. License fees will be negotiated on a case-by-case basis. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 15 CGI Federal Inc. IT Schedule 70 Schedule Pricelist MOMENTUM® SUITE OF PRODUCTS The Momentum suite provides solutions for effective management of federal organizations, ranging from programmatic offices to large agencies. The suite includes solutions for financial management, acquisitions management, asset management, and travel management capabilities. While severable, these solutions are fully integrated with each other and fully support integration into the agency’s enterprise. Delivery, Installation, and Training/Technical Services for the Momentum Suite The following installation, training, technical services, and manuals are provided with the purchase of each licensed Momentum Financials or Momentum Financials Plus software product: CGI Federal will deliver the software and will perform system installation on one (1) server and on one (1) user/client machine. For any web-based component, CGI Federal will establish access to the software through one (1) web server. In addition, CGI Federal will provide instructions for the installation of all other user/client machines and server(s). a. CGI Federal does not offer bundled services with the purchase of these software products. b. The Customer receives twelve (12) months of maintenance following the software installation as part of the initial software license fee. Maintenance services are available for subsequent periods at prevailing Schedule Price List rates, terms and conditions. c. CGI Federal will provide relevant user and operational documentation that CGI Federal produces as an electronic file on the CD with the Momentum software. This does not include any documentation for third party software products. d. Additional terms and conditions may exist for the third party products embedded within the Momentum solutions. e. Refer to the product sales guide for additional terms and conditions related to this software. Momentum® Financials and Momentum Financials Plus Software The Momentum Financials and Momentum Financials Plus products provide comprehensive federal financial management capabilities, including support for the core federal financial requirements as defined by the FSIO/OMB. The distinction between Momentum Financials and Momentum Financials Plus is that Momentum Financials Plus includes many of the infrastructure components required to operate the application. The following modules are included in Momentum Financials and Momentum Financials Plus: Momentum Budget Execution. This module monitors and controls all accounting related to the execution of an agency’s budget. This module includes the ability to establish spending limits and exercise funds control as appropriate; post to the general ledger to reflect budgetary events; and account for revenue and reimbursements. Momentum supports up to eight hierarchical levels of spending control, plus additional detailed spending control specifications called “limitations.” The module also provides the ability to reprogram budget authority, identify recoveries and adjustments, and withdraw funding at year-end. Momentum Purchasing. This module supports the full chain of spending transactions from pre- commitment through receipt. The ability to “back-reference” preceding transactions facilitates the carry-forward of accounting detail and enforces the liquidation of prior account balances as appropriate. This module includes extended descriptive information about each item and associates the related accounting information to the itemized goods or services. The Purchasing module invokes the spending control features of Budget Execution to prevent overspending the budget at any level. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 16 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Momentum Credit Card. Momentum’s Credit Card subsystem gives an agency the ability to manage and reconcile its credit card accounts and associated transactions. The subsystem allows users to record credit card information on purchasing transactions and credit card logs and to reconcile charges on their credit card statements to those transactions and logs. For charges that have not already been captured on a purchasing transaction or log, the user is able to enter the appropriate accounting classification codes directly for each charge or to dispute charges if necessary. Momentum Accounts Payable. This module records payable amounts resulting from liquidated obligations, scheduling payments according to the Prompt Pay Act. In addition, this subsystem provides all other payment-related transactions such as advances issued and liquidated, contract holdbacks (resulting in an expense but no disbursement), vendor credits and discounts applied, and recording of Prompt Pay Act interest paid and penalties applied. Momentum Automated Disbursements. This module supports the disbursing function for both Treasury disbursing agencies and agencies with delegated disbursing authority. It supports all Treasury-mandated disbursing methods, including check, EFT, and interagency transfers. Momentum Accounts Receivable. This module accounts for receivables and collections by an agency, and includes federal-specific functions such as write-off processing and SF-1081 processing. The module ages receivables and applies interest and penalties as appropriate. Bills, dunning notices and statements are issued periodically. In addition to receivables, this module accounts for revenue (including revenue from interagency agreements) and accounts for deposit accounts. Momentum General Ledger. Momentum provides an SGL-compliant account code structure with additional user-defined codes. Posting to the general ledger is accomplished automatically through the processing of transactions in the other Momentum modules. Momentum’s SGL-compliant account codes and posting rules are fully adaptable to an agency’s chart of accounts. The General Ledger module includes a cost allocation facility. Momentum External Reports. With this module, balances in reports are defined in a flexible, user- controlled facility that enables long term maintenance as reporting requirements evolve. Momentum GPRA/Work Counts. The GPRA module provides the ability to measure work performed by an agency. The amount of work performed is counted in the form of work counts or Performance Measurement Indicators (PMIs). In the GPRA module, both work counts and PMIs are collected in the same manner. They are accumulated internally, externally, or manually, based on criteria defined by an agency. The GPRA module also includes the GPRA Goals and GPRA Measures Maintenance tables. These tables are used within the Work count/PMI process to establish targets and are also utilized by the Cost Allocation subsystem. The many options in the Work count/PMI process are easily configurable and allow the user much flexibility. Momentum Planning. This module supports flexible, multi-level user-defined operating plans with plan versus actual tracking by month, quarter and year. Separate from the Budget Execution module, Planning provides an independent funds control capability that enables agencies to control spending against plans that are independent of the formal budget. Momentum Workflow. This module provides workflow capabilities including comprehensive rules- based routing, approvals, and event handling. The advanced workflow capabilities allow any activity to be tracked and pro-actively managed throughout the Momentum application suite. In addition to standard transaction routing, events can be triggered based on delays in transaction processing, rejection of approvals, and periods of inactivity against open items such as unpaid invoices or uncollected receivables. Upon purchase of CGI Federal’s Momentum Financials Plus software license, the client receives the following embedded products: DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 17 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Third Party Products. The following third party product licenses are provided with the Momentum Financials application: WebLogic, Standard Edition Tuxedo Jolt The following optional feature is available and provides related, supplemental functions required by some agencies. This feature requires a license for Momentum Financials or Momentum Financials Plus. Momentum Reports Portal. Provides a single report distribution and management portal to streamline reporting for Momentum users while enforcing stringent security permissions based on report content. Reports can be automatically published and displayed in an easy to use tree structure. Users can subscribe to reports of interest and can be notified via email when reports are available. The following additional modules are available and provide related, supplemental financial and/or administrative functions required by some agencies. Licensed users of these additional modules must also have a license for Momentum Financials or Momentum Financials Plus. Additionally, a license for these additional modules is required for any use of the module including but not limited to actions such as view, create, modify, process, add, change, and delete. Momentum Contract Management This module provides the ability to effectively manage the Federal procurement cycle, especially large contract buys. This module’s solicitation facilities provide procurement professionals with the ability to create announcements (e.g., pre-solicitation notices), post notices to FedBizOpps, generate vendor lists, create and amend solicitation documents (including standard federal forms, attachments and knowledge- based incorporation of FAR or agency-specific clauses/provisions). This module’s offer evaluation capabilities include features to compare vendor pricing offers, define best-value evaluation criteria with weighting and scoring, distribute evaluations to technical evaluation team members, receive input from evaluators on technical criteria, evaluate cost and technical factors, and make an award decision. The issuance of contract orders and awards is facilitated by the modules capabilities to create and modify order and award documents (including standard federal forms, attachments and knowledge-based incorporation of FAR or agency-specific clauses/provisions), verify buyer authority, process Federal Procurement Data System – Next Generation (FPDS-NG) reports, create announcements (e.g., award notices), and post award notices to FedBizOpps. In addition, the module allows procurement officials to perform vendor performance evaluations through features to define performance evaluation criteria with weighting and scoring, distribute evaluations to evaluation team members, and capture performance appraisals from evaluators. This module is fully integrated with the requisition, invoicing, and payment capabilities included in the Purchasing and Accounts Payable modules. Momentum Fixed Assets This module provides the ability to account for fixed assets and other controlled property. This Fixed Assets module includes the ability to record the acquisition, betterment, sale/disposition, transfer, and depreciation of fixed assets. This module also tracks the custodian(s) of each fixed asset or controlled property item. Momentum Project Cost Accounting This module accumulates the costs and revenue associated with projects. A project may be an internal project (for management information only) or it may be funded by an external agreement with the public or with another federal agency. This module accounts for advances received, for costs and overhead applied, and for revenue recognition and billing on a number of bases (cost basis, fixed price basis, etc.). DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 18 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Momentum Travel Accounting This module supports the tracking of and accounting for travel orders, advances, and vouchers related to local travel, TDY assignments, and permanent change of station. In addition, this module provides for travel-related payments to vendors and credit card companies as well as expense reimbursements for travelers. Momentum Budget Execution and Momentum Budget Execution Plus Software The Momentum Budget Execution and Momentum Budget Execution Plus products monitor and control all accounting related to the execution of an agency’s budget. This module includes the ability to establish spending limits and exercise funds control as appropriate; post to the general ledger to reflect budgetary events; and account for revenue and reimbursements. Momentum Budget Execution supports up to eight hierarchical levels of spending control, plus additional detailed spending control specifications called “limitations.” The module also provides the ability to reprogram budget authority, identify recoveries and adjustments, and withdraw funding at year-end. The distinction between Momentum Budget Execution and Momentum Budget Execution Plus is that Momentum Budget Execution Plus includes many of the infrastructure components required to operate the application. Upon purchase of CGI Federal’s Momentum Budget Execution Plus software license, the client receives the following embedded products: Third Party Products. The following third party product licenses are provided with the Momentum Budget Execution application: WebLogic, Standard Edition Tuxedo Jolt The following optional feature is available and provides related, supplemental functions required by some agencies. This feature requires a license for Momentum Budget Execution or Momentum Budget Execution Plus. Momentum Reports Portal. Provides a single report distribution and management portal to streamline reporting for Momentum users while enforcing stringent security permissions based on report content. Reports can be automatically published and displayed in an easy to use tree structure. Users can subscribe to reports of interest and can be notified via email when reports are available. Momentum Fee Management and Momentum Fee Management Plus Software The Momentum Fee Management and Momentum Fee Management Plus products support a wide range of capabilities associated with both accounts payable and accounts receivable. The distinction between Momentum Fee Management and Momentum Fee Management Plus is that Momentum Fee Management Plus includes many of the infrastructure components required to operate the application. The following modules are included in Momentum Fee Management and Momentum Fee Management Plus: Momentum Purchasing. This module supports the full chain of spending transactions from pre- commitment through receipt. The ability to “back-reference” preceding transactions facilitates the carry-forward of accounting detail and enforces the liquidation of prior account balances as appropriate. This module includes extended descriptive information about each item and associates DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 19 CGI Federal Inc. IT Schedule 70 Schedule Pricelist the related accounting information to the itemized goods or services. The Purchasing module invokes the spending control features of Budget Execution to prevent overspending the budget at any level. Momentum Credit Card. Momentum’s Credit Card subsystem gives an agency the ability to manage and reconcile its credit card accounts and associated transactions. The subsystem allows users to record credit card information on purchasing transactions and credit card logs and to reconcile charges on their credit card statements to those transactions and logs. For charges that have not already been captured on a purchasing transaction or log, the user is able to enter the appropriate accounting classification codes directly for each charge or to dispute charges if necessary. Momentum Accounts Payable. This module records payable amounts resulting from liquidated obligations, scheduling payments according to the Prompt Pay Act. In addition, this subsystem provides all other payment-related transactions such as advances issued and liquidated, contract holdbacks (resulting in an expense but no disbursement), vendor credits and discounts applied, and recording of Prompt Pay Act interest paid and penalties applied. Momentum Automated Disbursements. This module supports the disbursing function for both Treasury disbursing agencies and agencies with delegated disbursing authority. It supports all Treasury-mandated disbursing methods, including check, EFT, and interagency transfers. Momentum Accounts Receivable. This module accounts for receivables and collections by an agency, and includes federal-specific functions such as write-off processing and SF-1081 processing. The module ages receivables and applies interest and penalties as appropriate. Bills, dunning notices and statements are issued periodically. In addition to receivables, this module accounts for revenue (including revenue from interagency agreements) and accounts for deposit accounts.. Upon purchase of CGI Federal’s Momentum Fee Management Plus software license, the client receives the following embedded products: Third Party Products. The following third party product licenses are provided with the Momentum Fee Management application: WebLogic, Standard Edition Tuxedo Jolt The following optional feature is available and provides related, supplemental functions required by some agencies. This feature requires a license for Momentum Fee Management or Momentum Fee Management Plus. Momentum Reports Portal. Provides a single report distribution and management portal to streamline reporting for Momentum users while enforcing stringent security permissions based on report content. Reports can be automatically published and displayed in an easy to use tree structure. Users can subscribe to reports of interest and can be notified via email when reports are available. Momentum Identity Provider (IdP) and Momentum Identity Provider Plus Software The Momentum Identity Provider (IdP) and Momentum Identity Provider Plus products provide security authentication (user ID/password, X509 certificates, Kerberos tokens, etc.) for the Momentum Suite applications. Users logging into the Momentum application will log in via the Core-IdP, which will establish a secure session within the desired application. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 20 CGI Federal Inc. IT Schedule 70 Schedule Pricelist The distinction between Momentum Identity Provider (IdP) and Momentum Identity Provider Plus is that Momentum Identity Provider Plus includes many of the infrastructure components required to operate the application. Upon purchase of CGI Federal’s Momentum Identity Provider Plus software license, the client receives the following embedded products: Third Party Products. The following third party product licenses are provided with the Momentum Identity Provider (IdP) application: WebLogic, Standard Edition The following module provides agencies with enterprise application integration capabilities to tie Momentum into an agency’s applications and operate an effective e-Government enterprise: Momentum Enterprise Integration Frameworks This item consists of software that effectively integrates Momentum into the enterprise and creates an effective e-Government solution. The Enterprise Integration Frameworks provide an agency with the tools required to 1) integrate Momentum with the agency’s existing applications and 2) implement an effective B2B solution. The enterprise application integration components provide an out of the box solution for integrating Momentum with administrative applications offered by other vendors and tools for integrating with the agency’s custom applications. In addition, the B2B integration components provide an agency with the ability to utilize EDI, XML, and other avenues to carryout business with external organizations. The Momentum Enterprise Integration Framework provides a robust mechanism for integrating the Momentum suite with other applications – including legacy systems, programmatic systems, and modules from other COTS vendors. The framework provides adapters to the Momentum modules as well as most relational databases, flat files, and other COTS products. The Momentum Enterprise Integrations Frameworks license provides for integrations within Momentum systems and with Momentum systems and other applications only. Integrations between systems that are not part of Momentum are not allowed. A number of integrations are provided within the base Momentum suite solutions. These include integrations within the Momentum solutions as well as with critical Federal applications. For these integrations, a separate license for Momentum Enterprise Integration Frameworks is not needed. For a complete list of the Integrations supported within the base Momentum Financials or Acquisitions licenses, please see the current release documentation. Upon purchase of CGI Federal’s Momentum Enterprise Integration Framework software license, the client receives the following embedded products: Third Party Products. The following third party product licenses are provided with the Momentum Enterprise Integration Frameworks application: webMethods Integration Server webMethods Broker webMethods Glue Enterprise webMethods Trading Networks webMethods Modeler/Business Integrator webMethods Mainframe webMethods Workflow webMethods Adaptors (as specified by CGI Federal in the specific contract) DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 21 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Momentum Contracting Apps Momentum Contracting Apps is a suite of federal acquisition focused applications that can be used in conjunction with your existing contract writing system to extend and bolster your agencies procurement functions. Built specifically for the federal contracting environment Momentum Contracting Apps is uniquely positioned to meet your agency’s needs. Momentum Acquisitions and Momentum Acquisitions Plus Momentum Acquisitions and Momentum Acquisitions Plus are web-based, multi-user applications that support the procurement professional through all phases of the acquisition process, from planning through requisition, solicitation, award, contract management and close-out. Momentum Acquisitions Plus provides integrated reporting capabilities through the incorporation of embedded reporting tools. Momentum Acquisitions Plus can be implemented as an integrated module of Momentum Financials and Momentum Financials Plus. The distinction between Momentum Acquisitions and Momentum Acquisitions Plus is that Momentum Acquisitions Plus includes many of the infrastructure components required to operate the application. The following acquisition management system capabilities are included in Momentum Acquisitions Plus: Momentum Contract Management. This module provides the ability to effectively manage the Federal procurement cycle, especially large contract buys. This module’s solicitation facilities provide procurement professionals with the ability to create announcements (e.g., pre-solicitation notices), post notices to FedBizOpps, generate vendor lists, create and amend solicitation documents (including standard federal forms, attachments and knowledge-based incorporation of FAR or agency-specific clauses/provisions). This module’s offer evaluation capabilities include features to compare vendor pricing offers, define best-value evaluation criteria with weighting and scoring, distribute evaluations to technical evaluation team members, receive input from evaluators on technical criteria, evaluate cost and technical factors, and make an award decision. The issuance of contract orders and awards is facilitated by the modules capabilities to create and modify order and award documents (including standard federal forms, attachments and knowledge-based incorporation of FAR or agency-specific clauses/provisions), verify buyer authority, process Federal Procurement Data System – Next Generation (FPDS-NG) reports, create announcements (e.g., award notices), and post award notices to FedBizOpps. In addition, the module allows procurement officials to perform vendor performance evaluations through features to define performance evaluation criteria with weighting and scoring, distribute evaluations to evaluation team members, and capture performance appraisals from evaluators. This module is fully integrated with the requisition, invoicing, and payment capabilities included in the Purchasing and Accounts Payable modules. Momentum Planning. This module supports flexible, multi-level user-defined operating plans with plan versus actual tracking by month, quarter and year. Separate from the Budget Execution module, Planning provides an independent funds control capability that enables agencies to control spending against plans that are independent of the formal budget. Momentum Purchasing. This module supports the full chain of spending transactions from pre- commitment through receipt. The ability to “back-reference” preceding transactions facilitates the carry-forward of accounting detail and enforces the liquidation of prior account balances as appropriate. This module includes extended descriptive information about each item and associates the related accounting information to the itemized goods or services. Momentum Accounts Payable. This module records payable amounts resulting from liquidated obligations, scheduling payments according to the Prompt Pay Act. In addition, this subsystem provides all other payment-related transactions such as advances issued and liquidated, contract DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 22 CGI Federal Inc. IT Schedule 70 Schedule Pricelist holdbacks (resulting in an expense but no disbursement), vendor credits and discounts applied, and recording of Prompt Pay Act interest paid and penalties applied. Momentum Workflow. This module provides workflow capabilities including comprehensive rules- based routing, approvals, and event handling. The advanced workflow capabilities allow any activity to be tracked and pro-actively managed throughout the Momentum application suite. In addition to standard transaction routing, events can be triggered based on delays in transaction processing, rejection of approvals, and periods of inactivity against open items such as unpaid invoices or uncollected receivables. Special Note on Licensing for Clients with Momentum Financials Momentum Acquisitions is offered as a special bundling of the Momentum software modules to meet the needs of the procurement professionals. Momentum Acquisitions user licenses may be procured for anyone requiring acquisitions/procurement management capabilities without the full breadth of financial management capabilities. If a user holds a named user license for Momentum Financials, a license to the Momentum Contract Management module, as an add-on to Momentum Financials, may be procured rather than a Momentum Acquisitions user license. Upon purchase of CGI Federal’s Momentum Acquisitions Plus software license, the client receives the following third party embedded products: Third Party Products. The following third party product licenses are provided with the Momentum Acquisitions application: WebLogic, Standard Edition Tuxedo Jolt The following optional feature is available and provides related, supplemental functions required by some agencies. This feature requires a license for Momentum Acquisitions or Momentum Acquisitions Plus. Momentum Reports Portal. Provides a single report distribution and management portal to streamline reporting for Momentum users while enforcing stringent security permissions based on report content. Reports can be automatically published and displayed in an easy to use tree structure. Users can subscribe to reports of interest and can be notified via email when reports are available. Momentum Business Insights Momentum Business Insights provides comprehensive business intelligence and enterprise performance management capabilities across the agencies entire data set. The set of solutions utilizes Big Data platforms to provide engaging visualizations and discovery tools built for real time and predictive analytics using multiple data sets; or the solutions may be scaled to work on a single system. These solutions are configured for use with Momentum Financials, Momentum Acquisitions, and Momentum Performance Budgeting products to provide true out of the box, integrated capabilities. Upon purchase of CGI Federal’s Momentum Business Insights software license, the client receives the following third party embedded products: Third Party Products. The following third party product licenses are provided with the Momentum Business Insights application: Pentaho The following Momentum Enterprise Business Intelligence modules are available: Momentum Business Analytics DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 23 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Momentum Business Analytics provides comprehensive ad-hoc reporting and data analysis capabilities. This module, which has been integrated with the Momentum modules and databases, provide users with web access to the financial information necessary to support all levels of decision making. Users can develop queries with drill down capabilities and publish them for recurring and broad user community usage. Upon purchase of CGI Federal’s Momentum Business Analytics software license, the client receives the following third party embedded products: Third Party Products. The following third party product licenses are provided with the Momentum Business Dashboard application: Pentaho or Business Objects Momentum Business Analytics Lite Momentum Business Analytics Lite provides reporting and data analysis capabilities similar to that provided by Momentum Business Analytics. However, functionality is limited to the viewing, usage, and scheduling of queries developed within Momentum Business Analytics. While users may access and utilize any published queries for which they have appropriate authority, the users may not create new queries. Upon purchase of CGI Federal’s Momentum Business Analytics Lite software license, the client receives the following third party embedded products: Third Party Products. The following third party product licenses are provided with the Momentum Business Dashboard application: Pentaho or Business Objects Momentum Business Dashboard Momentum Business Dashboard provides visibility into and monitoring of your business activities across your organization via business metrics, alerting, dashboard management, and scorecarding analysis. The Momentum Business Dashboard, is a web-based portal application, includes key metrics common to all government agencies and provides the tools and templates to easily deploy and monitor additional agency specific metrics and alert targets. Upon purchase of CGI Federal’s Momentum Business Dashboard software license, the client receives the following third party embedded products: Third Party Products. The following third party product licenses are provided with the Momentum Business Dashboard application: Pentaho or Business Objects Momentum Business Monitor Momentum Business Monitor provides performance scorecarding and powerful analytics. Specifically, Momentum Business Monitor, a web-based portal application, assists organizations with measuring and monitoring business performance. Upon purchase of CGI Federal’s Momentum Business Monitor software license, the client receives the following third party embedded products: Third Party Products. The following third party product licenses are provided with the Momentum Business Monitor application: Pentaho or Business Objects DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 24 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Momentum Business Data Warehouse Momentum Business Data Warehouse provides a data warehouse designed to leverage the information maintained within the Momentum business applications. In addition to a powerful data model to support both management and external reporting capabilities, the solution provides the extraction, transformation, and load (ETL) tools necessary to efficiently and accurately migrate data from the business applications into the data warehouse. Upon purchase of CGI Federal’s Momentum Business Data Warehouse software license, the client receives the following third party embedded products: Third Party Products. The following third party product licenses are provided with the Momentum Business Data Warehouse application: Pentaho Data Integration Momentum Performance Budgeting and Momentum Performance Budgeting Plus Momentum Performance Budgeting and Momentum Performance Budgeting Plus products operate in web-based environments and perform the functions that support the budget preparation and management for the agency. The Performance Budgeting module provides the building blocks for agency preparation of all phases of the budget. Actual results from current and prior years can be used as the basis for out-year estimates, and final budgets can be used to establish initial values for the Budget Execution module of Momentum Financials. The distinction between Momentum Performance Budgeting and Momentum Performance Budgeting Plus is that Momentum Performance Budgeting Plus includes many of the infrastructure components required to operate the application. The following budget preparation and management capabilities are included in Momentum Performance Budgeting and Momentum Performance Budgeting Plus: Enables annual operating, working-capital, and multi-year capital budget preparation Provides salary and benefits forecasting Supports multiple budget roll-up perspectives and levels (i.e., by program, organization, etc.) Allows users to track historical budget information Includes user-defined flexible on-line budget forms Includes user-defined chart of account elements Supports “what if” analysis Includes standard reports Supports agency-defined performance-based budgeting consistent with GPRA Upon purchase of CGI Federal’s Momentum Performance Budgeting Plus software license, the client receives the following third party embedded products: Third Party Products. The following third party product licenses are provided with the Momentum Performance Budgeting application: WebLogic Advantage Edition The following additional modules are available and provide related, supplemental performance management and/or budgeting functions required by some agencies: Momentum Performance Budgeting—Budget Book Publishing Option DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 25 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Budget Book Publishing is an add-on component to Momentum Performance Budgeting to allow automated budget publication. The specific capabilities include the following: Rapid in-house budget document and exhibits publication One set of information sources to multiple outputs including print, web, CD Flexible formatting capability for tables, images, multi-column text, and pages Connects to various data sources and databases Upon purchase of CGI Federal’s Momentum Performance Budgeting – Budget Book Publishing Option software license, the client receives the following third party embedded products: Third Party Products. The following third party product licenses are provided with the Momentum Performance Budgeting – Budget Book Publishing Option: One (1) Pattern Stream software license for each license of Budget Book Publishing Momentum CCR Connector and Momentum CCR Connector Plus The Momentum Central Contractor Registration (CCR) Connector is a web-based, multi-user application that enables the customer to select appropriate CCR vendors and automatically integrate the vendors into designated agency application(s). The Momentum CCR Connector solution includes: A staging database for the bulk transfer of the initial vendor data (and any periodic vendor additions, removal/deletions or updates) from the CCR database into the customer’s environment. A web-based interface that will enable users to select vendors, which are appropriate for the customer, in order to automatically transfer, via a seamless integration process, the relevant data elements in parallel and populate the designated target agency applications. The following system capabilities are included in Momentum CCR Connector: Momentum CCR Staging Database—allows agencies to store and manage CCR records before they are uploaded into the specific agency applications. Momentum CCR Transformation Agent—enables agencies to load vendor data from CCR and specify which CCR vendors are to be transferred from the Momentum CCR Staging Database to the agency target applications. Momentum CCR Publishing Agent—enables agencies to transform a file containing CCR records that have been selected for use from the Momentum CCR Staging Database for publication to agency target applications. Momentum CCR Subscribing Agent—enables agencies to automatically update target agency applications with published CCR records. CGI Federal provides Subscribing Agents for each of the CGI Federal Product Suites (Momentum Financials, and Momentum Acquisitions). Momentum System Administration—provides supporting tools for the Momentum CCR Connector process (e.g., configuration of information security controls). The distinction between Momentum CCR Connector and Momentum CCR Connector Plus is that Momentum CCR Connector Plus includes WebLogic to support the application’s web-based architecture. Momentum CCR Connector and Momentum CCR Connector Plus are licensed in increments of two (2) CPUs for production usage. The minimum purchase level is two (2) CPUs. A predefined number of CPUs will be included for development, test, and continuity of operations environments. Upon purchase of CGI Federal’s Momentum CCR Connector Plus software license, the client receives the following third party embedded products: DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 26 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Third Party Products. The following third party product licenses are provided with the Momentum CCR Connector application: WebLogic Advantage Edition Momentum Timekeeping and Momentum Timekeeping Plus Momentum Timekeeping is a web-based, multi-user application that supports online collection and processing of employee time and attendance data. This includes such functions as creation, maintenance, submission, and approval of employee timesheets. Data collected through Momentum Timekeeping can be used as input for payroll processing, customer billing, managerial cost accounting, and for manpower and budget management functions. Momentum Timekeeping can be implemented as a seamless component of CGI Federal’s product suite. Alternatively, Momentum Timekeeping can be implemented as a web platform for the collection of time and attendance information that can interact directly with non-CGI Federal external systems to exchange business data and process interdependent transactions. The following system capabilities are included in Momentum Timekeeping: Timesheet Creation—allows for manual and automated methods for creating employee timesheets for the current or future pay periods. Timesheet Maintenance—supports day-to-day posting of employee time against agency defined work codes, as well as the recording of the clock hours worked. Timesheet Submission—supports the system validation and employee certification and submission of timesheets for approval by the employee’s supervisor. Timesheet Approval/Rejection—provides approvers with the option to approve an employee’s timesheet or reject the submitted timesheet and return it back to the submitting employee with comments. Timesheet Revision—allows an employee to revise an approved timesheet and re-submit it to their supervisor for approval. Employee Surrogate—allows for identified authorized users to create and maintain timesheets for other employees. System Administration—provides supporting tools for the Timekeeping process (e.g., configuration of information security controls). The distinction between Momentum Timekeeping and Momentum Timekeeping Plus is that Momentum Timekeeping Plus includes WebLogic to support the application’s web-based architecture. Momentum Timekeeping and Momentum Timekeeping Plus are licensed in increments of two (2) CPUs for production usage. The minimum purchase level is two (2) CPUs. A predefined number of CPUs will be included for development, test, and continuity of operations environments. Upon purchase of CGI Federal’s Momentum Timekeeping Plus software license, the client receives the following third party embedded products: Third Party Products. The following third party product licenses are provided with the Momentum Timekeeping application: WebLogic Advantage Edition Momentum Vendor Self Service and Momentum Vendor Self-Service Plus Momentum Vendor Self Service is a web-based, multi-user application that supports online interaction and business information exchange between a buying organization and the vendor community via a web DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 27 CGI Federal Inc. IT Schedule 70 Schedule Pricelist site. This includes such functions as solicitation posting, vendor solicitation responses, award and order posting, invoice submission, payment status posting, and vendor performance evaluation information exchange. Momentum Vendor Self Service can be implemented as a seamless component of CGI Federal’s product suite. Alternatively, with the purchase of Momentum Enterprise Integration Frameworks, Momentum Vendor Self Service can be implemented as a web platform for vendor interaction that can interact directly with non-CGI Federal external systems to exchange business data and process interdependent transactions. The following system capabilities are included in Momentum Vendor Self Service: Solicitation Posting—posts solicitations and solicitation amendments for vendor access. Vendor Solicitation Responses—enables vendors to enter responses to a solicitation (e.g., price and proposal information) and submit their responses to the buying organization. Award and Order Posting—posts award and order information, including modifications, to winning vendors. Invoice Submission—enables vendors to submit invoices to the buying organization. Payment Status Posting—presents payment status information to vendors. Vendor Performance Evaluation—enables the buying organization to post performance evaluation information for review by the vendor being evaluated. This capability also enables the vendor to submit self-evaluations of their performance to the buying organization. System Administration—provides supporting tools for the vendor self-service process (e.g., configuration of information security controls). The distinction between Momentum Vendor Self Service and Momentum Vendor Self Service Plus is that Momentum Vendor Self Service Plus includes BEA WebLogic to support the application’ s web- based architecture. Momentum Vendor Self Service and Momentum Vendor Self Service Plus are licensed in increments of two (2) CPUs for production usage. The minimum purchase level is two (2) CPUs. A predefined number of CPUs will be included for development, test, and continuity of operations environments. Upon purchase of CGI Federal’s Momentum Vendor Self Service Plus software license, the client receives the following third party embedded products: Third Party Products. The following third party product licenses are provided with the Momentum Vendor Self Service application: WebLogic Advantage Edition Momentum Financial Data Exchange (FDX) and Momentum Financial Data Exchange Plus The Momentum Financial Data Exchange (FDX) is an intelligent data exchange that understands the unique qualities of financial information in order to provide the correct data faster than a traditional data exchange. This module enables development of data APIs (Application Programming Interfaces) that can be used by external systems such as a Next Generation Desktop application or a mobile application. In general, APIs allow applications to provide integrated business functionality leveraging individual capabilities from different systems/modules. FDX provides Data APIs to read and write Momentum data. These Momentum Data APIs can be used to display or update Momentum data directly in or from agency mission systems or applications that support various business processes. The FDX application platform can be further leveraged for customized API development to read and write data from multiple agency backend systems, providing a single access point for agency data. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 28 CGI Federal Inc. IT Schedule 70 Schedule Pricelist FDX Data APIs are based on open web standards such as HTTP, REST, JSON and XML. This makes the API easy to use without any special purpose middleware or stack, and can be used for any type of integration scenarios, especially those that are user-interface driven such as Next Generation web applications including Java script frameworks and mobile applications. Momentum MAXIMO Asset Management The Momentum MAXIMO Asset Management, powered by IBM, provides comprehensive asset management capabilities. This solution, which has been integrated with Momentum Financials and Momentum Acquisitions, enables agencies to successfully manage production & operations equipment, facilities, IT, and transportation assets in alignment with their business objectives. This solution consists of six key modules which are provided as a single bundle: Asset Management—provides a comprehensive system with the controls to track and manage asset data throughout its life cycle. Work Management—supports both planned and unplanned maintenance activities, from initial work request and work order generation through completion and recording of actuals. Service Management—allows end-users to submit service requests, as well as track and update open service requests. Contract Management—provides comprehensive contract management functionality giving control over vendor contracts and supporting purchase, lease, rental, warranty, labor rate, master, blanket and user-defined contracts. Materials Management—tracks asset-related materials and their usage. All transactions involving materials are recorded, allowing for real-time knowledge of materials status. Procurement Management—supports all phases of enterprise-wide procurement, including direct purchase requirements and inventory replenishment. These capabilities inform buyers about requisition, quotation, vendor, purchase order and contract data, allowing them to plan proactively. Momentum MAXIMO Integration Adaptor contains the integration logic for the integration between Momentum Financials/Acquisitions and Momentum – MAXIMO Asset Management. This module is available only for those agencies that already own Momentum and MAXIMO licenses and want to integrate the products. This application is included with the purchase of Momentum – MAXIMO Asset Management. Upon purchase of CGI Federal’s Momentum MAXIMO Asset Management Solutions licenses, the client receives the following embedded products: Third Party Products. The following third party product licenses are provided with the Momentum MAXIMO Asset Management application (both for production and non-production usage): One (1) MAXIMO Asset Management user license for each named user license purchased of Momentum MAXIMO Asset Management. The following modules are available to complement Momentum - MAXIMO Asset Management. These three modules provide remote access to the asset management functionality through a wide variety of hand-held computing devises. Each of these modules are priced and purchased separately: Momentum MAXIMO Mobile Work Manager—provides technicians with mobile access to the full range of capabilities needed to work more productively. Momentum MAXIMO Mobile Inventory Manager—keeps a storeroom running smoothly to provide the right parts, for the right job at the right time. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 29 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Momentum MAXIMO Mobile Auditor—maintains accountability for critical assets and collects/enhances vital asset information. Momentum Integration Adaptor This module contains the logic for the integration between Momentum Financials/Acquisitions and other COTS vendor application. Integration adaptors for the following applications are available. Additional adaptors can be created upon request. Momentum Financials Approva Momentum Financials Grantium Momentum Financials Captiva Momentum Financials MAXIMO Asset Management Momentum Acquisitions MAXIMO Asset Management Momentum Acquisitions SAP Financials Momentum Performance Budgeting Oracle Financials DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 30 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Momentum Financials UOI SIN 132-32 License Price MOM-FIN-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-FIN-0000-0100M Notes Base $554,679 $9,672/MO 1,7,13,15,16 1-25 Users $120,799 $2,083/MO 1,2,4,14 26-50 Users $206,135 $3,551/MO 1,2,4,14 51-100 Users $351,315 $6,045/MO 1,2,4,14 101-200 Users $600,672 $10,302/MO 1,2,4,14 201-300 Users $814,564 $13,929/MO 1,2,4,14 301-400 Users $996,317 $17,002/MO 1,2,4,14 401-500 Users $1,153,688 $19,671/MO 1,2,4,14 501-600 Users $1,287,787 $21,913/MO 1,2,4,14 601-700 Users $1,404,153 $23,827/MO 1,2,4,14 701-800 Users $1,503,895 $25,465/MO 1,2,4,14 801-1000 Users $1,803,123 $30,502/MO 1,2,4,8,14 Limited Use - Per User MOM-FIN-LIM-0100L / $4,108 MOM-FIN-LIM-0100M / $69/MO 1,3,4, 15 Reports Portal - Per User MOM-FIN-BP-0100L / $60 MOM-FIN-BP-0100M / $1/MO 1,2,3,4,14 Subscription - Per User MOM-FIN-0000-0100S / $10,942 1,2 Momentum Financials Plus UOI SIN 132-32 License Price MOM-FINP-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-FINP-0000-0100M Notes Base $742,359 $12,373/MO 1,2,4,5,11,13,15,16,17 1-25 Users $161,569 $2,693/MO 1,2,4,11,14 26-50 Users $275,705 $4,595/MO 1,2,4,11,14 51-100 Users $469,884 $7,831/MO 1,2,4,11,14 101-200 Users $803,398 $13,390/MO 1,2,4,11,14 201-300 Users $1,089,479 $18,158/MO 1,2,4,11,14 301-400 Users $1,332,574 $22,210/MO 1,2,4,11,14 401-500 Users $1,543,058 $25,718/MO 1,2,4,11,14 501-600 Users $1,722,414 $28,707/MO 1,2,4,11,14 601-700 Users $1,878,054 $31,301/MO 1,2,4,11,14 701-800 Users $2,053,285 $34,222/MO 1,2,4,11,14 801-1000 Users $2,432,105 $40,535/MO 1,2,4,8,11,14 Limited Use - Per User MOM-FINP-LIM-0100L / $5,493 MOM-FINP-LIM-0100M / $92/MO 1,3,4, 15 Reports Portal - Per User MOM-FINP-BP-0100L / $77 MOM-FINP-BP-0100M / $1/MO 1,2,3,4,14 Subscription - Per User MOM-FINP-0000-0100S / $14,636 1,2 Momentum Budget Execution UOI SIN 132-32 License Price MOM-BUD-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-BUD-0000-0100M Notes Base $110,936 $1,934/MO 1,7,13,15,16,18 1-25 Users $24,160 $417/MO 1,2,4,14 26-50 Users $41,227 $710/MO 1,2,4,14 51-100 Users $70,263 $1,209/MO 1,2,4,14 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 31 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Momentum Budget Execution 101-200 Users $120,134 $2,060/MO 1,2,4,14 201-300 Users $162,913 $2,786/MO 1,2,4,14 301-400 Users $199,263 $3,400/MO 1,2,4,14 401-500 Users $230,738 $3,934/MO 1,2,4,14 501-600 Users $257,557 $4,383/MO 1,2,4,14 601-700 Users $280,831 $4,765/MO 1,2,4,14 701-800 Users $300,779 $5,093/MO 1,2,4,14 801-1000 Users $360,625 $6,100/MO 1,2,4,8,14 Reports Portal - Per User MOM-BUD-BP-0100L / $12 MOM-BUD-BP-0100M / $1/MO 1,2,3,4,14 Subscription - Per User MOM-BUD-0000-0100S / $2,188 1,2 Tenant Subscription - Per User MOM-BUD-0000-010ST / $984 1,2 Momentum Budget Execution Plus UOI SIN 132-32 License Price MOM-BUDP-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-BUDP-0000-0100M Notes Base $148,472 $2,475/MO 1,2,4,5,11,13,15,16,17,18 1-25 Users $32,314 $539/MO 1,2,4,11,14 26-50 Users $55,141 $919/MO 1,2,4,11,14 51-100 Users $93,977 $1,566/MO 1,2,4,11,14 101-200 Users $160,680 $2,678/MO 1,2,4,11,14 201-300 Users $217,896 $3,632/MO 1,2,4,11,14 301-400 Users $266,515 $4,442/MO 1,2,4,11,14 401-500 Users $308,612 $5,144/MO 1,2,4,11,14 501-600 Users $344,483 $5,741/MO 1,2,4,11,14 601-700 Users $375,611 $6,260/MO 1,2,4,11,14 701-800 Users $410,657 $6,844/MO 1,2,4,11,14 801-1000 Users $486,421 $8,107/MO 1,2,4,8,11,14 Reports Portal - Per User MOM-BUDP-BP-0100L / $15 MOM-BUDP-BP-0100M / $1/MO 1,2,3,4,14 Subscription - Per User MOM-BUDP-0000-0100S / $2,927 1,2 Momentum Fee Management UOI SIN 132-32 License Price MOM-FEE-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-FEE-0000-0100M Notes Base $277,340 $4,836/MO 1,7,13,15,16,18 1-25 Users $60,400 $1,042/MO 1,2,4,14 26-50 Users $103,067 $1,776MO 1,2,4,14 51-100 Users $175,658 $3,023/MO 1,2,4,14 101-200 Users $300,336 $5,151/MO 1,2,4,14 201-300 Users $407,282 $6,965/MO 1,2,4,14 301-400 Users $498,158 $8,501/MO 1,2,4,14 401-500 Users $576,844 $9,836/MO 1,2,4,14 501-600 Users $643,893 $10,957/MO 1,2,4,14 601-700 Users $702,076 $11,914/MO 1,2,4,14 701-800 Users $751,948 $12,733/MO 1,2,4,14 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 32 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Momentum Fee Management 801-1000 Users $901,561 $15,252/MO 1,2,4,8,14 Reports Portal - Per User MOM-FEE-BP-0100L / $30 MOM-FEE-BP-0100M / $1/MO 1,2,3,4,14 Subscription - Per User MOM-FEE-0000-0100S / $5,472 1,2 Momentum Fee Management Plus UOI SIN 132-32 License Price MOM-FEEP-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-FEEP-0000-0100M Notes Base $371,180 $6,186/MO 1,2,4,5,11,13,15,16,17,18 1-25 Users $80,784 $1,346/MO 1,2,4,11,14 26-50 Users $137,852 $2,297/MO 1,2,4,11,14 51-100 Users $234,942 $3,916/MO 1,2,4,11,14 101-200 Users $401,699 $6,695/MO 1,2,4,11,14 201-300 Users $544,739 $9,079/MO 1,2,4,11,14 301-400 Users $666,287 $11,105/MO 1,2,4,11,14 401-500 Users $771,529 $12,859/MO 1,2,4,11,14 501-600 Users $861,207 $14,354/MO 1,2,4,11,14 601-700 Users $939,027 $15,651/MO 1,2,4,11,14 701-800 Users $1,026,643 $17,110/MO 1,2,4,11,14 801-1000 Users $1,216,053 $20,268/MO 1,2,4,8,11,14 Reports Portal - Per User MOM-FEEP-BP-0100L / $38 MOM-FEEP-BP-0100M / $1/MO 1,2,3,4,14 Subscription - Per User MOM-FEEP-0000-0100S / $7,317 1,2 Momentum Contract Management UOI SIN 132-32 License Price MOM-FIN-CM-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-FIN-CM-0100M Notes Base $103,067 $1,808/MO 1,3,4,13,16,17 1-25 Users $23,273 $413/MO 1,2,4,14 26-50 Users $39,897 $700/MO 1,2,4,14 51-100 Users $68,712 $1,194/MO 1,2,4,14 101-200 Users $116,366 $2,035/MO 1,2,4,14 201-300 Users $157,372 $2,745/MO 1,2,4,14 301-400 Users $191,727 $3,355/MO 1,2,4,14 401-500 Users $221,650 $3,869/MO 1,2,4,14 501-600 Users $246,032 $4,307/MO 1,2,4,14 601-700 Users $267,088 $4,675/MO 1,2,4,14 701-800 Users $285,929 $4,992/MO 1,2,4,14 801-1000 Users $341,341 $5,974/MO 1,2,4,8,14 Subscription - Per User MOM-FIN-CM-0100S / $2,046 1,2 Momentum Fixed Assets UOI SIN 132-32 License Price MOM-FIN-FA-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-FIN-FA-0100M Notes Base $93,647 $1,657/MO 1,3,4,13,16,17 1-25 Users $20,503 $358/MO 1,2,4,14 26-50 Users $34,910 $610/MO 1,2,4,14 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 33 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Momentum Fixed Assets 51-100 Users $59,291 $1,038/MO 1,2,4,14 101-200 Users $100,851 $1,763/MO 1,2,4,14 201-300 Users $135,761 $2,383/MO 1,2,4,14 301-400 Users $166,238 $2,907/MO 1,2,4,14 401-500 Users $191,727 $3,350/MO 1,2,4,14 501-600 Users $213,338 $3,733/MO 1,2,4,14 601-700 Users $231,624 $4,055/MO 1,2,4,14 701-800 Users $247,694 $4,327/MO 1,2,4,14 801-1000 Users $295,903 $5,179/MO 1,2,4,8,14 Subscription - Per User MOM-FIN-FA-0100S / $1,849 1,2 Momentum Project Cost Accounting UOI SIN 132-32 License Price MOM-FIN-PCAS-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-FIN-PCAS-0100M Notes Base $93,647 $1,657/MO 1,3,4,13,16,17 1-25 Users $20,503 $358/MO 1,2,4,14 26-50 Users $34,910 $610/MO 1,2,4,14 51-100 Users $59,291 $1,038/MO 1,2,4,14 101-200 Users $100,851 $1,763/MO 1,2,4,14 201-300 Users $135,761 $2,383/MO 1,2,4,14 301-400 Users $166,238 $2,907/MO 1,2,4,14 401-500 Users $191,727 $3,350/MO 1,2,4,14 501-600 Users $213,338 $3,733/MO 1,2,4,14 601-700 Users $231,624 $4,055/MO 1,2,4,14 701-800 Users $247,694 $4,327/MO 1,2,4,14 801-1000 Users $295,903 $5,179/MO 1,2,4,8,14 Subscription - Per User MOM-FIN-PCAS-0100S / $1,849 1,2 Momentum Travel Accounting UOI SIN 132-32 License Price MOM-FIN-TA-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-FIN-TA-0100M Notes Base $93,647 $1,657/MO 1,3,4,13,16,17 1-25 Users $21,611 $365/MO 1,2,4,14 26-50 Users $37,126 $625/MO 1,2,4,14 51-100 Users $63,724 $1,068/MO 1,2,4,14 101-200 Users $110,271 $1,838/MO 1,2,4,14 201-300 Users $150,168 $2,503/MO 1,2,4,14 301-400 Users $185,078 $3,085/MO 1,2,4,14 401-500 Users $215,001 $3,583/MO 1,2,4,14 501-600 Users $241,599 $4,027/MO 1,2,4,14 601-700 Users $264,872 $4,415/MO 1,2,4,14 701-800 Users $285,374 $4,756/MO 1,2,4,14 801-1000 Users $343,558 $5,726/MO 1,2,4,8,14 Subscription - Per User MOM-FIN-TA-0100S / $1,867 1,2 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 34 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Momentum Identity Provider UOI SIN 132-32 License Price MOM-IDP-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-IDP-0000-0100M Notes 1-25 Users $385 $6MO 1,2,4,14 26-50 Users $655 $11/MO 1,2,4,14 51-100 Users $1,113 $19/MO 1,2,4,14 101-200 Users $1,893 $32/MO 1,2,4,14 201-300 Users $2,413 $40/MO 1,2,4,14 301-400 Users $2,735 $46/MO 1,2,4,14 401-500 Users $2,906 $48/MO 1,2,4,14 501-600 Users $2,964 $49/MO 1,2,4,14 601-700 Users $3,112 $52/MO 1,2,4,14 701-800 Users $3,201 $53/MO 1,2,4,14 801-1000 Users $3,601 $60/MO 1,2,4,8,14 Subscription - Per User MOM-IDP-0000-0100S / $31 1,2 Momentum Identity Provider Plus UOI SIN 132-32 License Price MOM-IDPP-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-IDPP-0000-0100M Notes 1-25 Users $489 $8/MO 1,2,4,11,14 26-50 Users $832 $14/MO 1,2,4,11,14 51-100 Users $1,414 $24/MO 1,2,4,11,14 101-200 Users $2,404 $40/MO 1,2,4,11,14 201-300 Users $3,065 $51/MO 1,2,4,11,14 301-400 Users $3,473 $58/MO 1,2,4,11,14 401-500 Users $3,690 $62/MO 1,2,4,11,14 501-600 Users $3,764 $63/MO 1,2,4,11,14 601-700 Users $3,952 $66/MO 1,2,4,11,14 701-800 Users $4,065 $68/MO 1,2,4,11,14 801-1000 Users $4,573 $76/MO 1,2,4,8,11,14 Subscription - Per User MOM-IDPP-0000-0100S / $39 1,2 Momentum Enterprise Integration Framework UOI SIN 132-32 License Price MOM-EIF-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-EIF-0000-0100M Notes Enterprise $619,555 $10,326/MO 4,9,13,17 Single Integration $60,205 $1,003/MO 4,9,13,17 Momentum Contracting Apps UOI SIN 132-32 License Price MOM-CA-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-CA-0000-0100M Notes Base $98,122 $1,635/MO 1,3,4,13,16,17 1-25 Users $23,510 $392/MO 1,2,4,14 26-50 Users $39,967 $666/MO 1,2,4,14 51-100 Users $67,945 $1,132/MO 1,2,4,14 101-200 Users $115,506 $1,925/MO 1,2,4,14 201-300 Users $155,933 $2,599/MO 1,2,4,14 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 35 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Momentum Contracting Apps 301-400 Users $190,296 $3,172/MO 1,2,4,14 401-500 Users $219,504 $3,658/MO 1,2,4,14 501-600 Users $244,332 $4,072/MO 1,2,4,14 601-700 Users $265,435 $4,424/MO 1,2,4,14 701-800 Users $283,372 $4,723/MO 1,2,4,14 801-1000 Users $339,047 $5,651/MO 1,2,4,8,14 Subscription - Per User MOM-CA-0000-0100S / $1,970 1,2 Momentum Acquisitions UOI SIN 132-32 License Price MOM-ACQ-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-ACQ-0000-0100M Notes Base $141,100 $2,352/MO 1,3,4,5,11,13,15,16,17,18 1-25 Users $78,960 $1,316/MO 1,2,4,11,14 26-50 Users $106,693 $1,778/MO 1,2,4,11,14 51-100 Users $153,839 $2,564/MO 1,2,4,11,14 101-200 Users $233,988 $3,900MO 1,2,4,11,14 201-300 Users $302,114 $5,035/MO 1,2,4,11,14 301-400 Users $360,022 $6,001/MO 1,2,4,11,14 401-500 Users $409,243 $6,821/MO 1,2,4,11,14 501-600 Users $451,082 $7,518/MO 1,2,4,11,14 601-700 Users $486,645 $8,110/MO 1,2,4,11,14 701-800 Users $516,872 $8,614/MO 1,2,4,11,14 801-1000 Users $610,693 $10,178/MO 1,2,4,8,11,14 Limited Use - Per User MOM-ACQ-LIM-0100L / $2,685 MOM-ACQ-LIM-0100M / $44/MO 1,3,4, 15 Reports Portal - Per User MOM-ACQ-BP-0100L / $58 MOM-ACQ-BP-0100M / $1/MO 1,2,3,4,14 Subscription - Per User MOM-ACQ-0000-0100S / $3,559 1,2 Momentum Acquisitions Plus UOI SIN 132-32 License Price MOM-ACQP-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-ACQP-0000-0100M Notes Base $188,727 $3,340/MO 1,3,4,5,11,13,15,16,17 1-25 Users $105,612 $1,760/MO 1,2,4,11,14 26-50 Users $142,706 $2,378/MO 1,2,4,11,14 51-100 Users $205,766 $3,429/MO 1,2,4,11,14 101-200 Users $312,968 $5,216/MO 1,2,4,11,14 201-300 Users $404,089 $6,735/MO 1,2,4,11,14 301-400 Users $481,543 $8,026/MO 1,2,4,11,14 401-500 Users $568,230 $9,471/MO 1,2,4,11,14 501-600 Users $656,890 $10,949/MO 1,2,4,11,14 601-700 Users $745,550 $12,425/MO 1,2,4,11,14 701-800 Users $832,195 $13,870/MO 1,2,4,11,14 801-1000 Users $1,024,628 $17,077/MO 1,2,4,8,11,14 Limited Use - Per User MOM-ACQP-LIM-0100L / $3,951 MOM-ACQP-LIM-0100M / $59/MO 1,3,4, 15 Reports Portal - Per User MOM-ACQP-BP-0100L / $78 MOM-ACQP-BP-0100M / $1/MO 1,2,3,4,14 Subscription - Per User MOM-ACQP-0000-0100S / $4,760 1,2 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 36 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Momentum Business Insights UOI SIN 132-32 License Price MOM-BI-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-BI-0000-0100M Notes Base $144,946 $2,416/MO 1,7,13,15,16 1-25 Users $24,101 $402/MO 1,2,4,14 26-50 Users $48,704 $812/MO 1,2,4,14 51-100 Users $97,323 $1,622/MO 1,2,4,14 101-200 Users $194,647 $3,244/MO 1,2,4,14 201-300 Users $283,675 $4,728/MO 1,2,4,14 301-400 Users $389,293 $6,488/MO 1,2,4,14 401-500 Users $486,616 $8,110/MO 1,2,4,14 501-600 Users $583,940 $9,732/MO 1,2,4,14 601-700 Users $681,262 $11,355/MO 1,2,4,14 701-800 Users $795,812 $13,264/MO 1,2,4,14 801-1000 Users $973,233 $16,221/MO 1,2,4,8,14 Subscription – Per User MOM-BI-0000-0100S/$8,284 1,2 Momentum Business Insights Plus UOI SIN 132-32 License Price MOM-BIP-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-BIP-0000-0100M Notes Base $174,298 $2,905/MO 1,3,4,5,11,13,16,17 1-25 Users $28,982 $483/MO 1,2,4,11,14 26-50 Users $58,566 $976/MO 1,2,4,11,14 51-100 Users $117,031 $1,951/MO 1,2,4,11,14 101-200 Users $234,062 $3,901/MO 1,2,4,11,14 201-300 Users $341,119 $5,685/MO 1,2,4,11,14 301-400 Users $468,125 $7,802/MO 1,2,4,11,14 401-500 Users $585,156 $9,753/MO 1,2,4,11,14 501-600 Users $702,187 $11,703/MO 1,2,4,11,14 601-700 Users $819,218 $13,654/MO 1,2,4,11,14 701-800 Users $936,250 $15,604/MO 1,2,4,11,14 801-1000 Users $1,170,312 $19,505/MO 1,2,4,8,11,14 Subscription – Per User MOM-BIP-0000-0100S/$9,961 1,2 Momentum Business Analytics UOI SIN 132-32 License Price MOM-BA-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-BA-0000-0100M Notes Base 108,810 $2,005/MO 1,3,4,5,13,18 1-25 Users $7,758 $114/MO 1,2,4,14 26-50 Users $16,120 $227/MO 1,2,4,14 51-100 Users $32,139 $453/MO 1,2,4,14 101-200 Users $64,279 $907/MO 1,2,4,14 201-300 Users $86,444 $1,365/MO 1,2,4,14 301-400 Users $128,557 $1,819/MO 1,2,4,14 401-500 Users $160,696 $2,272/MO 1,2,4,14 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 37 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Momentum Business Analytics 501-600 Users $192,836 $2,725/MO 1,2,4,14 601-700 Users $224,975 $3,189/MO 1,2,4,14 701-800 Users $257,114 $3,637/MO 1,2,4,14 801-1000 Users $321,393 $4,544/MO 1,2,4,8,14 Momentum Business Analytics Lite UOI SIN 132-32 License Price MOM-BA-LITE-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-BA-LITE-0100M Notes Base $32,744 $630/MO 1,3,4,5,13 1-25 Users $10,611 $151/MO 1,2,4,14 26-50 Users $21,223 $302/MO 1,2,4,14 51-100 Users $42,446 $605/MO 1,2,4,14 101-200 Users $84,892 $1,214/MO 1,2,4,14 201-300 Users $127,338 $1,824/MO 1,2,4,14 301-400 Users $169,784 $2,428/MO 1,2,4,14 401-500 Users $212,230 $3,033/MO 1,2,4,14 501-600 Users $254,676 $3,642/MO 1,2,4,14 601-700 Users $297,122 $4,247/MO 1,2,4,14 701-800 Users $339,568 $4,856/MO 1,2,4,14 801-1000 Users $424,460 $6,070/MO 1,2,4,8,14 Momentum Business Dashboard UOI SIN 132-32 License Price MOM-BA-D-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-BA-D-0100M Notes Base $32,744 $630/MO 1,3,4,5,13 1-25 Users $13,223 $186/MO 1,2,4,14 26-50 Users $26,446 $373/MO 1,2,4,14 51-100 Users $52,892 $751/MO 1,2,4,14 101-200 Users $105,783 $1,501/MO 1,2,4,14 201-300 Users $158,675 $2,257/MO 1,2,4,14 301-400 Users $211,567 $3,007/MO 1,2,4,14 401-500 Users $264,459 $3,758/MO 1,2,4,14 501-600 Users $317,350 $4,509/MO 1,2,4,14 601-700 Users $370,242 $5,264/MO 1,2,4,14 701-800 Users $423,134 $6,015/MO 1,2,4,14 801-1000 Users $528,917 $7,521/MO 1,2,4,8,14 Momentum Business Monitor UOI SIN 132-32 License Price MOM-BA-M-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-BA-M-0100M Notes Base $32,744 $630/MO 1,3,4,5,13 1-25 Users $8,001 $116/MO 1,2,4,14 26-50 Users $16,000 $227/MO 1,2,4,14 51-100 Users $32,000 $458/MO 1,2,4,14 101-200 Users $64,000 $922/MO 1,2,4,14 201-300 Users $96,001 $1,385/MO 1,2,4,14 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 38 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Momentum Business Monitor 301-400 Users $128,001 $1,844/MO 1,2,4,14 401-500 Users $160,001 $2,307/MO 1,2,4,14 501-600 Users $192,001 $2,771/MO 1,2,4,14 601-700 Users $224,002 $3,234/MO 1,2,4,14 701-800 Users $256,002 $3,692/MO 1,2,4,14 801-1000 Users $320,002 $4,619/MO 1,2,4,8,14 Momentum Business Data Warehouse UOI SIN 132-32 License Price MOM-DW-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-DW-0000-0100M Notes 4 CPU – Per CPU $205,369 $3,423/MO 1,2,3,4,5,11,12,13 6 CPU – Per CPU $308,053 $5,134/MO 1,2,3,4,5,11,12,13 8 CPU – Per CPU $406,506 $6,775/MO 1,2,3,4,5,11,12,13 Momentum Performance Budgeting UOI SIN 132-32 License Price MOM-PB-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-PB-0000-0100M Notes Base $117,475 $2,070/MO 1,3,7,13,15 1-25 Users $50,425 $967/MO 1,2,4,14 26-50 Users $82,842 $1,381/MO 1,2,4,14 51-100 Users $136,869 $2,281/MO 1,2,4,14 101-200 Users $234,118 $3,902/MO 1,2,4,14 201-300 Users $313,358 $5,223/MO 1,2,4,14 301-400 Users $381,792 $6,363/MO 1,2,4,14 401-500 Users $443,023 $7,384/MO 1,2,4,14 501-600 Users $486,245 $8,104/MO 1,2,4,14 601-700 Users $529,466 $8,824/MO 1,2,4,14 701-800 Users $558,281 $9,305/MO 1,2,4,14 801-1000 Users $660,517 $11,009/MO 1,2,4,8,14 Limited Use - Per User MOM-PB-LIM-0100L / $1,714 MOM-PB-LIM-0100M / $29/MO 1,3,4,15 Subscription - Per User MOM-PB-0000-0100S / $2,801 1,2 Initial License MOM-PB-BB-0100L / $21,057 MOM-PB-BB-0100M / $373/MO 4,5,10 Momentum Performance Budgeting Plus UOI SIN 132-32 License Price MOM-PBP-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-PBP-0000-0100M Notes Base $155,526 $2,592/MO 1,3,4,5,11,13,15 1-25 Users $109,818 $1,985/MO 1,2,4,14 26-50 Users $120,900 $2,086/MO 1,2,4,14 51-100 Users $173,823 $2,897/MO 1,2,4,14 101-200 Users $297,330 $4,955/MO 1,2,4,14 201-300 Users $397,964 $6,633/MO 1,2,4,14 301-400 Users $484,876 $8,081/MO 1,2,4,14 401-500 Users $562,639 $9,377/MO 1,2,4,14 501-600 Users $617,531 $10,292/MO 1,2,4,14 601-700 Users $672,422 $11,207/MO 1,2,4,14 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 39 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Momentum Performance Budgeting Plus 701-800 Users $709,017 $11,817/MO 1,2,4,14 801-1000 Users $859,969 $14,333/MO 1,2,4,8,14 Limited Use - Per User MOM-PBP-LIM-0100L / $2,177 SIMOM-PBP-LIM-0100M / $36/MO 1,3,4,15 Subscription - Per User MOM-PBP-0000-0100S / $3,557 1,2 Initial License MOM-PBP-BB-0100L / $21,057 MOM-PBP-BB-0100M / $373/MO 4,5,10 Momentum CCR Connector UOI SIN 132-32 License Price MOM-CCRC-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-CCRC-0000-0100M Notes 2 CPU – Per CPU $36,018 $630/MO 1,2,3,4,6,7,11,12,13 4 CPU – Per CPU $72,036 $1,259/MO 1,2,3,4,6,7,11,12,13 6 CPU – Per CPU $108,054 $1,889/MO 1,2,3,4,6,7,11,12,13 8 CPU – Per CPU $144,073 $2,519/MO 1,2,3,4,6,7,11,12,13 Subscription - Per CPU MOM-CCRC-0000-0100S / $7,672 1,2 Momentum CCR Connector Plus UOI SIN 132-32 License Price MOM-CCRCP-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-CCRCP-0000-0100M Notes 2 CPU – Per CPU $62,762 $1,058/MO 1,2,3,4,5,6,11,12,13 4 CPU – Per CPU $125,523 $2,092/MO 1,2,3,4,5,6,11,12,13 6 CPU – Per CPU $188,285 $3,138/MO 1,2,3,4,5,6,11,12,13 8 CPU – Per CPU $251,046 $4,184/MO 1,2,3,4,5,6,11,12,13 Subscription - Per CPU MOM-CCRCP-0000-0100S / $13,368 1,2 Momentum Timekeeping UOI SIN 132-32 License Price MOM-TK-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-TK-0000-0100M Notes 2 CPU – Per CPU $36,018 $630/MO 1,2,3,4,6,7,11,12,13 4 CPU – Per CPU $72,036 $1,259/MO 1,2,3,4,6,7,11,12,13 6 CPU – Per CPU $108,054 $1,889/MO 1,2,3,4,6,7,11,12,13 8 CPU – Per CPU $144,073 $2,519/MO 1,2,3,4,6,7,11,12,13 Subscription - Per CPU MOM-TK-0000-0100S / $7,672 1,2 Momentum Timekeeping Plus UOI SIN 132-32 License Price MOM-TKP-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-TKP-0000-0100M Notes 2 CPU – Per CPU $62,762 $1,058/MO 1,2,3,4,5,6,11,12,13 4 CPU – Per CPU $125,523 $2,092/MO 1,2,3,4,5,6,11,12,13 6 CPU – Per CPU $188,285 $3,138/MO 1,2,3,4,5,6,11,12,13 8 CPU – Per CPU $251,046 $4,184/MO 1,2,3,4,5,6,11,12,13 Subscription - Per CPU MOM-TKP-0000-0100S / $13,368 1,2 Momentum Vendor Self Service UOI SIN 132-32 License Price MOM-VSS-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-VSS-0000-0100M Notes 2 CPU – Per CPU $36,018 $630/MO 1,2,3,4,6,7,11,12,13 4 CPU – Per CPU $72,036 $1,259/MO 1,2,3,4,6,7,11,12,13 6 CPU – Per CPU $108,054 $1,889/MO 1,2,3,4,6,7,11,12,13 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 40 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Momentum Vendor Self Service 8 CPU – Per CPU $144,073 $2,519/MO 1,2,3,4,6,7,11,12,13 Subscription - Per CPU MOM-VSS-0000-0100S / $7,672 1,2 Momentum Vendor Self Service Plus UOI SIN 132-32 License Price MOM-VSSP-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-VSSP-0000-0100M Notes 2 CPU – Per CPU $62,762 $1,058/MO 1,2,3,4,5,6,11,12,13 4 CPU – Per CPU $125,523 $2,092/MO 1,2,3,4,5,6,11,12,13 6 CPU – Per CPU $188,285 $3,138/MO 1,2,3,4,5,6,11,12,13 8 CPU – Per CPU $251,046 $4,184/MO 1,2,3,4,5,6,11,12,13 Subscription - Per CPU MOM-VSSP-0000-0100S / $13,368 1,2 Momentum Financial Data Exchange UOI SIN 132-32 License Price MOM-FDX-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-FDX-0000-0100M Notes 2 CPU – Per CPU $36,018 $630/MO 1,2,3,4,6,7,11,12,13 4 CPU – Per CPU $72,036 $1,259/MO 1,2,3,4,6,7,11,12,13 6 CPU – Per CPU $108,054 $1,889/MO 1,2,3,4,6,7,11,12,13 8 CPU – Per CPU $144,073 $2,519/MO 1,2,3,4,6,7,11,12,13 Subscription - Per CPU MOM-FDX-0000-0100S / $7,672 1,2 Momentum Financial Data Exchange Plus UOI SIN 132-32 License Price MOM-FDXP-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-FDXP-0000-0100M Notes 2 CPU – Per CPU $62,762 $1,058/MO 1,2,3,4,5,6,11,12,13 4 CPU – Per CPU $125,523 $2,092/MO 1,2,3,4,5,6,11,12,13 6 CPU – Per CPU $188,285 $3,138/MO 1,2,3,4,5,6,11,12,13 8 CPU – Per CPU $251,046 $4,184/MO 1,2,3,4,5,6,11,12,13 Subscription - Per CPU MOM-FDXP-0000-0100S / $13,368 1,2 Momentum MAXIMO Asset Management UOI SIN 132-32 License Price MOM-MAM-0000-0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-MAM-0000-0100M Notes Base $36,018 $1,224/MO 3,4,5,13 1-25 Users $126,349 $2,106/MO 2,4,5,14 26-50 Users $234,072 $3,901/MO 2,4,5,14 51-100 Users $455,125 $7,585/MO 2,4,5,14 101-200 Users $745,520 $12,425/MO 2,4,5,14 201-300 Users $1,018,242 $16,971/MO 2,4,5,14 301-400 Users $1,241,447 $20,691/MO 2,4,5,14 401-500 Users $1,487,832 $24,797/MO 2,4,5,14 501-600 Users $1,632,563 $27,209/MO 2,4,5,14 601-700 Users $1,793,469 $29,891/MO 2,4,5,14 701-800 Users $1,957,878 $32,631/MO 2,4,5,14 801-1000 Users $2,434,444 $40,574/MO 2,4,5,14 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 41 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Momentum Integration Adaptor UOI SIN 132-32 License Price MOM-MIA-0000--0100L SIN 132-34 Maintenance Price/Monthly (MO) MOM-MIA-0000-0100M Notes Base $36,018 $600/MO 3,4,13 1-25 Users $24,079 $401/MO 2,3,4,14 26-50 Users $37,194 $620/MO 2,3,4,14 51-100 Users $59,490 $992/MO 2,3,4,14 101-200 Users $97,393 $1,623/MO 2,3,4,14 201-300 Users $129,610 $2,160/MO 2,3,4,14 301-400 Users $156,995 $2,617/MO 2,3,4,14 401-500 Users $180,272 $3,005/MO 2,3,4,14 501-600 Users $200,057 $3,334/MO 2,3,4,14 601-700 Users $216,875 $3,615/MO 2,3,4,14 701-800 Users $231,170 $3,853/MO 2,3,4,14 801-1000 Users $275,538 $4,592/MO 2,3,4,14 Subscription - Per User MOM-MIA-0000-0100S / $34,690 1,2 Notes: 1. The technical environment to be supported for the Momentum and Momentum Plus software products will be identified in CGI Federal's technical proposal to the client agency. Standard maintenance support will be limited to the technical environment then supported by CGI Federal. If however, the Government requests CGI Federal to support the software in a non-standard technical environment, then this service will be available under technical support services, SIN 132-51. Momentum supports a specific combination of technical environments as noted within the Momentum Release Notes. 2. When a licensing entity requires additional licenses which exceed their current license tier then the licensing entity must provide funding for the differential between the current GSA list price at the licensing entities’ present tier level and the current GSA list price at the new tier level. For example, if a licensing entity has paid for a 1-25 Users license fee for Momentum Financials and they want to move to the 26-50 Users license, then the new order must be funded as follows: Momentum Financials, 26-50 Users License Fees $186,000 Less: Momentum Financials, 1-25 Users License Fees Paid ($109,000) Net Amount of Funding Required by Licensing Entity $77,000 If a licensing entity purchases licenses for additional users, those additional users do not re-earn a warranty. The additional users go immediately under maintenance if the initially purchased user licenses are under maintenance. If these additional users are purchased during the warranty period of the initial purchase, these users will enjoy the same remaining warranty period as the initial users. 3. If a Momentum module is purchased subsequent to the initial Momentum purchase, that module does not re-earn a warranty. If the additional module is purchased during the initial maintenance period, the additional module will be on the same timeline as the original warranty or maintenance period, so maintenance fees will be due in the month following the end of the initial maintenance period. If the additional module is purchased after the end of the initial maintenance period, no warranty applies. Maintenance fees will be due in the month directly following its purchase. 4. Monthly maintenance fees cited will be in effect for the first fiscal year. Pricing for subsequent years will be in accordance with the GSA Schedule pricing in effect at that time. 5. License Fees for ‘Plus’ type products are for CGI Federal supplied software and for the third party products identified in this Price List only. See the description of the software for a listing of the embedded third party products. Additional required third party products will be identified in CGI Federal's technical proposal to the client agency. 6. Momentum CCR Connector Plus, Momentum Timekeeping Plus, Momentum Vendor Self Service Plus, and Momentum Financial Data Exchange Plus are only available in increments of two (2) CPUs. The minimum purchase for each of these products is two (2) CPUs. Momentum Business Data Warehouse is only available in increments of DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 42 CGI Federal Inc. IT Schedule 70 Schedule Pricelist two (2) CPUs. The minimum purchase this product is four (4) CPUs. Production and Non-Production CPUs use the same pricing tiers. 7. License Fees for non-‘Plus’ type products are for CGI Federal supplied software only and do not include required third party software products. Required third party products will be identified in CGI Federal’s technical proposal to the client agency. 8. For clients who require licensing above the highest tier, CGI Federal will negotiate license fees on a case-by-case basis. CGI Federal reserves the right to offer and negotiate with the ordering entity terms, conditions, and prices which will constitute a site license for the licensing entity. 9. The Momentum Enterprise Integration Framework licenses are restricted to the integration of internal and external systems explicitly with Momentum. The Momentum Enterprise Integration Framework Enterprise license is not to exceed a combined 20 CPUs on the Integration and Broker servers. The product suites provide up to 10 CPU of development licenses. 10. Momentum Performance Budgeting – Budget Book Publishing is licensed for use on ‘client machines’ such as a desktop. Additional charges may apply for use on servers. This product also requires Adobe FrameMaker that must be procured separately by the customer. 11. The pricing of CGI Federal software is based on an assumption that the customer is using a specific number of licenses for production and non-production purposes (e.g., testing, development, etc.) to support the number of licenses purchased. The number of CPUs is determined as follows: For 1- 300 named user licenses, 2 production CPUs and 4 non-production CPUs For 301 – 500 named user licenses, 4 production CPUs and 8 non-production CPUs For 501 – 700 named user licenses, 6 production CPUs and 8 non-production CPUs For 801 – 1,000 named user licenses, 8 production CPUs and 8 non-production CPUs For a 2 CPU license, 2 production CPUs and 2 non-production CPUs For a 4 CPU license, 4 production CPUs and 2 non-production CPUs For a 6 CPU license, 6 production CPUs and 4 non-production CPUs For an 8 CPU license, 8 production CPUs and 4 non-production CPUs If the customer desires more CPUs usage than the number included in the pricing, there may be an additional cost for the software. If the customer requires more CPUs and or support for multi-core CPUs (such as Dual Core, etc.) or Cloud than those used in the pricing, there may be additional license fees and maintenance costs for the software. CGI Federal will work with the customer to determine the price differential, if any. 12. The pricing of CGI Federal software is based on a defined CPU type. If the customer requires support for multi- core CPUs (such as Dual Core, etc.), or Cloud there may be additional license fees and maintenance costs for the software. CGI Federal will work with the customer to determine the price differential, if any. 13. CGI Federal and its third party software vendors are only liable for the acts of its respective employees. 14. If the required number of users is a quantity that is within a specific tier, a derived tier adjustment will be made to the pricing. The credit for the adjustment is calculated by taking the difference of the previous tier, and the current tier, dividing the difference by the number of users in the current tier and then multiplying by the number of users not requested. Here is an example calculating the derived tier adjustment for 225 Momentum Financials Users: List Price for 201-300 Users $735,000 List Price for 101-200 Users $542,000 Difference $193,000 Divided by 100 Users $1,930 Unused portion of tier (75) - Total for 225 Users $144,750 (Derived Tier Adjustment) 15. Limited-Use and Restricted-Use licenses may be available on a case by case basis. The discounts for these licenses are determined based on either the limits placed on the functionality of the licenses, or the degree of restriction placed on the access to the Momentum subsystems. 16. Multi-tenant environments are only permitted with prior approval from CGI Federal. Pricing for new tenants will include a reduced base fee and the corresponding license fees for the new named users. 17. Momentum workflow is not to exceed 10 CPU of the embedded webMethods licenses. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 43 CGI Federal Inc. IT Schedule 70 Schedule Pricelist TERMS AND CONDITIONS APPLICABLE TO PURCHASE OF CLOUD COMPUTING SERVICES (SPECIAL ITEM NUMBER 132-40) ****NOTE: If offering related IT Professional Services over and above initial onboarding and training, reference SIN 132-51, per Guidance to Ordering Activities on Professional services below. 1. SCOPE The prices, terms and conditions stated under Special Item Number (SIN) 132-40 Cloud Computing Services apply exclusively to Cloud Computing Services within the scope of this Information Technology Schedule. This SIN provides ordering activities with access to technical services that run in cloud environments and meet the NIST Definition of Cloud Computing Essential Characteristics. Services relating to or impinging on cloud that do not meet all NIST essential characteristics should be listed in other SINs. The scope of this SIN is limited to cloud capabilities provided entirely as a service. Hardware, software and other artifacts supporting the physical construction of a private or other cloud are out of scope for this SIN. Currently, an Ordering Activity can procure the hardware and software needed to build on premise cloud functionality, through combining different services on other IT Schedule 70 SINs (e.g. 132-51). Sub-categories in scope for this SIN are the three NIST Service Models: Software as a Service (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service (IaaS). Offerors may optionally select a single sub-category that best fits a proposed cloud service offering. Only one sub-category may be selected per each proposed cloud service offering. Offerors may elect to submit multiple cloud service offerings, each with its own single sub-category. The selection of one of three sub-categories does not prevent Offerors from competing for orders under the other two sub-categories. See service model guidance for advice on sub-category selection. Sub-category selection within this SIN is optional for any individual cloud service offering, and new cloud computing technologies that do not align with the aforementioned three sub-categories may be included without a sub-category selection so long as they comply with the essential characteristics of cloud computing as outlined by NIST. See Table 1 for a representation of the scope and sub-categories. SIN Description Sub-Categories1 Commercially available cloud computing services Meets the National Institute for Standards and Technology (NIST) definition of Cloud Computing essential characteristics Open to all deployment models (private, public, community or hybrid), vendors specify deployment models 1. Software as a Service (SaaS): Consumer uses provider’s applications on cloud infrastructure. Does not manage/control platform or infrastructure. Limited application level configuration may be available. 2. Platform as a Service (PaaS): Consumer deploys applications onto cloud platform service using provider-supplied tools. Has control over deployed applications and some limited platform configuration but does not manage the platform or infrastructure. 3. Infrastructure as a Service (IaaS): Consumer provisions computing resources. Has control over OS, storage, platform, deployed applications and some limited infrastructure configuration, but does not manage the infrastructure. Table 1: Cloud Computing Services SIN *1 Offerors may optionally select the single sub-category that best fits each cloud service offering, per Service Model Guidance, or select no sub-category if the offering does not fit an existing NIST service model. 2. RESPONSIBILITIES OF THE CONTRACTOR The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 44 CGI Federal Inc. IT Schedule 70 Schedule Pricelist a. Acceptance Testing Any required Acceptance Test Plans and Procedures shall be negotiated by the Ordering Activity at task order level. The Contractor shall perform acceptance testing of the systems for Ordering Activity approval in accordance with the approved test procedures. b. Training If training is provided commercially the Contractor shall provide normal commercial installation, operation, maintenance, and engineering interface training on the system. Contractor is responsible for indicating if there are separate training charges. c. Information Assurance/Security Requirements The contractor shall meet information assurance/security requirements in accordance with the Ordering Activity requirements at the Task Order level. d. Related Professional Services The Contractor is responsible for working with the Ordering Activity to identify related professional services and any other services available on other SINs that may be associated with deploying a complete cloud solution. Any additional substantial and ongoing professional services related to the offering such as integration, migration, and other cloud professional services are out of scope for this SIN. e. Performance of Cloud Computing Services The Contractor shall respond to Ordering Activity requirements at the Task Order level with proposed capabilities to Ordering Activity performance specifications or indicate that only standard specifications are offered. In all cases the Contractor shall clearly indicate standard service levels, performance and scale capabilities. The Contractor shall provide appropriate cloud computing services on the date and to the extent and scope agreed to by the Contractor and the Ordering Activity. f. Reporting The Contractor shall respond to Ordering Activity requirements and specify general reporting capabilities available for the Ordering Activity to verify performance, cost and availability. In accordance with commercial practices, the Contractor may furnish the Ordering Activity/user with a monthly summary Ordering Activity report. 3. RESPONSIBILITIES OF THE ORDERING ACTIVITY The Ordering Activity is responsible for indicating the cloud computing services requirements unique to the Ordering Activity. Additional requirements should not contradict existing SIN or IT Schedule 70 Terms and Conditions. Ordering Activities should include (as applicable) Terms & Conditions to address Pricing, Security, Data Ownership, Geographic Restrictions, Privacy, SLAs, etc. Cloud services typically operate under a shared responsibility model, with some responsibilities assigned to the Cloud Service Provider (CSP), some assigned to the Ordering Activity, and others shared between the two. The distribution of responsibilities will vary between providers and across service models. Ordering activities should engage with CSPs to fully understand and evaluate the shared responsibility model proposed. Federal Risk and Authorization Management Program (FedRAMP) documentation will be helpful regarding the security aspects of shared responsibilities, but operational aspects may require additional discussion with the provider. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 45 CGI Federal Inc. IT Schedule 70 Schedule Pricelist a. Ordering Activity Information Assurance/Security Requirements Guidance i. The Ordering Activity is responsible for ensuring to the maximum extent practicable that each requirement issued is in compliance with the Federal Information Security Management Act (FISMA) as applicable. ii. The Ordering Activity shall assign a required impact level for confidentiality, integrity and availability (CIA) prior to issuing the initial statement of work2. The Contractor must be capable of meeting at least the minimum security requirements assigned against a low-impact information system in each CIA assessment area (per FIPS 200) and must detail the FISMA capabilities of the system in each of CIA assessment area. *2 Per Federal Information Processing Standards Publication 199 & 200 (FIPS 199, “Standards for Security Categorization of Federal Information and Information Systems”) (FIPS 200, “Minimum Security Requirements for Federal Information and Information Systems”) iii. Agency level FISMA certification, accreditation, and evaluation activities are the responsibility of the Ordering Activity. The Ordering Activity reserves the right to independently evaluate, audit, and verify the FISMA compliance for any proposed or awarded Cloud Computing Services. iv. The Ordering Activity has final responsibility for assessing the FedRAMP status of the service, complying with and making a risk-based decision to grant an Authorization to Operate (ATO) for the cloud computing service, and continuous monitoring. A memorandum issued by the Office of Management and Budget (OMB) on Dec 8, 2011 outlines the responsibilities of Executive departments and agencies in the context of FedRAMP compliance. 3 *3 MEMORANDUM FOR CHIEF INFORMATION OFFICERS: Security Authorization of Information Systems in Cloud Computing Environments. December 8, 2011 v. Ordering activities are responsible for determining any additional information assurance and security related requirements based on the nature of the application and relevant mandates. b. Deployment Model If a particular deployment model (Private, Public, Community, or Hybrid) is desired, Ordering Activities are responsible for identifying the desired model(s). Alternately, Ordering Activities could identify requirements and assess Contractor responses to determine the most appropriate deployment model(s). c. Delivery Schedule The Ordering Activity shall specify the delivery schedule as part of the initial requirement. The Delivery Schedule options are found in Information for Ordering Activities Applicable to All Special Item Numbers. d. Interoperability Ordering Activities are responsible for identifying interoperability requirements. Ordering Activities should clearly delineate requirements for API implementation and standards conformance. e. Performance of Cloud Computing Services DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 46 CGI Federal Inc. IT Schedule 70 Schedule Pricelist The Ordering Activity should clearly indicate any custom minimum service levels, performance and scale requirements as part of the initial requirement. f. Reporting The Ordering Activity should clearly indicate any cost, performance or availability reporting as part of the initial requirement. g. Privacy The Ordering Activity should specify the privacy characteristics of their service and engage with the Contractor to determine if the cloud service is capable of meeting Ordering Activity requirements. For example, a requirement could be requiring assurance that the service is capable of safeguarding Personally Identifiable Information (PII), in accordance with NIST SP 800-1224 and OMB memos M-06-165 and M07-166. An Ordering Activity will determine what data elements constitute PII according to OMB Policy, NIST Guidance and Ordering Activity policy. h. Accessibility The Ordering Activity should specify the accessibility characteristics of their service and engage with the Contractor to determine the cloud service is capable of meeting Ordering Activity requirements. For example, a requirement could require assurance that the service is capable of providing accessibility based on Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d). *4 NIST SP 800-122, “Guide to Protecting the Confidentiality of Personally Identifiable Information (PII)” *5 MB memo M-06-16: Protection of Sensitive Agency Information http://www.whitehouse.gov/sites/default/files/omb/memoranda/fy2006/m06-16.pdf *6 OMB Memo M-07-16: Safeguarding Against and Responding to the Breach of Personally Identifiable Information http://www.whitehouse.gov/sites/default/files/omb/memoranda/fy2007/m07-16.pdf i. Geographic Requirements Ordering activities are responsible for specifying any geographic requirements and engaging with the Contractor to determine that the cloud services offered have the capabilities to meet geographic requirements for all anticipated task orders. Common geographic concerns could include whether service data, processes and related artifacts can be confined on request to the United States and its territories, or the continental United States (CONUS). J. Data Ownership and Retrieval and Intellectual Property Intellectual property rights are not typically transferred in a cloud model. In general, CSPs retain ownership of the Intellectual Property (IP) underlying their services and the customer retains ownership of its intellectual property. The CSP gives the customer a license to use the cloud services for the duration of the contract without transferring rights. The government retains ownership of the IP and data they bring to the customized use of the service as spelled out in the FAR and related materials. General considerations of data ownership and retrieval are covered under the terms of Schedule 70 and the FAR and other laws, ordinances, and regulations (Federal, State, City, or otherwise). Because of considerations arising from cloud shared responsibility models, ordering activities should engage with the Contractor to develop more cloud-specific understandings of the boundaries between data owned by the government and that owned by the cloud service provider, and the specific terms of data retrieval. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 47 CGI Federal Inc. IT Schedule 70 Schedule Pricelist In all cases, the Ordering Activity should enter into an agreement with a clear and enforceable understanding of the boundaries between government and cloud service provider data, and the form, format and mode of delivery for each kind of data belonging to the government. The Ordering Activity should expect that the Contractor shall transfer data to the government at the government's request at any time, and in all cases when the service or order is terminated for any reason, by means, in formats and within a scope clearly understood at the initiation of the service. Example cases that might require clarification include status and mode of delivery for: Configuration information created by the government and affecting the government’s use of the cloud provider’s service. Virtual machine configurations created by the government but operating on the cloud provider’s service. Profile, configuration and other metadata used to configure SaaS application services or PaaS platform services. The key is to determine in advance the ownership of classes of data and the means by which Government owned data can be returned to the Government. k. Service Location Distribution The Ordering Activity should determine requirements for continuity of operations and performance and engage with the Contractor to ensure that cloud services have adequate service location distribution to meet anticipated requirements. Typical concerns include ensuring that: Physical locations underlying the cloud are numerous enough to provide continuity of operations and geographically separate enough to avoid an anticipated single point of failure within the scope of anticipated emergency events. Service endpoints for the cloud are able to meet anticipated performance requirements in terms of geographic proximity to service requestors. Note that cloud providers may address concerns in the form of minimum distance between service locations, general regions where service locations are available, etc. l. Related Professional Services Ordering activities should engage with Contractors to discuss the availability of limited assistance with initial setup, training and access to the services that may be available through this SIN. Any additional substantial and ongoing professional services related to the offering such as integration, migration, and other cloud professional services are out of scope for this SIN. Ordering activities should consult the appropriate GSA professional services schedule. 4. GUIDANCE FOR CONTRACTORS This section offers guidance for interpreting the Contractor Description Requirements in Table 2, including the NIST essential cloud characteristics, service models and deployment models. This section is not a list of requirements. Contractor-specific definitions of cloud computing characteristics and models or significant variances from the NIST essential characteristics or models are discouraged and will not be considered in the scope of this SIN or accepted in response to Factors for Evaluation. The only applicable cloud characteristics, service model/subcategories and deployment models for this SIN will be drawn from the NIST 800-145 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 48 CGI Federal Inc. IT Schedule 70 Schedule Pricelist special publication. Services qualifying for listing as cloud computing services under this SIN must substantially satisfy the essential characteristics of cloud computing as documented in the NIST Definition of Cloud Computing SP 800-1457. *7 http://csrc.nist.gov/publications/nistpubs/800-145/SP800-145.pdf Contractors must select deployment models corresponding to each way the service can be deployed. Multiple deployment model designations for a single cloud service are permitted but at least one deployment model must be selected. In addition, contractors submitting services for listing under this SIN are encouraged to select a sub- category for each service proposed under this SIN with respect to a single principal NIST cloud service model that most aptly characterizes the service. Service model categorization is optional. Both service and deployment model designations must accord with NIST definitions. Guidance is offered in this document on making the most appropriate selection. a. NIST Essential Characteristics General Guidance NIST’s essential cloud characteristics provide a consistent metric for whether a service is eligible for inclusion in this SIN. It is understood that due to legislative, funding and other constraints that government entities cannot always leverage a cloud service to the extent that all NIST essential characteristics are commercially available. For the purposes of the Cloud SIN, meeting the NIST essential characteristics is determined by whether each essential capability of the commercial service is available for the service, whether or not the Ordering Activity actually requests or implements the capability. The guidance in Table 3 offers examples of how services might or might not be included based on the essential characteristics, and how the Contractor should interpret the characteristics in light of current government contracting processes. Characteristic Capability Guidance On-demand self- service Ordering activities can directly provision services without requiring Contractor intervention. This characteristic is typically implemented via a service console or programming interface for provisioning Government procurement guidance varies on how to implement on-demand provisioning at this time. Ordering activities may approach on-demand in a variety of ways, including “not-to-exceed” limits, or imposing monthly or annual payments on what are essentially on demand services. Services under this SIN must be capable of true on- demand self-service, and ordering activities and Contractors must negotiate how they implement on demand capabilities in practice at the task order level: Ordering activities must specify their procurement approach and requirements for on-demand service Contractors must propose how they intend to meet the approach Contractors must certify that on-demand self-service is technically available for their service should procurement guidance become available. Broad Network Access Ordering activities are able to access services over standard agency networks Service can be accessed and consumed using standard devices such as browsers, tablets and mobile phones Broad network access must be available without significant qualification and in relation to the deployment model and security domain of the service Contractors must specify any ancillary activities, services or equipment required to access cloud services or integrate cloud with other cloud or non- cloud networks and services. For example a private cloud might require an Ordering Activity to purchase or provide a dedicated router, etc. which is acceptable but should be indicated by the Contractor. Resource Pooling Pooling distinguishes cloud services from offsite hosting. Ordering activities draw resources from a common pool maintained by the Contractor Resources may have general characteristics such as regional location The cloud service must draw from a pool of resources and provide an automated means for the Ordering Activity to dynamically allocate them. Manual allocation, e.g. manual operations at a physical server farm where Contractor staff configure servers in response to Ordering Activity requests, does not meet this requirement Similar concerns apply to software and platform models; automated provisioning from a pool is required Ordering activities may request dedicated physical hardware, software or platform resources to access a private cloud deployment service. However the provisioned cloud resources must be drawn from a common pool and automatically allocated on request. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 49 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Characteristic Capability Guidance Rapid Elasticity Rapid provisioning and de- provisioning commensurate with demand Rapid elasticity is a specific demand-driven case of self-service Procurement guidance for on-demand self-service applies to rapid elasticity as well, i.e. rapid elasticity must be technically available but ordering activities and Contractors may mutually negotiate other contractual arrangements for procurement and payment. ‘Rapid’ should be understood as measured in minutes and hours, not days or weeks. Elastic capabilities by manual request, e.g. via a console operation or programming interface call, are required. Automated elasticity which is driven dynamically by system load, etc. is optional. Contractors must specify whether automated demand-driven elasticity is available and the general mechanisms that drive the capability. Measured Service Measured service should be understood as a reporting requirement that enables an Ordering Activity to control their use in cooperation with self service Procurement guidance for on-demand self-service applies to measured service as well, i.e. rapid elasticity must be technically available but ordering activities and Contractors may mutually designate other contractual arrangements. Regardless of specific contractual arrangements, reporting must indicate actual usage, be continuously available to the Ordering Activity, and provide meaningful metrics appropriate to the service measured Contractors must specify that measured service is available and the general sort of metrics and mechanisms available Table 3: Guidance on Meeting NIST Essential Characteristics Inheriting Essential Characteristics Cloud services may depend on other cloud services, and cloud service models such as PaaS and SaaS are able to inherit essential characteristics from other cloud services that support them. For example a PaaS platform service can inherit the broad network access made available by the IaaS service it runs on, and in such a situation would be fully compliant with the broad network access essential characteristic. Services inheriting essential characteristics must make the inherited characteristic fully available at their level of delivery to claim the relevant characteristic by inheritance. Inheriting characteristics does not require the inheriting provider to directly bundle or integrate the inherited service, but it does require a reasonable measure of support and identification. For example, the Ordering Activity may acquire an IaaS service from “Provider A” and a PaaS service from “Provider B”. The PaaS service may inherit broad network access from “Provider A” but must identify and support the inherited service as an acceptable IaaS provider. Assessing Broad Network Access Typically broad network access for public deployment models implies high bandwidth access from the public internet for authorized users. In a private cloud deployment internet access might be considered broad access, as might be access through a dedicated shared high bandwidth network connection from the Ordering Activity, in accord with the private nature of the deployment model. Resource Pooling and Private Cloud All cloud resource pools are finite, and only give the appearance of infinite resources when sufficiently large, as is sometimes the case with a public cloud. The resource pool supporting a private cloud is typically smaller with more visible limits. A finite pool of resources purchased as a private cloud service qualifies as resource pooling so long as the resources within the pool can be dynamically allocated to the ultimate users of the resource, even though the pool itself appears finite to the Ordering Activity that procures access to the pool as a source of dynamic service allocation. b. NIST Service Model The Contractor may optionally document the service model of cloud computing (e.g. IaaS, PaaS, SaaS, or a combination thereof, that most closely describes their offering, using the definitions in The NIST Definition of Cloud Computing SP 800-145. The following guidance is offered for the proper selection of service models. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 50 CGI Federal Inc. IT Schedule 70 Schedule Pricelist NIST’s service models provide this SIN with a set of consistent sub-categories to assist ordering activities in locating and comparing services of interest. Service model is primarily concerned with the nature of the service offered and the staff and activities most likely to interact with the service. Contractors should select a single service model most closely corresponding to their proposed service based on the guidance below. It is understood that cloud services can technically incorporate multiple service models and the intent is to provide the single best categorization of the service. Contractors should take care to select the NIST service model most closely corresponding to each service offered. Contractors should not invent, proliferate or select multiple cloud service model sub-categories to distinguish their offerings, because ad-hoc categorization prevents consumers from comparing similar offerings. Instead vendors should make full use of the existing NIST categories to the fullest extent possible. For example, in this SIN an offering commercially marketed by a Contractor as “Storage as a Service” would be properly characterized as Infrastructure as a Service (IaaS), storage being a subset of infrastructure. Services commercially marketed as “LAMP as a Service” or “Database as a Service” would be properly characterized under this SIN as Platform as a Service (PaaS), as they deliver two kinds of platform services. Services commercially marketed as “Travel Facilitation as a Service” or “Email as a Service” would be properly characterized as species of Software as a Service (SaaS) for this SIN. However, Contractors can and should include appropriate descriptions (include commercial marketing terms) of the service in the full descriptions of the service’s capabilities. When choosing between equally plausible service model sub-categories, Contractors should consider several factors: 1. Visibility to the Ordering Activity. Service model sub-categories in this SIN exist to help Ordering Activities match their requirements with service characteristics. Contractors should select the most intuitive and appropriate service model from the point of view of an Ordering Activity. 2. Primary Focus of the Service. Services may offer a mix of capabilities that span service models in the strict technical sense. For example, a service may offer both IaaS capabilities for processing and storage, along with some PaaS capabilities for application deployment, or SaaS capabilities for specific applications. In a service mix situation the Contractor should select the service model that is their primary focus. Alternatively contractors may choose to submit multiple service offerings for the SIN, each optionally and separately subcategorized. 3. Ordering Activity Role. Contractors should consider the operational role of the Ordering Activity’s primary actual consumer or operator of the service. For example services most often consumed by system managers are likely to fit best as IaaS; services most often consumed by application deployers or developers as PaaS, and services most often consumed by business users as SaaS. 4. Lowest Level of Configurability. Contractors can consider IaaS, PaaS and SaaS as an ascending hierarchy of complexity, and select the model with the lowest level of available Ordering Activity interaction. As an example, virtual machines are an IaaS service often bundled with a range of operating systems, which are PaaS services. The Ordering Activity usually has access to configure the lower level IaaS service, and the overall service should be considered IaaS. In cases where the Ordering Activity cannot configure the speed, memory, network configuration, or any other aspect of the IaaS component, consider categorizing as a PaaS service. Cloud management and cloud broker services should be categorized based on their own characteristics and not those of the other cloud services that are their targets. Management and broker services typically fit the SaaS service model, regardless of whether the services they manage are SaaS, PaaS or IaaS. Use Table DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 51 CGI Federal Inc. IT Schedule 70 Schedule Pricelist 4 to determine which service model is appropriate for the cloud management or cloud broker services, or, alternately choose not to select a service model for the service. The guidance in Table 3 offers examples of how services might be properly mapped to NIST service models and how a Contractor should interpret the service model sub-categories. Service Model Guidance Infrastructure as a Service (IaaS) Select an IaaS model for service based equivalents of hardware appliances such as virtual machines, storage devices, routers and other physical devices. IaaS services are typically consumed by system or device managers who would configure physical hardware in a non-cloud setting The principal customer interaction with an IaaS service is provisioning then configuration, equivalent to procuring and then configuring a physical device. Examples of IaaS services include virtual machines, object storage, disk block storage, network routers and firewalls, software defined networks. Gray areas include services that emulate or act as dedicated appliances and are directly used by applications, such as search appliances, security appliances, etc. To the extent that these services or their emulated devices provide direct capability to an application they might be better classified as Platform services (PaaS). To the extent that they resemble raw hardware and are consumed by other platform services they are better classified as IaaS. Platform as a Service (PaaS) Select a PaaS model for service based equivalents of complete or partial software platforms. For the purposes of this classification, consider a platform as a set of software services capable of deploying all or part of an application. A complete platform can deploy an entire application. Complete platforms can be proprietary or open source Partial platforms can deploy a component of an application which combined with other components make up the entire deployment PaaS services are typically consumed by application deployment staff whose responsibility is to take a completed agency application and cause it to run on the designated complete or partial platform service The principal customer interaction with a PaaS service is deployment, equivalent to deploying an application or portion of an application on a software platform service. A limited range of configuration options for the platform service may be available. Examples of complete PaaS services include: A Linux/Apache/MySQL/PHP (LAMP) platform ready to deploy a customer PHP application, a Windows .Net platform ready to deploy a .Net application, A custom complete platform ready to develop and deploy an customer application in a proprietary language A multiple capability platform ready to deploy an arbitrary customer application on a range of underlying software services. The essential characteristic of a complete PaaS is defined by the customer’s ability to deploy a complete custom application directly on the platform. PaaS includes partial services as well as complete platform services. Illustrative examples of individual platform enablers or components include: A database service ready to deploy a customer’s tables, views and procedures, A queuing service ready to deploy a customer’s message definitions A security service ready to deploy a customer’s constraints and target applications for continuous monitoring The essential characteristic of an individual PaaS component is the customer’s ability to deploy their unique structures and/or data onto the component for a partial platform function. Note that both the partial and complete PaaS examples all have two things in common: They are software services, which offer significant core functionality out of the box They must be configured with customer data and structures to deliver results As noted in IaaS, operating systems represent a grey area in that OS is definitely a platform service, but is typically bundled with IaaS infrastructure. If your service provides an OS but allows for interaction with infrastructure, please sub-categorize it as IaaS. If your service “hides” underlying infrastructure, consider it as PaaS. Software as a Service (SaaS) Select a SaaS model for service based equivalents of software applications. SaaS services are typically consumed by business or subject-matter staff who would interact directly with the application in a non- cloud setting The principal customer interaction with a SaaS service is actual operation and consumption of the application services the SaaS service provides. Some minor configuration may be available, but the scope of the configuration is limited to the scope and then the permissions of the configuring user. For example an agency manager might be able to configure some aspects of the application for their agency but not all agencies. An agency user might be able to configure some aspects for themselves but not everyone in their agency. Typically only the Contractor would be permitted to configure aspects of the software for all users. Examples of SaaS services include email systems, business systems of all sorts such as travel systems, inventory systems, etc., wiki’s, websites or content management systems, management applications that allow a customer to manage other cloud or non-cloud services, and in general any system where customers interact directly for a business purpose. Gray areas include services that customers use to configure other cloud services, such as cloud management software, cloud brokers, etc. In general these sorts of systems should be considered SaaS, per guidance in this document. Table 4: Guidance on Mapping to NIST Service Models DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 52 CGI Federal Inc. IT Schedule 70 Schedule Pricelist c. Deployment Model Deployment models (e.g. private, public, community, or hybrid) are not restricted at the SIN level and any specifications for a deployment model are the responsibility of the Ordering Activity. Multiple deployment model selection is permitted, but at least one model must be selected. The guidance in Table 5 offers examples of how services might be properly mapped to NIST deployment models and how the Contractor should interpret the deployment model characteristics. Contractors should take care to select the range of NIST deployment models most closely corresponding to each service offered. Note that the scope of this SIN does not include hardware or software components used to construct a cloud, only cloud capabilities delivered as a service, as noted in the Scope section. Deployment Model Guidance Private Cloud The service is provided exclusively for the benefit of a definable organization and its components; access from outside the organization is prohibited. The actual services may be provided by third parties, and may be physically located as required, but access is strictly defined by membership in the owning organization. Public Cloud The service is provided for general public use and can be accessed by any entity or organization willing to contract for it. Community Cloud The service is provided for the exclusive use of a community with a definable shared boundary such as a mission or interest. As with private cloud, the service may be in any suitable location and administered by a community member or a third party. Hybrid Cloud The service is composed of one or more of the other models. Typically hybrid models include some aspect of transition between the models that make them up, for example a private and public cloud might be designed as a hybrid cloud where events like increased load permit certain specified services in the private cloud to run in a public cloud for extra capacity, e.g. bursting. Table 5: Guidance for Selecting a Deployment Model DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 53 CGI Federal Inc. IT Schedule 70 Schedule Pricelist SIN 132-40 - CLOUD COMPUTING SERVICES SIN MFR PART NO PRODUCT NAME PRODUCT DESCRIPTION UOI GSA PRICE 132-40 CLD-VM-Base Virtual Machine Basic virtual server with no Operating System provisioned as follows: a single 1GHz vCPU, 1 GB of RAM, 80GB of internal disk. Provisioned in CGI Federal’s FedRamp Cloud. Each/monthly $173.39 132-40 CLD-Add-RAM Additional VM RAM Supplemental RAM added to a VM. Requires Virtual Machine above. GB/monthly $53.20 132-40 CLD-Add-CPU Additional VM CPU Supplemental vCPU capacity added to a VM. Requires Virtual Machine. Ghz/monthly $42.48 132-40 Stg-T1 Tier-1 SAN External Fibre Channel storage. Appropriate for use with Business Critical, High IO Profile, Low Latency applications Maximum response <5ms. Requires Virtual Machine. GB/monthly $0.33 132-40 Stg-T2 Tier-2 SAN External Fibre Channel storage. Appropriate for use with General Purpose, Medium IO Profile, Average Latency applications. Maximum response <10ms GB/monthly $0.22 132-40 Stg-T3 Tier-3 SAN External Fibre Channel storage. Appropriate for use with Basic Performance, Low IO Profile, High Latency applications. Maximum response <15ms. Requires Virtual Machine. GB/monthly $0.13 132-40 Stg-I/O-Gb Storage I/O Transfer Transfer of data (such as files or objects) across the Cloud Provider's Network. Measured in gigabits. Gb transferred monthly $0.02 132-40 Stg-I/O-Req Storage I/O requests Data transfer requests made Each 1000 requests/month $0.08 132-40 Stg-NAS Network Attached Storage General Purpose NAS Transport Layer, File Services response <15Ms. Requires Virtual Machine. GB/monthly $0.45 132-40 Stg-Obj Object Object Based Archive. Low performance storage for long term, archival purposes GB/monthly $0.05 132-40 BU-Local Backup to local storage Deduplicated backup service comprising of weekly full and nightly incremental. Backups are retained locally for 30 days GB/monthly $0.22 132-40 BU-Dedup Backup with off site storage Deduplicated backup service comprising of weekly full and nightly incremental. Backups are replicated off site and retained for 30 days GB/monthly $0.35 132-40 BU-Disk-LT Archive to Tape One time backup to tape for data retention purposes GB/monthly $0.05 132-40 WIN-vCPU-Lic OS License Licenses of base Operating System Each vCPU/monthly $28.17 132-40 RH-vCPU-Lic OS License Licenses of base Operating System. Up to 4 vCPU Each vCPU/monthly $50.98 132-40 RH-vCPU-Lic OS Management Licenses of base Operating System. More than 4 vCPU Each vCPU/monthly $112.77 132-40 WIN-OSI Windows OS Software Admin Basic management of Operating System such as file system and access configuration. per VM/monthly $252.71 132-40 LINUX-OSI LINUX OS Software Admin Basic management of Operating System such as file system and access configuration. per VM/monthly $308.38 132-40 OS-Patch OS Software Patching Patching of Operating Systems in order to maintain security compliance per VM/monthly $55.16 132-40 Internet-Bw Internet Bandwidth Internet Bandwidth in or out of customer environment Gb/monthly $0.32 132-40 VPN-S2S Site to Site VPN VPN tunnel between CGI Federal and a customer end point Each/monthly $58.52 132-40 DR-CLD-RAM Compute Capacity/RAM Reserved memory capacity located at the DR site to support recovery GB/Month $31.89 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 54 CGI Federal Inc. IT Schedule 70 Schedule Pricelist SIN MFR PART NO PRODUCT NAME PRODUCT DESCRIPTION UOI GSA PRICE 132-40 DR-CLD-CPU Compute Capacity/CPU Reserved processor capacity located at the DR site to support recovery MHz/month $89.00 132-40 DR-CLD-T1 Storage Capacity SAN capacity in the DR site to locate data to support recovery. GB/Month $0.59 132-40 DR-CLD-BW Replication Bandwidth Bandwidth required to replicate data to the DR site Mb/sec/month $62.20 Note: While CGI Federal does offer Private cloud, it’s not available through the GSA IT Schedule. When additional requirements such as below are required and level of effort can vary, this service is provided via a statement of work using SIN 132-51 for Professional Services. Application Stack Installation Application Stack Management Application Stack Patching Database Installation Database Management Database Patching CGI Federal delivers a la carte cloud services, which are flexible “building blocks” constructed specifically for IT Schedule Contract eligible buyers and configured with the technology necessary to support applications in a cloud hosted environment. In addition, CGI also offers commercial cloud service providers such as Amazon Web Services (AWS) or Microsoft Azure. These commercial cloud service providers deliver comparable cloud services that are both compliant with both FedRAMP authorizations and NIST Special Publication, and are designed to be used by CGI Federal at its option when advantageous to meet customers’ needs under this SIN. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 55 CGI Federal Inc. IT Schedule 70 Schedule Pricelist TERMS AND CONDITIONS APPLICABLE TO INFORMATION TECHNOLOGY (IT) PROFESSIONAL SERVICES and HEALTH IT Services (SPECIAL ITEM NUMBERS 132-51 and 132-56) ****NOTE: All non-professional labor categories must be incidental to, and used solely to support professional services, and cannot be purchased separately. 1. 1.1 SCOPE FOR SPECIAL ITEM# 132-51 a. The prices, terms and conditions stated under Special Item Number 132-51 Information Technology Professional Services apply exclusively to IT Professional Services within the scope of this Information Technology Schedule. b. The Contractor shall provide services at the Contractor’s facility and/or at the ordering activity location, as agreed to by the Contractor and the ordering activity. 1.2 SCOPE FOR SPECIAL ITEM# 132-56 The prices, terms and conditions stated under Special Item Number 132-56 Health Information Technology Services apply exclusively to Health IT Products and Services within the scope of this Information Technology Schedule. a. This SIN provides ordering activities with access to Health IT products and services. b. Health IT Products and Services provided under this SIN shall comply with all Healthcare certifications and industry standards pertaining to the type of products and/or services. c. Products and Services that do not meet the Health IT certifications and industry standards for Healthcare should be listed under other SINs within the IT Schedule 70 solicitation as appropriate. d.Health IT Hardware products provided under this SIN shall comply with the terms and conditions as specified in the IT Schedule 70 Hardware SIN. e. Health IT Software products provided under this SIN shall comply with the terms and conditions at specified in the IT Schedule 70 Software SINs. f. Health IT Cloud Services provided under this SIN shall comply with the terms and conditions at specified in the IT Schedule 70 Cloud SIN. g.The Contractor shall provide services at the Contractor’s facility and/or at the ordering activity location, as agreed to by the Contractor and the ordering activity. 2. PERFORMANCE INCENTIVES I-FSS-60 PERFORMANCE INCENTIVES (APRIL 2000) a. Performance incentives may be agreed upon between the Contractor and the ordering activity on individual fixed price orders or Blanket Purchase Agreements under this contract. b. The ordering activity must establish a maximum performance incentive price for these services and/or total solutions on individual orders or Blanket Purchase Agreements. c. Incentives should be designed to relate results achieved by the contractor to specified targets. To the maximum extent practicable, ordering activities shall consider establishing incentives where performance is critical to the ordering activity’s mission and incentives are likely to motivate the contractor. Incentives shall be based on objectively measurable tasks. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 56 CGI Federal Inc. IT Schedule 70 Schedule Pricelist 3. ORDER a. Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering services under this contract. Blanket Purchase Agreements shall not extend beyond the end of the contract period; all services and delivery shall be made and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232-19 (Deviation – May 2003) Availability of Funds for the Next Fiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available. b. All task orders are subject to the terms and conditions of the contract. In the event of conflict between a task order and the contract, the contract will take precedence. 4. PERFORMANCE OF SERVICES a. The Contractor shall commence performance of services on the date agreed to by the Contractor and the ordering activity. b. The Contractor agrees to render services only during normal working hours, unless otherwise agreed to by the Contractor and the ordering activity. c. The ordering activity should include the criteria for satisfactory completion for each task in the Statement of Work or Delivery Order. Services shall be completed in a good and workmanlike manner. d. Any Contractor travel required in the performance of IT Services must comply with the Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed. Established Federal Government per diem rates will apply to all Contractor travel. Contractors cannot use GSA city pair contracts. 5. STOP-WORK ORDER (FAR 52.242-15) (AUG 1989) a. The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either- 1. Cancel the stop-work order; or 2. Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract. b. If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if- 1. The stop-work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract; and DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 57 CGI Federal Inc. IT Schedule 70 Schedule Pricelist 2. The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract. c. If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement. d. If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order. 6. INSPECTION OF SERVICES In accordance with FAR 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (MAR 2009) (DEVIATION I - FEB 2007) for Firm-Fixed Price orders and FAR 52.212-4 CONTRACT TERMS AND CONDITIONS COMMERCIAL ITEMS (MAR 2009) (ALTERNATE I OCT 2008) (DEVIATION I – FEB 2007) applies to Time-and-Materials and Labor-Hour Contracts orders placed under this contract. 7. RESPONSIBILITIES OF THE CONTRACTOR The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. If the end product of a task order is software, then FAR 52.227-14 (Dec 2007) Rights in Data – General, may apply. 8. RESPONSIBILITIES OF THE ORDERING ACTIVITY Subject to security regulations, the ordering activity shall permit Contractor access to all facilities necessary to perform the requisite IT Professional Services and Health IT Professional Services. 9. INDEPENDENT CONTRACTOR All IT Professional Services performed by the Contractor under the terms of this contract shall be as an independent Contractor, and not as an agent or employee of the ordering activity. 10. ORGANIZATIONAL CONFLICTS OF INTEREST a. Definitions. “Contractor” means the person, firm, unincorporated association, joint venture, partnership, or corporation that is a party to this contract. “Contractor and its affiliates” and “Contractor or its affiliates” refers to the Contractor, its chief executives, directors, officers, subsidiaries, affiliates, subcontractors at any tier, and consultants and any joint venture involving the Contractor, any entity into or with which the Contractor subsequently merges or affiliates, or any other successor or assignee of the Contractor. An “Organizational conflict of interest” exists when the nature of the work to be performed under a proposed ordering activity contract, without some restriction on ordering activities by the Contractor and its affiliates, may either (i) result in an unfair competitive advantage to the Contractor or its affiliates or (ii) impair the Contractor’s or its affiliates’ objectivity in performing contract work. b. To avoid an organizational or financial conflict of interest and to avoid prejudicing the best interests of the ordering activity, ordering activities may place restrictions on the Contractors, its affiliates, chief executives, directors, subsidiaries and subcontractors at any tier when placing DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 58 CGI Federal Inc. IT Schedule 70 Schedule Pricelist orders against schedule contracts. Such restrictions shall be consistent with FAR 9.505 and shall be designed to avoid, neutralize, or mitigate organizational conflicts of interest that might otherwise exist in situations related to individual orders placed against the schedule contract. Examples of situations, which may require restrictions, are provided at FAR 9.508. 11. INVOICES The Contractor, upon completion of the work ordered, shall submit invoices for IT Professional services. Progress payments may be authorized by the ordering activity on individual orders if appropriate. Progress payments shall be based upon completion of defined milestones or interim products. Invoices shall be submitted monthly for recurring services performed during the preceding month. 12. PAYMENTS For firm-fixed price orders the ordering activity shall pay the Contractor, upon submission of proper invoices or vouchers, the prices stipulated in this contract for service rendered and accepted. Progress payments shall be made only when authorized by the order. For time-and-materials orders, the Payments under Time-and-Materials and Labor-Hour Contracts at FAR 52.212-4 (MAR 2009) (ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007) applies to time-and-materials orders placed under this contract. For labor-hour orders, the Payment under Time-and-Materials and Labor-Hour Contracts at FAR 52.212- 4 (MAR 2009) (ALTERNATE I – OCT 2008) (DEVIATION I – FEB 2007) applies to labor-hour orders placed under this contract. 52.216-31(Feb 2007) Time-and-Materials/Labor-Hour Proposal Requirements—Commercial Item Acquisition As prescribed in 16.601(e)(3), insert the following provision: a. The Government contemplates award of a Time-and-Materials or Labor-Hour type of contract resulting from this solicitation. b. The offeror must specify fixed hourly rates in its offer that include wages, overhead, general and administrative expenses, and profit. The offeror must specify whether the fixed hourly rate for each labor category applies to labor performed by— 1. The offeror; 2. Subcontractors; and/or 3. Divisions, subsidiaries, or affiliates of the offeror under a common control. 13. RESUMES Resumes shall be provided to the GSA Contracting Officer or the user ordering activity upon request. 14. INCIDENTAL SUPPORT COSTS Incidental support costs are available outside the scope of this contract. The costs will be negotiated separately with the ordering activity in accordance with the guidelines set forth in the FAR. 15. APPROVAL OF SUBCONTRACTS The ordering activity may require that the Contractor receive, from the ordering activity's Contracting Officer, written consent before placing any subcontract for furnishing any of the work called for in a task order. 16. DESCRIPTION OF IT PROFESSIONAL SERVICES (SIN 132-51) AND HEALTH INFORMATION TECHNOLOGY SERVICES (132-56) a. The Contractor shall provide a description of each type of IT Service offered under Special Item Numbers 132-51 IT Professional Services and 132-56 Health Information Technology Services DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 59 CGI Federal Inc. IT Schedule 70 Schedule Pricelist should be presented in the same manner as the Contractor sells to its commercial and other ordering activity customers. If the Contractor is proposing hourly rates, a description of all corresponding commercial job titles (labor categories) for those individuals who will perform the service should be provided. b. Pricing for all IT Professional Services and Health IT Services shall be in accordance with the Contractor’s customary commercial practices; e.g., hourly rates, monthly rates, term rates, and/or fixed prices, minimum general experience and minimum education. Information Technology Services Strategy CGI Federal is a recognized leader in collaborative engagements with Federal Agencies to develop effective Information Technology (IT) Strategies and Management Processes that maximize IT investments and leverage an Agency’s limited financial and human resources. CGI Federal recognizes that Federal Agencies face increasing pressure to leverage IT to drive operational efficiencies, reinvent programs and organizations, and to secure high returns on IT expenditures. Further, most Federal business strategies are increasingly reliant on the effective use of IT to meet Agency goals and objectives. CGI Federal provides Federal agencies with analytical support and leadership in the development of Information Strategies and Plans for their organizations, for specific Agency programs, and for special IT initiatives, such as modernization, cloud computing, data analytics, digital transformation, and increasingly complex regulatory environments. Our strategies and plans map required future states (identified in Strategic Business Plans) to their supporting IT capabilities, spotlight which capabilities must be modernized, consolidated, or enhanced, and plan the necessary investments in architecture to realize the desired end state. Our pragmatic IT strategies and plans prioritize potential IT investments, clearly communicate the planned role of IT in the Agency’s future, and delineate the implementation roles and responsibilities required for success. Our implementation roadmap includes: Strategic Business Plans IT Policy Implementation; how IT will support the enterprise mission IT Strategic Plans and Roadmaps; how the IT Vision will be implemented Information Architectures and Technology Architectures IT Performance Measurement Systems Infrastructure Capacity Planning and Regulatory Compliance. CGI Federal also recognizes that Federal agencies face pressure on budgets and staffing available to implement their IT strategies. This makes it imperative for agencies to derive maximum leverage from existing IT assets and resources. CGI Federal helps Federal agencies develop best practices for managing their IT processes and projects. These best practice models include development of: Processes to effectively plan and prioritize IT investments in conjunction with Agency Capital Planning and Investment Control (CPIC) processes Optimized System Development Life Cycle (SDLC) methodologies Frameworks to identify and manage business and technical risk in large IT projects Programs to assess and improve the quality of applications and data. CGI Federal can also provide consulting services for: Technology/Tools Analysis — Assists agencies in effectively evaluating and utilizing new technologies. We can identify options by analyzing industry offerings, evaluating proposed solutions, and supporting agency procurements. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 60 CGI Federal Inc. IT Schedule 70 Schedule Pricelist IT Policies, Procedures, and Standards — Assists agencies with developing and implementing IT standards, governance models, and identifying sound information management policies and procedures. For example, data privacy challenges are complicated further by the use of cloud environments as part of an agency’s IT program deliver process. CGI Federal’s client-centric approach ensures a strong focus on the right outcomes at the right time, the agility to quickly adapt to changing conditions, and efficient and accountable project management that leads to operational excellence. Application Portfolio Rationalization — Provides mission analysis, consolidation planning, and consulting to enable agencies to continuously improve and evolve their enterprise application portfolios to address changing business needs and drive long-term value. CGI Federal uncovers the potential for business transformation by combining granular data analysis and collection with continuous business and IT alignment through CGI Federal’s advanced methodologies. Performance Modeling — Conducts application performance modeling in cloud computing environments. Performance modeling enables the system development team to see the effect of complex system component interactions, plan for infrastructure capacity, information assurance and tune the technical architecture. Strategy Consulting — Assists agencies align their business strategy to the appropriate enterprise architecture by identifying key business drivers and translating them to a technology blueprint. This strategic plan can be expanded to include data and application architectures for traditional or cloud- delivered paradigms. CGI Federal defines and maps requirements to appropriate technical and organizational models to design strategic visions for enterprise computing. . A typical strategy identifies the current and likely future requirements for the enterprise architecture, technical and organizational issues that must be addressed to optimize performance, and the approach for enhancements to support business needs. Architecture Design — Translates an agency’s enterprise architecture strategy into technical design requirements. We assess the economics of established versus emerging technologies, adjusted for technical and market risks. We use conceptual and physical models to present a proposed architecture that optimizes performance. Performance is measured by factors such as investment expense, operating cost, system availability, and the degree to which the enterprise architecture can support both existing business strategy and adapt to sustain emerging trends. Operational Assessment — Conducts comprehensive audit and risk studies to evaluate capacity, performance, and data security requirements. We utilize these assessments to identify and prioritize technical and organizational constraints, develop contingency plans, and propose mitigation strategies. Cyber Security Assessment —We work with defense, civilian, and state and local governments to support mission-essential cyber-threat intelligence needs and have developed extensive experience in delivering information security services. Implementation Planning — Provides expert advice throughout the implementation lifecycle to support migration and deployment strategies on an Agency’s behalf. Advanced Communication Planning — Provides expertise in planning and integration for advanced communications technologies (e.g. mobility, voice data and video platform harmonization and spectrum/radio frequency) Network and Capacity Planning —Provides technical analysis, capacity planning, and consulting in support of local area networks (LAN), wide area networks (WAN), wireless networks, and Internet. Services provided include the definition, configuration, administration, tuning, and support of LAN/WAN architecture and data communications issues. We conduct performance modeling and estimation for sizing network and system requirements. We develop technical strategies and network implementation plans. We develop network and system configuration management policies and procedures. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 61 CGI Federal Inc. IT Schedule 70 Schedule Pricelist CGI Federal analyzes network and system response times, access, and password security; LAN-to- host logon and password communications; physical network problems; network issues; deployment of tools for isolating the application environment from the technical platform details (hardware, operating systems, networks); procedures for handling network communications activities; LAN technology; remote change control; software distribution; software installations; communications protocols; and workstation setups. CGI Federal provides consulting services and expertise in WAN administration, public network lines, network protocols, network engineering, wire and cabling design, PBX, router, condenser, and multiplexer services. CGI Federal services ensure that agency major IT initiatives meet quality and cost targets, and support the overall IT strategy. Business Process Renewal Business process renewal is the fundamental redesign of an organization’s business processes to modernize and consolidate processes to maximize business performance. Our business process architects and practitioners evaluate the efficiency and efficacy of specific business processes and design new processes to achieve target performance improvements. CGI Federal Best Practice methodology effectively transforms enterprise organizations into a high performance organizations by integrating and incorporating four disciplines: System development and information technology management Organizational Development Governance and Metrics Change management CGI Federal is expert in helping agencies in business process renewal (BPR) activities, including: Business Process Re-engineering — Business modeling and assessment of as-is and to-be process models and succinct gap analysis. CGI Federal creates business processes to successfully support higher performance. CGI Federal analyzes the activities within business operations, responds to customer needs, and assesses gaps to design lasting changes that transform inputs into value-added outputs. Effective business process renewal is grounded in understanding how organizational development and IT strategy impact agency strategy and mission. CGI Federal business process consultants provide expertise in industry best practices such as ITIL®/ISO 20000, IA/ISO 27000, CMMI and Lean Six Sigma. Organizational Development — Organizational development is the alignment of people with process, structure, and technological change to achieve and sustain higher performance. Carefully analyzed and planned organizational changes can smooth the process of introducing new business processes that incorporate technology and optimize organizational efficacy. Our unique expertise with intellectual property and methodologies helps transform and consolidate enterprise IT environments in the US Federal government, US Fortune 500, and a wide array of global customers. CGI Federal’s expertise with organizational development techniques and process improvements ensure lasting and successful adaptation to change. ITIL® is a registered trade mark of AXELOS Limited, used under permission of AXELOS Limited. All rights reserved. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 62 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Change Management — CGI Federal change management methodologies helps government customers introduce new technology and business processes effectively and efficiently. We help government agency leaders develop processes that prepare their organizations for changes designed to achieve breakthrough performance from the top down. CGI Federal focuses on giving leaders tools to effectively lead and communicate change, reduce resistance to change and inspire even challenging teams to embrace change as quickly as possible. Our Best Practices change management methodology verifies the successful adoption of changes by measuring performance in seven activity areas: communicating the change, leading the change, engaging stakeholders, measuring performance, monitoring readiness for change, organizing for change, and planning for transition. Our Best Practices change management methodology. Governance and Metrics – Business Process engineering is only effective with governance and metrics methodologies to ensure efficacy, compliance and effectively target improvement opportunities. CGI Federal consultants help government managers and executive leaders develop governance models, processes and metrics to manage enterprise IT organizations. Our experts help executive leadership develop data, metrics and reporting to provide insights and manage complex business processes. Systems Analysis and Design CGI Federal provides analysis and design for the development of business aligned systems and custom interfaces between systems. Design activities address all information technologies, including: software development, data analytics, cyber security management, infrastructure (e.g. cloud), and information assurance. CGI Federal experts drive the development of new ideas and breakthrough solutions through close collaboration with clients, thought leadership, centers of excellence, and partnerships with industry innovators. CGI Federal’s experts develop and recommend changes to agency architecture artifacts (e.g. DoDAF and FEAF). CGI Federal experts collaborate with agency subject matter experts to create designs that meet mission requirements with acceptable levels of risk and cost. For example, we leverage data modelling techniques to integrate complex business data requirements into a consolidated data model. Our data mapping exercises ensure that all physical details and DBMS available features are optimally managed for a successful deployment. CGI Federal help clients prepare to shift from an on-premises delivery model to a Service oriented architecture through skilled expertise, evolutionary planning, and implementation services. CGI Federal connects the right people and processes with agency services. CGI Federal experts help clients assess their SOA readiness and build a practical and clear path to move forward, including: Aligning SOA with business strategy Developing the organizational structures and executive champions that promote the right behavior Putting a SOA budget mechanism in place Developing communications processes to engage with and understand the needs of all stakeholders Creating an project roadmap that assures project success In addition to developing business system concepts, general designs, and detailed designs, we are experienced in many structured analysis and design techniques. Information Engineering state transition diagrams, data flow diagrams, entity-relationship models, data models, business process models, and activity models are all part of our portfolio. We have experienced user interface experts (human factors experts, usability testing experts) to assist in designing and developing intuitive systems. Our User DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 63 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Interface and Digital Media Laboratory lets us conduct usability testing on applications before deployment. Systems Development and Implementation CGI Federal is expert in providing a secure solution-based approach to systems development and implementation. CGI Federal is adept in all of the activities necessary to develop a system solution and build a computer application. Our solutions creatively address the unique characteristics of the business problem. Our development process includes structured analysis and design, information engineering, and architected software techniques. We are experienced in systems integration of custom and package components and technologies. CGI Federal designs, develops, tests, and installs systems in a variety of environments, including: cloud, mainframe, big data, electronic commerce, high-performance computing, electronic data interchange (EDI), data warehousing, decision support, and management reporting. We develop enterprise content management systems, and the service desk, workflow management tools and computer telephony integration (CTI)/voice technology. Our project approach: Prepares overall designs and detailed specifications for system components. Ensures that software components meet business needs and are technically feasible. Crafts the components necessary to build the organization’s technical vision. Creates and delivers fully tested functional systems and operational software components. Integrates quality checks, and ensures that each part of the system is constructed to specifications. Assembles the components into a working system. CGI Federal provides holistic support for enterprise systems development and installation by addressing: The architectural complexity of connecting internal and external users, organizations, and systems through public, private and hybrid network configurations The underlying technical issues of the network, protocols, topologies, and architectures Security and controls technologies that secure systems and enable the use of public networks Strengths and weaknesses of emerging development environments Research of user interface (UI) and security technologies UI usability testing, with emphasis on navigation of multi-part forms and error notification and correction Integration of web and cloud technologies with existing back-end systems Development of custom integrations between systems CGI Federal systems installation services include full operational, administrative, and implementation support Conversion and Implementation Support CGI Federal supports the entire enterprise content lifecycle to develop new methods of digitizing both structured and unstructured data and align business processes to accelerate digital transformation. We advise on strategy and architecture, program design, and implementation. CGI Federal provides expert services in conversion and implementation support for both new custom and COTS systems. Conversion services include data mapping, conversion design and development, conversion testing, and conversion execution. Implementation services include managing and coordinating the implementation of system applications throughout all phases of the systems implementation life-cycle. Implementation includes planning, requirements analysis, design, development, testing, installation, and post-implementation support. Conversion and implementation DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 64 CGI Federal Inc. IT Schedule 70 Schedule Pricelist services cover the full range of conversion situations, ranging from system consolidation to comprehensive system modifications. CGI Federal conducts organizational and operational readiness assessments to prepare organizations for transition to new systems and technologies, and present a roadmap. We identify and conduct change management activities in support of the new system implementation. We help define policies and procedures to support the new system. CGI Federal develops and manages implementation schedules and roll-out plans to support the transition to the new system. We manage implementation tasks, schedule training, and manage software releases. CGI Federal establishes and manages hotline/helpdesk functions and provides post-implementation support for end users. We manage and report on pre- and post-implementation activities. Project Management CGI Federal’s PMP certified experts support large scale technology innovations for government agencies. Our Project Managers provide management and coordination for systems integrations through all phases of the systems development life-cycle, including planning, requirements analysis, design, development, testing, installation, and evaluation. CGI Federal projects leaders leverage PMBOK best practices by developing and tracking work plans, milestones, and deliverables. We develop and manage staffing plans to ensure that the appropriate resources are identified and deployed to keep project schedules and budgets on target. CGI Federal establishes effective tracking and reporting mechanisms for reporting open issues, action items and project risks. Our task-based approach ensures that project risk management is effectively managed and owned. For each identified project risk our experts devise a detailed mitigation strategy that is integrated into the overall project work plan. CGI Federal project quality management plans include an overview of the project; a summary of project scope, phase activities, and major deliverables; a summary of major activities related to quality management processes such as issue tracking and resolution and change management and control; a description of planned reviews and participants; and a summary of how quality management activities and risks will be managed and addressed. Database Planning and Design CGI Federal uses data modeling techniques to integrate the most complex Federal business data requirements. Data analysis and the data model itself are effective tools to document the database and ‘explain’ the business to the application community. Our analysis activity includes a serious data mapping exercise that ensures a successful migration from a legacy database to a new one. CGI Federal’s Database Design consultants plan a series of activities ensures that operations-related activities cannot cause any harm to applications essential for future operations. CGI Federal provides expert consulting services in all aspects of data design and management, including: RDBMS and no SQL database technologies On-line transaction processing (OLTP) systems and data warehouses Data warehouse justification, feasibility, and proof-of-concept studies, and data warehouse design and development Data warehousing tools and techniques that help store and manage large amounts of data Data modeling, entity relationship diagrams (ERD), and logical and physical database design Database performance tuning DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 65 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Decision support and on-line analytical processing (OLAP) tools Business Intelligence and Advanced Analytics reporting tools Management reporting tools. CGI Federal also provides expert consulting services in data mining (advanced analytics) and modeling. Data mining and advanced analytics enable organizations to find meaning in their data. By discovering new patterns or fitting models to the data, Federal organizations can extract information to develop strategies and answer complex business questions. We assist managers better understand what’s happening in their organizations by discovering new patterns in their data and provide techniques to extract, transform and load (ETL) large amounts of data. Cyber CGI Federal’s Cyber Security Consulting Practice (CSCP) delivers cyber security solutions to military, intelligence, civilian and commercial clients. Our ongoing experience managing and training skilled, cleared teams who perform computer network operations and information assurance work in both classified and unclassified networking environments is well recognized within the industry. CGI Federal has extensive experience with multiple DoD agencies’ cyber-related activities in systems and network engineering, computer network defense, information assurance, and certification and accreditation (C&A). CGI Federal is a leader in the training and implementation of cyber security strategies that translate a vision into operational practice and ensure an industry proven security posture. CGI Federal’s Cyber Security Consulting Practice employs automated vulnerability discovery tools and manual testing tailored to the environment. CGI Federal incorporates current research on newly- discovered vulnerabilities. We use a flexible methodology and provide consulting on a wide variety of Cyber and Information assurance activities: Certification and Accreditation Security Operations Center Management Computer Network Defense Cyber risk assessments Defense in Depth strategy development Information Assurance and Policy development Architecture and framework decisions Application security assessments Sensitive data exposure Computer Forensics DOD 8570, NIST and FISMA compliance analysis CGI Federal’s team evaluation techniques are primarily derived from the OWASP testing guides, SANS Institute, and federal guidelines recommended by NISTOur proactive team performs application security evaluations as a major element of security programs. CGI Federal integrates security into the system development lifecycle (SDLC). Our early evaluation methodology verifies that our clients’ systems operate securely and resiliently against internal and external attacks. Any defects can be resolved with minimal impact on schedule and cost, and development teams can correct insecure coding practices. Training CGI Federal provides world class expertise in development and delivery of classroom-based and computer-based training for commercial off-the-shelf software and custom systems. CGI Federal’s approach to training follows the industry-standard Instructional Systems Design (ISD) methodology. We DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 66 CGI Federal Inc. IT Schedule 70 Schedule Pricelist assess the prevailing attitude about the new system or organization, previous experience with similar changes, and preferred means of learning to develop an approach for conveying knowledge about specific components and how they work together. Our training services include: Instructor-led training development and delivery Text-based instructional design and development Interactive computer-based training development Consulting for enterprise-wide educational effectiveness Train-the-trainer materials development and delivery Interactive computer-based training development Electronic performance support systems development. CGI Federal tailors training needs and performance analysis to maximize efficacy and return on investment for our customers. CGI Federal training takes into account business processes, work settings, technologies and organizational change management to ensure the training delivery meets the customer’s schedule and needs. Facilities Maintenance and Asset Management CGI Federal offers a full range of Facilities Maintenance and Asset Management services to Government agencies, employing the latest maintenance information systems and information technology solutions. The specific consulting services offered include: Asset and Maintenance Management Consulting to support a full range of Asset Management activities, including assessment, planning and scheduling, data capture, physical asset validation, training, business process re-engineering support, strategy, organizing and implementing a complete asset management and maintenance program, and project management. Asset Management System Integration using functional and industry knowledge of the enterprise asset management (EAM) environment and re-engineering expertise to fully support EAM requirements analysis, EAM integration/implementation, and integrated maintenance process. CGI Federal’s EAM approach includes supply chain and logistics. Asset and Maintenance Engineering Analysis strategy to improve Asset and Facilities Maintenance Management through the effective use of reliability-centered maintenance methodologies, preventive maintenance standards development, assessment, benchmarking, material condition assessment, work force - work load balancing, and preventive maintenance plan and route development. Asset and Maintenance Information Technology Solutions that focus on improving business process and applying technology to enable improvements in Asset and Facilities Maintenance Management using mobile computing solutions, pen computers, bar coding, RFID, integration of mobile and host system technologies, client/server applications, system architecture, communications (wired serial (direct or modem), networking, local area wireless, and wide area wireless (radio and cellular)), maintenance support tools, touch memory, digital photography/video, and wearable/ voice activated computers. Asset and Maintenance Logistics that combine industry expertise and technical insights to find solutions for logistics and maintenance problems using logistics systems, logistics maintenance on-site support, logistics training, configuration management, inventory planning and control, and logistics procedures and documentation. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 67 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Asset and Maintenance Effectiveness Reviews that capitalize and build on in-place systems and processes and ensure the best asset management and maintenance approach is being used (such as review of in-place scheduled/unscheduled maintenance). Risk-Based Asset and Maintenance Strategies that take into account the critical nature of unscheduled “downtime” and how it relates to overall performance based on assessing and prioritizing activities based on contribution, evaluating effects of maintenance reductions on asset and facilities performance, and maximizing the assets and facilities performance. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 68 CGI Federal Inc. IT Schedule 70 Schedule Pricelist SIN 132-51 and SIN 132-56 - CGI Federal Labor Categories and Descriptions CGI Federal has structured the GSA Information Technology Schedule labor categories to provide customers and clients with the flexibility to acquire the specific skills, education, and experience levels that are appropriate for the customer’s specific requirements. Thirty eight (38) Specialty categories are identified each with multiple levels which reflect increasing education and/or experience. Each Specialty labor category is presented in terms of a broad description for the functional responsibilities. Each of the levels identifies the minimum education and general experience. Labor Categories Education and Experience Level Description HS/GED Bachelor Master PhD 1 Associate 0 0 0 0 2 Intermediate 7 3 1 0 3 Journeyman 10 6 4 2 4 Senior 13 9 7 5 5 Expert 16 12 10 8 Labor Categories and Descriptions Specialty Descriptions Software Developer/ Programmer Develop, create, and modify general computer applications software or specialized utility programs. Analyze user needs and develop software solutions. Develop software or customize software for client use with the aim of optimizing operational efficiency. May analyze and design databases within an application area, working individually or coordinating database development as part of a team. May supervise computer programmers. Software Architect/Engineer Research, design, develop, and test operating systems-level software, compilers, and network distribution software. Set operational specifications and formulate and analyze software requirements. May design embedded systems software. Apply principles and techniques of multiple domain analysis. Software Designer Create, modify, and test the code, forms, and script that allow computer applications to run. Work from specifications drawn up by software developers or other individuals. Design software or customize software for client use with the aim of optimizing operational efficiency. May assist software developers by analyzing user needs and designing software solutions. May develop and write computer programs to store, locate, and retrieve specific documents, data, and information. Software Tester Design, implement, and conduct test and evaluation procedures to ensure system requirements are met. Develop, maintain, and upgrade automated test scripts and architectures for application products. Write, implement, and report status for system test cases for testing. Analyze test cases and provide regular progress reports. Serve as subject matter specialist providing testing know-how for the support of user requirements of complex to highly complex software/hardware applications. Direct and/or participate in all phases of risk management assessments and software/hardware development with emphasis on analysis of user requirements, test design and test tools selection. Quality Engineer Develops, modifies, applies and maintains quality evaluation and control systems and protocols. Collaborates with other functions to ensure quality standards are in place. Devises and implements methods and procedures for inspecting, testing and evaluating the precision and accuracy of functionality. Designs and analyzes inspection and testing processes; conducts quality assurance tests; and performs statistical analysis to assess the cost of and determine the responsibility for, systems or materials that do not meet required standards and specifications. Audits quality systems for deficiency identification and correction. Ensures that corrective measures meet acceptable reliability standards and that documentation is compliant with requirements. Prepares reports and makes recommendations. Quality Control Specialist Responsible for performing tests on computer applications to isolate and solve issues. Initiates tests, analyzes results, and finds solutions to technical problems. Design and executes test plans on computer applications. Record and document results and compare to expected results. Detect software failures so that defects may be discovered and corrected. Generate historical analysis of test results. Help Desk Manager Supervises and directs overall operation of the help desk. Ensures standard methodology is followed and projects are successfully completed within resource constraints. Collaborates with other functions to ensure quality is maintained. Develops metrics to track and adhere to service level agreements Help Desk Specialist Provide phone, email, web, and in-person support to users in the areas of e-mail, directories, computer operating systems, desktop applications for all types of computer systems, and applications developed. Serve as the first point of contact for troubleshooting hardware/software, all types of computer systems (PC and Mac), and printer problems. Help Desk Call Center Coordinator Responsible for handling incoming calls and recording incidents. Serves as the initial point of contact for troubleshooting problems. Database Administrator Administer, test, and implement computer databases, applying knowledge of database management systems. Provides expertise and guidance in logical and physical database design, development, operations, security and maintenance. Evaluates and advises on data processing techniques, database management, and management information systems, concepts, and applications. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 69 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Specialty Descriptions Data Architect/Engineer Design and develop databases, relational databases, Data Warehouses and Multidimensional Databases. Develops strategies for data acquisitions, archive recovery, and implementation of a database. Define and execute how the data will be stored, consumed, integrated and managed by different data entities and IT systems, as well as any applications using or processing that data in some way. Data Specialist/ Web Content Analyst Develop and lead data improvement projects. Design, create, and modify data sets, to include Web site development. Analyze user needs to implement data and Web content, graphics, performance, and capacity. Integrate data/Web sites with other computer applications utilizing multimedia content. Data Scientist Develop, refine and scale data management and analytics procedures, systems, workflows, best practices and other issues, through statistical modeling experience and technical engineering skills. Identify and utilize appropriate statistical techniques on available data. Analyze and interpret results of new data on existing data resources. Develop best practices for instrumentation and experimentation Functional Analyst Provides business, strategic, or analytical expertise in support of project. Provides an understanding of the client’s objectives and has extensive knowledge of typical core processes. Offers knowledge, experience, and insight in a particular area, or domain. Functional Business Process Analyst Formulates and defines systems scope and objectives based on both user needs and a thorough understanding of business systems, technical, and industry requirements. Devises or modifies procedures to solve complex problems. Includes analysis of business and user needs, documentation of requirements, and provides consultation on projects and participates in requirements analyses, data gathering, interviews, and facilitated sessions. Functional Subject Matter Expert Provides technical, managerial, or administrative direction for problem definition, analysis, requirements development and implementation for complex to extremely complex systems in the subject matter area. Makes recommendations and advises on system improvements in the following specialties: information systems architecture; networking; telecommunications; automation; communications protocols; risk management/electronic analysis; software; life-cycle management; software development methodologies; and modeling and simulation. Also provides technical, managerial, or administrative direction for functional domains, related to IT systems and projects. These domains may include but, are not limited to, security, financial, or organizational aspects of a project needed to ensure client success. Hardware/Network Manager Evaluates hardware and software, troubleshoot local-, metropolitan-, and wide-area networks (LAN/MAN/WAN) and other network related problems; provide technical expertise for performance and configuration of networks. Perform general LAN/MAN/WAN administration; provide technical leadership in the integration and test of complex large-scale computer integrated networks. Oversee network control center. Supervise maintenance of systems. Coordinate with all responsible users and sites. Supervise staff. Hardware/Network Administrator Install, configure, and support an organization's local area network (LAN), wide area network (WAN), and Internet systems or a segment of a network system. Monitor network to ensure network availability to all system users and may perform necessary maintenance to support network availability. May monitor and test Web site performance to ensure Web sites operate correctly and without interruption. May assist in network modeling, analysis, planning, and coordination between network and data communications hardware and software. May supervise computer user support specialists and computer network support specialists. May administer network security measures. Hardware/Network Designer Design and implement computer and information networks, such as local area networks (LAN), wide area networks (WAN), intranets, extranets, and other data communications networks. Perform network modeling, analysis, and planning. May also design network and computer security measures. May research and recommend network and data communications hardware and software. Hardware/Network Architect/Engineer Plans, designs and implements local and wide-area network solutions between multiple platforms and protocols (including IP and VOIP). Supports/troubleshoots network issues and coordinates for installation of such items as routers and switches. Works on project implementation. Provides training and assists with proposal writing. Conducts project planning, cost analysis and vendor comparisons. Security Manager Responsible for determining enterprise information security standards. Develop and implements information security standards and procedures. Provide tactical information security advice and examining the ramifications of new technologies. Ensure that all information systems are functional and secure. Oversee security control. Supervise security systems. Coordinate with all responsible users and sites. Supervise staff. Security Analyst Analyzes and defines security requirements. Verifies system protections meet designated certification and accreditation criteria. Plan, implement, upgrade, or monitor security measures for the protection of computer networks and information. May ensure appropriate security controls are in place that will safeguard digital files and vital electronic infrastructure. May respond to computer security breaches and viruses. Security CIP Architect/SME Designs and implements strategies, policies, procedures and building a complete, proactive IT security plan that impacts the infrastructure, the operating systems, the data and the greater good of the organization. Synthesizes data and develops exercises and training to identify and/or prevent intrusions. Performs inventory of critical cyber assets and conducts testing on backup and recovery procedures. Develop strategies to meet regulatory compliance requirements. Responsible for recommending informational and operational technology integration. Security Architect/Engineer Gain a thorough understanding of the customer organization’s systems. Perform vulnerability analysis and "Black Hat" testing . Recommend improvements and security updates for both hardware and software systems. Develop, monitor, and enforce user policies and protocols. Establish countermeasures that protect the system again unauthorized Develop strategies to meet regulatory compliance requirements. Program Manager Responsible for organizing, directing, and managing all aspects of contract operational support functions involving multiple complex and inter-related project tasks that often require managing teams of contractor personnel at multiple locations. Provide overall direction of program activities. Manage and maintain contractor interface with the senior levels of the customer’s organization. Consult with customer and contractor personnel to formulate and review task plans and deliverables, ensuring conformance with program and project task schedules and costs and contractual obligations. Establish and maintain technical DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 70 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Specialty Descriptions and financial reports to show progress of projects to management and customers, organize and assign responsibilities to subordinates, oversee the successful completion of all assigned tasks, and assume the initiative and provide support to marketing personnel in identifying and acquiring potential business. Project Manager Supervises or directly manages and coordinates project through all phases of the systems development life cycle, including planning, requirements analysis, design, development, testing, installation, and evaluation. Responsible for conducting the project in a timely manner, ensuring the quality of work products, maintaining financial soundness of the project, managing interactions, and reporting progress and issues. Ensures conformance with work standards; interprets policies, procedures, and goals and objectives of the organization. Coordinates work effort with all parties. Reviews work products for quality, completeness, and adherence to design concepts and user requirements. Has significant expertise in managing systems projects. Responsible for client liaison. Project Specialist/Analyst Direct all financial management and administrative activities, such as budgeting, manpower and resource planning and financial reporting. Provides critical data support to a technical team. Research and analysis functions may include budget tracking and financial forecasting, project evaluation and monitoring, maintaining compliance with corporate and public regulations, and performing any data analysis relevant to project tasks. Project analysts define key performance parameters and create regular variance reports to track progress. Prepare timely and submit financial and performance reports. Documentation Technical Writer/Editor Write and/or edit technical documents, including business proposals, reports, user manuals, briefings and presentations, functional descriptions, system specifications, guidelines, special reports, and other project deliverables to meet contract requirements. Develop outlines and drafts for review and approval by technical specialists and project management ensuring that final documents meet applicable contract requirements and regulations. Research and gather technical and background information for inclusion in project documentation and deliverables. Consult relevant information sources, including library resources, technical and financial documents, and client and project personnel, to obtain background information, and verify pertinent guidelines and regulations governing project deliverables. Provide specialized expertise in the design and layout of graphical user interfaces, particularly, screen layouts and functionality for client-server applications (e.g. Microsoft Windows presentation screens). Conduct studies, testing and evaluation of screen prototypes for functionality, ease of use, efficiency, and accuracy. Generates, manipulates, and integrates graphic images, animations, sound, text and video generated with automated tools into consolidated and seamless multimedia programs. Documentation Manager Responsible for providing expertise and project support to facilitate access to information across multiple work environments; promoting and supporting best practices in developing and managing knowledge, information, records and archives. Identifies key information assets (physical records, electronic information, and data), defining how they should be managed throughout their life cycle, and defining the requirements of systems in which those assets are stored and referenced. Provides expertise in the development, presentation, and management of data. Promotes best practices in developing content, messaging, and training materials. May supervise staff in documentation preparation or management. Training Specialist/Developer Designs, develops, documents, and delivers training courses to a wide range of audiences. Employs various training techniques including formal lectures, seminars, tutorials and self-paced exercises, and computer-based training (CBT). Provides professional guidance to managers, analysts, specialists, and programmers in the use of the software. Participates in user-support related tasks. Leads efforts in the areas of training plan development, training material preparation, curricula definition and training course delivery. Training Manager Provide leadership and management for training tasks. Responsible for the effective development, coordination and presentation of training and development programs. Prepare training documents and services that are required to support training requirements in compliance with training policies. May supervise the activity of junior training staff. Maintain contact with the customer to insure that the training meets their needs. Hardware/Network Installer/Field Engineer Organize and direct hardware installations on site surveys. Assess and document current site network configuration and user requirements. Design and optimize network topologies. Analyze and develop new hardware requirements and prepare specifications for hardware acquisitions. Direct and lead preparation of engineering plans and site installation Technical Design Packages. Develop hardware installation schedules. Mobilize installation team. Direct and lead preparation of drawings documenting configuration changes at each site. Prepare site installation and test reports. Coordinate post installation operations and maintenance support. Hardware/Network Site Survey Specialist Conduct site surveys; assess and document current site network configuration and user requirements. Design and optimize network topologies. Analyze existing requirements and prepare specifications for hardware acquisitions. Prepare engineering plans and site installation Technical Design Packages. Develop hardware installation schedules. Prepare drawings documenting configuration changes at each site. Prepare site installation and test reports. Systems Administrator Responsible for the internal or customer administration, maintenance and management of capacity resources for computers at the operating system and infrastructure level. Builds, configures, troubleshoots and integrates new and existing servers to provide service enhancements, application deployments and infrastructure upgrades. Recommends software and hardware enhancements, diagnoses and corrects issues, defines and implements new services with the goal of achieving maximum server uptime and availability for the customers. Responsible for monitoring performance, system usage. Contributes towards the Disaster Recovery Plan (DRP), backup systems and disk configurations. Conducts system analysis and development to keep systems current with changing technologies. Systems Analyst Provides expertise in developing systems involving new technologies, methods, concepts or approaches. May provide supervisory, technical, and administrative direction for personnel performing system development tasks, including the review of work products for correctness, adherence to the design concept and to user standards, and for progress in accordance with schedules. Formulates statements of management, scientific and business problems, and devises procedures for solutions of problems. Performs required analysis of information management and data requirements, develops test plans, procedures and data, and evaluate system, effectiveness and efficiency. Performs system development activities, design configuration management as needed. Systems Architect/Engineer Establish system information requirements in the development of enterprise-wide or large-scale information systems. Design architecture to include the software, hardware, and communications to support the total requirements as well as provide for DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 71 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Specialty Descriptions present and future cross-functional requirements and interfaces. Ensure that the common operating environment is compliant with enterprise architecture and applicable reference models. Evaluate analytically and systematically problems of workflows, organization, and planning and develop appropriate corrective action. Provide daily supervision and direction to staff. Functional Manager Provides knowledge of, and experience with, the management of specific domain areas, which may include, but not limited to, software, hardware, data, quality, or financial expertise. Strong domain expertise to solve complex problems, provide guidance and experience on technical solution implementation, engage resources and/or serves as a domain team leader, perform analyses of client issues, and help to ensure that the IT program meets business needs. Other experience may include implementing business process reengineering, developing financial models, orchestrating change management principles, and conducting performance measurements. May oversee and management specific functional areas. Coordinates with stakeholders affected by functional area. May supervise staff. Functional Business/Financial Analyst Support government financial business practices and incorporate processes into compliant solution. Apply sound accounting, tracking, and data processing principles to the performance of an effort. Identify potential problems and solutions through analysis and recommends solutions. Work with functional specialists, vendors, and customers. Prepare timely and submit financial and performance reports. Apply applications, while adhering to established accounting principles and practices. ERP Business Systems Analyst Provides functional business process analysis for federal ERP systems. Duties include each aspect of traditional and Agile SDLCs. Performs issue resolution and solves complex issues, analyzes financial data, supports interface design, as well as provides training and other activities. May perform quality assurance and other oversight tasks. May be responsible for developing analysis papers, analysis of alternatives, decision papers, and other project deliverables. Ability to perform duties with limited supervision; may supervise others. SERVICE CONTRACT ACT The labor categories that fall under the requirements of the Service Contract Act (SCA) (i.e., non-exempt labor categories) are identified in the matrix below. SCA Matrix SCA Eligible Contract Labor Category SCA Equivalent Code – Title WD Number Technical Writer 30462 Technical Writer II 2015-4281 Illustrator 13042 Illustrator II 2015-4281 Graphic Artist 15080 Graphic Designer 2015-4281 Help Desk Specialist 14160 Personal Computer Support Technician 2015-4281 Software Tester 14103 Computer Systems Analyst III 2015-4281 Project Administrator I 01112 General Clerk II 2015-4281 Program Analyst 1 14071 Computer Programmer I 2015-4281 Technical Support 1 14101 Computer Systems Analyst I 2015-4281 Technical Support 2 14102 Computer Systems Analyst II 2015-4281 Sr. Administrative Support 01020 Administrative Assistant 2015-4281 Jr. Administrative Support 01311 Secretary I 2015-4281 The Service Contract Act (SCA) is applicable to this contract and it includes SCA eligible labor categories. The prices for the indicated SCA labor categories meet the requirements of the U.S. Department of Labor Wage Determination Number(s) identified in the SCA matrix. The prices offered are based on the preponderance of where work is performed and should the contractor perform in an area with lower SCA rates, resulting in lower wages being paid, the task order prices may be discounted accordingly. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 72 CGI Federal Inc. IT Schedule 70 Schedule Pricelist CGI LABOR CATEGORIES & RATES (SPECIAL ITEM NUMBER 132-51 and 132-56) 4/22/16-4/21/17 4/22/17-4/21/18 4/22/18-4/21/19 4/22/19-4/21/20 4/22/20-4/21/21 CY1 CY2 CY3 CY4 CY5 Specialty Name Level CGI Federal Customer CGI Federal Customer CGI Federal Customer CGI Federal Customer CGI Federal Customer Data Architect/Engineer 1 $96.28 $87.08 $98.11 $88.73 $99.97 $90.42 $101.87 $92.14 $103.81 $93.89 Data Architect/Engineer 2 $121.90 $110.26 $124.22 $112.35 $126.58 $114.49 $128.98 $116.66 $131.43 $118.88 Data Architect/Engineer 3 $154.02 $139.31 $156.95 $141.96 $159.93 $144.65 $162.97 $147.40 $166.06 $150.20 Data Architect/Engineer 4 $187.06 $169.20 $190.61 $172.41 $194.24 $175.69 $197.93 $179.03 $201.69 $182.43 Data Architect/Engineer 5 $223.89 $202.50 $228.14 $206.35 $232.48 $210.27 $236.90 $214.26 $241.40 $218.33 Data Scientist 2 $118.95 $107.59 $121.21 $109.63 $123.51 $111.72 $125.86 $113.84 $128.25 $116.00 Data Scientist 3 $151.12 $136.69 $153.99 $139.29 $156.92 $141.93 $159.90 $144.63 $162.94 $147.38 Data Scientist 4 $200.19 $181.07 $203.99 $184.51 $207.87 $188.02 $211.82 $191.59 $215.84 $195.23 Data Scientist 5 $232.36 $210.17 $236.77 $214.16 $241.27 $218.23 $245.86 $222.38 $250.53 $226.60 Data Specialist/ Web Content Analyst 2 $101.44 $91.75 $103.37 $93.49 $105.33 $95.27 $107.33 $97.08 $109.37 $98.92 Data Specialist/ Web Content Analyst 3 $122.51 $110.80 $124.84 $112.91 $127.21 $115.05 $129.63 $117.24 $132.09 $119.46 Data Specialist/ Web Content Analyst 4 $152.23 $137.69 $155.12 $140.31 $158.07 $142.97 $161.07 $145.69 $164.13 $148.46 Data Specialist/ Web Content Analyst 5 $187.05 $169.18 $190.60 $172.39 $194.23 $175.67 $197.92 $179.01 $201.68 $182.41 Database Administrator 1 $74.81 $67.67 $76.23 $68.96 $77.68 $70.27 $79.16 $71.60 $80.66 $72.96 Database Administrator 2 $101.00 $91.36 $102.92 $93.10 $104.87 $94.86 $106.87 $96.67 $108.90 $98.50 Database Administrator 3 $126.86 $114.74 $129.27 $116.92 $131.73 $119.14 $134.23 $121.41 $136.78 $123.71 Database Administrator 4 $166.51 $150.61 $169.67 $153.47 $172.90 $156.39 $176.18 $159.36 $179.53 $162.39 Database Administrator 5 $190.36 $172.18 $193.98 $175.45 $197.66 $178.78 $201.42 $182.18 $205.24 $185.64 Documentation Manager 3 $126.20 $114.15 $128.60 $116.32 $131.04 $118.53 $133.53 $120.78 $136.07 $123.08 Documentation Manager 4 $154.40 $139.65 $157.33 $142.30 $160.32 $145.01 $163.37 $147.76 $166.47 $150.57 Documentation Manager 5 $201.78 $182.51 $205.61 $185.98 $209.52 $189.51 $213.50 $193.11 $217.56 $196.78 Documentation Technical Writer/Editor 1 $67.61 $61.15 $68.89 $62.31 $70.20 $63.50 $71.54 $64.70 $72.90 $65.93 Documentation Technical Writer/Editor 2 $82.41 $74.54 $83.98 $75.96 $85.57 $77.40 $87.20 $78.87 $88.85 $80.37 Documentation Technical Writer/Editor 3 $107.58 $97.30 $109.62 $99.15 $111.71 $101.03 $113.83 $102.95 $115.99 $104.91 Documentation Technical Writer/Editor 4 $133.08 $120.37 $135.61 $122.66 $138.19 $124.99 $140.81 $127.36 $143.49 $129.78 Documentation Technical Writer/Editor 5 $156.10 $141.19 $159.07 $143.87 $162.09 $146.61 $165.17 $149.39 $168.31 $152.23 ERP Business Systems Analyst 1 - - - - $117.96 $108.65 $120.20 $110.71 $122.49 $112.82 ERP Business Systems Analyst 2 - - - - $143.96 $134.55 $146.70 $137.11 $149.48 $139.71 ERP Business Systems Analyst 3 - - - - $176.23 $163.12 $179.58 $166.22 $182.99 $169.38 ERP Business Systems Analyst 4 - - - - $196.50 $179.88 $200.23 $183.30 $204.04 $186.78 ERP Business Systems Analyst 5 - - - - $225.98 $206.88 $230.27 $210.81 $234.65 $214.82 Functional Analyst 2 $111.32 $100.69 $113.44 $102.60 $115.59 $104.55 $117.79 $106.54 $120.02 $108.56 Functional Analyst 3 $139.25 $125.95 $141.90 $128.34 $144.59 $130.78 $147.34 $133.27 $150.14 $135.80 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 73 CGI Federal Inc. IT Schedule 70 Schedule Pricelist 4/22/16-4/21/17 4/22/17-4/21/18 4/22/18-4/21/19 4/22/19-4/21/20 4/22/20-4/21/21 Functional Analyst 4 $167.74 $151.72 $170.93 $154.60 $174.17 $157.54 $177.48 $160.53 $180.86 $163.58 Functional Analyst 5 $198.01 $179.10 $201.77 $182.50 $205.61 $185.97 $209.51 $189.50 $213.49 $193.10 Functional Business Process Analyst 1 $88.69 $80.22 $90.38 $81.74 $92.09 $83.30 $93.84 $84.88 $95.62 $86.49 Functional Business Process Analyst 2 $109.34 $98.89 $111.42 $100.77 $113.53 $102.68 $115.69 $104.63 $117.89 $106.62 Functional Business Process Analyst 3 $152.27 $137.72 $155.16 $140.34 $158.11 $143.00 $161.12 $145.72 $164.18 $148.49 Functional Business Process Analyst 4 $186.99 $169.13 $190.54 $172.34 $194.16 $175.62 $197.85 $178.95 $201.61 $182.35 Functional Business Process Analyst 5 $220.20 $199.16 $224.38 $202.94 $228.65 $206.80 $232.99 $210.73 $237.42 $214.73 Functional Subject Matter Expert 1 $156.45 $141.51 $159.43 $144.20 $162.46 $146.94 $165.54 $149.73 $168.69 $152.58 Functional Subject Matter Expert 2 $177.28 $160.35 $180.65 $163.39 $184.08 $166.49 $187.58 $169.66 $191.14 $172.88 Functional Subject Matter Expert 3 $200.35 $181.21 $204.16 $184.65 $208.04 $188.16 $211.99 $191.74 $216.02 $195.38 Functional Subject Matter Expert 4 $226.05 $204.46 $230.34 $208.34 $234.72 $212.30 $239.18 $216.34 $243.73 $220.45 Functional Subject Matter Expert 5 $250.45 $226.53 $255.21 $230.83 $260.06 $235.22 $265.00 $239.69 $270.03 $244.24 Functional-Business/Financial Analyst 2 $74.24 $67.15 $75.65 $68.43 $77.09 $69.73 $78.55 $71.05 $80.05 $72.40 Functional-Business/Financial Analyst 3 $91.81 $83.04 $93.55 $84.62 $95.33 $86.23 $97.14 $87.86 $98.99 $89.53 Functional-Business/Financial Analyst 4 $114.87 $103.90 $117.05 $105.87 $119.28 $107.89 $121.54 $109.94 $123.85 $112.02 Functional-Business/Financial Analyst 5 $145.64 $131.73 $148.41 $134.23 $151.23 $136.78 $154.10 $139.38 $157.03 $142.03 Functional-Manager 3 $131.52 $118.96 $134.02 $121.22 $136.57 $123.52 $139.16 $125.87 $141.80 $128.26 Functional-Manager 4 $155.05 $140.24 $158.00 $142.90 $161.00 $145.62 $164.06 $148.39 $167.17 $151.21 Functional-Manager 5 $190.22 $172.05 $193.83 $175.32 $197.52 $178.65 $201.27 $182.04 $205.09 $185.50 Hardware/Network Administrator 1 $75.12 $67.95 $76.55 $69.24 $78.00 $70.56 $79.48 $71.90 $80.99 $73.26 Hardware/Network Administrator 2 $93.23 $84.33 $95.00 $85.93 $96.81 $87.56 $98.65 $89.23 $100.52 $90.92 Hardware/Network Administrator 3 $115.34 $104.32 $117.53 $106.30 $119.76 $108.32 $122.04 $110.38 $124.36 $112.48 Hardware/Network Administrator 4 $141.16 $127.68 $143.84 $130.11 $146.58 $132.58 $149.36 $135.10 $152.20 $137.66 Hardware/Network Administrator 5 $182.40 $164.98 $185.87 $168.11 $189.40 $171.31 $193.00 $174.56 $196.66 $177.88 Hardware/Network Architect/Engineer 2 $102.65 $92.84 $104.60 $94.60 $106.59 $96.40 $108.61 $98.23 $110.68 $100.10 Hardware/Network Architect/Engineer 3 $124.98 $113.04 $127.35 $115.19 $129.77 $117.38 $132.24 $119.61 $134.75 $121.88 Hardware/Network Architect/Engineer 4 $152.60 $138.02 $155.50 $140.64 $158.45 $143.31 $161.46 $146.04 $164.53 $148.81 Hardware/Network Architect/Engineer 5 $201.81 $182.53 $205.64 $186.00 $209.55 $189.53 $213.53 $193.13 $217.59 $196.80 Hardware/Network Designer 2 $102.93 $93.10 $104.89 $94.87 $106.88 $96.67 $108.91 $98.51 $110.98 $100.38 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 74 CGI Federal Inc. IT Schedule 70 Schedule Pricelist 4/22/16-4/21/17 4/22/17-4/21/18 4/22/18-4/21/19 4/22/19-4/21/20 4/22/20-4/21/21 Hardware/Network Designer 3 $120.96 $109.41 $123.26 $111.49 $125.60 $113.61 $127.99 $115.77 $130.42 $117.97 Hardware/Network Designer 4 $147.25 $133.19 $150.05 $135.72 $152.90 $138.30 $155.80 $140.93 $158.76 $143.60 Hardware/Network Designer 5 $193.32 $174.85 $196.99 $178.17 $200.74 $181.56 $204.55 $185.01 $208.44 $188.52 Hardware/Network Installer/Field Engineer 1 $73.10 $66.12 $74.49 $67.38 $75.90 $68.66 $77.35 $69.96 $78.82 $71.29 Hardware/Network Installer/Field Engineer 2 $86.42 $78.17 $88.06 $79.66 $89.74 $81.17 $91.44 $82.71 $93.18 $84.28 Hardware/Network Installer/Field Engineer 3 $102.44 $92.65 $104.39 $94.41 $106.37 $96.20 $108.39 $98.03 $110.45 $99.89 Hardware/Network Installer/Field Engineer 4 $129.15 $116.81 $131.60 $119.03 $134.10 $121.29 $136.65 $123.60 $139.25 $125.94 Hardware/Network Installer/Field Engineer 5 $172.01 $155.58 $175.28 $158.54 $178.61 $161.55 $182.00 $164.62 $185.46 $167.75 Hardware/Network Manager 2 $145.73 $131.81 $148.50 $134.31 $151.32 $136.87 $154.20 $139.47 $157.13 $142.12 Hardware/Network Manager 3 $152.66 $138.08 $155.56 $140.70 $158.52 $143.38 $161.53 $146.10 $164.60 $148.88 Hardware/Network Manager 4 $182.03 $164.64 $185.49 $167.77 $189.01 $170.96 $192.60 $174.20 $196.26 $177.51 Hardware/Network Site Survey Specialist 2 $87.63 $79.26 $89.29 $80.77 $90.99 $82.30 $92.72 $83.86 $94.48 $85.46 Hardware/Network Site Survey Specialist 3 $112.81 $102.04 $114.95 $103.98 $117.14 $105.95 $119.36 $107.97 $121.63 $110.02 Hardware/Network Site Survey Specialist 4 $133.00 $120.30 $135.53 $122.59 $138.10 $124.91 $140.73 $127.29 $143.40 $129.71 Hardware/Network Site Survey Specialist 5 $163.04 $147.47 $166.14 $150.27 $169.29 $153.13 $172.51 $156.04 $175.79 $159.00 Help Desk Call Center Coordinator 1 $46.70 $42.24 $47.59 $43.04 $48.49 $43.86 $49.41 $44.69 $50.35 $45.54 Help Desk Call Center Coordinator 2 $53.26 $48.17 $54.27 $49.09 $55.30 $50.02 $56.35 $50.97 $57.42 $51.94 Help Desk Call Center Coordinator 3 $60.79 $54.98 $61.95 $56.02 $63.12 $57.09 $64.32 $58.17 $65.54 $59.28 Help Desk Call Center Coordinator 4 $65.96 $59.66 $67.21 $60.79 $68.49 $61.95 $69.79 $63.13 $71.12 $64.33 Help Desk Manager 3 $99.04 $89.58 $100.92 $91.28 $102.84 $93.02 $104.79 $94.78 $106.78 $96.58 Help Desk Manager 4 $119.55 $108.13 $121.82 $110.18 $124.14 $112.28 $126.49 $114.41 $128.90 $116.59 Help Desk Manager 5 $147.46 $133.38 $150.26 $135.91 $153.12 $138.50 $156.03 $141.13 $158.99 $143.81 Help Desk Specialist 1 $58.59 $53.00 $59.70 $54.01 $60.84 $55.03 $61.99 $56.08 $63.17 $57.14 Help Desk Specialist 2 $75.58 $68.36 $77.02 $69.66 $78.48 $70.98 $79.97 $72.33 $81.49 $73.71 Help Desk Specialist 3 $90.23 $81.62 $91.94 $83.17 $93.69 $84.75 $95.47 $86.36 $97.29 $88.00 Help Desk Specialist 4 $118.02 $106.75 $120.26 $108.78 $122.55 $110.85 $124.88 $112.95 $127.25 $115.10 Help Desk Specialist 5 $137.17 $124.06 $139.78 $126.42 $142.43 $128.82 $145.14 $131.27 $147.90 $133.76 Program Manager 3 $200.35 $181.21 $204.16 $184.65 $208.04 $188.16 $211.99 $191.74 $216.02 $195.38 Program Manager 4 $226.05 $204.46 $230.34 $208.34 $234.72 $212.30 $239.18 $216.34 $243.73 $220.45 Program Manager 5 $250.45 $226.53 $255.21 $230.83 $260.06 $235.22 $265.00 $239.69 $270.03 $244.24 Project Manager 3 $111.17 $100.55 $113.28 $102.46 $115.43 $104.41 $117.63 $106.39 $119.86 $108.41 Project Manager 4 $138.45 $125.23 $141.08 $127.61 $143.76 $130.03 $146.49 $132.50 $149.28 $135.02 Project Manager 5 $175.60 $158.82 $178.94 $161.84 $182.34 $164.91 $185.80 $168.05 $189.33 $171.24 Project Specialist/Analyst 1 $67.84 $61.36 $69.13 $62.53 $70.44 $63.71 $71.78 $64.92 $73.14 $66.16 Project Specialist/Analyst 2 $81.49 $73.71 $83.04 $75.11 $84.62 $76.54 $86.22 $77.99 $87.86 $79.47 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 75 CGI Federal Inc. IT Schedule 70 Schedule Pricelist 4/22/16-4/21/17 4/22/17-4/21/18 4/22/18-4/21/19 4/22/19-4/21/20 4/22/20-4/21/21 Project Specialist/Analyst 3 $113.71 $102.85 $115.87 $104.80 $118.07 $106.80 $120.32 $108.82 $122.60 $110.89 Project Specialist/Analyst 4 $143.67 $129.95 $146.40 $132.42 $149.18 $134.94 $152.02 $137.50 $154.90 $140.11 Quality Control Specialist 1 $77.88 $70.44 $79.36 $71.78 $80.87 $73.14 $82.40 $74.53 $83.97 $75.95 Quality Control Specialist 2 $91.58 $82.84 $93.32 $84.41 $95.09 $86.02 $96.90 $87.65 $98.74 $89.32 Quality Control Specialist 3 $113.80 $102.93 $115.96 $104.89 $118.17 $106.88 $120.41 $108.91 $122.70 $110.98 Quality Control Specialist 4 $140.74 $127.30 $143.41 $129.72 $146.14 $132.18 $148.92 $134.69 $151.74 $137.25 Quality Control Specialist 5 $167.57 $151.57 $170.75 $154.45 $174.00 $157.38 $177.30 $160.37 $180.67 $163.42 Quality Engineer 1 $85.24 $77.10 $86.86 $78.56 $88.51 $80.06 $90.19 $81.58 $91.91 $83.13 Quality Engineer 2 $119.80 $108.36 $122.08 $110.42 $124.40 $112.52 $126.76 $114.65 $129.17 $116.83 Quality Engineer 3 $148.04 $133.90 $150.85 $136.44 $153.72 $139.04 $156.64 $141.68 $159.62 $144.37 Quality Engineer 4 $171.86 $155.44 $175.13 $158.39 $178.45 $161.40 $181.84 $164.47 $185.30 $167.59 Quality Engineer 5 $211.14 $190.98 $215.15 $194.61 $219.24 $198.31 $223.41 $202.07 $227.65 $205.91 Security Analyst 1 $75.78 $68.54 $77.22 $69.84 $78.69 $71.17 $80.18 $72.52 $81.71 $73.90 Security Analyst 2 $95.99 $86.82 $97.81 $88.47 $99.67 $90.15 $101.57 $91.86 $103.50 $93.61 Security Analyst 3 $119.00 $107.63 $121.26 $109.67 $123.56 $111.76 $125.91 $113.88 $128.31 $116.05 Security Analyst 4 $148.43 $134.25 $151.25 $136.80 $154.12 $139.40 $157.05 $142.05 $160.04 $144.75 Security Analyst 5 $192.55 $174.16 $196.21 $177.47 $199.94 $180.84 $203.74 $184.28 $207.61 $187.78 Security Architect/Engineer 2 $103.02 $93.18 $104.98 $94.95 $106.97 $96.75 $109.00 $98.59 $111.08 $100.47 Security Architect/Engineer 3 $141.07 $127.60 $143.75 $130.02 $146.48 $132.49 $149.26 $135.01 $152.10 $137.58 Security Architect/Engineer 4 $193.08 $174.63 $196.75 $177.95 $200.49 $181.33 $204.30 $184.77 $208.18 $188.28 Security Architect/Engineer 5 $253.94 $229.68 $258.76 $234.04 $263.68 $238.49 $268.69 $243.02 $273.80 $247.64 Security CIP Architect/SME 2 $129.23 $116.89 $131.69 $119.11 $134.19 $121.37 $136.74 $123.68 $139.33 $126.03 Security CIP Architect/SME 3 $159.34 $144.12 $162.37 $146.86 $165.45 $149.65 $168.60 $152.49 $171.80 $155.39 Security CIP Architect/SME 4 $165.12 $149.35 $168.26 $152.19 $171.45 $155.08 $174.71 $158.03 $178.03 $161.03 Security CIP Architect/SME 5 $230.23 $208.24 $234.60 $212.20 $239.06 $216.23 $243.60 $220.34 $248.23 $224.52 Security Manager 3 $139.69 $126.34 $142.34 $128.74 $145.05 $131.19 $147.80 $133.68 $150.61 $136.22 Security Manager 4 $166.18 $150.31 $169.34 $153.17 $172.55 $156.08 $175.83 $159.04 $179.17 $162.06 Security Manager 5 $221.26 $200.13 $225.46 $203.93 $229.75 $207.81 $234.11 $211.76 $238.56 $215.78 Software Architect/Engineer 1 - - - - $117.03 $107.14 $119.25 $109.18 $121.52 $111.25 Software Architect/Engineer 2 $127.96 $115.73 $130.39 $117.93 $132.87 $120.17 $135.39 $122.45 $137.97 $124.78 Software Architect/Engineer 3 $158.70 $143.54 $161.72 $146.27 $164.79 $149.05 $167.92 $151.88 $171.11 $154.76 Software Architect/Engineer 4 $209.89 $189.84 $213.88 $193.45 $217.94 $197.12 $222.08 $200.87 $226.30 $204.68 Software Architect/Engineer 5 $250.89 $226.93 $255.66 $231.24 $260.51 $235.64 $265.46 $240.11 $270.51 $244.67 Software Designer 1 $87.27 $78.93 $88.93 $80.43 $90.62 $81.96 $92.34 $83.52 $94.09 $85.10 Software Designer 2 $103.85 $93.93 $105.82 $95.71 $107.83 $97.53 $109.88 $99.39 $111.97 $101.27 Software Designer 3 $129.35 $116.99 $131.81 $119.21 $134.31 $121.48 $136.86 $123.79 $139.46 $126.14 Software Designer 4 $176.18 $159.35 $179.53 $162.38 $182.94 $165.46 $186.41 $168.61 $189.96 $171.81 Software Designer 5 $211.01 $190.86 $215.02 $194.49 $219.10 $198.18 $223.27 $201.95 $227.51 $205.78 Software Developer/Programmer 1 $85.95 $77.74 $87.58 $79.22 $89.25 $80.72 $90.94 $82.26 $92.67 $83.82 Software Developer/Programmer 2 $108.42 $98.06 $110.48 $99.92 $112.58 $101.82 $114.72 $103.76 $116.90 $105.73 Software Developer/Programmer 3 $141.38 $127.87 $144.07 $130.30 $146.80 $132.78 $149.59 $135.30 $152.44 $137.87 Software Developer/Programmer 4 $167.96 $151.91 $171.15 $154.80 $174.40 $157.74 $177.72 $160.73 $181.09 $163.79 Software Developer/Programmer 5 $198.68 $179.70 $202.45 $183.11 $206.30 $186.59 $210.22 $190.14 $214.22 $193.75 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 76 CGI Federal Inc. IT Schedule 70 Schedule Pricelist 4/22/16-4/21/17 4/22/17-4/21/18 4/22/18-4/21/19 4/22/19-4/21/20 4/22/20-4/21/21 Software Tester 1 $87.10 $78.78 $88.75 $80.28 $90.44 $81.80 $92.16 $83.36 $93.91 $84.94 Software Tester 2 $102.89 $93.07 $104.84 $94.84 $106.84 $96.64 $108.87 $98.48 $110.94 $100.35 Software Tester 3 $128.21 $115.97 $130.65 $118.17 $133.13 $120.42 $135.66 $122.71 $138.24 $125.04 Software Tester 4 $155.63 $140.77 $158.59 $143.44 $161.60 $146.17 $164.67 $148.95 $167.80 $151.78 Software Tester 5 $182.41 $164.99 $185.88 $168.12 $189.41 $171.32 $193.01 $174.57 $196.67 $177.89 Systems Administrator 1 $84.86 $76.75 $86.47 $78.21 $88.12 $79.69 $89.79 $81.21 $91.50 $82.75 Systems Administrator 2 $107.46 $97.20 $109.50 $99.05 $111.58 $100.93 $113.70 $102.85 $115.86 $104.80 Systems Administrator 3 $129.75 $117.35 $132.22 $119.58 $134.73 $121.85 $137.29 $124.17 $139.90 $126.53 Systems Administrator 4 $156.19 $141.27 $159.16 $143.95 $162.18 $146.69 $165.26 $149.48 $168.40 $152.32 Systems Administrator 5 $184.18 $166.59 $187.68 $169.76 $191.25 $172.98 $194.88 $176.27 $198.58 $179.62 Systems Analyst 1 $72.58 $65.64 $73.96 $66.89 $75.36 $68.16 $76.80 $69.45 $78.26 $70.77 Systems Analyst 2 $100.66 $91.05 $102.57 $92.78 $104.52 $94.54 $106.51 $96.34 $108.53 $98.17 Systems Analyst 3 $125.68 $113.68 $128.07 $115.84 $130.50 $118.04 $132.98 $120.28 $135.51 $122.57 Systems Analyst 4 $154.83 $140.04 $157.77 $142.70 $160.77 $145.41 $163.82 $148.17 $166.94 $150.99 Systems Analyst 5 $186.36 $168.56 $189.90 $171.76 $193.51 $175.03 $197.19 $178.35 $200.93 $181.74 Systems Architect/Engineer 1 - - - - $118.04 $108.05 $120.28 $110.10 $122.57 $112.19 Systems Architect/Engineer 2 - - - - $144.29 $132.09 $147.04 $134.61 $149.84 $137.17 Systems Architect/Engineer 3 $158.78 $143.61 $161.80 $146.34 $164.87 $149.12 $168.00 $151.95 $171.20 $154.84 Systems Architect/Engineer 4 $206.04 $186.36 $209.95 $189.90 $213.94 $193.51 $218.01 $197.19 $222.15 $200.93 Systems Architect/Engineer 5 $249.46 $225.63 $254.20 $229.92 $259.03 $234.29 $263.95 $238.74 $268.97 $243.27 Training Manager 3 $127.69 $115.49 $130.12 $117.68 $132.59 $119.92 $135.11 $122.20 $137.67 $124.52 Training Manager 4 $161.51 $146.08 $164.58 $148.86 $167.71 $151.68 $170.89 $154.57 $174.14 $157.50 Training Manager 5 $214.48 $194.00 $218.56 $197.69 $222.71 $201.44 $226.94 $205.27 $231.25 $209.17 Training Specialist/Developer 1 $67.58 $61.12 $68.86 $62.28 $70.17 $63.46 $71.51 $64.67 $72.86 $65.90 Training Specialist/Developer 2 $82.78 $74.88 $84.35 $76.30 $85.96 $77.75 $87.59 $79.23 $89.25 $80.74 Training Specialist/Developer 3 $114.75 $103.79 $116.93 $105.76 $119.15 $107.77 $121.42 $109.82 $123.72 $111.91 Training Specialist/Developer 4 $142.25 $128.66 $144.95 $131.10 $147.71 $133.60 $150.51 $136.13 $153.37 $138.72 Training Specialist/Developer 5 $182.99 $165.51 $186.47 $168.65 $190.01 $171.86 $193.62 $175.12 $197.30 $178.45 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 77 CGI Federal Inc. IT Schedule 70 Schedule Pricelist TERMS AND CONDITIONS APPLICABLE TO ELECTRONIC COMMERCE AND SUBSCRIPTION SERVICES (SPECIAL IDENTIFICATION NUMBER 132-52) ****NOTE: If offering IT Professional Services with E-Commerce, use SIN 132-51 and include the Terms and Conditions applicable to the IT Professional Services offered. 1. SCOPE The prices, terms and conditions stated under Special Item Number 132-52 Electronic Commerce (EC) Services apply exclusively to EC Services within the scope of this Information Technology Schedule. 2. ELECTRONIC COMMERCE CAPACITY AND COVERAGE The Ordering Activity shall specify the capacity and coverage required as part of the initial requirement. 3. INFORMATION ASSURANCE a. The Ordering Activity is responsible for ensuring to the maximum extent practicable that each requirement issued is in compliance with the Federal Information Security Management Act (FISMA) b. The Ordering Activity shall assign an impact level (per Federal Information Processing Standards Publication 199 & 200 (FIPS 199, “Standards for Security Categorization of Federal Information and Information Systems”) (FIPS 200, “Minimum Security Requirements for Federal Information and Information Systems”) prior to issuing the initial statement of work. Evaluations shall consider the extent to which each proposed service accommodates the necessary security controls based upon the assigned impact level. The Contractor awarded SIN 132-52 is capable of meeting at least the minimum security requirements assigned against a low- impact information system (per FIPS 200). c. The Ordering Activity reserves the right to independently evaluate, audit, and verify the FISMA compliance for any proposed or awarded Electronic Commerce services. All FISMA certification, accreditation, and evaluation activities are the responsibility of the ordering activity. 4. DELIVERY SCHEDULE. The Ordering Activity shall specify the delivery schedule as part of the initial requirement. The Delivery Schedule options are found in Information for Ordering Activities Applicable to All Special Item Numbers, paragraph 6. Delivery Schedule. 5. INTEROPERABILITY. When an Ordering Activity requires interoperability, this requirement shall be included as part of the initial requirement. Interfaces may be identified as interoperable on the basis of participation in a sponsored program acceptable to the Ordering Activity. Any such access or interoperability with teleports/gateways and provisioning of enterprise service access will be defined in the individual requirement. 6. ORDER a. Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering electronic services under this contract. Blanket Purchase Agreements shall not extend beyond the end of the contract period; all electronic services and delivery shall be made and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232-19 (Deviation – May 2003) Availability of Funds for the DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 78 CGI Federal Inc. IT Schedule 70 Schedule Pricelist Next Fiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available. b. All task orders are subject to the terms and conditions of the contract. In the event of conflict between a task order and the contract, the contract will take precedence. 7. PERFORMANCE OF ELECTRONIC SERVICES The Contractor shall provide electronic services on the date agreed to by the Contractor and the ordering activity. 8. RESPONSIBILITIES OF THE CONTRACTOR The Contractor shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. 9. RIGHTS IN DATA The Contractor shall comply FAR 52.227-14 RIGHTS IN DATA – GENERAL and with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. 10. ACCEPTANCE TESTING If requested by the ordering activity the Contractor shall provide acceptance test plans and procedures for ordering activity approval. The Contractor shall perform acceptance testing of the systems for ordering activity approval in accordance with the approved test procedures. 11. WARRANTY The Contractor shall provide a warranty covering each Contractor-provided electronic commerce service. The minimum duration of the warranty shall be the duration of the manufacturer’s commercial warranty for the item listed below: **Insert commercial warranty.** The warranty shall commence upon the later of the following: a. Activation of the user’s service b. Installation/delivery of the equipment The Contractor, by repair or replacement of the defective item, shall complete all warranty services within five working days of notification of the defect. Warranty service shall be deemed complete when the user has possession of the repaired or replaced item. If the Contractor renders warranty service by replacement, the user shall return the defective item(s) to the Contractor as soon as possible but not later than ten (10) working days after notification. 12. MANAGEMENT AND OPERATIONS PRICING The Contractor shall provide management and operations pricing on a uniform basis. All management and operations requirements for which pricing elements are not specified shall be provided as part of the basic service. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 79 CGI Federal Inc. IT Schedule 70 Schedule Pricelist 13. TRAINING The Contractor shall provide normal commercial installation, operation, maintenance, and engineering interface training on the system. If there is a separate charge, indicate below: 14. MONTHLY REPORTS In accordance with commercial practices, the Contractor may furnish the ordering activity/user with a monthly summary ordering activity report. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 80 CGI Federal Inc. IT Schedule 70 Schedule Pricelist SIN 132-52 - MANAGED HOSTING SERVICES (NON-CLOUD) SIN MFR PART NO PRODUCT NAME PRODUCT DESCRIPTION UOI GSA PRICE 132-52 CLD-VM- Base Virtual Machine Basic virtual server with no Operating System provisioned as follows: a single 1GHz vCPU, 1 GB of RAM, 80GB of internal disk. Provisioned in CGI Federal’s FedRamp Cloud. Each/monthly $173.39 132-52 CLD-Add- RAM Additional VM RAM Supplemental RAM added to a VM. Requires Virtual Machine. GB/monthly $53.20 132-52 CLD-Add- CPU Additional VM CPU Supplemental vCPU capacity added to a VM. Requires Virtual Machine. Ghz/monthly $42.48 132-52 Stg-T1 Tier-1 SAN External Fibre Channel storage. Appropriate for use with Business Critical, High IO Profile, Low Latency applications Maximum response <5ms. Requires Virtual Machine. GB Allocated /monthly $0.33 132-52 Stg-T2 Tier-2 SAN External Fibre Channel storage. Appropriate for use with General Purpose, Medium IO Profile, Average Latency applications. Maximum response <10ms GB Allocated /monthly $0.22 132-52 Stg-T3 Tier-3 SAN External Fibre Channel storage. Appropriate for use with Basic Performance, Low IO Profile, High Latency applications. Maximum response <15ms. Requires Virtual Machine. GB Allocated /monthly $0.13 132-52 Stg-I/O-Gb Storage I/O Transfer Transfer of data (such as files or objects) across the Cloud Provider's Network. Measured in gigabits. Gb transferred monthly $0.02 132-52 Stg-I/O-Req Storage I/O requests Data transfer requests made Each 1000 requests /month $0.08 132-52 Stg-NAS Network Attached Storage General Purpose NAS Transport Layer, File Services response <15Ms. Requires Virtual Machine. GB Allocated /monthly $0.45 132-52 Stg-Obj Object Storage Object Based Archive. Low performance storage for long term, archival purposes GB Allocated /monthly $0.05 132-52 BU-Local Backup to local storage Deduplicated backup service comprising of weekly full and nightly incremental. Backups are retained locally for 30 days GB protected /monthly $0.22 132-52 BU-Dedup Backup with off site storage Deduplicated backup service comprising of weekly full and nightly incremental. Backups are replicated off site and retained for 30 days GB protected /monthly $0.35 132-52 BU-Disk-LT Long term Backup One time backup to tape for data retention purposes GB protected /monthly $0.05 132-52 WIN-vCPU- Lic Win OS VM License Licenses of base Operating System for a VM Each vCPU/ monthly $28.17 132-52 WIN-vCPU- Lic Win OS Server License Licenses of base Operating System for a physical server Each CPU/monthly $165.08 132-52 RH-vCPU- Lic RH OS License Licenses of base Operating System. Up to 4 vCPU Each vCPU/ monthly $50.98 132-52 RH-vCPU- Lic RH OS License Licenses of base Operating System. More than 5 CPU Each vCPU/ monthly $112.77 132-52 WIN-OSI Windows OS Admin Basic management of Operating System such as file system and access configuration. per OSI/monthly $252.71 132-52 LINUX-OSI LINUX OS Software Admin Basic management of Operating System such as file system and access configuration. per OSI/monthly $308.38 132-52 OS-Patch OS Software Patching Patching of Operating Systems in order to maintain security compliance per VM/monthly $55.16 132-52 VPN-S2S Site to Site VPN VPN tunnel between CGI Federal and a customer end point Each/monthly $58.52 132-52 2-SOC-Intel 2 Processor Intel Server Basic server with no operating system provisioned as follows: Dual 8 core CPU, 256GB of RAM. Requires 36 month commitment with early termination fees Monthly $667.78 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 81 CGI Federal Inc. IT Schedule 70 Schedule Pricelist SIN MFR PART NO PRODUCT NAME PRODUCT DESCRIPTION UOI GSA PRICE 132-52 4-SOC-Intel 4 Processor Intel Server Server with no operating system provisioned as follows: Quadl 8 core CPU, 256GB of RAM. Requires 36 month commitment with early termination fees Monthly $1,656.53 132-52 Intel-RAM Additional compatible RAM Supplemental32GB RAM added to above Intel Server. Requires 36 month commitment with early termination fees Monthly $39.26 132-52 AIX-Sm AIX Server - Base AIX server provisioned as follows: dual 10 Core CPU, 256 GB of RAM, 2 x 200 GB of internal disk. Requires 36 month commitment with early termination fees Monthly $5,580.47 132-52 AIX-Mdm AIX Server - Med AIX server provisioned as follows: dual 12 Core CPU, 512 GB of RAM, 2 x 200 GB of internal disk. This server supports 1024 GB RAM if needed. Requires 36 month commitment with early termination fees. Monthly $9,377.59 132-52 AIX-Lrg AIX Server - Lrg AIX server provisioned as follows: quad 10 Core CPU, 1024 GB of RAM, 2 x 200 GB of internal disk. Requires 36 month commitment with early termination fees. Monthly $15,774.38 132-52 AIX-RAM Additional compatible RAM Supplemental 64 GB RAM added to an AIX Server. Requires 36 month commitment with early termination fees Monthly $138.89 132-52 Net-LAN- 100 LAN Port 1Gb 1 GB Lan port off shared switch Monthly $25.85 132-52 Net-LAN-10 LAN Port 10Gb 10 GB Lan port off shared switch Monthly $34.92 132-52 Net-Fw Virtual Firewall Virtual Firewall capacity allocated from Shared infrastructure Monthly $141.88 132-52 Net-Int-Gb- moved Internet Bandwidth Internet Bandwidth in or out of customer environment Gb/monthly $0.32 132-52 Net-Int-Mb- Pipe Internet Bandwidth Internet Bandwidth committed capacity 1Mb/sec 1Mb/Sec Monthly $62.20 132-52 DR-CLD- RAM Compute Capacity/RAM Reserved memory capacity located at the DR site to support recovery GB/Month $31.89 132-52 DR-CLD- CPU Compute Capacity/CPU Reserved processor capacity located at the DR site to support recovery MHz/month $89.00 132-52 DR-CLD-T1 Storage Capacity SAN capacity in the DR site to preposition data to support recovery GB/Month $0.59 132-52 DR-CLD- BW Replication Bandwidth Bandwidth required to replicate data to the DR site in case of disaster Mb/sec/month $62.20 132-52 Monitoring Monitoring Basic OS monitoring OS instance/ Month $43.01 132-52 Blade-Slot Blade Slot Slot in a Blade Chassis for a Server Monthly $340.22 132-52 San-Port SAN Port Fiber port for connectivity to SAN Monthly $60.64 132-52 RU5K RU5K Rack Unit in a 5KW rack Monthly $91.45 132-52 RU10K RU10K Rack Unit in a 10KW rack Monthly $171.69 Subscription The Managed Hosting is available on a subscription basis. For a fixed term and a fixed monthly fee, an ordering activity subscribing to the service receives the benefits of use to which the ordering activity subscribes. Prices quoted here are for a 36 month subscription, subscriptions for longer a term are available at a discount, on an as-negotiated basis. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 82 CGI Federal Inc. IT Schedule 70 Schedule Pricelist USA COMMITMENT TO PROMOTE SMALL BUSINESS PARTICIPATION PROCUREMENT PROGRAMS PREAMBLE CGI Federal Inc. provides commercial products and services to ordering activities. We are committed to promoting participation of small, small disadvantaged and women-owned small businesses in our contracts. We pledge to provide opportunities to the small business community through reselling opportunities, mentor-protégé programs, joint ventures, teaming arrangements, and subcontracting. COMMITMENT To actively seek and partner with small businesses. To identify, qualify, mentor and develop small, small disadvantaged and women-owned small businesses by purchasing from these businesses whenever practical. To develop and promote company policy initiatives that demonstrate our support for awarding contracts and subcontracts to small business concerns. To undertake significant efforts to determine the potential of small, small disadvantaged and women- owned small business to supply products and services to our company. To insure procurement opportunities are designed to permit the maximum possible participation of small, small disadvantaged, and women-owned small businesses. To attend business opportunity workshops, minority business enterprise seminars, trade fairs, procurement conferences, etc., to identify and increase small businesses with whom to partner. To publicize in our marketing publications our interest in meeting small businesses that may be interested in subcontracting opportunities. We signify our commitment to work in partnership with small, small disadvantaged and women-owned small businesses to promote and increase their participation in Federal Government contracts. To accelerate potential opportunities please contact the Small Business Liaison Office at (703) 227.6000. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 83 CGI Federal Inc. IT Schedule 70 Schedule Pricelist BEST VALUE BLANKET PURCHASE AGREEMENT FEDERAL ACQUISITION SERVICE SCHEDULE (Insert Customer Name) In the spirit of the Federal Acquisition Streamlining Act (Ordering Activity) and (CGI Federal Inc.) enter into a cooperative agreement to further reduce the administrative costs of acquiring commercial items from the General Services Administration (GSA) Federal Acquisition Service Schedule Contract(s) _______________. Federal Acquisition Service Schedule contract BPAs eliminate contracting and open market costs such as: search for sources; the development of technical documents, solicitations and the evaluation of offers. Teaming Arrangements are permitted with Federal Acquisition Service Schedule Contractors in accordance with Federal Acquisition Regulation (FAR) 9.6. This BPA will further decrease costs, reduce paperwork, and save time by eliminating the need for repetitive, individual purchases from the schedule contract. The end result is to create a purchasing mechanism for the ordering activity that works better and costs less. Signatures Ordering Activity Date CGI Federal Inc. Date DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 84 CGI Federal Inc. IT Schedule 70 Schedule Pricelist BPA NUMBER_____________ (CUSTOMER NAME) BLANKET PURCHASE AGREEMENT Pursuant to GSA Federal Acquisition Service Schedule Contract Number(s) GS-35F-4797H, Blanket Purchase Agreements, the Contractor agrees to the following terms of a Blanket Purchase Agreement (BPA) exclusively with (Ordering Activity): (1) The following contract items can be ordered under this BPA. All orders placed against this BPA are subject to the terms and conditions of the contract, except as noted below: MODEL NUMBER/PART NUMBER *SPECIAL BPA DISCOUNT/PRICE (2) Delivery: DESTINATION DELIVERY SCHEDULES / DATES (3) The ordering activity estimates, but does not guarantee, that the volume of purchases through this agreement will be _________________________. (4) This BPA does not obligate any funds. (5) This BPA expires on _________________ or at the end of the contract period, whichever is earlier. (6) The following office(s) is hereby authorized to place orders under this BPA: OFFICE POINT OF CONTACT (7) Orders will be placed against this BPA via Electronic Data Interchange (EDI), FAX, or paper. (8) Unless otherwise agreed to, all deliveries under this BPA must be accompanied by delivery tickets or sales slips that must contain the following information as a minimum: (a) Name of Contractor; (b) Contract Number; (c) BPA Number; (d) Model Number or National Stock Number (NSN); DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 85 CGI Federal Inc. IT Schedule 70 Schedule Pricelist (e) Purchase Order Number; (f) Date of Purchase; (g) Quantity, Unit Price, and Extension of Each Item (unit prices and extensions need not be shown when incompatible with the use of automated systems; provided, that the invoice is itemized to show the information); and (h) Date of Shipment. (9) The requirements of a proper invoice are specified in the Federal Acquisition Service Schedule contract. Invoices will be submitted to the address specified within the purchase order transmission issued against this BPA. (10) The terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor’s invoice, the provisions of this BPA will take precedence. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB 86 CGI Federal Inc. IT Schedule 70 Schedule Pricelist BASIC GUIDELINES FOR USING “CONTRACTOR TEAM ARRANGEMENTS” Federal Acquisition Service Schedule Contractors may use “Contractor Team Arrangements” (see FAR 9.6) to provide solutions when responding to ordering activity requirements. These Team Arrangements can be included under a Blanket Purchase Agreement (BPA). BPAs are permitted under all Federal Acquisition Service Schedule contracts. Orders under a Team Arrangement are subject to terms and conditions or the Federal Acquisition Service Schedule Contract. Participation in a Team Arrangement is limited to Federal Acquisition Service Schedule Contractors. Customers should refer to FAR 9.6 for specific details on Team Arrangements. Here is a general outline on how it works: The customer identifies their requirements. Federal Acquisition Service Schedule Contractors may individually meet the customer’s needs, or Federal Acquisition Service Schedule Contractors may individually submit a Schedules “Team Solution” to meet the customer’s requirement. Customers make a best value selection. DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB POLICY S The City persons i consisten §§ 6250 personal ordinary These m federal a including 1798.79. of these business federal a goals and Identifiab Informat third par “Protecte “Persona California reference PURPOSE The City pertainin collected services other in contracto collected regulatio Informat TATEMENT of Palo Alto in Palo Alto. nt with the p – 6270, to (including, course and easures are and Californ g, without l 8(b), 1798.8 provisions d in a mann and Californ d objectives ble Informat tion of perso rty under co ed Critical ally Identify a Civil Code e. E y, acting in ng to person d by a variet provided by nformation ors. The City d by the Ci ons and pro tion is collect o (the “City” In promotin provisions of take appro without lim d scope of c generally o nia laws, th imitation, t 80(e), 1798. do not apply er which p ia laws. The , to ensure tion, Protect ons doing b ontract to th Infrastructu ying Informa e sections, its govern s who do bu y of means, y the City, p portals ma y is commit ity. The Cit ocedures, a ted, stored a Pa INFORMATI ”) strives to ng the qualit f the Califor opriate meas mitation, fin conducting t bserved by he City’s ru he provision 81.5, 1798.8 to local gov romotes the e objective o the ongoing ted Critical In usiness with he City to pr ure Informa ation” (coll referred to mental and usiness with including, w persons acce intained by tted to prot ty acknowle and industry and utilized age 1 of 8 ON PRIVACY o promote a ty of life of t nia Public R sures to saf nancial) info the City’s b federal, stat les and reg ns of Califo 82(e), 1798. vernment ag e privacy o of this Polic g protection nfrastructur h the City an rovide servic ation”, “Per ectively, th o above, an d proprietar or receive s without limit essing the C y the City’ tecting the p edges feder y best pra in complian POLICY Y POLICY and sustain these person ecords Act, feguard the ormation o business as te and local gulations, a ornia Civil C .83(e)(7), an gencies like t f personal cy is to desc of the Pers re Informatio nd receiving ces. The te rsonally Ide he “Informa nd are inco ry capacitie services from tation, from City’s websit s staff and privacy and al and Cali ctices are ce with app Y AND PROC Revised a superior q ns, it is the p California G security an f persons, a local gove l authorities nd industry Code §§ 179 nd 1798.92(c the City, the information cribe the Cit sonal Inform on and Perso g services fr rms “Person entifiable In ation”) are orporated in es, collects m the City. T m persons ap te, and pers d/or author security of fornia laws dedicated t licable laws. CEDURES 1‐6 : December quality of lif policy of the Government nd privacy o collected in ernment ag s and reflect y best prac 98.3(a), 179 c). Though s City will con , as reflecte ty’s data sec mation, Perso onally Identi om the City nal Informat nformation” defined in n this Polic the Inform he Informat pplying to re sons who a rized third‐ the Inform , policies, r to ensuring . 64/IT 2017 fe for e City, Code of the n the ency. ted in tices, 98.24, some nduct ed in curity onally ifying y or a tion,” and n the cy by ation ion is eceive ccess party ation rules, g the DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 Page 2 of 8 The goals and objectives of the Policy are: (a) a safe, productive, and inoffensive work environment for all users having access to the City’s applications and databases; (b) the appropriate maintenance and security of database information assets owned by, or entrusted to, the City; (c) the controlled access and security of the Information provided to the City’s staff and third party contractors; and (d) faithful compliance with legal and regulatory requirements. SCOPE The Policy will guide the City’s staff and, indirectly, third party contractors, which are by contract required to protect the confidentiality and privacy of the Information of the persons whose personal information data are intended to be covered by the Policy and which will be advised by City staff to conform their performances to the Policy should they enjoy conditional access to that information. CONSEQUENCES The City’s employees shall comply with the Policy in the execution of their official duties to the extent their work implicates access to the Information referred to in this Policy. A failure to comply may result in employment and/or legal consequences. EXCEPTIONS In the event that a City employee cannot fully comply with one or more element(s) described in this Policy, the employee may request an exception by submitting Security Exception Request. The exception request will be reviewed and administered by the City’s Information Security Manager (the “ISM”). The employee, with the approval of his or her supervisor, will provide any additional information as may be requested by the ISM. The ISM will conduct a risk assessment of the requested exception in accordance with guidelines approved by the City’s Chief Information Officer (“CIO”) and approved as to form by the City Attorney. The Policy’s guidelines will include at a minimum: purpose, source, collection, storage, access, retention, usage, and protection of the Information identified in the request. The ISM will consult with the CIO to approve or deny the exception request. After due consideration is given to the request, the exception request disposition will be communicated, in writing, to the City employee and his or her supervisor. The approval of any request may be subject to countermeasures established by the CIO, acting by the ISM. MUNICIPAL ORDINANCE This Policy will supersede any City policy, rule, regulation or procedure regarding information privacy. RESPONSIBILITIES OF CITY STAFF DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 Page 3 of 8 A. RESPONSIBILITY OF CIO AND ISM The CIO, acting by the ISM, will establish an information security management framework to initiate and coordinate the implementation of information security measures by the City’s government. The City’s employees, in particular, software application users and database users, and, indirectly, third party contractors under contract to the City to provide services, shall by guided by this Policy in the performance of their job responsibilities. The ISM will be responsible for: (a) developing and updating the Policy, (b) enforcing compliance with and the effectiveness of the Policy; (c) the development of privacy standards that will manifest the Policy in detailed, auditable technical requirements, which will be designed and maintained by the persons responsible for the City’s IT environments; (d) assisting the City’s staff in evaluating security and privacy incidents that arise in regard to potential violations of the Policy; (e) reviewing and approving department‐specific policies and procedures which fall under the purview of this Policy; and (f) reviewing Non‐ Disclosure Agreements (NDAs) signed by third party contractors, which will provide services, including, without limitation, local or ‘cloud‐based’ software services to the City. B. RESPONSIBILITY OF INFORMATION SECURITY STEERING COMMITTEE The Information Security Steering Committee (the “ISSC”), which is comprised of the City’s employees, drawn from the various City departments, will provide the primary direction, prioritization and approval for all information security efforts, including key information security and privacy risks, programs, initiatives and activities. The ISSC will provide input to the information security and privacy strategic planning processes to ensure that information security risks are adequately considered, assessed and addressed at the appropriate City department level. C. RESPONSIBILITY OF USERS All authorized users of the Information will be responsible for complying with information privacy processes and technologies within the scope of responsibility of each user. D. RESPONSIBILITY OF INFORMATION TECHNOLOGY (IT) MANAGERS The City’s IT Managers, who are responsible for internal, external, direct and indirect connections to the City’s networks, will be responsible for configuring, maintaining and securing the City’s IT networks in compliance with the City’s information security and privacy policies. They are also responsible for timely internal reporting of events that may have compromised network, system or data security. DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 Page 4 of 8 E. RESPONSIBILITY OF AUTHORIZATION COORDINATION The ISM will ensure that the City’s employees secure the execution of Non‐Disclosure Agreements (NDA), whenever access to the Information will be granted to third party contractors, in conjunction with the Software as a Service (SaaS) Security and Privacy Terms and Conditions. An NDA must be executed prior to the sharing of the Information of persons covered by this Policy with third party contractors. The City’s approach to managing information security and its implementation (i.e. objectives, policies, processes, and procedures for information security) will be reviewed independently by the ISM at planned intervals, or whenever significant changes to security implementation have occurred. The CIO, acting by the ISM, will review and recommend changes to the Policy annually, or as appropriate, commencing from the date of its adoption. GENERAL PROCEDURE FOR INFORMATION PRIVACY A. OVERVIEW The Policy applies to activities that involve the use of the City’s information assets, namely, the Information of persons doing business with the City or receiving services from the City, which are owned by, or entrusted to, the City and will be made available to the City’s employees and third party contractors under contract to the City to provide Software as a Service consulting services. These activities include, without limitation, accessing the Internet, using e‐mail, accessing the City’s intranet or other networks, systems, or devices. The term “information assets” also includes the personal information of the City’s employees and any other related organizations while those assets are under the City’s control. Security measures will be designed, implemented, and maintained to ensure that only authorized persons will enjoy access to the information assets. The City’s staff will act to protect its information assets from theft, damage, loss, compromise, and inappropriate disclosure or alteration. The City will plan, design, implement and maintain information management systems, networks and processes in order to assure the appropriate confidentiality, integrity, and availability of its information assets to the City’s employees and authorized third parties. B. PERSONAL INFORMATION AND CHOICE Except as permitted or provided by applicable laws, the City will not share the Information of any person doing business with the City, or receiving services from the City, in violation of this Policy, unless that person has consented to the City’s sharing of such information during the conduct of the City’s business as a local government agency with third parties under contract to the City to provide services. DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 Page 5 of 8 C. METHODS OF COLLECTION OF PERSONAL INFORMATION The City may gather the Information from a variety of sources and resources, provided that the collection of such information is both necessary and appropriate in order for the City to conduct business as a local government agency in its governmental and proprietary capacities. That information may be gathered at service windows and contact centers as well as at web sites, by mobile applications, and with other technologies, wherever the City may interact with persons who need to share such formation in order to secure the City’s services. The City’s staff will inform the persons whose Information are covered by this Policy that the City’s web site may use “cookies” to customize the browsing experience with the City of Palo Alto web site. The City will note that a cookie contains unique information that a web site can use to track, among others, the Internet Protocol address of the computer used to access the City’s web sites, the identification of the browser software and operating systems used, the date and time a user accessed the site, and the Internet address of the website from which the user linked to the City’s web sites. Cookies created on the user’s computer by using the City’s web site do not contain the Information, and thus do not compromise the user’s privacy or security. Users can refuse the cookies or delete the cookie files from their computers by using any of the widely available methods. If the user chooses not to accept a cookie on his or her computer, it will not prevent or prohibit the user from gaining access to or using the City’s sites. D. UTILITIES SERVICE In the provision of utility services to persons located within Palo Alto, the City of Palo Alto Utilities Department (“CPAU”) will collect the Information in order to initiate and manage utility services to customers. To the extent the management of that information is not specifically addressed in the Utilities Rules and Regulations or other ordinances, rules, regulations or procedures, this Policy will apply; provided, however, any such Rules and Regulations must conform to this Policy, unless otherwise directed or approved by the Council. This includes the sharing of CPAU‐collected Information with other City departments except as may be required by law. Businesses and residents with standard utility meters and/or having non‐metered monthly services will have secure access through a CPAU website to their Information, including, without limitation, their monthly utility usage and billing data. In addition to their regular monthly utilities billing, businesses and residents with non‐standard or experimental electric, water or natural gas meters may have their usage and/or billing data provided to them through non‐City electronic portals at different intervals than with the standard monthly billing. DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 Page 6 of 8 Businesses and residents with such non‐standard or experimental metering will have their Information covered by the same privacy protections and personal information exchange rules applicable to Information under applicable federal and California laws. E. PUBLIC DISCLOSURE The Information that is collected by the City in the ordinary course and scope of conducting its business could be incorporated in a public record that may be subject to inspection and copying by the public, unless such information is exempt from disclosure to the public by California law. F. ACCESS TO PERSONAL INFORMATION The City will take reasonable steps to verify a person’s identity before the City will grant anyone online access to that person’s Information. Each City department that collects Information will afford access to affected persons who can review and update that information at reasonable times. G. SECURITY, CONFIDENTIALITY AND NON‐DISCLOSURE Except as otherwise provided by applicable law or this Policy, the City will treat the Information of persons covered by this Policy as confidential and will not disclose it, or permit it to be disclosed, to third parties without the express written consent of the person affected. The City will develop and maintain reasonable controls that are designed to protect the confidentiality and security of the Information of persons covered by this Policy. The City may authorize the City’s employee and or third party contractors to access and/or use the Information of persons who do business with the City or receive services from the City. In those instances, the City will require the City’s employee and/or the third party contractors to agree to use such Information only in furtherance of City‐related business and in accordance with the Policy. If the City becomes aware of a breach, or has reasonable grounds to believe that a security breach has occurred, with respect to the Information of a person, the City will notify the affected person of such breach in accordance with applicable laws. The notice of breach will include the date(s) or estimated date(s) of the known or suspected breach, the nature of the Information that is the subject of the breach, and the proposed action to be taken or the responsive action taken by the City. H. DATA RETENTION / INFORMATION RETENTION DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 Page 7 of 8 The City will store and secure all Information for a period of time as may be required by law, or if no period is established by law, for seven (7) years, and thereafter such information will be scheduled for destruction. I. SOFTWARE AS A SERVICE (SAAS) OVERSIGHT The City may engage third party contractors and vendors to provide software application and database services, commonly known as Software‐as‐a‐Service (SaaS). In order to assure the privacy and security of the Information of those who do business with the City and those who received services from the City, as a condition of selling goods and/or services to the City, the SaaS services provider and its subcontractors, if any, including any IT infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, while it performs such services and/or furnishes goods to the City, to the extent any scope of work or services implicates the confidentiality and privacy of the Information. These requirements include information security directives pertaining to: (a) the IT infrastructure, by which the services are provided to the City, including connection to the City's IT systems; (b) the SaaS services provider’s operations and maintenance processes needed to support the IT environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. The term “IT infrastructure” refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate. Prior to entering into an agreement to provide services to the City, the City’s staff will require the SaaS services provider to complete and submit an Information Security and Privacy Questionnaire. In the event that the SaaS services provider reasonably determines that it cannot fulfill the information security requirements during the course of providing services, the City will require the SaaS services provider to promptly inform the ISM. J. FAIR AND ACCURATE CREDIT TRANSACTION ACT OF 2003 CPAU will require utility customers to provide their Information in order for the City to initiate and manage utility services to them. Federal regulations, implementing the Fair and Accurate Credit Transactions Act of 2003 (Public Law 108‐159), including the Red Flag Rules, require that CPAU, as a “covered financial institution or creditor” which provides services in advance of payment and which can affect consumer credit, develop and implement procedures for an identity theft program for new and existing accounts to detect, prevent, respond and mitigate potential identity theft of its customers’ Information. DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 Page 8 of 8 CPAU procedures for potential identity theft will be reviewed independently by the ISM annually or whenever significant changes to security implementation have occurred. The ISM will recommend changes to CPAU identity theft procedures, or as appropriate, so as to conform to this Policy. There are California laws which are applicable to identity theft; they are set forth in California Civil Code § 1798.92. NOTE: Questions regarding this policy should be referred to the Information Technology Department, as appropriate. Recommended: __________________________________ ________________ Director Information Technology/CIO Date Approved: ___________________________________ _________________ City Manager Date DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 12/5/2017 12/13/2017 DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB City of Palo Alto Information Security Document Version: V2.5 [11/01/2012] Doc: InfoSec 110 Page 1 of 3 EXHIBIT ___ VENDOR CYBERSECURITY TERMS AND CONDITIONS (AKA: SAAS SECURITY AND PRIVACY TERMS AND CONDITIONS) This Exhibit shall be made a part of the City of Palo Alto’s Professional Services Agreement or any other contract entered into by and between the City of Palo Alto (the “City”) and Labyrinth Solutions , Inc. (the “Consultant”) for the provision of Software as a Service services to the City (the “Agreement”). In order to assure the privacy and security of the personal information of the City’s customers and people who do business with the City, including, without limitation, vendors, utility customers, library patrons and other individuals and businesses, who are required to share such information with the City, as a condition of receiving services from the City or selling goods and services to the City, including, without limitation, the Software as a Service services provider (the “Consultant”) and its subcontractors, if any, including, without limitation, any Information Technology (“IT”) infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, described below, while it renders and performs the Services and furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and privacy of the personal information of the City’s customers. The Consultant shall fulfill the data and information security requirements (the “Requirements”) set forth in Part A below. A “secure IT environment” includes: (a) the IT infrastructure, by which the Services are provided to the City, including connection to the City's IT systems; (b) the Consultant’s operations and maintenance processes needed to support the environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. “IT infrastructure” refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate. In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill the Requirements, the Consultant shall promptly inform the City of its determination and submit, in writing, one or more alternate countermeasure options to the Requirements (the “Alternate Requirements” as set forth in Part B), which may be accepted or rejected in the reasonable satisfaction of the Information Security Manager (the “ISM”). Part A. Requirements: The Consultant shall at all times during the term of any contract between the City and the Consultant: (a) Appoint or designate an employee, preferably an executive officer, as the security liaison to DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB City of Palo Alto Information Security Document Version: V2.5 [11/01/2012] Doc: InfoSec 110 Page 2 of 3 the City with respect to the Services to be performed under this Agreement. (b) Comply with the City’s Information Privacy Policy: (c) Have adopted and implemented information security and privacy policies that are documented, are accessible to the City and conform to ISO 27001/2 – Information Security Management Systems (ISMS) Standards. See the following: http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103 http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=50297 (d) Conduct routine data and information security compliance training of its personnel that is appropriate to their role. (e) Develop and maintain detailed documentation of the IT infrastructure, including software versions and patch levels. (f) Develop an independently verifiable process, consistent with industry standards, for performing professional and criminal background checks of its employees that (1) would permit verification of employees’ personal identity and employment status, and (2) would enable the immediate denial of access to the City's confidential data and information by any of its employees who no longer would require access to that information or who are terminated. (g) Provide a list of IT infrastructure components in order to verify whether the Consultant has met or has failed to meet any objective terms and conditions. (h) Implement access accountability (identification and authentication) architecture and support role-based access control (“RBAC”) and segregation of duties (“SoD”) mechanisms for all personnel, systems, and software used to provide the Services. “RBAC” refers to a computer systems security approach to restricting access only to authorized users. “SoD” is an approach that would require more than one individual to complete a security task in order to promote the detection and prevention of fraud and errors. (i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the Services’ environment design and deployment are known to the City, and (2) it has implemented measures in accordance with industry best practices applicable to secure coding and secure IT architecture. (j) Provide and maintain secure intersystem communication paths that would ensure the confidentiality, integrity, and availability of the City's information. (k) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels by not later than one (1) week after its date of release. Emergency security patches must be installed within 24 hours after its date of release. (l) Provide for the timely detection of, response to, and the reporting of security incidents, including on-going incident monitoring with logging. (m) Notify the City within one (1) hour of detecting a security incident that results in the unauthorized access to or the misuse of the City's confidential data and information. (n) Inform the City that any third party service provider(s) meet(s) all of the Requirements. (o) Perform security self-audits on a regular basis and not less frequently than on a quarterly basis, and provide the required summary reports of those self-audits to the ISM on the annual anniversary date or any other date agreed to by the Parties. (p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City’s performance of random site security audits at the Consultant’s site(s), including the site(s) of a DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB City of Palo Alto Information Security Document Version: V2.5 [11/01/2012] Doc: InfoSec 110 Page 3 of 3 third party service provider(s), as applicable. The scope of these audits will extend to the Consultant’s and its third party service provider(s)’ awareness of security policies and practices, systems configurations, access authentication and authorization, and incident detection and response. (q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and regulations, the Confidential Information will be accessible only by the Consultant and any authorized third party service provider’s personnel. (r) Perform regular, reliable secured backups of all data needed to maximize availability of the Services. (s) Maintain records relating to the Services for a period of three (3) years after the expiration or earlier termination of this Agreement and in a mutually agreeable storage medium. Within thirty (30) days after the effective date of expiration or earlier termination of this Agreement, all of those records relating to the performance of the Services shall be provided to the ISM. (t) Maintain the Confidential Information in accordance with applicable federal, state and local data and information privacy laws, rules, and regulations. (u) Encrypt the Confidential Information before delivering the same by electronic mail to the City and or any authorized recipient. (v) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct, indirect or punitive damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the City’s IT environment, including, without limitation, IT infrastructure communications. Part B. Alternate Requirements: DocuSign Envelope ID: F8F4CFF2-B3EA-4A2F-BB90-3618D7EF6BFB Certificate Of Completion Envelope Id: F8F4CFF2B3EA4A2FBB903618D7EF6BFB Status: Completed Subject: Please DocuSign: C20175911 Labyrinth Solutions Inc._R1 FINAL.pdf Source Envelope: Document Pages: 224 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Cecilia Magana AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 cecilia.magana@cityofpaloalto.org IP Address: 12.220.157.20 Record Tracking Status: Original 9/18/2019 12:09:13 PM Holder: Cecilia Magana cecilia.magana@cityofpaloalto.org Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign Signer Events Signature Timestamp Nader Tirandazi Ntirandazi@lsiconsulting.com National Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 72.220.57.126 Sent: 9/18/2019 12:18:57 PM Viewed: 9/18/2019 12:43:37 PM Signed: 9/18/2019 12:46:42 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Shyam Jajodia sjajodia@lsiconsulting.com Executive Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 108.20.232.158 Sent: 9/18/2019 12:46:58 PM Viewed: 9/18/2019 12:48:03 PM Signed: 9/18/2019 12:58:23 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Sherrie Wong sherrie.wong@cityofpaloalto.org Sr. Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 9/18/2019 12:58:32 PM Viewed: 9/18/2019 1:25:04 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Vasudeva Narayana Vasudeva.Narayana@CityofPaloAlto.org IT Project Manager City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 9/18/2019 12:58:32 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/18/2019 12:58:32 PM Certified Delivered Security Checked 9/18/2019 12:58:32 PM Signing Complete Security Checked 9/18/2019 12:58:32 PM Completed Security Checked 9/18/2019 12:58:32 PM Payment Events Status Timestamps SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 SOFTWARE LICENSE AND SUPPORT AGREEMENT Software Order Form No. 11 (“Order Form”) effective as of the date of last signature below (“Effective Date”) between And City of Palo Alto 250 Hamilton Ave PALO ALTO, CA 94301 United States (hereinafter “Licensee”) PREAMBLE: As of the Effective Date, SAP and Licensee agree that this Order Form is a binding agreement for SAP software licenses and support, governed by the SAP Software License Agreement between SAP and Licensee dated July 22, 2002 (“Initial Agreement”), all exhibits, appendices, schedules or other addenda attached to or referenced by the Initial Agreement or this Order Form (“Schedules”) and the Software Use Rights document (“Use Terms”) attached to this Order Form in Exhibit A. All components are integral to this agreement, collectively form a single agreement with all other orders subject to the Initial Agreement and collectively are referred to herein as the “Agreement.” “All other orders subject to the Initial Agreement” shall mean: Appendix 1, effective July 22, 2002; Appendix 2, effective July 22, 2002; Appendix 4, effective July 22, 2002; Amendment 1, issued August 14, 2002; Amendment 1, effective July 25, 2007; Amendment 2, issued July 25, 2007; Appendix 7, effective July 25, 2007; Appendix 8, effective July 25, 2007; Appendix 9, effective July 25, 2007; Appendix 10, effective December 18, 2012 (including attached and incorporated SAP Enterprise Support Schedule enUS.v.10-2010); the Amendment issued October 6, 2015; and the Amendment issued December 17, 2018. Licensee acknowledges it has had the opportunity to review the Use Terms prior to executing this Order Form. SAP recommends Licensee prints copies of the applicable Use Terms for Licensee’s own records. For purposes of this Order Form, any reference in the Use Terms and this Order Form to the GTC shall mean the Initial Agreement, and all references to the term “Appendix” or “Appendices” under the Agreement shall be replaced by the term “Order Form”. The following order of precedence shall be applied in the event of conflict between provisions of the components of this Agreement: (i) the Order Form; (ii) the Schedules; (iii) the Use Terms; and (iv) the Initial Agreement. 1. LICENSED SOFTWARE AND FEES. The Software licensed to Licensee pursuant to this Order Form and the associated fees are identified in Schedule 1. All license fees are net after discount, if applicable. The total net license fees identified in Schedule 1 and payable under this Order Form are 227,503.39 USD which shall be invoiced upon execution of this Order Form. If Licensee has an affiliate or subsidiary with a separate agreement for SAP software licenses and/or support services, with SAP SE, any SAP SE affiliate (including SAP) and/or any other distributor of SAP software, the Software shall not be Used to run such affiliate’s or subsidiary’s business operations and such affiliate or subsidiary shall not receive any support services under this Agreement even if such separate agreement has expired or is terminated, unless otherwise agreed in writing by the parties. 2. SAP SUPPORT SERVICES AND FEES: SAP and Licensee agree that SAP “Enterprise Support” is the applicable SAP Support offered by SAP for the Software licensed under this Order Form as set forth in the SAP Support Schedule entitled “SAP Enterprise Support Schedule enUS.v.9-2018” which is hereby attached in Exhibit A and incorporated into the Agreement as though fully set forth herein. SAP Support Fees shall commence as of the first day of the month following the Effective Date of this Order Form. The initial term of SAP Support shall begin on the Effective Date and continue for the remainder of the current calendar year and the next full calendar year (except in cases of an Effective Date commencing on January 1 of a respective calendar year, in which case the initial term will run until December 31st of the respective calendar year) (“Initial Term”). After the Initial Term and subject to the Agreement and SAP Support Schedule, SAP Support shall renew at the beginning of each calendar year for the subsequent one year period. SAP Annual Support Fees shall be paid annually in advance and shall be as specified below. The SAP Enterprise Support Fee for the Software licensed under this Order Form is priced at the then current annual SAP Enterprise Support Factor in effect (currently 22%) multiplied by the total Maintenance Base (set forth in the SAP Public Services, Inc. 3999 West Chester Pike Newtown Square, PA 19073 (“SAP”) DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 Schedule 1 as “Maintenance Base”) for the licensed Software stated in Schedule 1. The current annual SAP Enterprise Support Fee for the Software licensed under this Order Form is set forth in Schedule 1 as the “Annual Support Fee”. SAP agrees that the SAP Enterprise Support Factor shall remain at 22% until December 31, 2020. Thereafter, the SAP Enterprise Support Fee is subject to change once during a calendar year upon three (3) months’ notice to Licensee and SAP may increase Licensee’s Enterprise Support Fee hereunder from the prior year by the percentage increase in the Consumer Price Index (CPI), applied on a cumulative year-over-year basis starting from either the effective date of this Order Form or the date of Licensee’s last SAP Enterprise Support Fee increase, whichever occurred later. CPI as used herein means “U.S. Consumer Price Index for all Urban Consumers, U.S. City Average - All Items 1982-1984 = 100 Base for a twelve (12) month period prior to such increase as published by the Bureau of Labor Statistics”. Not raising fees in any given year or years is not a waiver of SAP’s right to do so. SAP Support Fees are invoiced on an annual basis effective January 1 of a calendar year. Any SAP Support Fees due prior to January 1 are invoiced on a pro-rata basis for the given calendar year in effect. SAP Support Fees will increase as additional software is licensed. SAP Solution Manager is available to all SAP Support customers to the extent stated in the applicable SAP Support Schedule, but does not currently interface with selected SAP BusinessObjects portfolio products. 3. PAYMENT TERMS: All fees are in USD. All payment terms for Software and Support are net thirty (30) days from date of invoice. 4. DELIVERY: Delivery of all Software licensed hereunder will be made by making such Software available for download or other electronic transmission to Licensee’s location at: 250 Hamilton Ave, 94301 PALO ALTO, CA, United States (“Delivery Location”). Licensee acknowledges having received the remote access information listed below allowing download of the Software through the SAP ServiceMarketplace (http://service.sap.com/swdc): USER ID: S0017351589 INITIAL PASSCODE: 44[K2CWV Licensee confirms that it has access to SAP Service Marketplace as required to download the Software licensed under this Agreement. Licensee agrees not to request any physical delivery of Software or Support Services and should it occur that any such delivery will be rejected by Licensee. Licensee agrees and understands that the calculation of Taxes may be affected by the delivery method and Delivery Location of the Software and corresponding SAP Support. 5. VALIDITY OF OFFER: The validity of this offer will expire on October 31, 2019 unless sooner executed by Licensee, or extended in writing by SAP. Accepted By: Accepted By: SAP Public Services, Inc (SAP) City of Palo Alto (Licensee) /SS1/ /ES1/ Name: Name: Title: Title: Date: Date: DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 September 20, 2019 VP, Assistant General Counsel Patrick Martell SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 Schedule 1 to Order Form Customer Name City of Palo Alto Net License Fee 227,503.39 USD Support Type SAP Enterprise Support Support Percent % 22.00% BSI Support Percent % N/A Maintenance Base 227,503.39 USD Annual Support Fee 50,050.75 USD Software Licensed Product TPP SAV License Metric Blocks of (units) License Quantity Net License Fee SAP Single Sign-On X Users 50 24 52,463.25 SAP HANA, Runtime edition for Applications & SAP BW - New/Subsequent HSAV 1 1 7,869.49 SAP HANA, Runtime edition for Applications & SAP BW - Install Base HSAV 1 1 167,170.65 Legend: TPP- Third Party Product: 'X' indicates the software product is a Third Party Product licensed from SAP SAV–SAP Application Value: "X“ indicates that the product is part of the SAP application value and thus relevant for runtime databases licensed by SAP. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 Exhibit A SAP Software Use Rights 1. LICENSING PRINCIPLES / RULES OF USE ..................................................................................................................... 7 2. METRICS ............................................................................................................................................................................ 8 3. PACKAGE SPECIFIC TERMS / USE RULES ..................................................................................................................... 9 Exhibit 1 - Legacy SBOP Software ...................................................................................................................................................11 Exhibit 2 - Named User Metrics and Package Metrics .......................................................................................................................12 Remaining metrics - A .....................................................................................................................................................................13 Remaining metrics - B......................................................................................................................................................................13 Remaining metrics - C......................................................................................................................................................................13 Remaining metrics - D .....................................................................................................................................................................14 Remaining metrics - E ......................................................................................................................................................................15 Remaining metrics - F ......................................................................................................................................................................15 Remaining metrics - G .....................................................................................................................................................................15 Remaining metrics - H .....................................................................................................................................................................15 Remaining metrics - I .......................................................................................................................................................................15 Remaining metrics - J.......................................................................................................................................................................16 Remaining metrics - K .....................................................................................................................................................................16 Remaining metrics - L ......................................................................................................................................................................16 Remaining metrics - M .....................................................................................................................................................................16 Remaining metrics - N .....................................................................................................................................................................16 Remaining metrics - O .....................................................................................................................................................................16 Remaining metrics - P ......................................................................................................................................................................17 Remaining metrics - Q .....................................................................................................................................................................18 Remaining metrics - R......................................................................................................................................................................18 Remaining metrics - S ......................................................................................................................................................................19 Remaining metrics - T ......................................................................................................................................................................20 Remaining metrics - U .....................................................................................................................................................................20 Remaining metrics - V .....................................................................................................................................................................20 Remaining metrics - W.....................................................................................................................................................................20 Remaining metrics - X .....................................................................................................................................................................21 Remaining metrics - Y .....................................................................................................................................................................21 Remaining metrics - Z ......................................................................................................................................................................21 Exhibit 3 - Package Restrictions .......................................................................................................................................................22 SAP Business Suite and Enterprise Foundation .................................................................................................................................22 1.1 Embedded Analytics ...........................................................................................................................................................22 1.2 Embedded SAP BusinessObjects Enterprise ........................................................................................................................22 1.3 SAP Human Capital Management. ......................................................................................................................................22 1.4 SAP Data Encryption by CipherCloud for SAP SuccessFactors Employee Central, SAP Data Encryption by CipherCloud for DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 SAP SuccessFactors Performance & Goals, SAP Data Encryption by CipherCloud for SAP SuccessFactors Compensation, SAP Data Encryption by CipherCloud for SAP SuccessFactors Succession & Development, SAP Data Encryption by CipherCloud for SAP SuccessFactors Learning ...................................................................................................................22 S/4HANA Packages .........................................................................................................................................................................22 DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 1.5 General terms for S/4HANA Packages ................................................................................................................................22 1.6 Named User and Metric Requirements for S/4HANA Packages ...........................................................................................22 1.7 SAP S/4HANA Compatibility Packs ...................................................................................................................................22 1.8 S/4HANA Enterprise Management. ....................................................................................................................................22 1.9 S/4HANA Enterprise Management for Professional use. .....................................................................................................22 1.10 S/4HANA Enterprise Management for Functional use and S/4HANA Enterprise Management for Productivity use. ................................................................................................................................................................................. 22 1.11 S/4HANA Developer access............................................................................................................................................... 23 1.12 S/4HANA Central Finance, central finance foundation (“S/4HANA Central Finance”) ........................................................ 23 1.13 SAP S/4 HANA Incentive and Commission Management ................................................................................................... 23 1.14 SAP S/4 HANA for subscription billing.............................................................................................................................. 23 1.15 SAP S/4HANA for energy utilities meter data management and operations, SAP S/4HANA for energy utilities bill- to-cash management, SAP S/4HANA for water utilities meter data management and operations, SAP S/4HANA for water utilities bill-to-cash management. ....................................................................................................................................................23 1.16 SAP S/4HANA for commercial project management, cost and revenue planning .................................................................23 1.17 SAP Portfolio and Project Management for SAP S/4HANA, standard..................................................................................23 1.18 SAP S/4HANA for O&G secondary distribution management .............................................................................................23 1.19 SAP S/4HANA Finance for treasury and risk management ..................................................................................................23 1.20 SAP Business Integrity Screening for S/4HANA .................................................................................................................23 1.21 SAP S/4HANA R&D for Enterprise Product Engineering ...................................................................................................23 1.22 SAP S/4HANA R&D for Enterprise Product Formulation ...................................................................................................23 1.23 SAP Knowledge Accelerator Bundle for S/4HANA ............................................................................................................23 1.24 Sales and Service Order Execution for B2B and B2C for S/4HANA ....................................................................................24 1.25 Sales and Service Order Execution for B2C for S/4HANA ..................................................................................................24 1.26 Purchase Order Execution for S/4HANA ............................................................................................................................24 1.27 SAP S/4HANA Oil & Gas for upstream operations management .........................................................................................24 1.28 SAP S/4HANA Oil & Gas for upstream contracts management ...........................................................................................24 1.29 SAP Tax, Benefits, and Payment Processing for Public Sector for S/4HANA .......................................................................24 1.30 SAP Tax Compliance for S/4HANA ...................................................................................................................................24 1.31 SAP Business Partner Screening for S/4HANA ...................................................................................................................24 1.32 SAP S/4HANA for Advanced Variant Configuration, standard ............................................................................................24 1.33 SAP OpenHub for S/4HANA .............................................................................................................................................24 1.34 SAP S/4HANA, supply chain integration add-on for SAP Integrated Business Planning ......................................................24 1.35 SAP S/4HANA Digital Access ...........................................................................................................................................24 1.36 SAP S/4HANA for financial products subledger, banking option .........................................................................................25 1.37 SAP S/4HANA for financial products subledger, insurance option ......................................................................................25 1.38 SAP Assurance and Compliance Software (ACS) for S/4HANA (included Applications: Business Integrity Screening, Tax Compliance & Audit Management) .....................................................................................................................................25 S/4HANA Third Party Reselling.......................................................................................................................................................25 1.39 SAP Document Access by OpenText for SAP S/4HANA, SAP Archiving by OpenText for SAP S/4HANA ........................25 1.40 SAP Document Access by OpenText, limited access option for SAP S/4HANA, SAP Archiving by OpenText, limited access option for SAP S/4HANA, SAP Extended ECM by OpenText, limited access option for SAP S/4HANA ............................25 ERP 25 2.1 Purchase Order Execution (“POE“) .................................................................................................................................... 25 DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 2.2 Sales and Service Order Execution for B2B and B2C (“SOE B2B/C“) .................................................................................25 2.3 Sales and Service Order Execution for B2C (“SOE B2C“) ...................................................................................................25 2.4 SAP Digital Access ............................................................................................................................................................25 2.5 SAP Enterprise Risk and Compliance Management, risk management and Bank Communication Management . 26 2.6 SAP Treasury and Risk Management ..................................................................................................................................26 2.7 SAP (EHS Management, Environment, Health and Safety; SAP EHS Management, Product Safety; SAP EHS Management, Product and REACH compliance.) ......................................................................................................................................26 2.8 SAP EHS Management, Environment, Health and Safety ....................................................................................................26 2.9 SAP Quality Issue Management ..........................................................................................................................................26 2.10 SAP Management of Change ..............................................................................................................................................26 Line Of Business ..............................................................................................................................................................................26 2.11 Track & Trace and Extended Warehouse Management ........................................................................................................26 2.12 SAP Transportation Management/SAP Transportation Management for T&L ......................................................................26 2.13 SAP Manufacturing Execution (ME)...................................................................................................................................26 2.14 SAP Customer Engagement and Commerce (CEC) .............................................................................................................26 2.15 SAP CRM Sales; SAP CRM Service; SAP CRM Marketing................................................................................................27 2.16 SAP CRM Sales, Limited Access; SAP CRM Service, Limited Access; SAP CRM Marketing, Limited Access ...................27 2.17 SAP Billing, charging; SAP Billing ....................................................................................................................................27 2.18 SAP Enterprise Product Engineering Package .....................................................................................................................27 2.19 SAP Enterprise Product Formulation Package .....................................................................................................................27 2.20 SAP Yard Logistics ............................................................................................................................................................27 2.21 SAP ERP, supply chain integration add-on for SAP Integrated Business Planning................................................................27 2.22 SAP Extended Sourcing and SAP Contracts Lifecycle Management ....................................................................................27 2.23 SAP Portfolio and Project Management, standard................................................................................................................27 2.24 SAP Visual Enterprise ........................................................................................................................................................27 2.25 SAP Contact Center ............................................................................................................................................................27 2.26 SAP Commercial Project Management ...............................................................................................................................27 2.27 SAP Commercial Project Management, option for cost and revenue planning ......................................................................27 2.28 SAP ERP Limited Runtime.................................................................................................................................................27 Industry Portfolio .............................................................................................................................................................................27 3.1 SAP Upstream Operations Management for Oil & Gas ........................................................................................................27 3.2 SAP Secondary Distribution Management for Oil & Gas .....................................................................................................27 3.3 SAP Military Data Exchange. .............................................................................................................................................27 3.4 SAP Tax, Benefits, and Payment Processing for Public Sector .............................................................................................27 3.5 SAP Multichannel Foundation for Utilities ..........................................................................................................................27 3.6 SAP Regulatory Report by iBS, Accounts;SAP Regulatory Report by iBS, Derivatives; SAP Regulatory Report by iBS, P/C/S Cashflow; SAP Regulatory Report by iBS, Retail Cashflow.......................................................................................28 3.7 SAP Business Integrity Screening .......................................................................................................................................28 3.8 SAP Medical Research Insights ..........................................................................................................................................28 3.9 Cerner i.s.h.med User; Cerner i.s.h.med from SAP, basic medical record bundle; Cerner i.s.h.med from SAP, advanced medical record bundle; Cerner i.s.h.med from SAP, tasks and pathways bundle; Cerner i.s.h.med from SAP, specialty surgery bundle; Cerner i.s.h.med from SAP, specialty radiology bundle; Cerner i.s.h.med from SAP, mobile access bundle .............28 3.10 SAP Budgeting and Planning for Public Sector ...................................................................................................................28 3.11 SAP Investigation Management for Public Sector................................................................................................................28 DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 3.12 SAP Knowledge Accelerator Bundle for ERP ...................................................................................................... 28 3.13 SAP Mobile Inclusive Banking, SAP Omnichannel Banking, digital commercial option, SAP Omnichannel Banking, digital retail option ............................................................................................................................................... 28 3.14 SAP Big Data Margin Assurance ........................................................................................................................ 28 3.15 Credit card management .................................................................................................................................... 28 3.16 SAP Predictive Maintenance and Service, add on for utilities .............................................................................. 28 Third Party Reselling ....................................................................................................................................................... 28 4.1 SAP LoadRunner by Micro Focus (“LR”) ............................................................................................................. 28 4.2 SAP Document Access by OpenText (“DA”), SAP Archiving by OpenText (“Archiving”) ....................................... 28 4.3 SAP SucccessFactors Extended Enterprise Management by OpenText .............................................................. 28 4.4 SAP Extended ECM for Government by OpenText, SAP Extended ECM for Government by OpenText, limited access option (“xECM for Government”) ............................................................................................................. 28 4.5 SAP Document Access by OpenText, Limited Access option, SAP Archiving by OpenText, Limited Access option, SAP Extended ECM by OpenText, Limited Access option, SAP Extended ECM for Government by OpenText, Limited Access option ......................................................................................................................................... 28 4.6 OCR option for SAP Invoice Management by OpenText (“OCR”) ......................................................................... 28 4.7 SAP Dispatching & Planning – Long Term Planning by Prologa; SAP Dispatching & Planning – Operational Planning by Prologa; SAP Legal Requirements by Prologa ................................................................................. 28 4.8 SAP Mobile Order Management by PROLOGA ................................................................................................... 29 4.9 BSI U.S. Payroll Tax Processing ......................................................................................................................... 29 4.10 SAP Digital Content Processing by OpenText ..................................................................................................... 29 4.11 SAP Enterprise Asset Management, S/4HANA add-on for MRO by HCL, base package ..................................... 29 SAP NetWeaver .............................................................................................................................................................. 29 5.1 General terms applicable to use of SAP Netweaver ............................................................................................ 29 5.2 SAP NetWeaver OpenHub.................................................................................................................................. 29 5.3 SAP Enterprise Master Data Management .......................................................................................................... 29 5.4 SAP Identity Management .................................................................................................................................. 29 5.5 SAP Process Orchestration, Edge edition, premier option ................................................................................... 29 5.6 SAP Process Orchestration, Edge edition, standard option ................................................................................. 29 5.7 SAP Landscape Management............................................................................................................................. 30 5.8 SAP Enterprise Threat Detection ........................................................................................................................ 30 5.9 SAP Intelligent Business Operations bundle ........................................................................................................ 30 5.10 SAP Information Lifecycle Management (“ILM”) .................................................................................................. 30 5.11 Productivity Apps ................................................................................................................................................ 30 5.12 SAP Master Data Governance, Edge edition ....................................................................................................... 30 5.13 SAP NetWeaver OpenHub, Edge edition. ........................................................................................................... 30 5.14 SAP NetWeaver Foundation for Third Party Applications..................................................................................... 30 SAP Business Objects .................................................................................................................................................... 30 6.1 Non-Productive Use............................................................................................................................................ 30 SAP BusinessObjects Business Intelligence Solutions ..................................................................................................... 30 6.2 SAP BusinessObjects Business Intelligence ....................................................................................................... 30 6.3 SAP BusinessObjects Enterprise, public document ............................................................................................. 31 6.4 SAP BusinessObjects Dashboards ..................................................................................................................... 31 6.5 SAP Predictive Analytics suite ............................................................................................................................ 31 6.6 SAP Predictive Analytics suite, Edge Edition ....................................................................................................... 31 DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 6.7 SAP Predictive Analytics modeler ....................................................................................................................... 31 6.8 SAP Predictive Analytics, application edition ....................................................................................................... 31 SAP Enterprise Information Management Solutions ......................................................................................................... 31 6.9 SAP Enterprise Information Management (EIM) Packages .................................................................................. 31 6.10 SAP Data Services ............................................................................................................................................. 31 6.11 SAP Data Services, enterprise edition ................................................................................................................. 31 6.12 SAP Data Integrator, premium edition ................................................................................................................. 31 SAP Enterprise Performance Management ..................................................................................................................... 31 6.13 Enterprise Performance Management Professional Edition Packages ................................................................. 31 6.14 Enterprise Performance Management Standard Edition Packages ...................................................................... 32 6.15 SAP Financial Consolidation. .............................................................................................................................. 32 6.16 SAP Business Planning and Consolidation, version for SAP NetWeaver (planning only)...................................... 32 6.17 SAP Business Planning and Consolidation, version for SAP BW/4HANA and SAP Business Planning and Consolidation, version for SAP BW/4HANA (planning only) ................................................................................. 32 6.18 SAP Business Planning and Consolidation, version for SAP BW/4HANA, Standard Ed. and SAP Business Planning and Consolidation, version for SAP BW/4HANA (planning only), Standard Ed....................................... 32 6.19 SAP Business Planning and Consolidation, version for SAP BW/4HANA (planning only) ..................................... 32 6.20 SAP Financial Information Management, professional edition and SAP Financial Information Management, standard edition .................................................................................................................................................. 32 SAP Governance, Risk and Compliance Solutions .......................................................................................................... 32 6.21 SAP Governance, Risk and Compliance Solutions .............................................................................................. 32 6.22 SAP Tax Compliance, SAP Tax Compliance for S/4HANA .................................................................................. 33 6.23 SAP Business Partner Screening, SAP Business Partner Screening for S/4HANA .............................................. 33 SAP BusinessObjects solutions for SME ......................................................................................................................... 33 6.24 SAP Data Services, Edge edition and Data Integrator, Edge edition (Edge EIM Solutions) .................................. 33 6.25 SAP Business Planning and Consolidation, Edge edition, version for SAP NetWeaver ........................................ 33 6.26 SAP BusinessObjects BI, Edge edition (BI Edge) ................................................................................................ 33 6.27 SAP BW/4HANA................................................................................................................................................. 34 SAP Crystal .................................................................................................................................................................... 34 7.1 Use Rights for All SAP Crystal Products .............................................................................................................. 34 7.2 SAP Crystal Reports runtime product .................................................................................................................. 34 7.3 SAP Crystal Server ............................................................................................................................................. 35 7.4 SAP Crystal Reports Server OEM Embedded ..................................................................................................... 35 Supplementary Products ................................................................................................................................................. 35 Directories ...................................................................................................................................................................... 35 8.1 Additional license conditions ............................................................................................................................... 35 8.2 Licensing Information .......................................................................................................................................... 35 8.3 Limitation of liability ............................................................................................................................................ 36 Database and Techology Portfolio Products (Excluding HANA) ....................................................................................... 36 9.1 Earlier Versions .................................................................................................................................................. 36 9.2 SAP ASE Runtime Edition .................................................................................................................................. 36 9.3 SAP Adaptive Server Platform ............................................................................................................................ 36 9.4 SAP ASE, Edge Edition, advanced version. ........................................................................................................ 36 9.5 SAP SQL Anywhere workgroup, Edge edition ..................................................................................................... 36 DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 9.6 SAP PowerDesigner DataArchitect, Edge edition and SAP PowerDesigner EnterpriseArchitect ........................... 36 9.7 SAP Vora, standard edition ................................................................................................................................. 36 9.8 SAP Data Hub .................................................................................................................................................... 36 Mobile 36 10.1 Earlier versions ................................................................................................................................................... 36 10.2 Mobile enabled ................................................................................................................................................... 36 10.3 SAP Enterprise Integration for Mobile Apps Software .......................................................................................... 36 SAP HANA...................................................................................................................................................................... 36 11.1 Definitions .......................................................................................................................................................... 36 11.2 SAP HANA, enterprise edition............................................................................................................................. 36 11.3 SAP HANA, standard edition .............................................................................................................................. 37 11.4 SAP HANA, Edge edition, advanced version (“SAP HANA Edge advanced”) ....................................................... 37 11.5 Deploying multiple SAP HANA tenants ............................................................................................................... 37 11.6 SAP HANA, runtime Edition for SAP BW (“HANA Runtime for BW”) licensed by HANA SAP Application Value .... 37 11.7 SAP HANA, Limited Runtime edition for Applications HANA Apps Only (“Limited HANA Runtime”) ...................... 37 11.8 SAP HANA, standard edition options .................................................................................................................. 38 11.9 SAP HANA, data privacy option .......................................................................................................................... 38 11.10 SAP HANA, information management option ...................................................................................................... 38 11.11 SAP HANA, predictive option .............................................................................................................................. 38 11.12 SAP HANA, replication option ............................................................................................................................. 38 11.13 SAP HANA, search and text option ..................................................................................................................... 38 11.14 SAP HANA, spatial and graph option .................................................................................................................. 38 11.15 SAP HANA, streaming analytics option ............................................................................................................... 39 11.16 SAP HANA, active/active read-enabled option .................................................................................................... 39 11.17 SAP Near-line storage for SAP BW and SAP BW/4HANA ................................................................................... 39 11.18 SAP HANA, runtime edition for applications and SAP BW licensed by HANA SAP Application Value................... 39 11.19 SAP HANA, runtime edition for applications and SAP BW –Partial licensed by HANA SAP Application Value (“HANA REAB-Partial”) ....................................................................................................................................... 39 11.20 Terms of use for Twitter API contained within SAP HANA, enterprise edition; SAP HANA, runtime edition for applications and SAP BW; and SAP HANA, information management option ...................................................... 40 11.21 SAP HANA Cold Data Tiering ............................................................................................................................. 40 11.22 SAP HANA Client Software................................................................................................................................. 40 Focused Business Solutions............................................................................................................................................ 40 12.1 Special support ................................................................................................................................................... 40 12.2 Strategy & Conditions Site .................................................................................................................................. 40 Repeatable Custom Solution (“RCS”) Software. ............................................................................................................... 40 13.1 Prerequisite to use .............................................................................................................................................. 40 13.2 Not standard software ......................................................................................................................................... 40 Exhibit 4 - Pass Through Terms for Third Party Databases .............................................................................................. 41 Exhibit 5 - Pass Through Terms for Directories ................................................................................................................ 58 Exhibit 6 – SAP Business One Software .......................................................................................................................... 73 Exhibit 7 – Terms relating to Third Party Web Services .................................................................................................... 75 DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 PREAMBLE The terms set forth in this SAP Software Use Rights document (“Use Terms”) apply to any Named Users and Packages (both as defined in Section 1.1.1 hereof) licensed pursuant to the Agreement (including orders placed directly with SAP or through an authorized reseller, distributor, original equipment manufacturer (“OEM”) or other authorized partner of SAP) referencing these Use Terms (including without limitation references to “Product Use Rights” or similar naming conventions). Except as otherwise set forth herein, each capitalized term referenced in these Use Terms shall have the meaning given it in the GTC. Unless otherwise indicated, terms/restrictions applicable to a component also apply when that component is included/embedded with another Package. 1. LICENSING PRINCIPLES / RULES OF USE 1.1 Definitions 1.1.1 As used in these Use Terms: 1) each Software and/or Third Party Software (as defined in the GTC) product licensed pursuant to the Agreement referencing these Use Terms may be referred to as a “Software Package” (when referencing only Software) or “Third Party Software Package” (when referencing only Third Party Software) or “Package” (when referencing both Software and Third Party Software); 2) “Named User” shall mean any individual authorized by Licensee to Use (in accordance with the terms of the Agreement) a Package, including without limitation employees of its Affiliates or its Business Partners; 3) “Named User License” shall mean the Metric and Licensed Level applicable to each Named User; 4) “Package License” shall mean the Metric and Licensed Level applicable to each Package; a Package License for any Package referenced in Exhibit 3 shall include, and be subject to, the specific terms / Use rules applicable to such Package as outlined in Exhibit 3; 5) “Metric” shall mean a) when referenced in the context of a Named User, the individual Named User category and type (and corresponding Named User definition setting for such Named User’s Use rights) as further described in Section 2.1 hereof -and- b) when referenced in the context of a Package, the individual business metric corresponding with each Package as further described in Section 2.2 hereof; 6) “Licensed Level” shall mean a) when referenced in the context of a Named User, the quantity of Metric for which each individual Named User category and type is licensed - and- b) when referenced in the context of a Package, the quantity of Metric for which each individual Package is licensed; 7) “Use" means to activate the processing capabilities of the Software, load, execute, access, employ the Software, or display information resulting from such capabilities. Use may occur by way of an interface delivered with or as a part of the Software, a Licensee or third-party interface, or another intermediary system; and 8) “Order Form” shall mean the order document for the Named Users and Packages licensed under the Agreement, including order documents placed directly with SAP or through an authorized reseller, distributor, OEM or other authorized partner of SAP. 1.2 Standard License Principles / Rules of Use 1.2.1 Named User License & Package License Required. Except as otherwise specifically provided in Sections 1.3.2, 2.1.4 and 3 or stipulated otherwise by the Price List hereof with respect to applicability of Named User Licenses, 1) the Use of any Package requires both a Named User License and a Package License; 2) Licensee needs to hold a Named User License for any individual accessing any Package, and such Named User License shall define the extent to which such individual may Use the Package, such Use of the Package in all cases being further subject to the Package License and otherwise in accordance with the terms of the Agreement, unless otherwise set forth in Exhibit 3. Named User Licenses cannot be assigned to more than one individual. 1.2.1.1 Named User Exception. Where data is exported from any licensed Software (excluding all SAP Business Warehouse Software and/or third party databases) to Non-SAP Application(s) pursuant to a predefined query that (i) was created by an individual licensed to Use the Software from which the data is being exported and (ii) runs automatically on a scheduled basis, the use of such data by Non-SAP Application(s) and/or their users does NOT require a license hereunder provided such use does not result in any updates to and/or trigger any processing capabilities of any licensed Software. “Non-SAP Application(s)” means any technologies, other than licensed Software, for which Licensee has secured an appropriate license from an entity other than SAP, SAP SE, and/or any of its/their subsidiaries and/or distributors. 1.2.1.2 Named User Exception. Individuals licensed as SAP Business One users who Use the SAP Business One Software which interfaces to a separate Licensee SAP ERP installation are not required to be licensed as SAP Named Users under Licensee’s agreement with SAP or an authorized SAP affiliate for such SAP ERP System. 1.2.2 Additional Named User Rules for SBOP and Legacy SBOP Software Not Licensed For Standalone Use. “SBOP” and “Legacy SBOP” shall mean any Software identified as SBOP or Legacy SBOP, respectively in these Use Terms. Unless otherwise specifically set forth herein, all references to “SBOP” shall be deemed to include any licensed Software identified under any Order Form as “Legacy SBOP”; however, references to “Legacy SBOP” shall only mean any licensed Software specifically identified as “Legacy SBOP” on Exhibit 1 Any licensed Legacy SBOP may only be Used by individuals licensed as an Expert User, Business Analytics Professional User, BI Limited User, or Business Information User, and such Use shall be in accordance with each individual’s respective Named User type (and subject to the applicable Licensed Level(s) for such Software). 1.2.3 Runtime Software. Licensed Package(s) may utilize limited functionality of other Packages for which Licensee does not hold a license (“Runtime Software”). Until Licensee has expressly licensed the Runtime Software, Licensee’s Use of such Runtime Software is limited to access by and through the licensed Package(s), and any permitted Modifications thereto for the sole purpose of enabling performance of the licensed Package(s) and integrating data from licensed SAP Software as specified in the Documentation. In the event Licensee Uses a Package to build and/or operate a custom developed or third party application, additional licenses may be required. 1.2.4 Country / Language Versions and Availability Restrictions. There are no applicable country/language specific versions licensed by Licensee from SAP unless otherwise specifically stated in an Order Form. Packages may be subject to availability restrictions. Information about such restrictions including country availability, supported languages, supported operating systems and databases may be provided through the Product Availability Matrix (PAM) published at www.service.sap.com/pam or otherwise included in the Documentation. 1.2.5 Internet Connectivity. Some Packages require connection to the internet in order to properly function. Licensee is responsible for obtaining internet connectivity and SAP will not be responsible for loss of functionality due to failure of internet connectivity. 1.2.6 Third Party Web Services. Some Packages enable connection to Third Party Web Services. Terms related to those Third Party Web Services are contained in Exhibit 7 of these Use Terms. For the purposes of these Use Terms, “Third Party Web Services” means (i) any and all web services made available by third parties (other than SAP, SAP SE and/or any of their affiliated companies) that are accessible through or enabled by the Software or SAP Materials, and (ii) any and all application programming interfaces, web service definition files, and other materials made available by or on behalf of such third party web service providers to facilitate the access to and use of such web services. 1.3 Exceptional License Principles / Rules of Use for Special License Scenarios 1.3.1 This Section 1.3 sets forth the exceptional license principles / rules of Use for the following special license scenarios (“Special License Scenarios”), and, to the extent the exceptional license principles / rules of Use for any Special License Scenario identified in this Section 1.3 contradict the standard license principles / rules of Use set forth in the Agreement and Section 1.2 hereof, then the terms of this Section 1.3 shall control over those contradicting terms in Section 1.2 hereof. 1.3.2 Standalone Use. Software is licensed for Standalone Use if identified as such in the applicable Order Form. “Standalone Use” means the Software (and any corresponding Third Party Software) identified as “Standalone Use” that may only be Used with other Software and/or Third Party Software with the same “Standalone Use” designation in the applicable Order Form from SAP or an authorized reseller, distributor, or other authorized partner of SAP and/or or non- SAP branded software licensed from third parties. For avoidance of doubt, all Software licensed under a Restricted License (as defined in Section 1.3.3) or by an SAP acquired entity prior to its legal integration with a successive SAP entity is deemed licensed for Standalone Use only. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 1.3.2.1 Standalone Use of Legacy SBOP Software. Use of Legacy SBOP licensed for Standalone Use does require a Named User License in addition to the Package License for the actual Legacy SBOP. SBOP Software licensed from any resellers, distributors, OEMs or other third parties may be Used solely for Standalone Use, unless otherwise agreed by SAP in writing in the applicable Order Form. The only Named User types authorized to use Legacy SBOP licensed for Standalone Use are SAP Application Standalone Business Analytics Professional User, SAP Application Standalone BI Limited User, or SAP Application Business Information Viewer User, and such Use shall be in accordance with each individual’s respective Named User type (and subject to the applicable Licensed Level(s) for such Software). 1.3.3 Restricted License. If Licensee acquired the Software bundled or otherwise provided in combination with or for use with a third party product (“OEM Application”) from a third party, Licensee has acquired a Restricted License. Licensee may use each licensed copy of the Software only in conjunction with the OEM Application with which it was provided. Accessing data that is not specifically created or necessary to enable the functionalities of the OEM Application is in violation of this license. If the OEM Application requires the use of a data mart or data warehouse, the OEM Application may be used with the data mart or data warehouse only to access data created or necessary to enable the functionalities of the OEM Application. Restricted Licenses may not be combined or used with unrestricted licenses. 1.3.4 Subscription License. Unless otherwise agreed in writing between the parties, if the Software is licensed on a subscription basis, Licensee is granted a non- exclusive and non-transferable license to use the Software for a twelve-month term, renewable annually at Licensor’s then current rate or such other term as mutually agreed in writing by the parties. 1.3.5 Development License. Unless otherwise agreed in writing between the parties, if Licensee receives a development license, you may use the number and type of licenses acquired only to develop or test such developments. A development license cannot be used in or transferred to a production environment. 1.3.6 Update License. Unless otherwise agreed in writing between the parties, if you receive the Software as an update to a previously licensed product, your license to use the Software is limited to the aggregate number of licenses you have acquired for the previous product. If you choose to use the Software and the previous product simultaneously, the aggregate number of licenses used to access the Software and the previous product may not exceed the aggregate number of licenses you acquired for the previous product. 1.3.7 Promotional License. Unless otherwise agreed in writing between the parties, if you received the Software as a special offer or promotional license (“Promotional License”), you may only use the Promotional Licenses with a new Deployment. Promotional Licenses may not be added to or used with an existing Deployment or Project. 1.3.8 Evaluation/Not for Resale License. Unless otherwise agreed in writing between the parties, an Evaluation or Not for Resale License may be used only for the number and type of licenses specified and for the period specified on the Software packaging, ordering or shipping documentation. Upon expiration of such specified period, the Software associated with an Evaluation or Not For Resale license will not function unless Licensee has obtained applicable permanent license keys. If the ordering or shipping documentation specifies a particular project, the Software may be used only with that project. An Evaluation License may only be used for evaluation purposes and may not be used for production purposes. Notwithstanding any other provision of this Agreement, Software provided under an Evaluation or Not for Resale License are provided “AS-IS” without warranty of any kind, express or implied. An Evaluation License or Not for Resale License may be terminated by SAP upon written notice at any time. 1.3.9 SAP Business One Software. Additional terms and conditions related to the licensing of SAP Business One Software, including applicable Metrics and Package restrictions, are stated in Exhibit 6. Use of third party database products with SAP Business One may be subject to additional terms and conditions required by SAP’s suppliers. Such additional terms and conditions are set forth in Exhibit 4, “Pass-Through Terms for Third Party Databases.” 2. METRICS 2.1 Named User Principles and Metrics 2.1.1 Named User Principles. Except as otherwise specifically provided in Sections 1.3.2 , 2.1.4 and 3 hereof with respect to applicability of Named User Licenses, only appropriately licensed Named Users may Use a Package, and such Use shall be subject to the “Named User License” and the “Package License”, and be otherwise in accordance with the terms of the Agreement, unless otherwise set forth in Exhibit 3 hereto. The transfer of a Named User License from one individual to another may only be done in if the individual to which the Named User License is assigned (i) is on vacation, (ii) is absent due to sickness, (iii) has his/her employment terminated, (iv) is moved into a new job function which no longer requires him/her to Use any Packages or (v) is subject to a condition that is otherwise agreed by SAP. 2.1.2 Important Note for Licensees with Contracts from June 2014 and earlier. Such Licensees may have licensed one of the following previous user types: mySAP.com Users, SAP Business Suite Users, SAP ERP Users, Individual SAP solutions Users, SAP Application Users, SAP BA&T Users. Licensees that have already licensed one or several of the above user types are permitted to license additional quantites of the same user types. Such Licensees are not permitted to license SAP Named Users within their existing license contract. 2.1.3 Named User Metric – Categories, Types and Corresponding Definitions. Named User Metrics, including categories, types and corresponding definitions, are stated in Exhibit 2, which is incorporated herein by reference. 2.1.4 Named User Exceptions: 2.1.4.1 Suppliers When accessing the following SAP Software Packages, suppliers do not require Named User licenses: SAP Extended Sourcing, SAP Extended Procurement, SAP Supplier Self Services, SAP Supplier Lifecycle Management, SAP SRM Rapid Deployment Edition, SAP Supplier Collaboration, SAP Customer Collaboration, SAP Outsourced Manufacturing, SAP Trade Promotion Planning for Consumer Products, SAP Trade Promotion Execution for Consumer Products, SAP Trade Funds and Claims Management for Consumer Products, SAP Subcontractor Management for Consumer Products, SAP Procurement for Public Sector, SAP Supplier Relationship Management & Logistics for Health Care. 2.1.4.2 Business Partners: When accessing the following SAP Software Packages, Business Partners do not require Named User Licenses:, SAP Contract Lifecycle Management. 2.1.4.3 Customers: When accessing the following SAP Software Packages, customers do not require Named User Licenses: SAP Bill-To-Cash Management for Energy Utilities, SAP Bill-To-Cash Management for Water Utilities, SAP Bill-To-Cash Management for Waste and Recycling. 2.1.4.4 Employees: When accessing the following SAP Software Packages, Employees do not require Named User Licenses: SAP IT Service Desk Operation, SAP Workforce Management for Retail. 2.1.4.5 Appraisers: When accessing the following SAP Software Package(s) appraisers do not require Named User Licenses: SAP Supplier Lifecycle Management. 2.1.4.6 Consumers/Constituents: Individuals who are not employees of Licensee or Licensee’s Business Partners and who purchase or receive goods and/or services from Licensee do not require Named User licenses unless otherwise set forth herein. 2.2 Package Principles and Metrics 2.2.1 Package Principles. Each Package is licensed based upon the Metric applicable to it, and in no case may Use of a Package exceed the License Level for which the Package is licensed. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 2.2.2 Package Metrics – Types and Corresponding Definitions. Package Metrics, including types and corresponding definitions, are stated in Exhibit 2, which is incorporated herein by reference. 3. PACKAGE SPECIFIC TERMS / USE RULES 3.1 Package Licenses. A Package License for any Package referenced in Exhibit 3 shall include, and be subject to, the specific terms / Use rules applicable to such Package as outlined in Exhibit 3, which is incorporated herein by reference. 3.2 Applicability. This Section 3.2 applies to any Package (including, without limitation, databases) licensed pursuant to an Order Form and identified as a Third Party Software (including databases) in such Order Form (as used herein, “Third Party Software Package”) and control over any conflicting terms set forth in the Agreement. All Third Party Software Packages are restricted for Use solely in conjunction with the particular Package intended by SAP to be used therewith or with which SAP provides the Third Party Software Package, and Third Party Software Packages may not be used with any other Package, or on an individual basis. Unless otherwise specifically provided in Section 3 of the Use Terms, any Use of the Third Party Software Packages (whether productive or non- productive) shall count against the Licensed Level for any applicable Metric. 3.2.1 Exceptions from GTC for Third Party Software Packages. 3.2.1.1 Section 6.3 (Modification / Add-on) of the GTC shall not apply to any Third Party Software Packages unless otherwise set forth herein. Licensee shall not make Modifications or Add-ons to Third Party Software Packages, or otherwise modify Third Party Software Packages unless expressly authorized by SAP in writing. 3.2.1.2 Limitation of Liability. ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, WITH RESPECT TO ANY AND ALL CLAIMS AND DAMAGES OF ANY KIND OR NATURE IN ANY WAY ARISING FROM OR RELATED TO THE THIRD PARTY SOFTWARE LICENSED PURSUANT TO AN ORDER FORM REFERENCING THESE USE TERMS, UNDER NO CIRCUMSTANCES SHALL SAP OR ITS LICENSORS BE LIABLE TO EACH OTHER OR ANY OTHER PERSON OR ENTITY FOR AN AMOUNT OF DAMAGES IN EXCESS OF THE PAID LICENSE FEES FOR THE APPLICABLE THIRD PARTY SOFTWARE DIRECTLY CAUSING THE DAMAGES OR BE LIABLE IN ANY AMOUNT FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, OR EXEMPLARY OR PUNITIVE DAMAGES. 3.3 Databases 3.3.1 If a runtime database is licensed and the Order Form does not exclude any Packages licensed thereunder from such runtime database license, then the following terms shall govern Licensee’s Use of such runtime database: 3.3.1.1 Licensee may only Use the runtime database licensed pursuant an Order Form referencing these Use Terms in conjunction with its Use of the Packages licensed pursuant to such Order Form. In the event Licensee Uses the licensed runtime database other than as specified in this paragraph, a full use license, including programming tools, must be licensed directly from an authorized vendor. 3.3.2 If a runtime database is licensed and the Order Form excludes certain Software Packages licensed thereunder from such runtime database license (“Excluded Components”), then the following terms shall govern Licensee’s Use of such runtime database: 3.3.2.1 Licensee may only Use the runtime database licensed pursuant an Order Form referencing these Use Terms in conjunction with its Use of the Packages licensed pursuant to such Order Form that are not Excluded Components. In the event Licensee Uses the licensed runtime database other than as specified in this paragraph, a full use license, including programming tools, must be licensed directly from an authorized vendor. 3.3.2.2 The Excluded Components may require a database product. Respective to the Excluded Components: (i) neither the Order Form nor the Agreement contain a license to use any database product, even where integrated or pre-installed as part of the Excluded Components; (ii) each database product is subject to its respective vendor license agreement; (iii) SAP makes no representations or warranties as to the terms of any license or the operation of any database product obtained directly from a third party vendor; and (iv) Licensee is responsible for support and maintenance of any database product obtained from a third party vendor, and SAP has no responsibility in this regard. 3.3.3 If a runtime database is not licensed, then the following terms shall apply: 3.3.3.1 The Packages licensed pursuant to an Order Form referencing these Use Terms may require a database product. Respective to such Packages: (i) neither the Order Form nor the Agreement contain a license to use any database product, even where integrated or pre-installed as part of such Software and/or third party software; (ii) each database product is subject to its respective vendor license agreement; (iii) SAP makes no representations or warranties as to the terms of any license or the operation of any database product obtained directly from a third party vendor; and (iv) Licensee is responsible for support and maintenance of any database product obtained from a third party vendor, and SAP has no responsibility in this regard. 3.3.4 Database Deployment And Communication Rights And Restrictions (Segregated Database Landscape): The following shall apply where Licensee: (a) licenses a TPD (as defined below) for Use with some, but not all, SAP Software Packages(s) and/or Named User(s) that are SAV relevant for such TPD; and/or (b) licenses a TPD and any Package(s) having “S/4 HANA” in the Package name or otherwise identified in the Agreement as an “S/4 HANA” Package. 3.3.4.1 Notwithstanding anything to the contrary in the Agreement, where some of the Software and third party software (excluding “TPD” as later defined) licensed under the Agreement (“SW”) is licensed for Use with a third party runtime database also licensed under the Agreement (“TPD”), and some SW is not licensed for Use with such TPD, then the following deployment and communication rights and restrictions shall apply: (a) Deployment Rights & Restrictions. As referenced herein, “Technical Installation” means a deployment of SW running on a unique database instance. Subject to any applicable SAP database license fees and Section 1.5 (S/4HANA Packages) of this SUR, SW licensed for Use with such TPD can be deployed in any of the following “Installation Types”: (1) “Type 1 Installation” means any Technical Installation upon which all SW deployed is licensed for Use with, and is running on, such TPD; (2) “Type 2 Installation” means any Technical Installation upon which all SW deployed is licensed for Use with, but is not running on, such TPD; and, (3) “Type 3 Installation” means any Technical Installation upon which none of the SW, or only a portion of the SW, deployed is licensed for Use with such TPD, and therefore a TPD is not deployed and/or running. SW not licensed for Use with a TPD can only be deployed in Type 3 Installations and is subject to any applicable SAP database license fees. The Technical Installation(s) for each Installation Type must be separate from the Technical Installation(s) used for other Installation Types. (b) Installation Communication Rights and Restrictions. (1) Between Type 1 Installation and Type 2 Installation. Bi-directional communication (including data transfers) shall be permitted between SW and/or TPD in Type 1 Installations and SW in Type 2 Installations. (2) Between Type 1 Installation and Type 3 Installation. (A) Database Level Communication. Communication (including data transfers) at the database level shall be limited to a one-time productive transfer of data (“Initial Data Load”) directly from TPD in Type 1 Installation to SAP HANA Software in Type 3 Installation. For purposes of clarification, unlimited transfers of data directly from TPD in Type 1 Installation to SAP HANA Software in a separate, non-productive Type 3 Installation shall be permitted prior to conclusion of the Initial Data Load. (B) Application Level API Communication. Bi-directional communication (including data transfers) occurring via “Application Level APIs” is permitted. “Application Level APIs” are those application programming interfaces delivered as part of the licensed SW, excluding all application programming interfaces/technologies when such interfaces/technologies are used to communicate with and/or replicate data at a database level. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 (3) Between Type 2 Installation and Type 3 Installation. (A) SAP HANA Level Communication. Communication (including data transfers) at the SAP HANA Software level shall be limited to one-way transfers of data directly from SW in Type 3 Installations to SAP HANA Software in Type 2 Installations. (B) Application Level API Communication. Bi-directional communication (including data transfers) occurring via Application Level APIs is permitted. (4) Other than those database level communication (including data transfer) rights permitted in Sections (b)(1) and (b)(2)(A) above, all communication (including data transfers) between any technology and any TPD must occur exclusively through Application Level APIs and not directly with such TPD. 3.3.5 Standalone Use for Third Party Databases If an Order Form referencing these Use Terms includes a Standalone Use restriction, then the following terms shall apply: 3.3.5.1 The Packages licensed pursuant to an Order Form referencing these Use Terms may require a database product. Respective to Packages: (i) neither the Order Form nor the Agreement contain a license to use any database product, even where integrated or pre-installed as part of such Software and/or third party software; (ii) each database product is subject to its respective vendor license agreement; (iii) SAP makes no representations or warranties as to the terms of any license or the operation of any database product obtained directly from a third party vendor; and (iv) Licensee is responsible for support and maintenance of any database product obtained from a third party vendor, and SAP has no responsibility in this regard. 3.3.6 Pass-Through Terms Use of third party database products and directories may be subject to additional terms and conditions required by SAP’s suppliers. Such additional terms and conditions are set forth in Exhibit 4, “Pass-Through Terms for Third Party Databases” and Exhibit 5 “Pass-Through Terms for Directories,” respectively. 3.4 Open Source Software Applicable specific conditions related to certain open source products made available by SAP are part of the applicable product documentation and apply to Licensee’s use of any such open source products. The definition of open source can be found under www.opensource.org/. 3.5 SAP Best Practices Software Packages may be delivered with settings and master data that have been pre-configured to address generalized requirements of a specific industry sector or country (SAP Best Practices). It is Licensee’s responsibility to determine the feasibility of using SAP Best Practices as a basis for its own customizations and parametrizations of the SAP Software in a productive environment. 3.6 SAP Tools The Software, particularly the ABAP Workbench and SAP NetWeaver, contains software tools. Licensee may only use these tools to program Modifications or to create Add-ons to the SAP software in accordance with the Agreement. The tools may not be transferred, either in whole or in part, into modified or created software. 3.7 Function Modules The Software may contain function modules, which are stored in a function library. Some of these function modules carry a release indicator for transfer into modified or newly created software. Only these function modules may be transferred by the Licensee into Modifications or Add-ons to the software. The function modules may not be modified or decompiled unless otherwise permitted under the Agreement. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 Exhibit 1 - Legacy SBOP Software Legacy SBOP Business Intelligence SAP BusinessObjects BI Starter Package SAP BusinessObjects BI Package (CPU) SAP BusinessObjects BI Package (user) DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 Exhibit 2 - Named User Metrics and Package Metrics SAP Named User – Cross Line Of Business SAP Developer User is a Named User authorized to access the development tools provided with the licensed Software for the purpose of making Modifications and/or Add-ons to the licensed Software. The SAP Developer User also includes the rights granted under the SAP Employee User. SAP Learning User is a Named User solely authorized to access the specified learning solutions on SAP's price list, provided that those learning solutions are licensed. SAP Professional User is a Named User authorized to perform operational related and system administration / management roles supported by the licensed Software (excluding SBOP) and also includes the rights granted under the the SAP Project User, SAP Logistics User, SAP Industry Portfolio User, SAP Retail User, SAP Worker User, SAP Healthcare User and SAP Business Partner User. SAP Project User is a Named User authorized to perform one or more of the following roles supported by the licensed Software (excluding SBOP): (i) project management, including project-related resource management, project-related creation, change and display of quotation, order and billing in SAP ERP, accounting on individual projects, creation of project-related purchase requests, purchase orders and service entry sheets, (ii) product and project related reporting, (iii) managing project-related revenues and expenses (iv) viewing Accounts Receivable (A/R) General Ledger (G/L) postings, (v) controlling access and releasing product data and recipes in collaborative product development scenarios, (vi) viewing and approving changes through engineering records, (vii) managing change through engineering records, (viii) collaborating in cFolders and , (ix) interfaces to 3rd party authorized authoring tools. The SAP Project User also includes the rights granted under the SAP Manager Self-Service User. SAP Named User – Line Of Business SAP Employee User is a Named User authorized to perform the following roles supported by the licensed Software (excluding SBOP), all solely for such individual’s own purpose and not for or on behalf of other individuals: (i) Use (excluding the right to modify and/or customize) standard and interactive reports related to those SAP Employee User’s tasks listed in this definition only, and delivered with the licensed Software, (ii) travel planning / expense reporting self-services, (iii) perform procurement self-services, and (iv) room reservation self-services. The SAP Employee User also includes the rights granted under the SAP Learning User and the SAP Employee Self-Service User. SAP Employee Self-Service User is a Named User authorized to perform the HR self-services role of (i) employee time and attendance entry, (ii) employee appraisals, (iii) talent and skill profiles, and (iv) profile match up supported by the licensed Software (excluding SBOP), all solely for such individual’s own purpose and not for or on behalf of other individuals. The SAP ESS User also includes the rights granted under the SAP Employee Self- Service Core User. SAP Employee Self-Service Core User is a Named User authorized to perform the following HR self-services roles supported by the licensed Software (excluding SBOP), all solely for such individual’s own purpose and not for or on behalf of other individuals: (i) employee records maintenance, (ii) employee directory, (iii) benefits and payment, (iv) leave management and (v) E-Recruiting. Further, an SAP Employee Self-Service (ESS) Core User is also authorized to access “Non-SAP Content” that resides on Licensee’s “SAP Portal”, so long as accessing such Non-SAP Content does not require or result in any Use of the licensed Software (beyond access to such Non- SAP Content as it resides on Licensee’s SAP Portal). As used in this ESS Core User definition, (i) “Non-SAP Content” means information created through no Use of the licensed Software and (ii) “SAP Portal” means any portal created by Licensee Using SAP Enterprise Portal Software (as provided with the licensed SAP NetWeaver Software) which provides appropriately licensed Named Users a common access point by which to Use licensed SAP Software. SAP Logistics User is a Named User solely authorized to perform following tasks for the applicable licensed Software (excluding SBOP): ✓ Transportation Management: To look up a freight contract, tracking a certain shipment and similar activities, update master data (rates, lanes, locations), manage transportation request entries, transportation planning, responding to RFP (request for proposal) for viewing and confirmation of events, charge calculation verification and similar activities. ✓ Warehousing: To confirm goods receipts and put away, deconsolidate goods upon receipt, pick at pick points, manage stock movements including replenishment, perform production staging and enter physical inventory counts, packing, or confirming VAS (value added services) and perform scheduling activities for dock door appointments. The SAP Logistics Users may access the Software through radio frequency mobile devices. ✓ Track and Trace: To view a serialized and/or any tracked object, such as querying its current or past location or ascertaining product genealogy; to access product traceability solutions, to report goods movement or view traceability reports, To view the status of defined supply chain events, expected or unexpected, e.g. delayed shipment of a sales order, change to a purchase order confirmation and to perform confirmation of or changes to supply chain events, e.g. update a change to a production order date or quantity. ✓ Direct Store Delivery: To support capabilities in the Logistics Execution - Direct Store Delivery backend that enables specific DIrect Store Delivery functionality for: Master Data; Deal Conditions; Visit Control; Transportation Planning; Vehicle Space Optimization; Loading Confirmation; Output Control; Reload; Stock Visibility; Route Accounting. ✓ Yard Logistics: To confirm arrival and departure of transports, plan yard activities, perform pick-up planning, execute movements in the yard, perform washing and other additional activities, docking and undocking at gates, record measurements, manage stock in the yard and perform scheduling activities for dock door appointments For Licensee employees, the SAP Logistics User also includes the rights granted under the SAP Employee User SAP Worker User is a Named User working in Licensee’s production facilities or as a maintenance worker who is solely authorized to perform one or more of the following roles supported by the licensed Software (excluding SBOP): (i) display work instructions, and document activities and operations, (ii) confirm goods receipts, goods issues, stock movements and completion confirmations into maintenance work orders, (iii) enter production order confirmations, (iv) record product or production information, e.g. quality inspection results or plant/process/equipment data, (v) enter production issues and related service requests, (vi) submit purchase requisitions for tools, spare parts for production equipment, etc. (vii) confirm maintenance notifications, (viii) enter service requests and service entry sheet, (ix) any maintenance activities, reporting or dash-boarding related to the items set forth above. The SAP Worker User also includes the rights granted under the SAP Employee User. SAP Business Partner User is a Named User who is an employee of a Business Partner accessing the licensed Software (excluding SBOP) solely to perform operational related tasks within standard business-to-business scenarios. SAP Manager Self-Service User is a Named User authorized to perform one or more of the following manager self-services roles: (i) request administrative changes using processes and forms contained within Human Capital Management, (ii) create requisition requests and candidate assessments, (iii) perform talent assessments and appraisals, (iv) plan and approve compensation, (v) view DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 budget overviews, (vi) organize project management tasks, (vii) perform planning tasks, (viii) approve travel requests and expenses, and (ix) perform HR and procurement workflow tasks related to the manager’s direct report or business unit/department. These roles must be directly related to the employees and business unit/department for which the manager is responsible, supported by the licensed Software (excluding SBOP), and related to Human Capital Management only. The SAP Manager Self-Service User also includes the rights granted under the SAP Employee User. SAP Named User – Industry SAP Health Care User is a Named User who is an employee of Licensee in hospital wards or outpatient clinics who is solely authorized to perform patient care related roles (excluding patient administration, billing, coding and call center roles) supported by the licensed Software and is solely authorized to access directly and indirectly the specified industry packages for Healthcare on SAP's price list, provided that those packages are licensed by Licensee. The SAP Healthcare User is not entitled to access other SAP solutions or solution components. SAP Industry Portfolio User is a Named User solely authorized to access the specified industry packages on SAP's price list, provided that those packages are licensed. The SAP Industry Portfolio User is not entitled to access other SAP solutions or solution components. The SAP Industry Portfolio User also includes the rights granted under the SAP Employee User. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 External business partners in the industries Insurance, Media and Automotive collaborating with the Licensee need to be licensed as SAP Industry Portfolio Users. Those business partners are not entitled to access other SAP solutions or solution components besides the specified industry packages. Cerner i.s.h.med User is a named user who solely has access to Cerner i.s.h.med from SAP functionality and is given access to Cerner i.s.h.med from SAP through appropriate authorizations. Cerner i.s.h.med Users are not entitled to access any other SAP solution or solution component in particular they are not authorized to access any functionality of the SAP Patient Management industry package. SAP Retail User is a Named User working in Licensee’s retail store as an associate who is solely authorized to perform non- managerial retail store / point-of-sale related roles supported by the licensed Software (excluding SBOP) and also includes the rights granted under the SAP Employee User. SAP Named User - Platform User SAP Platform User is a Named User authorized to Use licensed Software through a separate SAP, Partner, or customer application that connects to and/or communicates with SAP Software through published SAP application programing interfaces. SAP Platform User for Productivity Apps is a Named User authorized to Use licensed Software solely through one or more Productivity App(s). Remaining Metrics REMAINING METRICS - A Assets Assets are master records defined for pieces of equipment that the customer has identified in their system, as being critical to their operations that will be modelled and monitored by the software. An equipment master record can be configured as a single item (e.g. a crane), or as a “multi-part equipment” (which could have, e.g., 100 drilling machines in inventory), in both cases only one equipment master record is counted for pricing. Assets under management of the insurance company which uses the product is the sum of all relevant financial assets as disclosed in the latest annual statement of the legal entity in a fiscal year. If the customer does not disclose a comprehensive annual statement, the customer will report on an annual basis the respective information to SAP. If the product shall be licensed only for a subdivision of the insurance company the respective license contract requires an explicit definition. For non-Insurance companies, the revenue of the company should apply as the basis for the calculation of the price. REMAINING METRICS - B Barrel of Oil Equivalent per Day (BOEPD) Barrel of Oil Equivalent per Day (BOEPD) is a unit of measure used in the oil and gas industry that allows aggregating the produced, scheduled or sold quantities of hydrocarbons from both conventional and unconventional sources over the prior 12 month consecutive months or, where historical data is not available, over the planned or estimated future 12 months. For example, while gas production is generally measured as a volume per time period such as cubic meter per day, it needs to be converted into its equivalent in barrels of oil in order to determine the total quantity of oil & gas produced in consistent measurements. The conversion to BOEPD can be accomplished by using one of the calculators at: ✓ http://www.rigzone.com/calculator/default.asp ✓ https://www.bp.com/en/global/corporate/energy-economics/statistical-review-of-world-energy/using-the-review/definitions-and-explanatory- notes.html For SAP Hydrocarbon Management for O&G, and SAP S/4HANA Oil & Gas for hydrocarbon management, BOEPD represents only the sold hydrocarbons. For SAP Hydrocarbon Supply & Primary Distribution for O&G, and SAP S/4HANA Oil & Gas for hydrocarbon supply and primary distribution, BOEPD represents only the scheduled/planned hydrocarbons. For SAP Retail Fuel Network Operations for O&G, and SAP S/4HANA Oil & Gas for retail network fuel operations, BOEPD represents only the sold hydrocarbons. For SAP Secondary Distribution Management for O&G, and SAP S/4HANA Oil & Gas for secondary distribution management, BOEPD represents only the sold/transported hydrocarbons. For LPG bottled gas the conversion from tons of LPG to barrels is described on the BP calculator http://www.bp.com/en/global/corporate/about- bp/energy-economics/statistical-review-of-world-energy/using-the- review/Conversionfactors.html and 1 ton of LPG = 11,6 barrels For SAP Upstream Contracts Management for O&G, for SAP Upstream Operations Management for O&G, SAP Upstream Field Activity Management by OIS, SAP S/4HANA Oil & Gas for upstream contracts management, and SAP S/4HANA Oil & Gas for upstream hydrocarbon accounting and management, BOEPD represents hydrocarbons produced. If pricing cannot be based on BOEPD produced (new ventures with no crude or gas production), the planned or estimated production of the venture shall apply. For SAP Upstream Production Management for O&G, US Production, BOEPD represents only the hydrocarbons produced in the USA Budgets Total annual budgets are the total annual public sector budgets of the SAP customer (i.e. agency, institution, program or department) based on current budget period. Business Partners Active Customers / Vendors are active business partner master records with financial transactional data within the last 2 years. Business Partner refers to active business partners (including but not limited to customers, vendors master, subsidiaries or headquarters). Business Partners are natural persons, a group of persons, or a legal entity that has any kind of a business relationship with a company or a public sector agency. The number of Business Partners counted for pricing the solution is limited to the context of the Software being licensed. For online application submission management Business partners is defined as: - For banking customers as the number of customers with financial transactional data within the last 2 years. - For insurance customers as the number of insurants - For Public Sector customers as citizens DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 REMAINING METRICS - C Calls Calls are the number of incoming messages per year. External service calls are HTTP requests per calendar year which are processed by SAP NetWeaver Gateway Server. Metadata requests and requests from SAP Software that contains SAP NetWeaver Gateway runtime software are not counted. Capacities Installed capacities are the designed production capacities of a power plant. For a power plant both the electrical power as well the thermal power has to be considered. The installed capacity is measured in units of 1 GW (Gigawatt). Cash Flows Cash flows are the total number of cash flow transactions (payment or receipt) processed by the application per day. (Note that for receipts there would usually be two cash flow transactions, i.e. expected receipt and actual receipt). The max. number of cash flows per day is the basis for the measurement. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 Consolidation Units Consolidation units are the total number of legal entities that have to be incorporated into the financial account closing activity. Contacts Contacts are number of unique records of customers, prospects, employees, business partners, constituents and/or commission recipients within the context of the Software. Contracts Contracts are the contracts (used in all functions including procurement, sales, legal, partner management, HR, real estate, and all other functions of the organization.) the company plans to address within the application. For Utility Industry: Contracts are agreements between a utility company and a business partner to provide services to the business partner. Thereby a separate contract has to be set up for each service provided, for which the utility company has a legal contract with its customer (e. g. a utility company provides a business partner with electricity, area lighting, gas, and district heating, thus four separate contracts have to be set-up). All contracts stored in the system with an ending date later or equal to the system date are taken into consideration. For the sectors below the following division categories of the SAP Utilities system need to be considered: ✓ Energy: ✓ Electricity ✓ Gas ✓ District heating ✓ Mutual help ✓ For all sectors ✓ Water: ✓ Water ✓ Waste Water ✓ Waste & Recycling: ✓ Waste Management For prepayment for utilities Contracts contain all utility contracts which are operated via prepayment. For Banking Industry: Contracts are made by a bank with natural persons (retail) or legal persons (commercial). A contract can be e.g. an account, a term deposit, a loan, an OTC-derivative, an FX forward, a money market transaction or a position in exchange-traded instruments. Accounts and loans managed in external systems, included in a master contract, part of a collateral agreement or set-up for tax calculation are to be taken into account. In the context of refinancing, only managed contracts classified as available assets are to be licensed. Contracts include: o loans or mortgage products o deposits, savings or current accounts (including internal accounts) o Derivatives, which are financial instruments whose value is based on another security o Securities transactions, e.g. spot plus forward deals, money marked/foreign exchange transactions, etc. ✓ Contracts for leasing are operational, finance, capital leases, hire purchases, loans and/or other contracts which are processed in the solution ✓ Contracts for refinancing can additionally be credit cards, drawings in a syndicate loan or trade receivables. Cores Cores are the number of cores in CPUs that are available for use by the licensed software. The number of Core licenses must be an integer. When counting physical Cores, each Core of a physical CPU that runs at least parts of the licensed software, including those that are temporarily assigned or scheduled to cover peak processing, is considered and counted. When counting virtual Core’s, each virtual Core that runs at least parts of the licensed software, including those that are temporarily assigned or scheduled to cover peak processing, is counted. If the licensed Software will run in a pure virtual environment, physical Cores will not be counted. For purposes of clarification, “Core” as defined in this metric definition is different from “core” as referenced in the metric definition for any Software licensed on a CPU basis (if any), and therefore is not applicable in that context. Costs Asset retirement obligation cost estimations are the volume of the cost estimations which are handled in the solution. The cost estimation volume is equal to the total of the settlement values (expected costs at the estimated retirement date) of all cost estimation items of the cost estimation plans of all asset retirement obligations, which are handled by SAP Asset Retirement Obligation Management. If the customer is using more than one accounting principle, the cost estimation volume is calculated separately for every accounting principle. The maximum of these values will be used for pricing. The cost estimation volume is determined based on the volume, which is valid at the fiscal year end date. Only asset retirement obligations, which are active at this date, will be considered. Costs of goods sold are all expenses directly associated with the production of goods or services the company sells (such as material, labor, overhead, and depreciation) annually. It does not include selling, general and administrative expenses or research & development. If cost of goods sold is unknown, then it shall be equal to 70% of total company revenue. For Service Parts Planning: Costs of goods sold refers to the inventory value for the service parts business. REMAINING METRICS - D Database Sizes Gigabyte database sizes are database sizes of the productive systems and are calculated individually for each system (i.e., each ERP, BI and CRM system). 1.5 Terabyte accumulated database sizes are the database sizes of all productive SAP systems where the customer uses SAP Landscape Transformation. Data Streams Data Streams are tags or modules that are created and exist in PI System landscape, and used to setup, configure or store data points or data structures. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 Deployments Deployments are single installations of the system repository component within the SAP BusinessObjects BI Platform Software (for which Licensee must obtain a license), or the Crystal Reports Runtime Engine (for which Licensee must obtain a license). When the multi-tenancy feature of the BI Platform is enabled, each individual tenant is considered a separate deployment for licensing purposes. Devices Devices are any piece of equipment or hardware and include but are not limited to: a workstation, terminal, point of sale terminal, notebook, handheld, tablet, PDA, smartphone, internet connected television, scale devices, devices installed in a vehicle (on-board units) or other networked devices. The DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 application itself defines the type of devices that are used and therefore counted for the price list item (e.g., Sybase SQL Anywhere Database for Use with SAP POS for Retail devices are defined as those devices accessing data from SQL Anywhere Database or e. g. SAP Mobile Order Management devices are all devices installed as on-board units in a vehicle). For SAP Customer Checkout, Devices are devices, or mobile devices for mobile point of sales applications or mobile devices for merchandise applications or scale devices for scale applications. IoT-Device refers to a uniquely identifiable object and their virtual representation in the IoT-Core and has a device ID allocated. Documents Documents are single instances of the output data files generated by the product annually. For SAP Document Compliance: Documents mean electronic documents transmitted or received by or through the product annually. Examples of documents are: customer invoice, vendor invoice, credit memo, purchase order, dispatch advice, transport document, transport registration request, invoice registration request, document summary, tax certificate, tax report. For SAP solutions by OpenText: Documents are single instances of the data file processed by the product annually as counted by the solution. Examples of documents are: invoices, sales orders, order confirmations and remittance advices. Public Documents are defined as any object that can execute fully on the SAP BusinessObjects BI Platform. This includes: Web Intelligence document, Crystal Report, Explorer information space, Analysis for OLAP workspace, Dashboard, Design Studio template, Lumira document. Documents for SAP Digital Access and/or Documents for SAP S/4HANA Digital Access (Documents are defined below and categorized within the following Document Types) Sales Document is: (i) a line item record that represents the material and/or service being sold or quoted; and/or (ii) a record that represents an individual order/release against a scheduling agreement which indicates the material and/or service being sold. Purchase Document is: (i) a line item record that represents the material and/or service being ordered or requested; and/or (ii) a record that represents the release against a scheduling agreement which indicates the material and/or service being procured. Invoice Document is a line item record that represents the material and/or service being billed. For SAP S/4HANA Digital Access only, an Invoice Document shall also include a line item record that represents a description of the material being purchased, including the material name, number and quantity of the material. Manufacturing Document is: (i) a record which represents the production-related details associated with manufacturing a material, including: the type, quantity and color of what to produce, when to produce it, where to produce it and/or other distinguishing characteristics; and/or (ii) a record that represents a confirmation which indicates the status of the processing activities associated with manufacturing orders. Material Document is a line item record that represents a specific material being received, issued or transferred to, from or within a storage location or plant. Quality Management Document is: (i) a record that represents the details of a nonconformance being reported including the information required for problem solving; and/or (ii) a record that represents results of an inspection. For S/4HANA Digital Access only, a Quality Management Document shall also include a record that represents the details of a nonconformance. Service & Maintenance Document is: (i) a record that represents the details of work to be performed including the information needed to plan, execute and bill for a service or maintenance request; and/or (ii) a record that represents the details of a problem being reported including the information required for problem solving; and/or (iii) a record that represents the status of the processing associated with service orders and maintenance orders; and/or (iv) a record that represents a claim by a customer for repair or replacement or compensation for under-performance, pursuant to terms in a warranty document. Financial Document is a line item record that represents accounting information in a financial journal. Time Management Document is: (i) a record that represents an employee’s time worked and assigned to business related objects; and/or (ii) a record that represents deviations from an employee’s assigned work schedule and/or pay rate. REMAINING METRICS - E Electronic Ledger Master Records E-Ledger Master Records are the ledger line items included on a journal ledger page that are transmitted to Turkish government authority. Employees Employees are individuals, working for a company or legal entity that is licensing the functionality of the package, regardless of employment status (e.g. part time, full time, leave of absence or contract worker). For SAP Pension Administration (VADM) Germany Only Employees are individuals who get their pension payment as pension recipients, who are surviving dependents, or who are entitled to a pension equalization payment by the component Pension Administration. Full-time equivalents (FTE) are employees who are employed by the licensed organization and non-employees who may be engaged on emergency related activities, either on a temporary or permanent basis and who are tasked, deployed or managed by the licensed organization for the purposes of disaster or emergency management. For SAP Force Organization & Personnel for D&S and for SAP Force Sustainment for D&S: FTE is the numbers of full time equivalents employed in the organization – including military and civilian personnel & reserve are calculated as: Weighted Size = Military Personnel x 1.0 + Reserve x 0.5 + Civilian x 0.5 REMAINING METRICS - F Flat Fee Flat fee is the fixed package license fee for the software. Annual Fundraising Income means the annual amount of gross revenue raised by Licensee through fundraising efforts. REMAINING METRICS - G Gigabytes Gigabytes (GB) refer to the storage capacity equivalent to 10243 bytes. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 REMAINING METRICS - H None listed. REMAINING METRICS - I Installations Installations are instances of the software installed at a designated device. For SAP Fortify by HP, Installations is defined as a single deployable unit of software code consisting of a collection of source code, byte code or object code that delivers some or all of the functionality of a business application. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 Installed Capacities Installed Capacities is defined as the total theoretical annual production capacity of all plants of an SAP Customer. Instances Instances are unique connections to a single specified application or technology type. Invoices Invoices are items that flow through the cockpit for reconciliation per year. Items Items represent entities managed in the Software. For credit card management Items are the number of active credit cards stored in the system per calendar year. For Extended Warehouse Management, Shipper Scenario - Items are delivery line items. A delivery is the documentation for a shipment sent to/ from a warehouse location to/from a destination (customer, vendor or other plant/location). The items of the delivery are the unique material codes irrespective of quantity shipped under that delivery. The average per day is based on the active days over the period of one year. Transit Warehousing scenario - For the transit warehousing scenario, Items are the packaging items (Handling Units) moved through the system from origin to destination. The packaging items are counted only once in this process. The average per day is based on the active days over the period of one year. For SAP S/4HANA for accounting integration, Items are the number of contracted items, assets and services in a year. For Track and Trace Items are entities being configured, shipped-and-received, or tracked in the system on an annual basis. For Yard Logistics ; and SAP Yard Logistics for SAP S/4HANA Items are the number of transportation units (trucks, trailer, container, railcars, vessel, etc. ) in both inbound or outbound shipments in a year. REMAINING METRICS - J None listed. REMAINING METRICS - K None listed. REMAINING METRICS - L Learners Learners are individuals accessing the application and engaging in any learning services being processed by the application. Locations Location is to be defined as a single Foreign Trade Zone or sub-zone set up in the GTS system with a unique Zone ID. Base & remote locations are central warehouses or distribution centers from which the remote locations are supplied with spare parts and materials. Offshore facilities (e.g. platforms) or remote on-shore facilities are examples for remote locations in the Oil & Gas industry. Mines or processing centres are examples for remote locations in the mining industry. REMAINING METRICS - M Memory Gigabytes of memory are the total amount of memory that may be used by the Software, as measured in gigabytes. REMAINING METRICS - N Net Property Plant & Equipment Net Property Plant & Equipment are the values of the total properties, plants and equipment’s as disclosed in the balance sheet insofar as processed by the SAP solution on a yearly base. Nodes Nodes are systems with maximum of 256 GB RAM running the SAP Vora Software. REMAINING METRICS - O Objects Master data objects are master data objects stored in the SAP NetWeaver Master Data Management system and/or SAP Master Data Governance System. ✓ For SAP Enterprise Master Data Management; and SAP Enterprise Master Data Goveranance for SAP S/4HANA : Master data objects are all master data objects stored in the SAP NetWeaver Master Data Management system, plus the total number of all master data objects stored in the SAP Master Data Governance system. ✓ For SAP Master Data Governance, Consumers: Master data objects are active consumer type customer objects stored in the SAP Master Data Governance system. A consumer is a natural person or a group of persons (e.g. household) that has any kind of business relationship with a company, including, but not limited to, B2C customers, B2C contacts, and citizens. Licensee may Use SAP Master Data Governance, Consumers to store additional business partners if the partners represent B2C consumers. Licensee may not Use SAP Master Data Governance, Consumers to store additional business partners if the partners represent B2B customers. ✓ For SAP Master Data Governance, Custom: Master data objects are master data objects stored in custom-build “Master Data Governance” systems that are not of type financials, suppliers, customers or materials. This is the sum of all user defined object of type things (articles, contract, location, asset, equipment, contract, etc.). A user defined object is created using the Master Data Governance framework. ✓ For SAP Master Data Governance, Customers: Master data objects are active B2B customer objects stored in the SAP Master Data Governance system. Licensee may Use SAP Master Data Governance, Customers to store additional business partners if the partners represent B2B customers. Licensee may not Use SAP Master Data Governance, Customers to store additional business partners if the partners represent B2C customers. ✓ For SAP Master Data Governance, enterprise asset management ext by Utopia: Master data objects are master data objects stored in SAP EAM. This is the sum of all equipment and functional locations and MRO bill-of-materials. ✓ For SAP Master Data Governance, Financials: Master data objects are the sum of financial objects (including, but not limited to, group accounts, operational accounts, cost elements, companies, profit centers and, cost centers with hierarchy nodes, consolidation groups and units, financial statement items) stored in the SAP Master Data Governance system. For avoidance of doubt, the financial accounts are only counted once, even if the accounts are used in multiple charts of accounts or financial statement versions. For example, if the company is reporting externally in US GAAP as well as IAS, each account is only counted once, not DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 twice. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 ✓ For SAP Master Data Governance, Product: Master data objects are active material objects (materials, products) stored in the SAP Master Data Governance system. Licensee may not Use SAP Master Data Governance, Product to store articles. ✓ For SAP Master Data Governance, retail and fashion management ext by Utopia: Master data objects are the sum of all single articles, generic articles (excluding variants) as well as sets, lots and displays, which get put under the governance of the solution. ✓ For SAP Master Data Governance, Supplier: Master data objects are active supplier objects (vendors) stored in the SAP Master Data Governance system. Orders For SAP Sales and Service Order Execution Orders are the number of sales and service orders processed annually but do not include Orders placed by individuals who are assigned Named User licenses. For SAP Purchase Order Execution Orders are the number of purchase orders processed annually but do not include Orders placed by individuals who are assigned Named User licenses. For SAP Sales and Service Order Execution for SAP S/4HANA Orders are the number of sales and service orders processed annually but do not include Orders placed by individuals who are counted in the Licensed Quantity of Users of SAP S/4HANA Enterprise Management Packages. For Purchase Order Execution for SAP S/4HANA Orders are the number of purchase orders processed annually but do not include Orders placed by individuals who are counted in the Licensed Quantity of Users of SAP S/4HANA Enterprise Management Packages. Outpatient Days Outpatient days is the sum of the days in which patients have been treated as outpatients in a one year period. One outpatient day is counted when one patient is treated as an outpatient in one calendar day, independently of the quantity of work done on that day and on how the work was documented in the SAP system (in one or more outpatient cases, and, within cases, as one or more visit movements). REMAINING METRICS - P Page Views Page Views are the total cumulative number of: (1) single views of a mobile or browser application, or web page of an internet site, via screen views, screen states, mobile web pages, web stores, the Software In-Store module, or Contact Center module, for which the Commerce Suite provides data over a 12 month period and (2) JSP page requests, Ajax requests, REST service requests, SOAP service requests, or other application server requests through the Software. Patients Patient care days are the relevant number of patient care days reached by the Licensee in a calendar year is the corresponding statistic according to the annual H+ member directory “H+ Die Spitäler der Schweiz”. Patients treated are those treated in one calendar year in the institutions supported by the SAP system. Patients are only counted once, no matter how many times they are treated in the hospital within the year. Plants Plants are physical sites owned by or operated by an enterprise supported by the Software. For the purpose of determining the size and usage scenario of plants the following definitions apply: ✓ Small plants are plants with up to 500 employees. Employees per plant are all employees and contractors working in the plant. ✓ Midsize plants are plants with 501 up to 5.000 employees. Employees per plant are all employees and contractors working in the plant. ✓ Large plants are plants with more than 5.000 employees. Employees per plant are all employees and contractors working in the plant. Points of Delivery Points of delivery are the points of delivery (PoDs) at which a utility service is supplied or determined. When a utility installation is created in SAP’s Utilities system, a unique PoD is automatically generated. All PoDs in the system are counted where a device or device info record is assigned to SAP’s Utilities installation with an ending date later or equal to the system date; technical and virtual PoDs are not considered. For the sectors below the following division categories of the SAP Utilities system need to be considered: ✓ Energy: ✓ Electricity ✓ Gas ✓ District heating ✓ Mutual help ✓ For all sectors ✓ Electricity: ✓ Electricity ✓ Gas: ✓ Gas ✓ Water: ✓ Water ✓ Waste Water ✓ Utilities or no division named: ✓ Electricity ✓ Gas ✓ District heating ✓ Water ✓ Waste Water ✓ Waste Management ✓ Mutual help ✓ For all sectors For SAP Advanced Metering Infrastructure for Energy and for SAP Advanced Metering Infrastructure for Energy Water Utilities: Points of delivery, advanced meter are the points of delivery (PoDs) at which a utility service is supplied or determined. When a utility installation is created in SAP’s Utilities system, a unique PoD is automatically generated. All PoDs in the system are counted where an active, advanced meter is assigned to SAP’s Utilities installation with an ending date later or equal to the system date; technical and virtual PoDs are not considered. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 For the sectors below the following Division Categories of the SAP Utilities system need to be considered: ✓ Energy: ✓ Electricity ✓ Gas ✓ District heating ✓ Mutual help ✓ For all sectors DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 ✓ Water: ✓ Water ✓ Waste Water For SAP Meter Data Management by Siemens and for SAP Meter Data Management by Siemens, Advanced Device Management: Points of delivery are the service delivery points in the SAP Meter Data Management by Siemens installation. All service delivery points in the system are counted where an active meter is installed with an ending date later or equal to the system date. Portfolios Sales portfolios are the annual energy sales and procurement portfolios of a utility company. The sales portfolio is measured in units of 1 TWh (Terawatt hour). Premiums Premiums of the insurance company, which uses the product, is the total gross premiums as disclosed in the latest annual statement of the legal entity in a fiscal year. If the customer does not disclose a comprehensive annual statement, the customer will report on an annual basis the respective information to SAP. If the customer does not disclose the information publicly, he has to deliver and explain it to SAP If the product shall be licensed only for a subdivision of the insurance company the respective license contract requires an explicit definition. For Reinsurance Management Solutions (SAP ReIns Management Foundation for Insurance and SAP Reins Risk Manager); Premiums reflect the “Ceded Premiums” in case of passive and “Assumed Premiums” in case of active Re-Insurance Business. In case the licensee uses the solution for Ceded AND Assumed business the sum of both shall apply. Premiums and Disbursements Premiums and disbursements is defined as the total sum of all premiums and/or all disbursements processed annually via the licensed service. For disbursements, positive values equal to the actual amount of disbursements are considered for this calculation. If required, currency conversions are done based on the PL valid at the point in time of the contract. Prices Contract price is the net value of the license contract. Contract price for partners refers to partner buy price depending on the support delivery model. BSI U.S. payroll tax processing contract price is the net value of the BSI U.S. payroll tax processing software license. Products Products are the annual total of number of vehicles and finished goods (for VMS/DBM) or Vehicles and Parts (for sequenced manufacturing) in the context of Automotive Solutions. Processes Processes are specific business processes, which are technically implemented as a semantic data model implemented on a single HANA database. For SAP Process Mining by Celonis A Process is a semantic HANA data model that provides a view of all sequential steps of one key identifier in a business process. Examples of key identifiers are: purchase order number, invoice number, goods receipt number, and shipping number. REMAINING METRICS - Q None listed. REMAINING METRICS - R Recipients Recipients are individuals receiving reports from the licensed Software. Records Records are the average number of items managed by the application over the prior 12 months. For SAP Financial Database for Banking, SAP Credit Risk Management for Banking, and SAP Regulatory Reporting by iBS, Records represent the number of financial products (such as loans or deposits) including over the counter products, and standardized exchange traded securities (e.g. shares, listed options, bonds). This is also true when processing takes place on aggregated level. If financial products don´t apply, records represents the number of the processed objects. Master records are one contractual relationship between the company and an employee whose payroll is being calculated. Resources Resources are unique individuals or non-human resources (system, equipment, tool, instrument, machine, vehicle, room, regulatory or government agency/body, industry standard, framework, and/or corporate policy, etc.) that are managed by or within the Software. Revenues Revenues are the annual incomes that a company receives from its normal business activities and other revenues from interests, dividends, royalties or other sources. Revenues exclude indirect taxes such as VAT, Excise Duty or any similar sales related taxes. ✓ For SAP Account & Trade Promotion Management, SAP Trade Promotion Optimization, and SAP Dairy Solution by msg, Only the revenues need to be considered associated with the business or division which the capabilities of this package will be applied against. ✓ For SAP Configure, Price, and Quote (SAP CPQ) Revenues are the calculation of Licensee’s and its Affiliates total annual sales revenues for products or services, which were generated using the SAP CPQ software less VAT, delivery and any returns. ✓ For SAP Electronic Invoicing for Brazil (NFE), Only the revenues generated by the company or legal entity located in Brazil need to be considered. ✓ For SAP ERP, add-on for Polish SAF-T regulatory requirements, Only the revenues generated by the company or legal entity located in Poland need to be considered. ✓ For SAP Customer Experience branded products Revenue is the calculation of Licensee’s and its Affiliates total annual sales revenue for products or services that are purchased through the SAP Customer Experience platforms (including SAP Customer Experience powered websites and other SAP Customer Experience powered channels such as web stores, mobile, In-Store module, Contact Center module, etc.) by customers (B2B and B2C) in each trailing 12 month period, less VAT, delivery and any returns. ✓ For Insurance, Revenue are the same as “Premiums” ✓ For National Central Banks / Federal Reserve Banks, DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 Revenues are the same as “Assets under Management”. ✓ For Other Banks, Revenues are the sum of Licensee’s gross interest income and noninterest income (i.e. provisions, service charges, trading income) as stated on Licensee’s Income Statement. ✓ For SAP Product Lifecycle Costing, Only the revenues need to be considered associated with the business or division which the capabilities of SAP Product Lifecycle Costing will be applied against. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 ✓ For Public Sector, Revenues are the same as “Total Annual Budgets” ✓ For SAP Tax Declaration Framework only the revenues generated in Brazil are relevant. Revenues and Expenses Revenues and Expenses are the sum of annual revenues received and annual expenses paid (commissions, royalties, revenue shares etc.) in the context of the Software. Revenues are the sum of annual monetary amounts invoiced by Customer and its Affiliates to third parties for services provided (or to be provided) by Customer and/or its Affiliates to such third parties and processed through the SAP solution. “Expenses” are the sum of budgeted annual expenses (commissions, royalties, revenue shares etc.) for services performed (or to be performed) by Customer or its Affiliates for Customer’s and/or its Affiliates own organization(s) that are processed through the SAP solution. For CPM and PPM: Revenue and Expenses is related to the projects managed within the software and is defined as: ▪ Revenues: the sum of annual revenues received for revenue-generating external projects ▪ Expenses: the sum of budgeted annual expenses for internal projects For SAP S/4HANA for rights and royalty management by Vistex: Revenues and Expenses are the sum of the annual revenues received and annual expenses paid (license fees, royalties, revenue share, etc.) in the context of the software. Revenues and expenses include financial validation for deals which are implemented in SAP S/4HANA for rights and royalty management by Vistex but do not result in an incoming payment (e.g. barter deals). REMAINING METRICS - S Servers Process servers are defined as each server (real or virtual) where automated tasks are to be managed. A process server is required for every single connected application, server or operating system (OS) instance (virtual or physical) with a unique identification on which processes are executed that need to be monitored, managed and controlled. For each process server purchased the customer is provided with 1 production and 3 non-production environments (i.e. 1 for fail-over for the production instance, 1 for development and 1 for test). Servers are physical computers, cases, boxes or blades that house the CPUs running the software product. Multiple virtual machines on the same physical box are allowed and do not require additional licenses. Service Order Service Order is defined as one discrete order that is mapped in the software in a given calendar year. A service order can be among others a workshop order, a repair order, or a maintenance order. The number of service orders applied in determining usage volume is the total number of discrete orders mapped with Software for which order master records are created in Software in a given calendar year. Where, for example, an up-stream system bundles multiple orders, the number of orders to be counted is the number before bundling. Where an order master record is created in Software, the service order, as defined above, is within the ambit of this present agreement for Software. It matters not how an order master record is generated in Software (for example, by directly creating orders in MRS or by importing order master records from upstream systems such as DBM) or whether an order is in fact the object of any further planning using Software. The measurement as described above will measure the number of service orders created as data records in the calendar year. For SAP Enhanced Maintenance and Service Planning Service Order means Representation of a reservation for a service area, so called: Slot Order. Check Orders are excluded. Sessions Concurrent sessions are the aggregated numbers of sessions accessing the licensed Software at any one time. A session refers to the time between logon and logoff or time out where a unique user, application or platform accesses the licensed Software either directly or indirectly via a custom application. The number of sessions accessing each Deployment must be limited by corresponding license key mechanisms. The maximum number of sessions enabled on a Deployment by such limitations may not exceed the Licensed Level for the number of Concurrent Sessions assigned to that Deployment for such licensed Software product. The aggregate number of sessions enabled on all Deployments may not exceed the Licensed Level of Concurrent Sessions. Users in deployments with an unlimited number of sessions require a Named User License for the licensed Software product.There is no license limit on number of processors or servers used. Licensee may not utilize any program or system to cache or queue report requests. SAP BusinessObjects BI users accessing any Deployment using a Concurrent Session license may be entered into the SAP NetWeaver BW system for the purposes of maintaining security. SOAR Sales Orders SOAR Sales Orders are defined as the annual number of sales orders the customer will process through the RCS Sales Order Allocation and Rescheduling (SOAR) on HANA. The figure is taken as the number of discrete sales orders processed annually by the SOAR Allocation run (Arun) process. Spends Spend volumes are the company’s annual expenditures for the procurement of all direct and indirect goods and services. For SAP Electronic Invoicing for Brazil (NFE-Inbound), only Spend Volumes in Brazil are to be considered. For Public Sector entities, Public Sector Spend Budgets may be used instead. Public sector spend budget is the figure, published annually, that documents an organization’s procurement budget for all direct and indirect goods and services. Freight Spend is the annual freight costs incurred in transporting products. ; i.e., all the transportation costs, including labour, involved in moving goods to and from a plant/distribution center/warehouse, including payments to logistics companies for their services and any cost incurred by a company for the use and maintenance of its own fleet of vehicles. Students Students are defined as: ✓ full-time registered students e.g. students who are registered for a full course load for the current academic year at the institution; and/or. ✓ equivalents of full-time registered students (for example, a part-time student could represent a fraction of a full-time student). DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 Subscriptions Annual subscriptions are periodic recurring fees that are payable every calendar or fiscal year for the right to use software or services during that calendar or fiscal year. This fee is payable each calendar or fiscal year whether or not the software or service has been used during that year. Systems Connected systems are productive SAP Solution Manager systems connected to the productive systems of SAP Quality Center by HPE, andSAP Business Process Automation by Redwood. Managed systems are all systems with a unique system id that are controlled, managed, monitored, or retired by the software. For SAP Landscape Management Every system id for all system usage types (e.g. PROD, DEV, QAS, Test/Demo/Training, DR, etc.) managed by SAP Landscape Management natively requires a license, regardless of production or non-production use. For System Provisioning scenarios, all system ids for source and target systems are subject to licensing. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 For SAP Information Lifecycle Management, Only Licensee’s productive use systems managed by SAP Information Lifecycle Management must be counted in the Licensed Quantity. REMAINING METRICS - T Tonnage Tonnage produced are tonnage produced on one day. Transactions For SAP Accounting for Financial Instruments: Transactions represent the number of transactions related to exchange-traded securities (e.g. shares, bonds, futures, options, warrants) and sub- ledger postings (imported sub-ledger documents) over a period of prior 12 consecutive months. For SAP Application Interface Framework: Transactions consist of everything processed or monitored in SAP Application Interface Framework, e.g. all Application to Application (A2A), Business to Business (B2B), Business to Consumer (B2C), Business to Government (B2G) and Internet of Things (IoT) messages that are processed and monitored in the SAP AIF solution. The number of transactions is counted per year. For SAP Archiving and Document Access by OpenText, external access option and SAP Archiving and Document Access by OpenText, external access option for SAP S/4HANA Transactions are the annual volume of downloads (including view or print) of documents that are stored by the OpenText Solution. This metric applies only to individuals external to the Licensees organization (i.e. other than employee, contract worker and outsourcer). For SAP Digital Content Processing by OpenText Transactions are single instances of a content process/workflow that is captured and/or processed by the Software. For SAP Document Presentment by OpenText, SAP Document Presentment by OpenText, add-on for business correspond and SAP Digital Documents by OpenText: Transactions are single instances of a business document that is created, processed, printed or manipulated in some way by the products (e.g. letter, email, PDF, fax, SMS). For SAP Billing, charging, Transactions are defined as pricing outputs where one input can generate one or several pricing outputs. Transactions are counted as those on the peak load day as measured within the prior 12 months. For SAP Payment Engine Transactions are single payment transaction within a payment order. A payment order can have one ordering party item and multiple recipient party items. The number of transactions is counted per year. For SAP S/4HANA for legal content Transactions are folders/cases with a unique number created during an Agreement contract year, under which legal content is managed. For SAP Shared Service Framework Transactions are defined as the number of shared service framework service requests created per year. REMAINING METRICS - U Units Rental units are rental objects that are managed with SAP Real Estate Management. Data Hub Units are the sum of all managed systems and computing nodes where the distributed processing runtime is deployed, as managed and defined in SAP Data Hub. A computing node may be a VM or physical machine licensed in 256 GB RAM increments. Users Users are individuals who Use the Software. A “User” included in the Metric count cannot be assigned to more than one individual. ✓ For SAP Business Intelligence (BI): There is no license limit on number of processors or servers used. Users are identified at logon and do not consume a Concurrent Session license. Concurrent Session licenses and Users can be purchased in combination for a Deployment. Licensee may not utilize any program or system to cache or queue report requests. SAP BI users may be entered into the SAP NetWeaver BW system for the purposes of maintaining security. This metric does not replace the overall SAP Named User licensing requirement. ✓ For SAP Contact Center: Users represent agents and/or supervisors who work in a contact center environment and handle incoming contacts through multiple communication e-channels (like email, chat, SMS and fax) and/or use supervisor tools to supervise contact center agents with e- channel user capability. In the context of voice-channel: Users represent agents who work in a contact center environment and handle incoming contacts through voice channel and office telephony only or handle outbound campaign calls only. In addition, each port in Interactive Voice Recognition system is also considered a user and should be counted as additional users. ✓ For SAP Digital Asset Management by OpenText, limited access option Users are limited to search, browse, view and download assets. ✓ For SAP Identity Management and SAP Single Sign-On: Users are individuals whose credentials and/or user information is managed by the functionality of the licensed Software. ✓ For SAP Real Estate Management: Users are individuals who manage office, retail and industrial properties and similar portfolios. It is applied for both, owned and operated space, and includes commercial as well as corporate real estate management. Active users are individuals that perform transactions Using the Software in a given calendar quarter. Licensed users are individuals licensed as one of the SAP Named User types defined in the price list. ✓ For ERP, localization Extensions for Republic of Belarus by EPAM package: Licensed Users - are all individuals licensed as one of the following SAP Named User: SAP Professional User, SAP Employee User, SAP Project User, SAP Worker User, SAP Logistics User. Monitored Users are individuals: 1) whose information or credentials are monitored by the Software; and/or 2) who use the reporting console. Virtual users are users simulated in the software to test the load on the SAP system. REMAINING METRICS - V Values SAP Application Value (SAV) is the sum of list prices for Named Users, External Community Members, Software Engines and Supplementary Products, excluding those items identified in the list of prices and conditions that do not contribute to the SAP Application Value. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 HANA SAP Application Value (HSAV) is the sum of prices for licensed Software, excluding those items identified in the list of prices and conditions that do not contribute to the HANA SAP Application Value. REMAINING METRICS - W None listed. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 REMAINING METRICS - X None listed. REMAINING METRICS - Y None listed. REMAINING METRICS - Z None listed. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 Exhibit 3 - Package Restrictions SAP Business Suite and Enterprise Foundation 1.1 Embedded Analytics Where Licensee holds a valid Package License for any of the below Package(s), such Package License shall include the right for individuals licensed as SAP Professional or Limited Professional Users under the Agreement to (i) view, interact and refresh Crystal Reports, Dashboards content and Lumira storyboards embedded with such licensed Package(s) and (ii) Use the SAP BI Platform and/or SAP Lumira Server, as delivered with such licensed Package(s), solely to enable the viewing, interacting and refreshing of the Crystal Reports, and Lumira storyboards embedded with such licensed Package(s) (collectively "Embedded Analytics Limited Use Right"). Packages That Include Embedded Analytics Limited Use Right: o SAP ERP o SAP SCM o SAP Transportation Management o SAP Extended Warehouse Management o SAP SRM o SAP CRM o SAP Environment, Health and Safety o SAP Manufacturing Integration and Intelligence 1.2 Embedded SAP BusinessObjects Enterprise Where Licensee holds a valid Package License for any of the below Package(s), such Package License shall include the right for individuals to view, interact, refresh and modify the content embedded with such licensed Package(s). Packages That Include Embedded SAP BusinessObjects Enterprise: o SAP Contact Center o SAP Identity Management 1.3 SAP Human Capital Management. Usage of any integration software and content provided with the SAP HCM software and applicable to an integration between SAP HCM and SuccessFactors’ Business Execution Software (“BizX”) is permitted only with SAP HCM and a valid, current contract for SuccessFactors BizX. 1.4 SAP Data Encryption by CipherCloud for SAP SuccessFactors Employee Central, SAP Data Encryption by CipherCloud for SAP SuccessFactors Performance & Goals, SAP Data Encryption by CipherCloud for SAP SuccessFactors Compensation, SAP Data Encryption by CipherCloud for SAP SuccessFactors Succession & Development, SAP Data Encryption by CipherCloud for SAP SuccessFactors Learning Each SAP Data Encryption by CipherCloud is limited to Use in the context of Licensee’s subscription to the applicable SAP SuccessFactors Cloud Service. S/4HANA Packages. 1.5 General terms for S/4HANA Packages S/4HANA Packages shall only be deployed on a SAP HANA database installation (collectively “S/4HANA Installation”). Only S/4 HANA Packages (and no other Software) shall be deployed on a S/4HANA Installation. For clarity, the preceding sentence only applies to software licensed from SAP, its affiliates and or its authorized distributors and resellers. Notwithstanding anything to the contrary in this SUR, S/4HANA Packages are not licensed for Use with any third party runtime database. For the avoidance of doubt, the “Deployment and Communication Rights and Restrictions” set forth in this SUR apply to S/4HANA Packages. 1.6 Named User and Metric Requirements for S/4HANA Packages. The only S/4HANA Package that requires SAP Named User licenses is S/4HANA Enterprise Management for ERP Customers. 1.7 SAP S/4HANA Compatibility Packs "S/4HANA Compatibility Pack” shall mean an S/4HANA compatible copy of the Software shown in the “Classical Solution” column of the Matrix (the list of applicable Software located at the following link: https://uacp.hana.ondemand.com/http.svc/rc/PRODUCTION/pdfac0fa9551dd88809f10000000b441570/1511%20000/en- US/MATRIX_OP1511.pdf). The S/4HANA Compatibility Pack may be Used by Licensee as, and in accordance with the terms of, an S/4HANA Package. Such Use is further subject to the following: • Licensee must have a license to Use i) such Software in the Classical Solution column of the Matrix and ii) the prerequisite shown on the Matrix. • So long as the Software in the Classical Solution Column of the Matrix is licensed solely for Use and deployment of the applicable S/4HANA Compatibility Pack on an S/4HANA Installation, no Named User licenses are requiredfor such Classical Solution.S/4HANA Compatibility Packs may only be Used until the applicable expiration date shown on the Matrix. 1.8 S/4HANA Enterprise Management. Licensee shall be deemed to have licensed SAP ERP Starter Pack solely for the purpose of meeting the requirement to have a license for SAP ERP in order to have the right to Use the ERP Compatibility Pack. S/4HANA Enterprise Management includes the following Runtime Software: SAP GTS, Trade Preferences and SAP Information Lifecycle Management (“ILM”). Classification required to support Trade Preferences may be used in context of this usage right at no additional charge for an on-premise implementation with the exception of the following functionalities: Entering Vendor-Based LTVDs in the Web UI, Uploading Preference Rules, Rule Set for Agreements other than with EU and NAFTA-based concepts, Preference Determination for Configurable Bills of Material, Pan-Eur-Med-Cumulation, and Identity-Based Preference Processing. Use of ILM is limited solely to SAP ILM Retention Manager and ILM Store components only for (i) storing and archiving files to filesystem, Hadoop, HANA, and IQ, (ii) blocking and deleting personal data within a specified time period or at the end of a specified time period. 1.9 S/4HANA Enterprise Management for Professional use. Use is allowed by the number of individuals included in the Licensed Level who are authorized to use all of such individual’s operational, system administration and management roles supported by the Software for Licensee’s internal business purposes. 1.10 S/4HANA Enterprise Management for Functional use and S/4HANA Enterprise Management for Productivity use. (A) S/4HANA Enterprise Management for Functional use. Use is allowed by the number of individuals included in the Licensed Level: (a) who are employees of Licensee’s Business Partners authorized to perform any role supported by the Software in accordance with the license grant set forth in the GTC or Software License Agreement, or (b) who are employees of Licensee authorized to use the following Solution Capabilities supported by the Software: • Asset Management (Maintenance Execution, Maintenance Planning and Scheduling) • Human Resources (Organizational Management, Time Sheet) DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 • Manufacturing (Material Requirements Planning, External Processing, Production Execution, Subcontracting, Just-in-time Processing, Kanban, Production Control, Repetitive Manufacturing, Quality Engineering, Quality Improvement, Quality Inspection, Price Management) DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 • R&D / Engineering (Production BOM Management, Recipe/Routing Management, Inspection Planning, Variant Configuration, Product Development Foundation, Project Financial Controls, Project Logistics Control) • Sales (Sales Order Management and Processing, Sales Quotation Management, Opportunity Management, Sales Lead Management, Account and Contact Management, Activity Management, Customer Engagement,) • Sourcing and Procurement (Self-Service Requisitioning) • Supply Chain (Available to Promise, Shipping, Transportation Management, Warehouse Management, Goods Movement, Inventory Analytics & Control, Returnable Packaging Logistics, Sales Contract Management) • Service (Warranty Management, Service Request Management, Service Order Management, Service Fulfilment, Service Billing & Settlement, Multi-Channel Customer Engagement) • Enterprise Technology (Master Data Maintenance) (B) S/4HANA Enterprise Management for Productivity use. Use is allowed by the number of individuals included in the Licensed Level who are authorized to use the following Solution Capabilities supported by the Software: • Asset Management (Maintenance Execution) • Display Use rights • Human Resources (Organizational Management, Time Sheet) • Manufacturing (Material Requirements Planning, Production Execution, Production Control) • Sourcing and Procurement (Self-Service Requisitioning) • Supply Chain (Delivery Management, Transportation Management, Warehouse Management, Goods Movement,Available to Promise 1.11 S/4HANA Developer access. Use is allowed by the number of individuals included in the Licensed Level who are authorized to access the development tools provided with the licensed S/4HANA Enterprise Management Software for the purpose of making ABAP Modifications and/or Add-ons to any S/4HANA Packages. 1.12 S/4HANA Central Finance, central finance foundation (“S/4HANA Central Finance”) S/4HANA Central Finance includes the following Runtime Software: SAP Application Interface Framework. 1.13 SAP S/4 HANA Incentive and Commission Management SAP Incentive and Commission Management does not include agent portfolio assignment, liability management, actual commissioning and cancellation reserves, portfolio and liability transfer processes. 1.14 SAP S/4 HANA for subscription billing If SAP S/4 HANA for subscription billing is Used for, or in support of, billing or revenue share calculation for pre-paid telecommunications products, services or systems in the Restricted Countries or to remotely support prepaid telecommunication systems in the Restricted Countries then Licensee shall be obliged to obtain a license from Freedom Wireless permitting such Use. The Restricted Countries are Australia, Brazil, Canada, China, Israel, Japan, South Korea, Mexico and the United States. Failure to obtain a license from Freedom Wireless permitting such use shall void and release SAP from all related warranties, including without limitation any warranties and/or indemnities with respect to non-infringement of intellectual property rights to the fullest extent provided by applicable law. SAP Billing, CRM component is required for the use of SAP S/4 HANA for subscription billing and should be deployed on a separate installation from S/4 HANA installation. The included convergent charging functionality in SAP Billing, CRM component may only be used if SAP S/4 HANA for subscription billing is licensed. 1.15 SAP S/4HANA for energy utilities meter data management and operations, SAP S/4HANA for energy utilities bill-to-cash management, SAP S/4HANA for water utilities meter data management and operations, SAP S/4HANA for water utilities bill-to-cash management. The Software includes mobile components that can solely be used: (1) as a runtime for SAP S/4HANA for energy utilities meter data management and operations and/or SAP S/4HANA for energy utilities bill-to-cash management and/orSAP S/4HANA for water utilities meter data management and operations and/or SAP S/4HANA for water utilities bill-to-cash management, and (2) for customers’ extensions and enhancements to SAP S/4HANA for energy utilities meter data management and operations and/or SAP S/4HANA for energy utilities bill-to- cash management and/or SAP S/4HANA for water utilities meter data management and operations and/or SAP S/4HANA for water utilities bill- to-cash management. The SAP Multichannel Foundation for Utilities includes any users necessary for SAP Gateway access. 1.16 SAP S/4HANA for commercial project management, cost and revenue planning SAP S/4HANA for commercial project management, cost and revenue planning includes runtime functionality of planning application kit, SAP Lumira Designer and SAP Lumira Server. 1.17 SAP Portfolio and Project Management for SAP S/4HANA, standard SAP Portfolio and Project Management for SAP S/4HANA, standard includes right to view project and portfolio information, use analytical capabilities, approve projects, phases and decision points, fill out questionnaires, provide input for financial and capacity planning, view and confirm assigned tasks and report project efforts. 1.18 SAP S/4HANA for O&G secondary distribution management SAP S/4HANA for O&G secondary distribution management includes a license of the industry package "SAP S/4HANA Oil & Gas for hydrocarbon management" for up to 50,000 BOEPD sold. 1.19 SAP S/4HANA Finance for treasury and risk management Use of SAP S/4HANA Finance for treasury and risk management is limited to a maximum of one hundred active, investment-related security classes in the securities area*. In case a larger number of security classes are required, SAP Financial Asset Management for Insurance must be licensed. *In the SAP system each security (e.g. stocks) is a class. The class data includes all the structure characteristics of a security. Since the creation of transactions and the management of positions in the transaction manager are based on product types, each class needs to be assigned to a product type. 1.20 SAP Business Integrity Screening for S/4HANA Licensee is allowed to create new tables and new views (database views, analytical views, projection views, attribute views, calculation views, etc.) on the database as long as they are used in the context of the SAP Business Integrity Screening for S/4HANA solution (e.g. to setup rules which access these tables/views). 1.21 SAP S/4HANA R&D for Enterprise Product Engineering Use of collaborative product development and product structure synchronization functionality is limited to product development functionality. Use of SAP 3D Visual Enterprise Generator is limited to 1 core of usage. 1.22 SAP S/4HANA R&D for Enterprise Product Formulation Use of collaborative product development and product structure synchronization functionality is limited to recipe development functionality. 1.23 SAP Knowledge Accelerator Bundle for S/4HANA. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 SAP Knowledge Acceleration Bundle for S/4HANA may be used to meet Licensee’s employee training needs and may not be used by or on behalf of any third party. Notwithstanding any other provision of the Training Schedule, User license metrics of Knowledge Acceleration may not DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 be transferred to other individuals, even if the original user is no longer permitted access to Knowledge Acceleration. If an individual is no longer employed by Licensee, Licensee may transfer such individual’s User license count to another user. 1.24 Sales and Service Order Execution for B2B and B2C for S/4HANA Sales and Service Order Execution for B2B and B2C for S/4HANA is licensed for Use to place and process Orders in licensed SAP S/4HANA Enterprise Management Software through licensed SAP Cloud Platform (inclusive of any authorized applications running thereupon) and/or Non-SAP Application(s). “Non-SAP Application(s)” means any technologies, other than licensed Package(s), for which Licensee has secured an appropriate license from an entity other than SAP, SAP SE, and/or any of its/their subsidiaries and/or distributors. 1.25 Sales and Service Order Execution for B2C for S/4HANA. Sales and Service Order Execution for B2C for S/4HANA is licensed for Use by Consumers to place and process Orders in licensed SAP S/4HANA Enterprise Management Software through licensed SAP Cloud Platform (inclusive of any authorized applications running thereupon) and/or Non-SAP Application(s). “Non-SAP Application(s)” means any technologies, other than licensed Package(s), for which Licensee has secured an appropriate license from an entity other than SAP, SAP SE, and/or any of its/their subsidiaries and/or distributors. 1.26 Purchase Order Execution for S/4HANA. Purchase Order Execution for S/4HANA is licensed for Use to create and process Purchase Orders in licensed SAP S/4HANA Enterprise Management Software through licensed SAP Cloud Platform (inclusive of any authorized applications running thereupon) and/or Non- SAP Application(s). “Non-SAP Application(s)” means any technologies, other than licensed Package(s), for which Licensee has secured an appropriate license from an entity other than SAP, SAP SE, and/or any of its/their subsidiaries and/or distributors. 1.27 SAP S/4HANA Oil & Gas for upstream operations management Use of the Runtime Software SAP Manufacturing Integration and Intelligence is restricted to upstream production, scheduling, allocation, and maintenance only. 1.28 SAP S/4HANA Oil & Gas for upstream contracts management Upstream Contracts Management and Upstream Oil and Gas, which include Joint Venture Accounting functionality, also include limited use rights for Advanced Compliance Reporting (ACR). The license to use ACR is limited to use within the scope of Upstream Contracts Management and Upstream Oil and Gas licenses. Any use beyond the scope of Upstream Contracts Management and Upstream Oil and Gas requires ACR to be fully licensed separately. 1.29 SAP Tax, Benefits, and Payment Processing for Public Sector for S/4HANA SAP Tax, Benefits, and Payment processing for Public sector for S/4HANA includes any users necessary for SAP Gateway access. To implement the solution customer must also license SAP Tax, Benefits, and Payment Processing for Public Sector for CRM and deploy it on a separate installation from the S/4 HANA installation. Use is restricted to the usage of following capabilities of SAP CRM: Application processing, Debt and enforcement management, Benefit and deduction decision making, Enrollment and declaration processing, Case management, Grantor front-office processes, Financial customer care and dispute management 1.30 SAP Tax Compliance for S/4HANA SAP Tax Compliance for S/4HANA includes the following Runtime Software: • SAP Lumira Discovery • SAP BusinessObjects Enterprise limited to five Users per block of Licensed Metric for the Software 1.31 SAP Business Partner Screening for S/4HANA SAP Business Partner Screening includes the following Runtime Software: • SAP Lumira Discovery 1.32 SAP S/4HANA for Advanced Variant Configuration, standard SAP S/4HANA for Advanced Variant Configuration, standard includes rights to configure e.g. sales orders using the SAP Fiori-based advanced configurator for materials using configuration profiles of mode “Advanced Variant Configuration” and create material variants for materials using configuration profiles of mode “Advanced Variant Configuration”. 1.33 SAP OpenHub for S/4HANA For purposes of SAP OpenHub for S/4HANA, “SAP BW” means the SAP Business Warehouse functionality included in SAP S/4HANA Enterprise Management, and does not include other Business Warehouse products such as SAP BW4/HANA. With this license, data may be exported out of SAP BW into non-SAP software applications in an asynchronous, non-real-time manner. Once data is asynchronously extracted to non-SAP software, there are no additional license fees or SAP Named Users required, provided the use of such data does not result in any updates to and/or trigger any processing capabilities of any licensed Software. For the purposes of this Section, “asynchronous extraction” means downloading data in bulk (i.e. not in response to a real-time Named User or system-generated reporting query) for analytical purposes. Notwithstanding anything to the contrary, provided Licensee also has a valid license for SAP S/4HANA Digital Access, humans may Use SAP BW through non-SAP software to export data out of SAP BW in a real time manner without the need to be licensed as a “Named User” or “Users” of SAP S/4HANA Enterprise Management , and (b) non-humans (e.g. bots, sensors, chips, devices, etc.) may Use SAP BW directly or through non-SAP software to export data out of SAP BW in a non-real-time or real time manner without the need to be licensed as “Named User(s)” or “User(s)” of SAP S/4HANA Enterprise Management. 1.34 SAP S/4HANA, supply chain integration add-on for SAP Integrated Business Planning SAP S/4HANA, supply chain integration add-on for SAP Integrated Business Planning may only be used to facilitate the integration of SAP S/4HANA with other SAP Software. 1.35 SAP S/4HANA Digital Access. This Package grants (a) humans a license to Use S/4HANA Enterprise Management (“S/4 EM”) through Non-SAP Application(s) that is/are directly integrated to S/4 EM without the need to be licensed as a “Named User” and/or “User” of S/4 EM and (b) non-humans (e.g. bots, sensors, chips, devices, etc.) a license to Use S/4 EM directly or through Non-SAP Application(s) that is/are directly integrated to S/4 EM and without the need to be licensed as a “Named User” and/or “User” of S/4 EM (collectively, “Digital Access of S/4 EM”). Solely for purposes of SAP S/4HANA Digital Access: • S/4 EM shall not include SAP Business Warehouse Software. • S/4 EM shall include SAP ERP Foundation Starter S/4HANA Compatibility Pack for the period in which Licensee otherwise has the right to Use such Compatibility Pack under this Agreement. • “Non-SAP Application(s)” means: (a) any technologies for which Licensee has secured an appropriate license from an entity other than SAP, SAP SE, and/or any of its/their subsidiaries and/or distributors (excluding when used solely as a Connectivity App between an SAP Application and S/4 EM); and/or (b) SAP Technology Solutions. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 • “SAP Technology Solution(s)” means SAP NetWeaver Foundation for Third Party Applications, SAP Cloud Platform (excluding when used solely as a Connectivity App between an SAP Application and S/4 EM) and SAP IoT Application Enablement (including any renamed and/or successor versions of any of the foregoing made generally available by SAP (if any)). • “Connectivity App(s)” means any integration technology whose primary function is to directly connect disparate applications to enable the direct communication and/or management of data between such disparate applications by/through such integration technology. • “SAP Application(s)” means all Packages (i.e. all Software and Third Party Software) licensed under the Agreement and/or SAP cloud services for which Licensee has a valid subscription, excluding SAP Technology Solutions and all database Packages. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 All Digital Access of S/4 EM will be licensed based exclusively upon the number of Documents created annually by such Digital Access of S/4 EM. Documents are unique records (i.e. unique digital line-items/objects) as defined under “Documents for SAP S/4HANA Digital Access” in the metrics section of this SUR. Each Document shall count as one (1) Document, except for Material Documents and Financial Documents which shall each count as two tenths (0.2) of a Document. However, where the automated processing in S/4 EM of a Document from one Document Type results in the subsequent creation in SAP S/4 EM of one or more additional Documents of different Document Type(s), such additional Documents shall not be counted. Where a Non-SAP Application is connected to S/4 EM via a Connectivity App, such Non-SAP Application is still deemed directly integrated to S/4 EM for purposes of this provision. Any humans and/or non-humans Using S/4 EM through application(s) that is/are integrated to a Non-SAP Application that is directly integrated to S/4 EM do not need to be licensed as a “Named User” and/or “User” of S/4 EM. 1.36 SAP S/4HANA for financial products subledger, banking option Use of SAP S/4HANA for financial products subledger, banking option is limited to functionality and processes for subledger accounting for financial instruments. 1.37 SAP S/4HANA for financial products subledger, insurance option Use of SAP S/4HANA for financial products subledger, insurance option, full version, includes the functionality and processes for the subledger accounting for financial instruments and the subledger accounting for insurance contracts. SAP S/4HANA for financial products subledger, insurance option, basic version, includes the functionality and processes for the subledger accounting for insurance contracts only. As part of the processing of insurance contracts, the solution supports processes such as the estimated cash flow preparation, which leverages the software component “SAP Profitability and Performance Management”. Usage of this component is limited to the preparing and/or storing of data as an integrated part of the subledger processes. 1.38 SAP Assurance and Compliance Software (ACS) for S/4HANA (included Applications: Business Integrity Screening, Tax Compliance & Audit Management) Data replication from another source system leveraging a third party database requires a full-use license for that source database. A runtime database license sold by SAP is not sufficient. S/4HANA Third Party Reselling 1.39 SAP Document Access by OpenText for SAP S/4HANA, SAP Archiving by OpenText for SAP S/4HANA. Use is defined as access by employees and contractors who directly use the SAP Software components e.g. enterprise scan, business process views, full text search, etc. and/or store or retrieve documents on the OpenText Archive Server. Support for Data archiving and access of archived data as well as support for SAP Information Lifecycle Management is included for the licensed entity as long as the customer has licensed the minimum number of Archiving or Document Access users. 1.40 SAP Document Access by OpenText, limited access option for SAP S/4HANA, SAP Archiving by OpenText, limited access option for SAP S/4HANA, SAP Extended ECM by OpenText, limited access option for SAP S/4HANA. Each of Licensee’s Users are limited to 52 Login Days per year. A “Login Day” means a day with one or more logins to the software by such user. ERP 2.1 Purchase Order Execution (“POE“) Purchase Order Execution (“POE“) is licensed for Use (excluding by employees of Licensee) to create and process Purchase Orders in licensed ERP Software through licensed SAP Cloud Platform (inclusive of any authorized applications running thereupon) and/or Non-SAP Application(s). Use of POE does not require a Named User license. Non-SAP Application(s)” means any technologies, other than licensed Package(s), for which Licensee has secured an appropriate license from an entity other than SAP, SAP SE, and/or any of its/their subsidiaries and/or distributors. 2.2 Sales and Service Order Execution for B2B and B2C (“SOE B2B/C“) Sales and Service Order Execution for B2B and B2C (“SOE B2B/C“) is licensed for Use (excluding by employees of Licensee) to place and process Orders in licensed ERP Software through licensed SAP Cloud Platform (inclusive of any authorized applications running thereupon) and/or Non-SAP Application(s). Use of SOE B2B/C does not require a Named User license. “Non-SAP Application(s)” means any technologies, other than licensed Package(s), for which Licensee has secured an appropriate license from an entity other than SAP, SAP SE, and/or any of its/their subsidiaries and/or distributors. 2.3 Sales and Service Order Execution for B2C (“SOE B2C“) Sales and Service Order Execution for B2C (“SOE B2C“) is licensed for Use by Consumers to place and process Orders in licensed ERP Software through licensed SAP Cloud Platform (inclusive of any authorized applications running thereupon) and/or Non-SAP Application(s). Use of SOE B2C does not require a Named User license. “Non-SAP Application(s)” means any technologies, other than licensed Package(s), for which Licensee has secured an appropriate license from an entity other than SAP, SAP SE, and/or any of its/their subsidiaries and/or distributors. 2.4 SAP Digital Access. This Package grants (a) humans a license to Use SAP ERP (“ERP”) through Non-SAP Application(s) that is/are directly integrated to ERP without the need to be licensed as a “Named User” of ERP and (b) non-humans (e.g. bots, sensors, chips, devices, etc.) a license to Use ERP directly or through Non-SAP Application(s) that is/are directly integrated to ERP and without the need to be licensed as a “Named User” of ERP (collectively, “Digital Access of ERP”). Solely for purposes of SAP Digital Access: • ERP shall not include SAP Business Warehouse Software. • “Non-SAP Application(s)” means: (a) any technologies for which Licensee has secured an appropriate license from an entity other than SAP, SAP SE, and/or any of its/their subsidiaries and/or distributors (excluding when used solely as a Connectivity App between an SAP Application and ERP); and/or (b) SAP Technology Solutions. • “SAP Technology Solution(s)” means SAP NetWeaver Foundation for Third Party Applications, SAP Cloud Platform (excluding when used solely as a Connectivity App between an SAP Application and ERP) and SAP IoT Application Enablement (including any renamed and/or successor versions of any of the foregoing made generally available by SAP (if any)). • “Connectivity App(s)” means any integration technology whose primary function is to directly connect disparate applications to enable the direct communication and/or management of data between such disparate applications by/through such integration technology. • “SAP Application(s)” means all Packages (i.e. all Software and Third Party Software) licensed under the Agreement and/or SAP cloud services for which Licensee has a valid subscription, excluding SAP Technology Solutions and all database Packages. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 All Digital Access of ERP will be licensed based exclusively upon the number of Documents created annually by such Digital Access of ERP. Documents are unique records (i.e. unique digital line-items/objects) as defined under “Documents for SAP Digital Access” in the metrics section of this SUR. Each Document shall count as one (1) Document, except for Material Documents and Financial Documents which shall each count as two tenths (0.2) of a Document. However, where the automated processing in ERP of a Document from one Document Type results in the subsequent creation in ERP of one or more additional Documents of different Document Type(s), such additional Documents shall not be counted. Where a Non-SAP Application is connected to ERP via a Connectivity App, such Non-SAP Application is still deemed directly integrated to ERP for purposes of this provision. Any humans and/or non-humans Using ERP through application(s) that is/are integrated to a Non-SAP Application that is directly integrated to ERP do not need to be licensed as a “Named User” of ERP. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 2.5 SAP Enterprise Risk and Compliance Management, risk management and Bank Communication Management SAP Enterprise Risk and Compliance Management, risk management Software may require an additional component downloaded from a third party mobile application store. Each additional component is subject to its respective license agreement. 2.6 SAP Treasury and Risk Management Use of SAP Treasury and Risk Management is limited to a maximum of a hundred (100) active, investment-related security classes in the securities area*. In case a larger number of security classes are required, the Industry Package SAP Financial Asset Management for Insurance have to be licensed. * In the SAP system each security (e.g. stocks) is a class. The class data includes all the structure characteristics of a security. Since the creation of transactions and the management of positions in the transaction manager are based on product types, each class needs to be assigned to a product type. 2.7 SAP (EHS Management, Environment, Health and Safety; SAP EHS Management, Product Safety; SAP EHS Management, Product and REACH compliance.) SAP only warrants the functional scope of the aforementioned products. However, SAP does not warrant or guarantee regulatory compliance of these products. Implementation of these products in accordance with regulatory compliance requirements is within the responsibility of Licensee. SAP provides publicly available information to support business processes of calculations and reporting, herein called content, within the EHS Management, Environment, Health, and Safety software product. SAP does not warrant the accuracy of this content or that licensee will obtain any specific results from the use of the content. SAP only warrants that SAP has used reasonable business care in collecting and compiling the content. 2.8 SAP EHS Management, Environment, Health and Safety Individuals who utilize the incident management functionality of SAP EHS Management, Environment, Health and Safety solely to enter data for initial incident reporting and to provde data for incident investigations do not require a Named User license. Such data entry may occur asynchronously (off-line) via the Adobe Interactive Form tool, synchronously (on-line) by direct interaction with the SAP system, or via mobile devices. This exception applies only to incident management data entry use, and does not apply to any other uses of the incident management functionality or any other functionality of SAP EHS Management including incident processing, investigation, and performance and regulatory reporting. SAP EHS Management, , environment, health, and safety does not include rights to SAP EHS Management, Product Safety and SAP EHS Management, Product REACH and Compliance. The SAP EHS Management, Environment, Health and Safety may require an additional component downloaded from a third party mobile application store. Each additional component is subject to its respective license agreement. The SAP EHS Management, Environment, Health and Safety includes mobile platform functionality. 2.9 SAP Quality Issue Management Individuals who Use SAP Quality Issue Management solely to enter data for initial incident reporting and to provide data for incident investigations (open and close incidents) do not require Named User licenses. Such data entry may occur asynchronously (off-line) via the Adobe Interactive Form tool, synchronously (on-line) by direct interaction with the SAP system, or via mobile devices. This exception applies only to incident management data entry use, and does not apply to any other uses of the incident management functionality or any other functionality of SAP Quality Issue Management. 2.10 SAP Management of Change A named user license is not required for employees, contractors, and business partner users that interact with SAP Management of Change solely to create a change request. This exception applies only change request creation, and does not apply to the use of any other functionality of SAP Management of Change including approvals. Line Of Business 2.11 Track & Trace and Extended Warehouse Management Business Partners of Licensee accessing Track & Trace and Extended Warehouse Management solutions solely to view the tracking status and report event messages do not require a SAP Named User license. 2.12 SAP Transportation Management/SAP Transportation Management for T&L External users provide or view information to SAP Transportation Management/SAP Transportation Management for T&L as part of the planning, execution or settlement of freight within SAP TM. External users include customers, vendors, employees of business partners or drivers employed by the licensee. External users do not require a SAP Named User License. This includes any user necessary for SAP Gateway access. 2.13 SAP Manufacturing Execution (ME) SAP Manufacturing Execution (ME) includes SAP Manufacturing Integration and Intelligence (MII) as Runtime Software solely for use in integrating ME to Licensee’s SAP system. 2.14 SAP Customer Engagement and Commerce (CEC) Use of the following CEC Packages does not require a Named User license: • SAP CRM Sales • SAP CRM Service • SAP CRM Marketing • SAP CRM Loyalty Management • SAP Sales and Service Order Execution for B2C • SAP Sales and Service Order Execution for B2B & B2C • SAP Contact Center • SAP Trade Promotion Planning and Management • SAP Advanced Analytics for Trade Management • SAP Customer Business Planning • SAP Configure, Price and Quote for product configuration • SAP Configure, Price and Quote for solution sales configuration • Desktop Connetcion for SAP CRM – enterprise edition Use of the following SAP Billing related Packages does not require a Named User license: • SAP Billing • SAP Billing, charging • SAP Billing, invoicing • SAP Billing, customer financials DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 • SAP Billing, flexible solution billing • SAP Billing, mediation by DigitalRoute Use of the following SAP Packages does not require a Named User license: • SAP Digital Documents by OpenText, first 200 units • SAP Digital Asset Management by OpenText DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 • SAP Digital Asset Management by OpenText, limited access option 2.15 SAP CRM Sales; SAP CRM Service; SAP CRM Marketing Use of SAP CRM Sales, SAP CRM Service and SAP CRM Marketing packages is limited to Licensee and its affiliates/subsidiaries. 2.16 SAP CRM Sales, Limited Access; SAP CRM Service, Limited Access; SAP CRM Marketing, Limited Access Licensing of SAP CRM Sales, Limited Access; SAP CRM Service, Limited Access; or SAP CRM Marketing, Limited Access allows Licensee’s Business Partners to access the SAP CRM Sales; SAP CRM Service; or SAP CRM Marketing package respectively, in accordance with the terms of the Agreement. 2.17 SAP Billing, charging; SAP Billing If SAP Billing, charging and SAP Billing Software included in the referenced products is Used for, or in support of, billing or revenue share calculation for pre-paid telecommunications products, services or systems in the Restricted Countries or to remotely support prepaid telecommunication systems in the Restricted Countries then Licensee shall be obliged to obtain a license from Freedom Wireless permitting such Use. The Restricted Countries are Australia, Brazil, Canada, China, Israel, Japan, South Korea, Mexico and the United States. Failure to obtain a license from Freedom Wireless permitting such use shall void and release SAP from all related warranties, including without limitation any warranties and/or indemnities with respect to non-infringement of intellectual property rights to the fullest extent provided by applicable law. 2.18 SAP Enterprise Product Engineering Package Use of collaborative product development and product structure synchronization functionality is limited to product development functionality. Use of SAP 3D Visual Enterprise Generator is limited to 1 core of usage. Any Use in excess of the foregoing will require licensing of the full use version of SAP 3D Visual Enterprise Generator 2.19 SAP Enterprise Product Formulation Package Use of collaborative product development and product structure synchronization functionality is limited to recipe development functionality. 2.20 SAP Yard Logistics SAP Yard Logistics includes Runtime Software of SAP’s Extended Warehouse Management (EWM). Use of SAP Extended Warehouse Management excludes Use of processes based on inbound or outbound deliveries, material flow system related functionality, as well as stock- keeping processes (other than Transportation Unit and Yard related processes). 2.21 SAP ERP, supply chain integration add-on for SAP Integrated Business Planning SAP ERP, supply chain integration add-on for SAP Integrated Business Planning may only be used to facilitate the integration of ERP with other SAP Software. 2.22 SAP Extended Sourcing and SAP Contracts Lifecycle Management SAP Extended Sourcing and SAP Contracts Lifecycle Management includes the following Runtime Software: SAP BusinessObjects Enterprise, to be used only in conjunction with SAP Extended Sourcing and SAP Contracts Lifecycle Management. 2.23 SAP Portfolio and Project Management, standard Use of SAP Portfolio and Project Management, standard includes right to view project and portfolio information, use analytical capabilities, approve projects, phases and decision points, fill out questionnaires, provide input for financial and capacity planning, view and confirm assigned tasks and report project efforts. 2.24 SAP Visual Enterprise SAP 3D Visual Enterprise Generator, SAP 3D Visual Enterprise View Edition Generator and Optional Add-Ons. The SAP Visual Enterprise Software (f/k/a Right Hemisphere) licensed hereunder may include certain third party open source and/or other free download components (collectively, the “Free Download Components”). Please refer to http://www.righthemisphere.com/oslicenses.html for certain notices relating to the Free Download Components. Notwithstanding anything to the contrary, an individual accessing any licensed SAP Visual Enterprise Software solely to view output files therefrom shall not be required to hold an SAP Named User license. SAP Visual Enterprise Viewer software is made available to Licensees of licensed Visual Enterprise Generator, Visual Enterprise Access and/or Visual Enterprise Author software at no additional license fee. 2.25 SAP Contact Center SAP Contact Center includes the following Runtime Software: SAP BusinessObjects Web Intelligence and SAP Lumira Server which excludes the following rights: i. Creation of a new Lumira document using Lumira Server ii. Modification of existing Lumira documents using Lumira Server 2.26 SAP Commercial Project Management SAP Commercial Project Management includes runtime functionality of planning application kit, SAP Lumira Designer and SAP Lumira Server. 2.27 SAP Commercial Project Management, option for cost and revenue planning includes a runtime license to SAP Lumira Designer and SAP Lumira Server. 2.28 SAP ERP Limited Runtime SAP ERP Limited Runtime may only be Used to the extent necessary to operate other Software licensed by Licensee under the Agreement, provided SAP Documentation indicates such other Software technically requires the functions of SAP ERP in order to operate such other Software. Use of SAP ERP Limited Runtime does not require a Named User license. SAP ERP Limited Runtime is only available to S/4HANA Software licensees. Industry Portfolio 3.1 SAP Upstream Operations Management for Oil & Gas. Use of the Runtime Software SAP Manufacturing Integration and Intelligence is restricted to upstream production, scheduling, allocation, and maintenance only. 3.2 SAP Secondary Distribution Management for Oil & Gas. The license for "SAP Secondary Distribution Management for Oil & Gas" includes a license of the industry package "SAP Hydrocarbon Management for Oil & Gas" for up to 50,000 BOEPD sold. 3.3 SAP Military Data Exchange. SAP Military Data Exchange is not available for all countries, for details please see contact information at www.sap.com/defense-security 3.4 SAP Tax, Benefits, and Payment Processing for Public Sector SAP Tax, benefits, and Payment processing for Public sector includes any user necessary for SAP Gateway access. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 A Named User License for Tax, Benefits, and Payment Processing for Public Sector is not needed for external users representing the contact (e. g. taxpayer or tax accountants on behalf of the taxpayer accessing the system for online filing and payments), unless they are working on behalf of the licensee (e. g. a job assessor...) 3.5 SAP Multichannel Foundation for Utilities The SAP Multichannel Foundation for Utilities includes mobile platform functionality for use with the Package and for customers’ extensions and enhancements to SAP Multichannel Foundation for Utilities.It is mandatory to have all online users represented in the Multichannel user management module. If the customer is using or plans to use a third party user management application, the customer needs to interface/replicate the online users to the Multichannel user management module. The SAP Multichannel Foundation for Utilities includes any user necessary for SAP Gateway access. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 3.6 SAP Regulatory Report by iBS, Accounts;SAP Regulatory Report by iBS, Derivatives; SAP Regulatory Report by iBS, P/C/S Cashflow; SAP Regulatory Report by iBS, Retail Cashflow. Licensed iBS software may only be Used to support Licensee’s German, Austrian and/or Swiss business operations. 3.7 SAP Business Integrity Screening The Software includes the following Runtime Software: (i) SAP Lumira Discovery and (ii) read-only access to Automated Predictive Libraries (APL) and Predictive Analytics Integrator (PAI). When the Software is used with Limited HANA Runtime, HANA Studio and Web IDE may be used for application specific data modeling, including, but not limited to, table creation and extensions. 3.8 SAP Medical Research Insights The software gives instant access to information from multiple sources and allows visualizing and analyzing complex data sets in real- time. The software is not intended to be used for diagnostic or therapeutic purposes. In particular and without limitation, the software is not intended to be used for (i) final selection of patients for a clinical study, or (ii) the detection, prevention, surveillance, treatment or relief of diseases, (iii) the detection, surveillance, treatment, relief or compensation of injuries and handicaps, or (iv) the examination, substitution or change of the anatomical structure or a physiological process of a human being. 3.9 Cerner i.s.h.med User; Cerner i.s.h.med from SAP, basic medical record bundle; Cerner i.s.h.med from SAP, advanced medical record bundle; Cerner i.s.h.med from SAP, tasks and pathways bundle; Cerner i.s.h.med from SAP, specialty surgery bundle; Cerner i.s.h.med from SAP, specialty radiology bundle; Cerner i.s.h.med from SAP, mobile access bundle The software may not be deployed in, or used or accessed by any individuals located in: Afghanistan, Albania, Algeria, Monaco, South Sudan, Sweden, or the United States of America. 3.10 SAP Budgeting and Planning for Public Sector SAP Budgeting and Planning for Public Sector includes the following Runtime Software: SAP Business Planning and Consolidation, version for SAP NetWeaver (planning only). 3.11 SAP Investigation Management for Public Sector SAP Investigation Management for Public Sector includes the following Runtime Software: SAP BusinessObjects Enterprise. 3.12 SAP Knowledge Accelerator Bundle for ERP SAP Knowledge Acceleration Bundle for ERP may be used to meet Licensee’s employee training needs and may not be used by or on behalf of any third party. Notwithstanding any other provision of the Training Schedule, User license metrics of Knowledge Acceleration may not be transferred to other individuals, even if the original user is no longer permitted access to Knowledge Acceleration. If an individual is no longer employed by Licensee, Licensee may transfer such individual’s User license count to another user 3.13 SAP Mobile Inclusive Banking, SAP Omnichannel Banking, digital commercial option, SAP Omnichannel Banking, digital retail option The referenced Mobile Apps includes mobile platform functionality for use with the Mobile Apps. 3.14 SAP Big Data Margin Assurance SAP Big Data Margin Assurance includes the following Runtime Software: read-only access to: (i) Automated Predictive Libraries (APL); and (ii) Predictive Analytics Integrator (PAI). 3.15 Credit card management Credit card management includes the following Runtime Software: Transactional Banking, Retail Banking; SAP Payment Engine, all to be used only in conjunction with credit card management. 3.16 SAP Predictive Maintenance and Service, add on for utilities The SAP Predictive Maintenance and Service, add on for utilities is not designed to process personal data. Third Party Reselling 4.1 SAP LoadRunner by Micro Focus (“LR”) Licensee’s Use of the LR software is limited solely to testing or monitoring pre-production SAP Software (including any and all software required to operate the particular SAP Software, further including the SAP Software’s associated operating systems, databases, application servers, etc) only in quality assurance and similar non-production environments, and may only be Used on a single server. 4.2 SAP Document Access by OpenText (“DA”), SAP Archiving by OpenText (“Archiving”) Use is defined as access by employees and contractors who use the SAP Software components e.g. enterprise scan, business process views, full text search, etc. and/or store or retrieve documents on the OpenText Archive Server. Support for data archiving and access of archived data as well as support for SAP Information Lifecycle Management is included for the licensed entity as long as Licensee has licensed the minimum number of Archiving or SAP Document Access by Open Textusers. 4.3 SAP SucccessFactors Extended Enterprise Management by OpenText SAP SucccessFactors Extended Enterprise Management by OpenText solution is limited for use in the context of SAP SuccessFactors and HR scenarios/employee related-documents 4.4 SAP Extended ECM for Government by OpenText, SAP Extended ECM for Government by OpenText, limited access option (“xECM for Government”) xECM for Government is limited to use by government entities. For this purpose, ‘government’ means the governing body of a political unit such as a nation, state or community. It is the body that establishes or administers laws or regulations and exercises the political direction and control of the affairs of the political unit. It excludes any organization that provides goods or services that are offered by the private sector in any western democratic country, such as utilities, banks, mining, and also excludes any quasi-governmental or quasi-public corporations or entities. xECM for Government contains a limited use license of SAP Document Presentment by OpenText (“DP”), SAP Document Presentment by OpenText, add on for business correspondence (“DP add-on”), and SAP OCR functionality that must only be used in conjunction with the xECM for Government solution. Broader usage of these components requires separate additional licensing. DP and DP add-on are limited to one hundred thousand (100,000) transactions per year. The OCR functionality is an optional component that is compatible only with Microsoft SQL Server Database, and is limited to one million (1,000,000) pages per year. When Licensee licenses Software for internal users according to this metric, the license includes the right for individuals/citizens external to the Licensee's organization (i.e. other than employee, contract worker and outsourcer), to upload or download content/documents that are stored by the OpenText Solution, but such use is restricted to use directly related to the governmental use authorized above. Use in any other capacity by individuals/citizens external to the Licensee's organization is prohibited. 4.5 SAP Document Access by OpenText, Limited Access option, SAP Archiving by OpenText, Limited Access option, SAP Extended ECM by OpenText, Limited Access option, SAP Extended ECM for Government by OpenText, Limited Access DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 option Each of Licensee’s Users are limited to 52 Login Days per year. A “Login Day” means a day with one or more logins to the software by such user. 4.6 OCR option for SAP Invoice Management by OpenText (“OCR”) An individual licensed to Use OCR must also be licensed for SAP Invoice Management by OpentText or SAP Invoice Management by Opentext for SAP S/4HANA (“IM”). The OCR is an optional component and there must be at least as many IM licenses as OCR licenses but there can be more IM licenses than OCR license. 4.7 SAP Dispatching & Planning – Long Term Planning by Prologa; SAP Dispatching & Planning – Operational Planning by Prologa; SAP Legal Requirements by Prologa An individual licensed to Use any Prologa must be licensed (under separate Order Form to the Agreement) as an SAP Business Expert, Professional or Limited Professional User. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 4.8 SAP Mobile Order Management by PROLOGA A Named User license is not required if the access to the backend system is handled through the component SAP Mobile Order Management by PROLOGA. In all other cases an SAP Named User is required. 4.9 BSI U.S. Payroll Tax Processing The BSI software is licensed for Use in conjunction with the payroll functionality contained in the SAP Payroll Software, which must be separately licensed. In addition, the license for the BSI software is limited for Use on a single Platform at a time (with the exception of a Platform migration period as BSI may allow). For purposes herein, the term “Platform” shall mean a single BSI Supported Configuration of the following: a single database, single server, single client software, and single operating system. For purposes herein, “BSI Supported Configuration” shall mean a configuration for which BSI makes support available for SAP Licensees of the BSI software. The BSI software license does not include a license to use any third party database, server, client software, or operating system. If Licensee wishes to change the Platform: (i) Licensee shall provide SAP written notice of the same and complete a Platform Change form (in a format acceptable to BSI); and (ii) SAP shall allow such change to the extent and under the conditions BSI generally makes available to SAP, including without limitation Licensee’s payment of any platform change fees that apply. Special maintenance agreement required. 4.10 SAP Digital Content Processing by OpenText The OCR functionality is an optional component that is compatible only with Microsoft SQL Server Database. 4.11 SAP Enterprise Asset Management, S/4HANA add-on for MRO by HCL, base package SAP Enterprise Asset Management, S/4HANA add-on for MRO by HCL, base package includes 100 professional and 400 standard users. SAP NetWeaver 5.1 General terms applicable to use of SAP Netweaver Adapters are only available with a SAP NetWeaver PI license and are licensed for a defined release of a backend system or protocol. Maintenance for adapters covers the support of connectivity to a backend system or compliance to a protocol specification at that given release at the time of licensing. It is within SAP’s sole discretion to extend the use rights of an adapter (either partly or fully) to a higher release of the respective backend system or protocol. This applies to change of version of protocols as well. Provided Licensee has licensed an SAP software component based on SAP NetWeaver, Licensee shall have rights to SAP Fiori and SAP Screen Personas. SAP Fiori and SAP Screen Personas software usage rights are included in the respective SAP NetWeaver Software components to the extent of licensee’s licensed use rights for such SAP prerequisite components. Provided Licensee has licensed an SAP software component based on SAP NetWeaver, Licensee shall have rights to Use the following Runtime Software: SAP Information Lifecycle Management (“ILM”). Use is limited to SAP ILM and ILM Store components only for (i) storing and archiving files to filesystem, Hadoop, HANA, and IQ, (ii) blocking and deleting personal data within a specified time period or at the end of a specified time period. This runtime license excludes use of any other capabilities of SAP Information Lifecycle Management. SAP NetWeaver Foundation Runtime License. An application-specific runtime license of SAP NetWeaver Foundation is included with all Software Package licenses, provided that SAP NetWeaver is delivered with the software. This runtime license grants the Licensee the right to Use SAP NetWeaver Foundation only with (i) the licensed SAP application (including customization), (ii) Modifications (iii) Add- Ons to the SAP application that do not access the information contained in the database of the SAP applications, and (iv) third party applications that do not access the information contained in the database of the SAP applications . Licensee’s Developer Users may Use the tools included in SAP NetWeaver Foundation runtime license only for the development of these Modifications and Add-Ons described above. Licensee’s Use of the Planning Application Kit to develop planning applications that leverage in-memory processing of core planning functions requires a separate license for the applicable version of SAP Business Planning and Consolidation. 5.2 SAP NetWeaver OpenHub. For purposes of SAP Netweaver OpenHub, “SAP BW” means the SAP Business Warehouse functionality included in SAP ERP, and does not include other Business Warehouse products such as SAP BW4/HANA. With this license, data may be exported out of SAP BW into non-SAP software applications in an asynchronous, non-real-time manner. Once data is asynchronously extracted to non-SAP software, there are no additional license fees or SAP Named Users required, provided the use of such data does not result in any updates to and/or trigger any processing capabilities of any licensed Software. For the purposes of this Section, “asynchronous extraction” means downloading data in bulk (i.e. not in response to a real-time Named User or system-generated reporting query) for analytical purposes. Notwithstanding anything to the contrary, provided Licensee also has a valid license for SAP Digital Access, humans may Use SAP BW through non-SAP software to export data out of SAP BW in a real time manner without the need to be licensed as a “Named User” of SAP ERP, and (b) non-humans (e.g. bots, sensors, chips, devices, etc.) may Use SAP BW directly or through non-SAP software to export data out of SAP BW in a non-real-time or real time manner without the need to be licensed as “Named User(s)” of SAP ERP. 5.3 SAP Enterprise Master Data Management SAP Enterprise MDM includes a runtime license of SAP Data Services. For all Enterprise Master Data Management scenarios based on SAP NetWeaver Master Data Management products, a SAP Professional Named User license is required for users maintaining MDM data. Since MDM may be deployed at ERP/ECC and share the same persistency layer it’s critical to distinguish active and inactive records. The license only assumes charging for the former and the latter may come in a few flavors: • If an object is marked for deletion in ERP/ECC before MDM is deployed then it is considered inactive and not counted for the license blocks. • If an object is marked for deletion in ERP/ECC after MDM is deployed then it is considered active and counted for the license blocks. • If a customer developed a custom solution for the “other” domain and loads some data to MDM then prior to loading the customer should create a definition of inactive records and specify what field(s) mark such records. The marked for deletion objects are not counted for the license blocks. If there is no such a definition then all the objects are considered active. • If an object is physically deleted from MDM or archived then it is not counted for the license blocks. 5.4 SAP Identity Management SAP Identity Management may be used by Licensee to integrate Licensee’s SAP applications as part of an application-specific runtime license of SAP NetWeaver Foundation. Licensee is allowed to use SAP Lumira Discovery Runtime Software. 5.5 SAP Process Orchestration, Edge edition, premier option SAP Process Orchestration, Edge edition, premier option includes the rights to use SAP Process Orchestration and SAP Data Integrator, Edge edition. Each one (1) Core license of SAP Process Orchestration, Edge edition, premier option includes the rights to one (1) Concurrent Session of SAP PowerDesigner EnterpriseArchitect, fifty (50) Users of SAP Single Sign-On and fifty (50) Users of SAP Identity Management. The total number of Cores licensed represents the maximum total cumulative Cores on which all of the Software DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 included in SAP Process Orchestration, Edge edition, premier option may be installed and Used, excluding SAP Sybase PowerDesigner EnterpriseArchitect, SAP Single Sign-On, and SAP Identity Management which do not count against total Cores. The Use of SAP Process Orchestration, Edge edition, premier option is limited to a maximum of eight (8) Cores. 5.6 SAP Process Orchestration, Edge edition, standard option SAP Process Orchestration, Edge edition, standard option includes the rights to use SAP Process Orchestration. Each one (1) Core license of SAP Process Orchestration, Edge edition, standard option includes the rights to one (1) Concurrent Session of SAP PowerDesigner EnterpriseArchitect. The total number of Cores licensed represents the maximum total cumulative Cores on which all of the Software included in SAP Process Orchestration, Edge edition, standard option may be installed and Used, excluding SAP PowerDesigner EnterpriseArchitect DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 which does not count against total Cores. The Use of SAP Process Orchestration, Edge edition, standard option is limited to a maximum of eight (8) Cores. 5.7 SAP Landscape Management Licensee acknowledges and agrees that it is Licensee’s responsibility to ensure that it has all necessary third party license rights required to clone and/or copy an environment using this software, and Licensee has obtained and will maintain all such license rights necessary to use the functionality described herein, including without limitation the license right to operate the target system landscape after cloning and/or copying. Without limiting the materiality of other provisions of the Agreement, the parties agree that any violation by Licensee of third party license rights in this respect will be a material breach of the Agreement. Licenses for SAP Landscape Management must be assigned to a specific SAP system id, and can only be reassigned to a different system id once in a twelve-month period. 5.8 SAP Enterprise Threat Detection SAP Enterprise Threat Detection includes a limited runtime license for SAP HANA Streaming Analytics Option. 5.9 SAP Intelligent Business Operations bundle SAP Intelligent Business Operations bundle includes the rights to use SAP Process Orchestration, SAP HANA Streaming Analytics Option and SAP HANA Operational Process Intelligence Option. Use of SAP HANA Streaming Analytics shall be solely limited to interacting with other Software components included in SAP Intelligent Business Operations bundle. Use of SAP HANA Operational Process Intelligence Option is restricted to (i) data from the included SAP Process Orchestration, and SAP HANA Streaming Analytics Software, and (ii) data from SAP ERP or SAP S/4HANA applications, if licensed separately by the Licensee. Each one (1) Core license of SAP Intelligent Business Operations bundle includes the rights to one (1) Concurrent Session of SAP PowerDesigner EnterpriseArchitect. The total number of Cores licensed represents the maximum total cumulative Cores on which all of the Software included in SAP Intelligent Business Operations bundle may be installed and Used, excluding SAP HANA Operational Process Intelligence Option and SAP PowerDesigner EnterpriseArchitect which do not count against total Cores. 5.10 SAP Information Lifecycle Management (“ILM”) ILM includes a restricted runtime license of SAP Landscape Transformation Replication Server (“SLT”). ILM includes a restricted runtime license of 4 cores of SAP IQ Enterprise Edition (including SAP IQ Unstructured Data Analytics Option and SAP IQ Very Large Database Management Option) to be used solely as a data store for ILM. 5.11 Productivity Apps Productivity Apps are any Licensee owned/licensed application, provided such apps: (a) are only used by an individual to support one or more of the following self service functions on behalf of himself or herself (predefined reports, travel planning, expense reporting, procurement, room reservation, employee time, employee attendance, employee records maintenance, employee directory, employee benefits, employee appraisals, employee talent and skills profiles) (the “Self Service Functions”); and (b) any interfacing of such apps with the Software and/or Third party Software licensed under the Software Contract is limited to the extent necessary to support the Self Service Functions. Important Notice: The Use of Productivity Apps may require licenses for NetWeaver Foundation for Third Party Applications. A Direct access to a database (including but not limited to Oracle and/or Microsoft databases) or the information contained therein may require Full Use licenses for that database. It is Licensee’s responsibility to secure all appropriate rights from any applicable licensor(s). 5.12 SAP Master Data Governance, Edge edition SAP Master Data Governance, Edge edition may be Used to govern up to 200,000 master data objects in any combinations of the following domains: Financials, Supplier, Customers, Product, or Consumers. 5.13 SAP NetWeaver OpenHub, Edge edition. For purposes of SAP Netweaver OpenHub, Edge Edition, “SAP BW” means the SAP Business Warehouse functionality included in SAP ERP, and does not include other Business Warehouse products such as SAP BW4/HANA. With this license, data may be exported out of SAP BW into no more than two non-SAP software applications in an asynchronous, non-real-time manner. Once data is asynchronously extracted to non- SAP software, there are no additional license fees or SAP Named Users required, provided the use of such data does not result in any updates to and/or trigger any processing capabilities of any licensed Software. For the purposes of this Section, “asynchronous extraction” means downloading data in bulk (i.e. not in response to a real-time Named User or system-generated reporting query) for analytical purposes. Notwithstanding anything to the contrary, provided Licensee also has a valid license for SAP Digital Access, humans may Use SAP BW through non-SAP software to export data out of SAP BW in a real time manner without the need to be licensed as a “Named User” of SAP ERP, and (b) non-humans (e.g. bots, sensors, chips, devices, etc.) may Use SAP BW directly or through no more than two non-SAP software to export data out of SAP BW in a non-real-time or real time manner without the need to be licensed as “Named User(s)” of SAP ERP. 5.14 SAP NetWeaver Foundation for Third Party Applications The SAP NetWeaver Foundation for Third Party Applications license grants the Licensee, in addition to the SAP NetWeaver Foundation runtime license, the right to Use the SAP NetWeaver Foundation for Third Party Applications Software with (i) Add-Ons to the SAP application that access the information contained in the database of the SAP applications(*), and (ii) third party applications that access the information contained in the database of the SAP applications. Important Notices: Add-Ons and third party applications that solely contain functionality for system administration, monitoring and management do not require a license for SAP NetWeaver Foundation for Third Party Applications. Access to the information contained in a database (including but not limited to Oracle and/or Microsoft databases) may require Full Use licenses for that database. It is Licensee’s responsibility to secure all appropriate rights from any applicable licensor(s). (*) Licensee’s Developer Users may Use the tools included in SAP NetWeaver Foundation for Third Party Applications license for the development of these Add-Ons described above. Mixing Core-base and user-based license metrics for SAP NetWeaver Foundation for Third Party Applications is not permitted. Licensees must decide the first time they purchase or license SAP NetWeaver Foundation for Third Party Applications which license metric (user- based or Core- based) they will use. SAP Business Objects 6.1 Non-Productive Use Licensee may Use the SAP BusinessObjects Software on an unlimited number Non-Productive Installations, provided the number of Users or Concurrent Sessions on any individual Non-Productive Installation does not exceed the total number of licensed Users or DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 Concurrent Sessions. Non-Productive Installation means installations such as development, test, and disaster recovery which are not used in a productive manner. SAP BusinessObjects Business Intelligence Solutions 6.2 SAP BusinessObjects Business Intelligence (1) SAP BusinessObjects Enterprise (user) and SAP BusinessObjects Enterprise (CS) include one Concurrent Session license of SAP PowerDesigner EnterpriseArchitect and the following Runtime Software: a) SAP BusinessObjects BI SDK - the use of any SAP BusinessObjects BI SDK in any commercial software product for the purposes of connecting data accessed via SAP BusinessObjects semantic layers or documents with third party products is prohibited without the written consent of SAP. The use of any SAP BusinessObjects BI SDK in any commercial software product for the purposes of converting SAP BusinessObjects content or metadata to third party products is not allowed without the written consent of SAP. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 b) SAP IQ which can be deployed on multiple instances, so long as total number of cores deployed across all instances does not exceed 8 cores c) Data Integrator (DI) which may be deployed on multiple instances, so long as total number of cores deployed across all instances does not exceed 8 Cores, and the DI instances are not clustered. Use of the Data Integrator runtime (i) does not include Text Data Processing and (ii) may only load data into one target datastore. (2) SAP BusinessObjects Web Intelligence (user) and SAP BusinessObjects Web Intelligence (CS) include runtime license to use SAP BusinessObjects BI SDK. The use of any SAP BusinessObjects BI SDK in any commercial software product for the purposes of connecting data accessed via SAP BusinessObjects semantic layers or documents with third party products is prohibited without the written consent of SAP. The use of any SAP BusinessObjects BI SDK in any commercial software product for the purposes of converting SAP BusinessObjects content or metadata to third party products is not allowed without the written consent of SAP. For a single Deployment of SAP BusinessObjects BI platform only one edition can be used: either SAP BusinessObjects Enterprise, or SAP BusinessObjects Web Intelligence model . Limitations for SAP BusinessObjects Enterprise (user) and SAP BusinessObjects Web Intelligence (user): One User can create a maximum of 10 simultaneous sessions. Limitations for SAP BusinessObjects Enterprise (CS): The following Use rights are not available with the Concurrent Session license. • Use of Business View Manager, Report Conversion Tool, Universe Design Tool, Web Service Query Tool, Information Design Tool, Translation Management Tool, Data Federation Administration Tool, Central Management Console, and/or Central Configuration Manager • Use of the Crystal Reports desktop client, and/or Crystal Reports for Enteprise desktop client • Use of the Web Intelligence Rich Client • Use of the SAP Lumira desktop client • Use of the SAP BusinessObjects Design Studio desktop client, SAP BusinessObjects Design Studio runtime for SAP BW, and/or SAP BusinessObjects Design Studio runtime for SAP HANA • Use of Analysis edition for Microsoft Office with the SAP NetWeaver platform Limitations for SAP BusinessObjects Web Intelligence (CS): The following Use rights are not available with the Concurrent Session license. • Use of Business View Manager, Report Conversion Tool, Universe Design Tool, Web Service Query Tool, Information Design Tool, Translation Management Tool, Data Federation Administration Tool, Central Management Console, and/or Central Configuration Manager • Use of the Web Intelligence Rich Client Oracle OLAP Data Provider for SAP BusinessObjects BI (OODP). Licensee’s license rights for SAP BusinessObjects Enterprise include a runtime license for the OODP. Licensee’s Use of the OODP Runtime Software is limited solely to connecting SAP BusinessObjects BI software both directly and indirectly to Oracle OLAP Data. It cannot be used to provide data to non-SAP products or those outside the BI and Predictive Analytics Suite. SQL Anywhere. Licensee’s license rights for SAP BusinessObjects Enterprise include a runtime license for the SQL Anywhere database. 6.3 SAP BusinessObjects Enterprise, public document Usage of desktop tools are not permitted under this license. Usage of features that modify the structure of the data set including (but not limited to) the Web Intelligence Query Panel, and Lumira Prepare tab are not permitted under this license. This license must be used in a separate Deployment from all other license models. No security can be put on the document – it must be completely public. All public document access in a given deployment must be funneled through the included SAP BusinessObjects Enterprise (user) license. 6.4 SAP BusinessObjects Dashboards “Connected Presentation” means any SWF file created with SAP BusinessObjects Dashboards that refreshes, or otherwise changes the data contained in such SWF file (or SWF file exported to other supported file formats (e.g., PDF, AIR, PPT)), Connected Presentations may be used only for users internal business purposes and not pursuant to a commercial sale, rental, or lease of the Connected Presentations (whether alone or in combination with another program or product). 6.5 SAP Predictive Analytics suite SAP Predictive Analytics suite includes the following Runtime Software: 1 User of Predictive Analytics modeler regardless of number of GB of Database Sizes licensed. 6.6 SAP Predictive Analytics suite, Edge Edition SAP Predictive Analytics suite, Edge Edition is licensed for Use only with SAP HANA, Edge Edition, advanced version. This edition includes 1 User of SAP Predictive Analytics modeler regardless of number of GB Database Sizes licensed. Use of this edition is limited to: one database and up to 128 GB of Database Size. 6.7 SAP Predictive Analytics modeler may not connect to SAP HANA as a data source without a license for SAP Predictive Analytics suite. 6.8 SAP Predictive Analytics, application edition is limited to Use in the context of the approved applications as listed in the product’s documentation and for which Licensee has secured an appropriate license. SAP Enterprise Information Management Solutions 6.9 SAP Enterprise Information Management (EIM) Packages The total number of Cores licensed represents the maximum total cumulative Cores on which all of the Software included in the EIM packages may be installed and Used. Directories are not included and must be licensed separately. 6.10 SAP Data Services Data Services includes a restricted runtime license for 4 Core licenses of SAP Information Steward as Runtime Software. Use of such SAP Information Steward Runtime Software is limited to Cleansing Package Builder and the Basic and Advanced Profiling capabilities. These profiling capabilities do not include the ability to write data quality rules and create scorecards in SAP Information Steward. 6.11 SAP Data Services, enterprise edition SAP PowerDesigner EnterpriseArchitect does not count against total Cores. SAP Data Services, enterprise edition includes ten (10) Concurrent Sessions of SAP PowerDesigner EnterpriseArchitect. 6.12 SAP Data Integrator, premium edition SAP PowerDesigner EnterpriseArchitect which does not count against total Cores. SAP Data Integrator, premium edition includes five (5) Concurrent Sessions of SAP PowerDesigner EnterpriseArchitect. SAP Enterprise Performance Management 6.13 Enterprise Performance Management Professional Edition Packages The Enterprise Performance Management Professional Edition Packages (“EPM Professional Ed.”) include the following: DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 • SAP Business Planning & Consolidation, version for Microsoft Platform, professional edition • SAP Business Planning & Consolidation, version for SAP NetWeaver, professional edition DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 • SAP Business Planning & Consolidationversion for SAP NetWeaver (planning only), professional edition • SAP Financial Information Management, professional edition • SAP Financial Consolidation, professional edition • SAP Profitability and Cost Management, professional edition • SAP Disclosure Management, professional edition The Enterprise Performance Management Standard Edition Packages (“EPM Standard Ed.”) includes the following: • SAP Business Planning & Consolidation, version for Microsoft Platform, standard edition • SAP Business Planning & Consolidation, version for SAP NetWeaver, standard edition • SAP Business Planning & Consolidation, version for SAP NetWeaver (planning only), standard edition • SAP Financial Information Management, standard edition • SAP Financial Consolidation, standard edition • SAP Profitability and Cost Management, standard edition • SAP Disclosure Management, standard edition Data may only be extracted from EPM Standard Ed and EPM Professional Ed packages in the form of static reports (i.e. pdf). Any user viewing the data in a form other than the EPM system UIs or via a static report requires an EPM Professional Ed. or EPM Standard Ed package license. The EPM Standard Ed and EPM Professional Ed include the following Runtime Software: (i) SAP BusinessObjects Business Intelligence Platform which is limited to use of the following: (a) use of the Central Management Server (“CMS”) to authenticate and/or authorize users for the applications; (b) use of the Central Management Console (“CMC”) to administer user rights and privileges as they pertain to the applications. 6.14 Enterprise Performance Management Standard Edition Packages. Use is limited to (i) direct input and/or editing of quantitative and qualitative data into the application; (ii) execution of existing reports or creation of reports on existing data structures; (iii) execution of changes to workflow tasks; and (iv) viewing data, except that users accessing the package through an interface are limited to viewing data only. Consolidation functionality is limited to running controls on data submitted by Licensed users. Planning functionality is limited to performing planning tasks only on existing models. 6.15 SAP Financial Consolidation. Use of SAP BusinessObjects BI Platform included with SAP Financial Consolidation is limited solely to the following features: (a) use of the Central Management Server (“CMS”) to authenticate and/or authorize users for the applications listed above; (b) use of the Central Management Console (“CMC”) to administer user rights and privileges as they pertain to the application; (c) use of Infoview to navigate and launch Analyzer workspaces. 6.16 SAP Business Planning and Consolidation, version for SAP NetWeaver (planning only) SAP Business Planning and Consolidation, version for SAP NetWeaver (planning only) only may be used solely for the creation and calculation of budget, plan, or forecast data (forward looking data). The calculation and reporting of the consolidated financial results of a group of companies or for separate financial statement reporting where the application is being used to calculate and report investments at equity, applying generally accepted accounting concepts related to accounting for business combinations and / or equity accounting for investments is not permitted. 6.17 SAP Business Planning and Consolidation, version for SAP BW/4HANA and SAP Business Planning and Consolidation, version for SAP BW/4HANA (planning only) SAP Business Planning and Consolidation, version for SAP BW/4HANA and SAP Business Planning and Consolidation, version for SAP BW/4HANA (planning only) include the following Runtime Software: i. SAP BW/4HANA ii. (ii) SAP Business Planning and Consolidation, version for SAP NetWeaver which can be deployed only in an SAP S/4HANA deployment. Data may only be extracted from SAP Business Planning and Consolidation, version for SAP BW/4HANA and SAP Business Planning and Consolidation, version for SAP BW/4HANA (planning only) in the form of static reports (i.e. pdf). Any user viewing the data in a form other than the Enterprise Performance Management system UIs or via a static report requires an SAP Business Planning and Consolidation, version for SAP BW/4HANA license or SAP Business Planning and Consolidation, version for SAP BW/4HANA (planning only) license. 6.18 SAP Business Planning and Consolidation, version for SAP BW/4HANA, Standard Ed. and SAP Business Planning and Consolidation, version for SAP BW/4HANA (planning only), Standard Ed Use is limited to (i) direct input and/or editing of quantitative and qualitative data into the application; (ii) execution of existing reports or creation of reports on existing data structures; (iii) execution of changes to workflow tasks; and (iv) viewing data, except that users accessing the package through an interface are limited to viewing data only. Consolidation functionality is limited to running controls on data submitted by Licensed users. Planning functionality is limited to performing planning tasks only on existing models. 6.19 SAP Business Planning and Consolidation, version for SAP BW/4HANA (planning only) may be used solely for the creation and calculation of budget, plan, or forecast data. The calculation and reporting of the consolidated financial results of a group of companies or for separate financial statement reporting where the application is being used to calculate and report investments at equity, applying generally accepted accounting concepts related to accounting for business combinations and / or equity accounting for investments is not permitted. 6.20 SAP Financial Information Management, professional edition and SAP Financial Information Management, standard edition SAP Financial Information Management includes the following Runtime Software: SAP Data Integrator, premium edition. SAP Financial Information Management is to be licensed whenever data integration with third party systems is required. SAP Governance, Risk and Compliance Solutions. 6.21 SAP Governance, Risk and Compliance Solutions. The following SAP Governance, Risk and Compliance (GRC) solutions include SAP BusinessObjects Enterpriseas Runtime Software. • SAP Process Control • SAP Risk Management • SAP Enterprise Risk and Compliance Management • SAP GTS (all editions) • SAP Electronic Invoicing f. Brazil (NFE - Inbound) • SAP Electronic Invoicing f. Brazil (NFE - Outbound) • SAP Process Control for S/4HANA DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 • SAP Risk Management for S/4HANA • SAP Enterprise Risk and Compliance Management • SAP GTS (all editions) • SAP Electronic Invoicing f. Brazil (NFE - Inbound) for S/4HANA • SAP Electronic Invoicing f. Brazil (NFE - Outbound) for S/4HANA The following SAP Governance, Risk and Compliance (GRC) solutions include SAP Crystal Reports, SAP BusinessObjects Enterprise as Runtime Software: • SAP Process Control DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 • SAP Risk Management • SAP Enterprise Risk and Compliance Management • SAP GTS (all editions) • SAP Electronic Invoicing f. Brazil (NFE - Inbound) • SAP Electronic Invoicing f. Brazil (NFE - Outbound) • SAP Process Control for S/4HANA • SAP Risk Management for S/4HANA • SAP Enterprise Risk and Compliance Management • SAP GTS (all editions) • SAP Electronic Invoicing f. Brazil (NFE - Inbound) for S/4HANA • SAP Electronic Invoicing f. Brazil (NFE - Outbound) for S/4HANA • SAP Access Control • SAP Access Control for S/4HANA • SAP Tax Compliance • SAP Tax Compliance for SAP S/4HANA The following SAP Governance, Risk and Compliance (GRC) solutions are limited (regardless of how many blocks of GRC are licensed) to 10 Users of SAP BusinessObjects Enterpriseas Runtime Software. • SAP Access Control • SAP Access Control for S/4HANA The following SAP Governance, Risk and Compliance (GRC) solutions include the following Runtime Software: (i) SAP Lumira Discovery. • SAP Identity Management The following SAP Governance, Risk and Compliance (GRC) solutions include Runtime Software of SAP Lumira Server which excludes the following rights: (i) Creation of a new Lumira document using Lumira Server and (ii) Modification of existing Lumira documents using Lumira Server: • SAP Process Control • SAP Risk Management • SAP Process Control for S/4HANA • SAP Risk Management for S/4HANA • SAP GTS, Export • SAP GTS, Import • SAP GTS, Trade Preferences • SAP GTS, Bundle • SAP Electronic Invoicing f. Brazil (NFE - Inbound) • SAP Electronic Invoicing f. Brazil (NFE - Outbound) • SAP Audit Management • SAP Business Integrity Screening • SAP Business Integrity Screening for S/4HANA • SAP Electronic Invoicing f. Brazil (NFE - Inbound) for S/4HANA • SAP Electronic Invoicing f. Brazil (NFE - Outbound) for S/4HANA • SAP Audit Management for S/4HANA • SAP GTS, processing trade in China • SAP Enterprise Risk and Compliance Management 6.22 SAP Tax Compliance, SAP Tax Compliance for S/4HANA SAP Tax Compliance includes the following Runtime Software: • SAP Lumira Discovery • SAP BusinessObjects Enterpriselimited to five Users per block of Licensed Metric for the Software • read-only access to Automated Predictive Libraries (APL) and Predictive Analytics Integrator (PAI) 6.23 SAP Business Partner Screening, SAP Business Partner Screening for S/4HANA SAP Business Partner Screening includes the following Runtime Software: • SAP Lumira Discovery SAP BusinessObjects solutions for SME 6.24 SAP Data Services, Edge edition and Data Integrator, Edge edition (Edge EIM Solutions) The total number of Cores licensed represents the maximum total cumulative Cores on which all of the Software included in SAP Data Services, Edge edition may be installed and Used. Directories are not included in any of the Edge EIM Solutions and must be licensed separately. Each deployment of any of the Edge EIM Solutions is limited to a single server, with a minimum of 4 Cores and a maximum of 8 Cores. 6.25 SAP Business Planning and Consolidation, Edge edition, version for SAP NetWeaver The licensing of SAP Business Planning and Consolidation, Edge edition, version for SAP NetWeaver is restricted to 70 users maximum on a maximum deployment of a single application server. 6.26 SAP BusinessObjects BI, Edge edition (BI Edge) Each deployment of SAP BusinessObjects BI, Edge edition (BI Edge) has maximum limits of 100 named users and 50 Concurrent Sessions on a single server. SAP BusinessObjects BI, Edge edition can be installed on a separate server solely for the purpose of using with SAP Lumira Server. The license includes the following Runtime Software: (i) SAP IQ and (ii) Data Integrator, both of which may be deployed on the same server as the BI Edge platform, or on a separate server up to a maximum of 8 cores in the case of SAP IQ or a maximum of 8 cores in the case of Data Integrator. The license also includes one (1) Concurrent Session license of SAP PowerDesigner DataArchitect, Edge edition. Use of the Data Integrator runtime may only load data into one target datastore. Use of SAP IQ Runtime Software is limited to access by and through the BI Edge platform and SAP Predictive Analytics suite. Certain functions of BI Edge are only supported with a User license metric, not with a Concurrent Session license (refer to “Concurrent Session Limitations” in 6.2.1). The use of any SAP BusinessObjects BI SDK in any commercial software product for the purposes of connecting data accessed via SAP BusinessObjects semantic layers or documents with third party products is prohibited without the DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 written consent of SAP. The use of any SAP BusinessObjects BI SDK in any commercial software product for the purposes of converting SAP BusinessObjects content or metadata to third party products is not allowed without the written consent of SAP. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 6.27 SAP BW/4HANA SAP BW/4HANA includes the following Runtime Software: SAP Landscape Transformation, enterprise edition. SAP Crystal 7.1 Use Rights for All SAP Crystal Products 7.1.1 Definitions 7.1.1.1 “SAP Crystal software” is defined to be the following products: SAP Crystal Reports, SAP Crystal Server, SAP Crystal Reports Server, and SAP Crystal Dashboard Design. 7.1.1.2 “Desktop SAP Crystal software” is defined to be all SAP Crystal products except for SAP Crystal Server and SAP Crystal Reports Server. 7.1.1.3 “Connected Presentation” means any SWF file created with SAP Crystal Dashboard Design that refresh, publish, push or otherwise change data contained in such SWF file (or SWF file exported to other supported file formats (e.g., PDF, AIR, PPT)), 7.1.2 SAP Crystal Software Usage. Licensee may use SAP Crystal software to deliver training and consulting services for such SAP Crystal software, provided that each individual receiving the benefits of the training or consulting services has acquired a license separately to Use the applicable SAP Crystal Software. 7.1.3 Desktop SAP Crystal Software Usage. With the exception of Connected Presentations, and subject to Section 7.2.8, Licensee may distribute the output files (e.g. PDF, SWF, XLF, WID or RPT file format) generated by the Desktop SAP Crystal software to third parties provided that Licensee complies with the following requirements: (a) the output files reside outside of the Software and do not Use the Software; (b) Licensee remains solely responsible for support, technical or other assistance, required or requested by anyone receiving such output files; (c) Licensee does not use the name, logo, or trademark of Licensor, or the Software, without prior written permission from SAP; (d) Licensee will defend, indemnify and hold SAP harmless against any claims or liabilities arising out of the use, reproduction or distribution of output files; (e) Licensee shall secure the end user’s (“End User”) consent to terms substantially similar to the terms set forth in Section 7.2.7(e). 7.1.4 Training Workstation License for Desktop SAP Crystal software. When Desktop SAP Crystal software is used on a workstation that is used exclusively for training, the license applies to the workstation and not the named user using the Software. One license is required per training workstation. 7.1.5 Use of Screenshots and wordmarks for SAP Crystal software. Licensee may reproduce and distribute screen shots and wordmarks for SAP Crystal software in documents or media provided that: a) The document or media isn’t for commercial training material or third party training material and/or for-profit training material. b) Licensee’s Use may not be obscene or pornographic, and Licensee may not be disparaging, defamatory, or libelous to SAP, any of its software, or any other person or entity. c) Licensee’s Use may not directly or indirectly imply SAP sponsorship, affiliation, or endorsement of Licensee’s product or service. d) Licensee may not Use the screen shot in a comparative advertisement e) Licensee may not alter the screen shot in any way except to resize or crop the screen shot. f) Licensee may not include portions of a screen shot in other product user interface. g) Licensee may not Use screen shots that contain third-party content unless Licensee has obtained the express permission from the third- party. h) Licensee must include the following copyright attribution statement: "SAP product screen shot(s) reprinted with permission from SAP." i) If Licensee’s Use includes references to a SAP Software, Licensee must use the full name of the Software. j) Licensee may not use a screen shot that contains an image of an identifiable individual unless Licensee has obtained permission from the individual. 7.2 SAP Crystal Reports runtime product 7.2.1 Scope. This section applies to the runtime product included in SAP Crystal Reports 2008, Crystal Reports XI, SAP Crystal Reports for Visual Studio 2010, and SAP Crystal Reports for Eclipse. 7.2.2 Definitions 7.2.2.1 “Client Application” means an application developed by Licensee that a) utilizes the Runtime Product, b) is installed fully on an end user’s machine, with all report processing local to that machine, and c) adds significant and primary functionality to the Runtime Product. 7.2.2.2 “Internal Installation” or “Internally Install” means installing into production Client Applications and/or Server Applications on one or more computers within Licensee’s company or organization only in connection with Licensee’s internal business purposes. 7.2.2.3 “Distribution” or “Distribute” means selling, leasing, licensing or redistributing Client Applications and/or Server Applications to third party end users external to Licensee’s company or organization. 7.2.2.4 “Runtime Product” means the version specific files and application program interfaces (APIs) specified in the RUNTIME.TXT file provided with SAP Crystal Reports 2008, SAP Crystal Reports for Eclipse 2.0, and SAP Crystal Reports for Visual Studio 2010. 7.2.2.5 “Server Application” means an application developed by Licensee that a) utilizes the Runtime Product, b) allows more than one user to Use the Runtime Product through any middle tier application(s), and c) adds significant and primary functionality to the Runtime Product. A Client Application installed in a Windows terminal server environment (e.g. Citrix or Microsoft Remote Desktop Platform) is a Server Application. 7.2.3 Usage. Licensee may install and Use a single copy of the Runtime Product to develop Client Applications and Server Applications. The Distribution and Internal Installation terms and conditions differ based on the type of applications Licensee develops, as described in the following sections. 7.2.4 Internal Installation of Client Applications and Server Applications. Licensor grants Licensee a personal, nonexclusive, limited license to Internally Install the Runtime Product with Client Applications and Server Applications. 7.2.5 Distribution of Client Applications. Subject to Licensee’s compliance with all of the terms herein, including without limitation section 7.2.7, Licensor grants Licensee a personal, nonexclusive, limited license to Distribute Client Applications. 7.2.6 Distribution of Server Applications. Subject to Licensee’s compliance with all of the terms herein, including without limitation section 7.2.7, Licensor grants Licensee a personal, nonexclusive limited license to Distribute Server Applications to third parties provided that the Licensee has acquired a licensed copy of Crystal Reports for each Deployment of a Server Application that is Distributed, and the version of the Runtime Product utilized by such Server Application is the same version as Licensee’s licensed copy of Crystal Reports. 7.2.7 Runtime Product Distribution Requirements. If Licensee distributes the Runtime Product to third parties pursuant to sections 7.2.5 or 7.2.6, Licensee shall comply with the following requirements: (a) Licensee remains solely responsible for support, service, upgrades, and technical or other assistance, required or requested by anyone receiving such Runtime Product copies or sample applications; (b) Licensee does not use the name, logo, or trademark of Licensor, or the Software, without prior written permission from SAP; (c) Licensee will defend, indemnify and hold SAP harmless against any claims or liabilities arising out of the use, reproduction or distribution of Runtime Product or the associated application; (d) Licensee shall not distribute the Runtime Product with any general-purpose report writing, data analysis or report delivery product or any other product that performs the same or similar functions as SAP’s product offerings; and (e) Licensee shall secure the end user’s (“End User”) consent to terms substantially similar to the following: DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 End User agrees not to modify, disassemble, decompile, translate, adapt or reverse-engineer the Runtime Product or the report file (.RPT) format; End User agrees not to distribute the Runtime Product to any third party or use the Runtime Product on a rental or timesharing basis or to operate a service bureau facility for the benefit of third-parties; End User agrees not to use the Runtime Product to create for distribution a product that is generally competitive with SAP’s product offerings; End User agrees not to use the Runtime Product to create for distribution a product that converts the report file (.RPT) format to an alternative report file format used by any general-purpose report writing, data analysis or report delivery product that is not the property of SAP; 7.2.8 SAP AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. SAP AND ITS SUPPLIERS SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, COVER OR OTHER DAMAGES ARISING UNDER THIS AGREEMENT OR IN CONNECTION WITH THE APPLICATION OR RUNTIME PRODUCT. 7.3 SAP Crystal Server 7.3.1 Scope. This section applies to SAP Crystal Reports Server and SAP Crystal Server. Throughout this section, the term ‘SAP Crystal Server’ shall be defined to include both products. 7.3.2 Usage. SAP Crystal Reports which contain SWF files created by SAP Crystal Dashboard Design that access data exclusively with the Crystal Reports connector can be viewed by users with either User or CAL licenses. Licensee may use SAP Crystal Server’s mobile features or functionalities. 7.3.3 Restrictions. For each Deployment, SAP Crystal Server may be installed and Used only on a single Server. Licensee may not attempt to cluster the system across multiple live Servers. Licensee cannot use SAP Crystal Server to access data in SAP applications with the exception of SAP Business One. The following content can only be viewed using User licenses: • SAP Crystal Reports • SAP Crystal Dashboard Design (SAP Crystal Server 2016 and later only) • SAP BusinessObjects Explorer (SAP Crystal Server 2011 and later only) The following content can only be viewed using CSBL licenses: • SAP Crystal Reports • SAP Crystal Dashboard Design (SAP Crystal Server 2016 and later only) • SAP BusinessObjects Explorer (SAP Crystal Server 2016 and later only) The following integration kits are not licensed for Use with SAP Crystal Server: • SAP BusinessObjects Integration for PeopleSoft Enterprise • SAP BusinessObjects Integration for JDE EnterpriseOne • SAP BusinessObjects Integration for Siebel • SAP BusinessObjects Integration for Oracle E-Business Suite • SAP BusinessObjects Integration for SAP The use of any SAP BusinessObjects BI SDK in any commercial software product for the purposes of connecting data accessed via SAP BusinessObjects semantic layers or documents with third party products is prohibited without the written consent of SAP. The use of any SAP BusinessObjects BI SDK in any commercial software product for the purposes of converting SAP BusinessObjects content or metadata to third party products is not allowed without the written consent of SAP. 7.4 SAP Crystal Reports Server OEM Embedded 7.4.1 SAP Crystal Reports Server OEM Embedded (“CRSE”) may only be installed and used on a single Server whether the Software is licensed on a User or Server basis. Licensee may not attempt to cluster the system across multiple live Servers. Licensee cannot use CRSE to access data in SAP applications. Supplementary Products Directories. 8.1 Additional license conditions Following are additional license conditions for content/reference data (address data, geo data etc...) provided in Data Quality and Data Services products (“Directories”) • Directories, any related documentation and any intellectual property rights therein at all times remain the property of SAP and its third party suppliers (as the case may be); • Licensees are not permitted to resell the data. Directories shall not be used within a service bureau environment. In selected cases, the use by an affiliate will require a separate license (see all specific directory restrictions in the “Pass Through Terms for Directories” attached hereto as Exhibit 5 which constitute a part of the terms and conditions of Licensee’s use of such Directories). • Directories may only be used together with the SAP Data Quality and/or Data Services Products; a perpetual license for the SAP Data Quality and Data Services Products is a prerequisite for using Directories; • Directories may not be used for creating a mailing list, database or other derivative work, but may be used to cleanse an existing mailing list or database of an End User; • Directories will be updated from time to time: only the current version of an Directory may be used; • SAP may use a software utility mechanism in Directories that imposes time limitations to prevent the use of outdated Directories; • SAP’s third party suppliers shall have no liability to End User or any third party as a result of End User’s use of the Directories or any services you receive related to the use of the Directories; • Content updates will not be provided by SAP hereunder, except to the extent the Directories’ third party supplier(s) makes content updates available to SAP. In no case shall any SAP maintenance or support be provided for the Directories licensed herein. • A third-party supplier for Directories may elect to terminate SAP’s right to distribute Directories or to provide updates during the term of your subscription, in which case Licensee’s sole remedy will be to receive a refund of fees for the portion of the subscription for which Licensee is unable to use such Directories, unless otherwise stated in the Pass-Through Terms. 8.2 Licensing Information • Directories are sold on a subscription model basis, therefore no annual maintenance fee is to be charged and, except to the extent the Directories content source makes content updates available to SAP, no SAP maintenance or support is provided for these products. • Subscription fees may include charges from domestic or international postal authorities or other data providers. • The Initial Term of this shall be 12 (twelve) calendar months from the Effective Date of the “Initial Term”. • Automatic renewals occur on an annual basis, subject to availability of the licensed Directory on the current SAP List of Prices and Conditions, and will be processed and invoiced according to the then current pricing and terms. After the Initial Term, this subscription license may be terminated by either party with 90 days written notice prior to the start of the following Renewal Term. Any termination must be in writing to DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 the affected party and will be effective at the end of the then-current Initial/Renewal Term during which the termination notice is received by SAP. 8.3 Limitation of liability In no event shall SAP’s total liability for damages of any kind or nature in any way arising from or related to the licensed Directories exceed an amount equal to the annual Subscription Fee paid in the twelve (12) month period prior to the date of the claim. Database and Techology Portfolio Products (Excluding HANA) 9.1 Earlier Versions Product versions marked as “Earlier Versions” on SAP Service Marketplace may only be downloaded and/or used by Licensees who are or previously were Sybase customers and who have or previously had licensed the particular earlier version of software that they wish to download and/or use. 9.2 SAP ASE Runtime Edition. SAP Adaptive Server Enterprise ("ASE") is a runtime database licensed for use by individuals solely in conjunction with their use of applicable Software and/or Third Party Software licensed by Licensee from SAP. NetWeaver-based third party add-on’s can be run under applicable SAP NetWeaver Foundation for Third Party Applications license. The SAP ASE runtime database may not be used to run any software and/or third party software other than applicable Software and/or Third Party Software licensed by Licensee from SAP. SAP ASE runtime database includes a limited runtime license of MaxDB database, subject to these provisions. For purposes of clarification, see the applicable Software and/or Third Party Software Documentation for information regarding release(s) / version(s) supported on the SAP ASE and MaxDB runtime database. SAP ASE runtime database includes replication functionality to be used solely for disaster recovery purposes. 9.3 SAP Adaptive Server Platform. The total number of Cores licensed represents the maximum total cumulative Cores on which all of the Software included in SAP Adaptive Server Platform (“ASP”) may be installed and Used. SAP ASP includes the following Software: SAP Adaptive Server Enterprise (SAP ASE), SAP IQ, and SAP Replication Server. 9.4 SAP ASE, Edge Edition, advanced version. SAP ASE, Edge Edition, advanced version may only be deployed on a server having a maximum of 8 cores and includes a limited runtime of replication functionality to be used only in conjunction with SAP ASE, Edge Edition, advanced version solely for disaster recovery purposes. 9.5 SAP SQL Anywhere workgroup, Edge edition. SAP SQL Anywhere workgroup, Edge edition, (i) is limited to Use on a maximum of eight (8) Cores on a single server and (ii) includes SQL Anywhere Monitor solely for non-productive Use. 9.6 SAP PowerDesigner DataArchitect, Edge edition and SAP PowerDesigner EnterpriseArchitect Includes SAP SQL Anywhere database, which may only be Used as the metadata repository for PowerDesigner (where licensed) and for SQL language parsing. 9.7 SAP Vora, standard edition Use is limited solely to the following SAP Vora features and functionality: • Partitioning / Distributed Joins • Spark integration • HANA integration • Hierarchy processing • Currency conversion • Vora tools • Vora Manager • Security 9.8 SAP Data Hub SAP Data Hub includes a runtime license of SAP Landscape Transformation Replication Server ("SAP SLT"). Use of SAP SLT is limited solely for replication scenarios into SAP Data Hub and to enabling data integration between SAP Business Suite applications and SAP Data Hub. Mobile 10.1 Earlier versions Product versions marked as “Earlier Versions” on SAP Service Marketplace may only be downloaded and/or used by Licensees who are or previously were Sybase customers and who have or previously had licensed the particular earlier version of software that they wish to download and/or use. 10.2 Mobile enabled SAP Software that is mobile enabled may require an additional component downloaded from a third party mobile application store. 10.3 SAP Enterprise Integration for Mobile Apps Software may require an additional component downloaded from a third party mobile application store. Each additional component is subject to its respective license agreement. The licensed SAP Enterprise Integration for Mobile Apps includes usage of mobile platform components for use with the Package. SAP HANA 11.1 Definitions. Data Sources. Any software product(s) and/or database instance(s) for which Licensee has secured an appropriate license. 11.2 SAP HANA, enterprise edition SAP HANA, enterprise edition may be Used with an unlimited number of Data Sources, and such Use is subject to the applicable Licensed Level. SAP HANA, enterprise edition includes the following Runtime Software: (1) SAP HANA Dynamic Tiering (2) SAP HANA Operation Process Intelligence (3) SAP HANA Accelerator for SAP ASE (4) SAP HANA Data Warehousing Foundation (5) five (5) Concurrent Sessions of SAP Enterprise Architecture Designer DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 (6) SAP HANA, information management option (7) SAP HANA, data replication option (8) SAP HANA, data privacy option (9) SAP HANA, spatial and graph option (10) SAP HANA, predictive option (11) SAP HANA, search and text option (12) SAP HANA, streaming analytics option (13) SAP NetWeaver OpenHub DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 (14) SAP OpenHub for S/4HANA (15) SAP HANA native storage extension (Use of HANA Native Storage Extension Buffer Cache component is subject to the applicable Licensed Level) (16) SAP ASE database Licensee may use Smart Data Access to query data from any data sources, provided that Licensee’s license for SAP HANA, enterprise edition has been appropriately sized for all such data that is queried and joined with other data sources via Smart Data Access. Named User licenses will not be required solely for the one way read-only Smart Data Access to SAP Software and/or Third Party Software. Licensee may also replicate data from one or more limited use versions of SAP HANA (SAP HANA, runtime edition for SAP BW; SAP HANA, runtime edition for applications and SAP BW), solely to be used within SAP HANA, enterprise edition. SAP ASE database is a runtime database limited solely for Use in conjunction with Licensee’s Use of Software and/or Third Party Software, and solely to the extent such Software components are licensed by Licensee in accordance with the terms herein. The total number of Cores across all machines on which SAP ASE database may be installed and Used must not exceed 1 Core per 64GB of memory in the HANA system. Use of SAP HANA Spatial Engine is also governed by the HERE MAP DATA BY HERE directory terms, which can be located in Section 7 of Exhibit 5 to Chapter 3 of this SAP Software Use Rights document. 11.3 SAP HANA, standard edition SAP HANA, standard edition may be Used with an unlimited number of Data Sources, and such Use is subject to the applicable Licensed Level. Use is limited solely to the following SAP HANA features and functionality: Core Database Services, Smart Data Access, HANA Studio/Web IDE & Modeling, XS/XS advanced, DB Control Center, Multitenant DB containers, System Virtualization support, HANA Decision Tables, Business Function Library, Building UIs, Developing SQL Scripting procedure, AFL framework (development & runtime), Capture & Replay, HANA Cockpit, and Series Data. SAP HANA Standard also includes the following runtime Software: (1) SAP HANA Dynamic Tiering (2) SAP HANA Operation Process Intelligence (3) SAP HANA Accelerator for SAP ASE (4) SAP HANA Data Warehousing Foundation (5) five (5) Concurrent Sessions of SAP Enterprise Architecture Designer (6) SAP HANA native storage extension (Use of HANA Native Storage Extension Buffer Cache component is subject to the applicable Licensed Level) Licensee may use Smart Data Access to query data from any data sources, provided that Licensee’s license for SAP HANA, standard edition has been appropriately sized for all such data that is queried and joined with other data sources via Smart Data Access. SAP Smart Data Integration is included as runtime software solely for use with SAP Smart Data Access in data federation scenarios. Named User licenses will not be required solely for the one way read-only Smart Data Access to SAP Software and/or Third Party Software. Licensee may also replicate data from one or more limited use versions of SAP HANA (SAP HANA, runtime edition for SAP BW; SAP HANA, runtime edition for applications and SAP BW), solely to be used within SAP HANA, standard edition. 11.4 SAP HANA, Edge edition, advanced version (“SAP HANA Edge advanced”) SAP HANA Edge advanced may be Used with an unlimited number of Data Sources, and such Use is subject to the applicable Licensed Level. SAP HANA Edge advanced includes a runtime license of SAP Data Integrator (“DI”), SAP Smart Data Integration (“SDI”), and SAP Landscape Transformation Replication Server (“SLT”), and Use of such runtime products shall be limited solely to extracting data from Data Sources into SAP HANA Edge advanced. SAP HANA Edge advanced includes the license for 128GB of SAP HANA Dynamic Tiering with each licensed 32GB unit of SAP HANA Edge advanced. SAP HANA Edge advanced also includes Predictive Analysis Library, Automated Predictive Library, ‘R’ connector, HANA Accelerator for SAP ASE, SAP HANA, search and text option, SAP HANA, spatial and graph option, one (1) Concurrent Session of SAP Enterprise Architecture Designer, and a runtime license of SAP HANA Data Warehousing Foundation solely for Use with SAP HANA Dynamic Tiering. 11.5 Deploying multiple SAP HANA tenants If Licensee has licensed more than one SAP HANA edition, then each SAP HANA edition license type may only be deployed in its own unique HANA tenant database within a HANA system. Use of System Database and Cockpit tenants on a HANA system is limited solely to administration tasks. 11.6 SAP HANA, runtime Edition for SAP BW (“HANA Runtime for BW”) licensed by HANA SAP Application Value HANA Runtime for BW is a database licensed solely to support Licensee’s Use of SAP Business Warehouse (SAP BW) and Use is limited to communications between SAP BW and HANA Runtime for BW. The HANA Runtime for BW license includes the following Runtime Software: (1) SAP HANA Platform; (2) SAP HANA Data Warehousing Foundation (limited solely to Data Distribution Optimizer and Data Lifecycle Manager components); (3) SAP HANA Dynamic Tiering; (4) SAP Business Warehouse Accelerator; (5) SAP Near-line storage for SAP BW (NLS for BW); (6) SAP HANA Rules Framework; (7) SAP HANA native storage extension. HANA Runtime for BW may support an unlimited number of Data Sources and unlimited use of SAP Business Warehouse Accelerator, subject to the applicable Licensed Level. SAP ASE runtime database includes a replication functionality to be used for disaster recovery purposes. SAP HANA Platform includes the HANA Studio, Cockpit and Web IDE components. Use of the SAP HANA Studio, Cockpit and Web IDE components is limited solely to administering, monitoring and creating custom views for the SAP BW instance. All reporting must be performed via the SAP BW Software or via custom views created using HANA Studio or Web IDE. Such custom views may be accessed by SAP BI tools or non-SAP BI tools that are certified by SAP, as set forth on https://www.sap.com/dmc/exp/2013_09_adpd/enEN/#/solutions?filters=326;405;352. All data modeling, loading, distribution, creation and extension of data structures, including tables and virtual tables via Smart Data Access used in HANA Runtime for BW must be performed via SAP BW Software. Licensee shall pay additional license fees for HANA Runtime for BW in the event Licensee’s HANA SAP Application Value increases. 11.7 SAP HANA, Limited Runtime edition for Applications HANA Apps Only (“Limited HANA Runtime”) Limited HANA Runtime is licensed solely for Use with any of the Licensee’s SAP HANA Related Apps below, and solely to the extent such SAP HANA Related Apps are licensed by Licensee in accordance with the terms herein. SAP HANA Related Apps may be used with an appropriately licensed SAP Business Warehouse (BW) instance. Use of BW is limited to the context of the SAP HANA Related App for reporting and analysis. SAP HANA Related Apps: o SAP Innovation Management DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 o SAP Intelligent Business Operations bundle o SAP Demand Signal Management, powered by SAP HANA o SAP Enterprise Threat Detection o SAP Customer Activity Repository o SAP Promotion Management for Retail, add-on for SAP Customer Activity Repository o SAP Tax Declaration Framework o SAP Fashion Management Solution DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 o SAP Audit Management o SAP Business Integrity Screening o SAP Tax Compliance o SAP Business Partner Screening o Sales Order Allocation and Rescheduling on HANA o Medical Research Insights o SAP Assortment Planning for Retail o SAP Transportation Resource Planning o SAP Tax intelligence and Management by All Tax o SAP Connected Health platform o SAP Big Data Integrator by DigitalRoute o SAP Sales Insights for Retail o intelligent traffic management o traffic congestion management Runtime Software Rights. The Limited HANA Runtime license includes the following Runtime Software: (1) SAP HANA Platform; (2) SAP Data Integrator (‘DI”); (3) SAP Smart Data Integration (“SDI”); (4) SAP Landscape Transformation replication server (“SLT”); (5) SAP ASE and MaxDB databases; (6) SAP HANA Data Warehousing Foundation (limited solely to Data Distribution Optimizer and Data Lifecycle Manager components); (7) SAP HANA Dynamic Tiering; (8) SAP Business Warehouse Accelerator; (9) SAP Near-line storage for SAP BW (NLS for BW); (10) SAP HANA Rules Framework; (11) SAP HANA, data privacy option. (12) SAP HANA, predictive option; (13) SAP HANA, spatial and graph option; (14) SAP HANA, search and text option; (15) SAP HANA Smart Data Quality (“SDQ”); (16) SAP HANA native storage extension. SAP HANA Platform includes the HANA Studio, Cockpit and Web IDE components. All data modeling, distribution, creation and extension of data structures, including tables and virtual tables via Smart Data Access used in HANA REAB must be performed via the HANA Related Apps. Use of DI, SDI and SLT is limited solely to loading data into Limited HANA Runtime or SAP HANA Related Apps. Data may be loaded from an appropriately licensed Data Source via DI, SDI or SLT or via SAP HANA Related App interfaces. SDI may also be used with Smart Data Access in a data federation scenario. Notwithstanding anything to the contrary, HANA REAB Supported Software is not allowed to distribute data from tables residing in HANA REAB licensed for other Software. For example, SAP Data Services licensed with HANA REAB is not allowed to distribute data from HANA REAB licensed for SAP S/4HANA. Use of the SAP HANA Studio, Cockpit and Web IDE components is limited solely to administering, monitoring and creating custom views for the Limited HANA Runtime database instance. All reporting must be performed via the SAP HANA Related App or via custom views created using HANA Studio or Web IDE. Such custom views may be accessed by SAP BI tools or non-SAP BI tools that are certified by SAP, as set forth on https://www.sap.com/dmc/exp/2013_09_adpd/enEN/#/solutions?filters=326;405;352. NLS for BW includes a runtime license of (a) SAP IQ Enterprise Edition, (b) SAP IQ Enterprise Edition-Very Large Database Management Option and (c) SAP IQ Enterprise Edition-Unstructured Data Analytics Option, which may solely be used with SAP BW. SAP BusinessObjects Enterprise on Limited HANA Runtime. When used as a runtime database for SAP BusinessObjects Enterprise, Limited HANA Runtime may be used (i) as a database for the Central Management Server (CMS) repository, (ii) as an audit database for the BI Platform, and (iii) as a platform by the SAP BusinessObjects Design Studio runtime for SAP HANA component. The license fee Limited HANA Runtime is calculated on the basis of the HANA SAP Application Value for Licensee’s. Licensee shall pay additional license fees for Limited HANA Runtime in the event Licensee’s HANA SAP Application Value for the SAP HANA Related Apps increases. Licensee acknowledges that Licensee may have to install a Limited HANA Runtime-compatible release of the HANA Related App in order to enable certain business functions or provide configuration as described above. Future releases of Limited HANA Runtime developed for Use with SAP HANA Related Apps may not be compatible with current releases and may not be available via the respective SAP Support offering. Technical migration from SAP HANA Related Apps to another release of the SAP HANA Related App to be used separately from Limited HANA Runtime database and/or to another database offering may not be possible. 11.8 SAP HANA, standard edition options The licensed quantity of the SAP HANA, standard edition option(s) must match licensed quantity of SAP HANA, standard edition on Licensee’s SAP HANA, standard edition Deployment(s). 11.9 SAP HANA, data privacy option Use is limited solely to the SAP HANA Data Masking Engine, SAP HANA Data Anonymization Engine, Column Encryption, and Shared SAP Business Application Authorizations. 11.10 SAP HANA, information management option Includes SAP HANA Smart Data Integration and Smart Data Quality. It also includes Use rights for five (5) users of SAP Agile Data Preparation, on premise edition, IT governance option, and SAP HANA Blockchain service, adapter. 11.11 SAP HANA, predictive option Use is limited solely to the HANA PAL/R engine, Automated Predictive Library (APL), and TensorFlow integration. 11.12 SAP HANA, replication option Includes the following Runtime Software: SAP Data Integrator, SAP Landscape Transformation Replication Server (“SLT”), and SAP SQL Anywhere Advanced Edition. Use of such Runtime Software shall be limited solely to extracting data from Data Sources into SAP HANA or between multiple HANA database instances. Use of SAP SQL Anywhere Advanced Edition shall be limited solely to exchanging data between Data Sources and SAP HANA. 11.13 SAP HANA, search and text option Use is limited solely to the SAP HANA Search Engine and Text Analysis Engine. 11.14 SAP HANA, spatial and graph option DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 Use is limited solely to the SAP HANA Spatial Engine and Graph Engine. Use of SAP HANA Spatial Engine is also governed by the HERE MAP DATA BY HERE directory terms, which can be located in Section 7 of Exhibit 5 to Chapter 3 of this SAP Software Use Rights document. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 11.15 SAP HANA, streaming analytics option The total number of cores across all machines on which SAP HANA Streaming Analytics may be installed and Used must not exceed 8 cores per 64GB of memory in the HANA system. Streaming Lite is included and can be integrated with SAP HANA Streaming Analytics project. 11.16 SAP HANA, active/active read-enabled option SAP HANA use is limited to read operations only on the secondary, in SAP HANA system replication scenario. Customer must license an equal number of SAP HANA active/active read-enabled units to correspond to the number of SAP HANA units associated with the primary SAP HANA instance. 11.17 SAP Near-line storage for SAP BW and SAP BW/4HANA. SAP Near-line storage for SAP BW and SAP BW/4HANA includes a runtime license of SAP IQ Enterprise Edition, SAP IQ Enterprise Edition- Very Large Database Management Option and SAP IQ Enterprise Edition-Unstructured Data Analytics Option. Use of SAP IQ Enterprise Edition and SAP IQ Enterprise Edition-Unstructured Data Analytics Option is limited to a maximum of 32 cores each, solely for use with SAP BW or BW/4HANA. 11.18 SAP HANA, runtime edition for applications and SAP BW licensed by HANA SAP Application Value. SAP HANA, runtime edition for applications and SAP BW is a runtime database (“HANA REAB”) licensed for Use in conjunction with Licensee’s Use of Software and/or Third Party Software, and solely to the extent such Software components are licensed by Licensee (“HANA REAB Supported Software”) in accordance with the terms herein. REAB Runtime Software Rights. The HANA REAB license includes the following Runtime Software: (1) SAP HANA Platform; (2) SAP Data Integrator (‘DI”); (3) SAP Smart Data Integration (“SDI”); (4) SAP Landscape Transformation replication server (“SLT”); (5) SAP ASE and MaxDB databases; (6) SAP HANA Data Warehousing Foundation (limited solely to Data Distribution Optimizer and Data Lifecycle Manager components); (7) SAP HANA Dynamic Tiering; (8) SAP Business Warehouse Accelerator; (9) SAP Near-line storage for SAP BW (NLS for BW); (10) SAP HANA Rules Framework; (11) SAP HANA, data privacy option; (12) SAP HANA, predictive option; (13) SAP HANA, spatial and graph option; (14) SAP HANA, search and text option; (15) SAP HANA, Smart Data Quality (“SDQ”); (16) SAP HANA, native storage extension. SAP HANA Platform includes the HANA Studio, Cockpit and Web IDE components. All data modeling, distribution, creation and extension of data structures, including tables and virtual tables via Smart Data Access used in HANA REAB must be performed via the HANA REAB Supported Software. Use of DI, SDI and SLT is limited solely to loading data into HANA REAB or HANA REAB Supported Software. Data may be loaded from an appropriately licensed Data Source via DI, SDI or SLT or via HANA REAB Supported Software interfaces. SDI may also be used with Smart Data Access in a data federation scenario. Notwithstanding anything to the contrary, HANA REAB Supported Software is not allowed to distribute data from tables residing in HANA REAB licensed for other Software. For example, SAP Data Services licensed with HANA REAB is not allowed to distribute data from HANA REAB licensed for SAP S/4HANA Use of the SAP HANA Studio, Cockpit and Web IDE components is limited solely to administering, monitoring and creating custom views for the HANA REAB database instance. All reporting must be performed via the HANA REAB Supported Software or via custom views created using HANA Studio or Web IDE. Such custom views may be accessed by SAP BI tools or non-SAP BI tools that are certified by SAP, as set forth on https://www.sap.com/dmc/exp/2013_09_adpd/enEN/#/solutions?filters=326;405;352. NLS for BW includes a runtime license of (a) SAP IQ Enterprise Edition, (b) SAP IQ Enterprise Edition-Very Large Database Management Option and (c) SAP IQ Enterprise Edition-Unstructured Data Analytics Option, which may solely be used with SAP BW. SAP BusinessObjects Enterprise on REAB. When used as a runtime database for SAP BusinessObjects Enterprise, HANA REAB may be used (i) as a database for the Central Management Server (CMS) repository, (ii) as an audit database for the BI Platform, and (iii) as a platform by the SAP BusinessObjects Design Studio runtime for SAP HANA component. The license fee for HANA REAB is calculated on the basis of the HANA SAP Application Value for Licensee’s HANA REAB Supported Software. Licensee shall pay additional license fees for HANA REAB in the event Licensee’s HANA SAP Application Value increases. Licensee acknowledges that Licensee may have to install a HANA REAB-compatible release of the HANA REAB Supported Software in order to enable certain business functions or provide configuration as described above. Future releases of HANA REAB developed for Use with HANA REAB Supported Software may not be compatible with current releases and may not be available via the respective SAP Support offering. Technical migration from HANA REAB Supported Software to another release of the Software and/or Third Party Software as used separately from HANA REAB and/or to another database offering may not be possible. 11.19 SAP HANA, runtime edition for applications and SAP BW –Partial licensed by HANA SAP Application Value (“HANA REAB-Partial”) The license fee for HANA REAB-Partial is calculated on the basis of the HANA SAP Application Value for Licensee’s HANA REAB Supported Software (defined below). “HANA REAB-Partial licensed for Use in conjunction with Licensee’s Use of Software and/or Third Party Software, and solely to the extent such Software components are licensed by Licensee (“HANA REAB Supported Software”) in accordance with the terms herein. HANA REAB- Partial Runtime Software Rights. The HANA REAB - Partial license includes the following Runtime Software: (1) SAP HANA Platform; (2) SAP Data Integrator (‘DI”); (3) SAP Smart Data Integration (“SDI”); (4) SAP Landscape Transformation replication server (“SLT”); (5) SAP ASE and MaxDB databases; (6) SAP HANA Data Warehousing Foundation (limited solely to Data Distribution Optimizer and Data Lifecycle Manager components); (7) SAP HANA Dynamic Tiering; (8) SAP Business Warehouse Accelerator; (9) SAP Near-line storage for SAP BW (NLS for BW); (10) SAP HANA Rules Framework; (11) SAP HANA, data privacy option; DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 (12) SAP HANA, predictive option; (13) SAP HANA, spatial and graph option; (14) SAP HANA, search and text option; (15) SAP HANA Smart Data Quality (“SDQ”) (16) SAP HANA native storage extension. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 SAP HANA Platform includes the HANA Studio, Cockpit and Web IDE components. All data modeling, distribution, creation and extension of data structures, including tables and virtual tables via Smart Data Access used in HANA REAB must be performed via the HANA REAB Supported Software. Use of DI, SDI and SLT is limited solely to loading data into HANA REAB or HANA REAB Supported Software Data may be loaded from an appropriately licensed Data Source via DI, SDI or SLT or via HANA REAB Supported Software interfaces. SDI may also be used with Smart Data Access in a data federation scenario. Notwithstanding anything to the contrary, HANA REAB Supported Software is not allowed to distribute data from tables residing in HANA REAB licensed for other Software. For example, SAP Data Services licensed with HANA REAB is not allowed to distribute data from HANA REAB licensed for SAP S/4HANA. Use of the SAP HANA Studio, Cockpit and Web IDE components is limited solely to administering, monitoring and creating custom views for the HANA REAB database instance. All reporting must be performed via the HANA REAB Supported Software or via custom views created using HANA Studio or Web IDE. Such custom views may be accessed by SAP BI tools or non-SAP BI tools that are certified by SAP, as set forth on https://www.sap.com/dmc/exp/2013_09_adpd/enEN/#/solutions?filters=326;405;352. NLS for BW includes a runtime license of (a) SAP IQ Enterprise Edition, (b) SAP IQ Enterprise Edition-Very Large Database Management Option and (c) SAP IQ Enterprise Edition-Unstructured Data Analytics Option, which may solely be used with SAP BW. SAP BusinessObjects Enterprise on SAP REAB- Partial. When used as a runtime database for SAP BusinessObjects Enterprise, HANA REAB - Partial may be used (i) as a database for the Central Management Server (CMS) repository, (ii) as an audit database for the BI Platform, and (iii) as a platform by the SAP BusinessObjects Design Studio runtime for SAP HANA component. Licensee acknowledges that Licensee may have to install a HANA REAB-Partial -compatible release of the HANA REAB Supported Software in order to enable certain business functions or provide configuration as described above. Future releases of HANA REAB- Partial developed for Use with HANA REAB Supported Software may not be compatible with current releases and may not be available via the respective SAP Support offering. Technical migration from HANA REAB Supported Software to another release of the Software and/or Third Party Software as used separately from HANA REAB-Partial and/or to another database offering may not be possible. 11.20 Terms of use for Twitter API contained within SAP HANA, enterprise edition; SAP HANA, runtime edition for applications and SAP BW; and SAP HANA, information management option The following shall apply to SAP HANA, enterprise edition; SAP HANA, runtime edition for applications and SAP BW; and SAP HANA, information management option: Use of the Twitter API is subject to the Third Party Web Service terms contained in Exhibit 7 of these Use Terms. 11.21 SAP HANA Cold Data Tiering Includes SAP Data Hub components which may solely be used for SAP HANA cold data tiering scenarios. Use is limited to data transfers between SAP HANA and SAP Data Hub distributed runtime (Vora) or Vora supported sources. Access and querying of cold tiered data is allowed via the primary HANA system only. 11.22 SAP HANA Client Software Licensee may market and sublicense the HANA Client Software only for use in conjunction with Licensee’s own products. Any Third Party Products contained in or provided with the HANA Client Software may only be used as part of the HANA Client Software. Licensee must not charge any third party a fee or any other form of consideration for access to, or use of, the HANA Client Software. Licensee may not install files, as set forth at https://wiki.scn.sap.com/wiki/display/SAPHANA/SAP+HANA+Client+redistributable+files, into the HANA Client Software default install path. Focused Business Solutions. 12.1 Special support If licensed Software is identified as a Focused Business Solution ("FBS Software"), special support strategy and conditions apply. SAP Support for FBS Software shall be provided in accordance with the applicable SAP Support terms as amended by the then current support strategy and conditions found at https://support.sap.com/fbs (inclusive of any successor site(s) made known by SAP, the “Strategy & Conditions Site”). 12.2 Strategy & Conditions Site The Strategy & Conditions Site is hereby amended to include the following terms: 12.2.1 FBS Software requires, as a prerequisite to its Use and installation, a specific version (e.g. release, service level pack, and/or enhancement pack) of certain SAP Software (the “Base Software”), which is identified on the Strategy & Conditions Site and must be separately licensed and installed by Licensee. 12.2.2 In the future, should SAP elect, in its sole and exclusive discretion, to make new release(s) of FBS Software commercially available as part of SAP Support, such new release(s) may (a) differ functionally, (b) have different supported language(s) and/or (c) have different Base Software requirements from prior FBS Software release(s). 12.2.3 Mainstream and extended maintenance dates for FBS Software are targets, and therefore subject to change by SAP. 12.2.4 In no event will maintenance or extended maintenance for any FBS Software release be provided following the expiration or termination of mainstream or extended (as applicable) maintenance on the underlying Base Software. Repeatable Custom Solution (“RCS”) Software. 13.1 Prerequisite to use The RCS requires, as a prerequisite to its Use and installation, a specific version (such as release, service level pack, and/or enhancement pack) of certain SAP Software (the “Base Software”) which is identified by SAP, along with specific Use conditions under https://support.sap.com/rcs (the “RCS Strategy & Conditions Site”) and/or the Documentation. Special support strategy and conditions apply for RCS Software. SAP and Licensee agree that Support for RCS Software shall be provided as set forth in the pplicable SAP Product Specific Support Schedule for RCS found at the RCS Strategy & Conditions site. 13.2 Not standard software RCS is not SAP standard software and in its current state a RCS may not meet all SAP standards including but not limited to language or country version, available version, supported operating systems, or database. Licensee must fully test the RCS before using it in live operation. The standard language in which the RCS and its Documentation will be provided is English. SAP reserves the right to release individual versions of the RCS or its Documentation in additional languages. SAP has no obligation to transfer any functionality licensed under this agreement into SAP’s standard software, nor shall SAP be obliged to make the RCS compatible with new releases or versions of the Base Software. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 Exhibit 4 - Pass Through Terms for Third Party Databases SAP may deliver SAP software containing a database product where the end user is not entitled to use the database unless he/she has acquired the requisite number of licenses from the database vendor or its authorized distributor. Such deliveries are reported to the database vendor. Conditions for the use of ORACLE® Database Software when licensed from SAP 1. Copyright 1.1 The comprehensive copyright to Oracle software is the sole property of the Oracle Corporation, Redwood Shores, CA, USA. 1.2 Third party database applications for system administration, monitoring and management may directly access the Oracle database. 1.3 The customer shall only use the Oracle software in connection with the SAP Software and only for the purposes of its own internal data processing which includes access of third party user such as contractor, supply chain vendor or supplier, customer, or third party individual authorized by the customer. It is allowed to customize the SAP software or to create additional functionality, new applications, or to support third party database applications which only interface with them (example: via RFC, BAPI) Third party database applications or new functionality or new applications which may directly access the Oracle database or indirectly access information contained therein are not allowed. 1.4 The customer shall assign the Oracle software only to wholly owned or majority owned subsidiaries. Assignment to competitors of Oracle is prohibited. 1.5 In view of its limited rights of use, the customer shall neither modify, decompile nor reverse engineer the Oracle software except and to the extent that it is expressly permitted by applicable law. 1.6 The Oracle software may only be used in the country or countries for which the customer has acquired a license. The customer hereby undertakes to adhere to all regulations of the US Department of Commerce and the American export authorities. 1.7 The use of Oracle software for the planning, production, control or monitoring of nuclear power stations, air traffic, means of mass transportation or medical equipment is not permitted, unless such use is limited to commercial or purely administrative applications. 1.8 The customer is not entitled to receive the source code for the Oracle software. 2. Other Conditions 2.1 The publication of benchmark tests for the Oracle software is not permitted. Conditions for the Use of the Microsoft SQL-Server Enterprise Edition Conditions for the Use of the Microsoft SQL-Server when licensed by SAP IMPORTANT NOTE: These “Conditions for the Use of the Microsoft SQL-Server when licensed by SAP” apply to Microsoft SQL Server Enterprise Edition version 2014 (or subsequent versions) not only for new licenses but also for any prior licenses of Microsoft SQL- Server Enterprise Edition licensed under an agreement with any SAP entity or SAP authorized reseller. For the purpose of this Section “Integrated Application” shall be defined as SAP software integrating the Microsoft SQL Server Database. The Microsoft SQL Server Database may contain the following software: “Server Software” provides services or functionality on your server (your computers capable of running the Server Software are “Servers”); “Client Software” allows an electronic device (“Device”) to access or utilize the Server Software. 1. OVERVIEW 1.1 Software. The software includes • server software, and • additional software that may only be used with the server software directly, or indirectly through other additional software. 1.2 License Model. The software is licensed by SAP based on the unified solution and the number of users of that unified solution. 1.3 Licensing Terminology. • Instance. You may create an “instance” of the software by executing the software’s setup or install procedure. You also create an instance of the software by duplicating an existing instance. References to the “software” in this agreement include “instances” of the software. • Run an Instance. You “run an instance” of the software by loading it into memory and executing one or more of its instructions. Once running, an instance is considered to be running (whether or not its instructions continue to execute) until it is removed from memory. • Operating System Environment (“OSE”). An “operating system environment” or “OSE” is i. all or part of an operating system instance, or all or part of a virtual (or otherwise emulated) operating system instance which enables separate machine identity (primary computer name or similar unique identifier) or separate administrative rights; and ii.Instances of applications, if any, configured to run on the operating system instance or part identified above. A physical hardware system can have either or both of the following: • one physical operating system environment; • one or more virtual operating system environments. A physical operating system environment is configured to run directly on a physical hardware system. The operating system instance used to run hardware virtualization software or to provide hardware virtualization services (e.g. Microsoft virtualization technology or similar technologies) is considered part of the physical operating system environment. A virtual operating system environment is configured to run on a virtual (or otherwise emulated) hardware system. • Server. A ”server” is a physical hardware system capable of running server software. A hardware partition or blade is considered to be a separate server. • Server Farm. A “server farm” is any data center or group of data centers owned by you and under your day-to-day operational control. • Unified Solution. A “unified solution” means a software application licensed to you by SAP, which includes the software licensed under this agreement, adds significant and primary functionality to such software, and may include software acquired from a third party delivered and licensed by SAP. 2. USE RIGHTS. Your rights to use the software are set forth in the license granted by SAP to you to use the unified solution at specific site(s), to run your internal business operations (including back up and passive disaster recovery), and to provide internal training and testing for such internal business operations, unless and until such license expires or is terminated. 3. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS. 3.1 Runtime-Restricted Use Software. The software is “Runtime-Restricted Use” software; as such, it may only be used to run the unified solution and only as part of the unified solution. The software may not be used either (i) to develop any new software applications, (ii) in conjunction with any software applications, databases or tables other than those contained in the Unified Solution, and/or (iii) as a standalone software application. The foregoing provision, however, does not prohibit you from using a tool to run queries or reports from existing tables. For clarity, you may use tools provided as part of the unified solution to create new tables during the unified solution set up and/or customization so long as the resulting tables will only be used with and/or as part of the unified solution itself. 3.2 SQL Server Reporting Services Map Report Item. Power View and SQL Reporting Services Map Item both include use of Bing Maps. You may only use the content provided through Bing Maps, including geocodes, within Power View or SQL Reporting Services Map Item. Your use of Bing Maps is also governed by the Bing Maps End User Terms of Use available at go.microsoft.com/?linkid=9710837 and the Bing Maps Privacy Statement available at go.microsoft.com/fwlink/?LinkID=248686. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 3.3. Use of Software Within and Across Server Farms. You may use the software on servers located within and across your server farm if and for so long as the software is only used with and as a part of the unified solution. 3.4 Outsourcing Company. You may enter into an agreement with a third party that provides operational services or support services to you, including but not limited to network management, application management, or data center management services (including operation, maintenance and control of server hardware in a data center (“outsourcing company”) to install or cause to be installed the unified solution on servers owned, operated, maintained and controlled by the outsourcing company, provided that: (i) all such server hardware on which the unified solution has been installed is and continuously remains physically dedicated to running the unified solution solely for the benefit and use by you and (ii) you have entered into to a written agreement that protects the unified solutions and the software on commercially reasonable terms. Regardless of the physical location of the server hardware containing the software, you remain fully responsible for all of your obligations under this agreement, including any unauthorized use or distribution of the software that results from any act or omission of the outsourcing company. The outsourcing company must agree to the terms of this agreement in a signed writing. You may only grant the outsourcing company access to the software in order to perform operational and/or support services (including but not limited to software maintenance, patch updating, integration, etc.) for you, and the outsourcing company may not access or use the software for any other purpose. 3.5 Virtualization. With respect to any server for which you have acquired the requisite licenses, you may run any number of instances of the server software in any number of physical and/or virtual OSEs whether on servers within your server farm or on servers owned and managed by an outsourcing company pursuant to Section 3.4 (above). 3.6 Fail-over Server. You may create and maintain passive fail-over instances in a separate OSE for temporary support on a server other than your production server, whether on servers within your server farm or on servers owned and managed by an outsourcing company pursuant to Section 3.4 (above). 4. THIRD PARTY NOTICES. The software may include third party code, that Microsoft, not the third party, licenses to you under the terms set forth in this agreement. Notices, if any, for any third party code are included for your information only. Additionally, any third party scripts, linked to, called or referenced from this software, are licensed to you by the third parties that own such code, not by Microsoft, see ASP.NET Ajax CDN Terms of Use: www.asp.net/ajaxlibrary/CDN.ashxthat program. 5. INTERNET-BASED SERVICES. Microsoft provides Internet-based services with the software. It may change or cancel them at any time. 6. BENCHMARK TESTING. You must obtain Microsoft's prior written approval to disclose to a third party the results of any benchmark test of the software. However, this does not apply to the Microsoft .NET Framework (see below). 7. .NET FRAMEWORK SOFTWARE. The software contains Microsoft .NET Framework software. This software is part of Windows. The license terms for Windows apply to your use of the .NET Framework software. 8. MICROSOFT .NET FRAMEWORK BENCHMARK TESTING. The software includes one or more components of the .NET Framework (“.NET Components”). You may conduct internal benchmark testing of those components. You may disclose the results of any benchmark test of those components, provided that you comply with the conditions set forth at go.microsoft.com/fwlink/?LinkID=66406. Notwithstanding any other agreement you may have with Microsoft, if you disclose such benchmark test results, Microsoft shall have the right to disclose the results of benchmark tests it conducts of your products that compete with the applicable .NET Component, provided it complies with the same conditions set forth at go.microsoft.com/fwlink/?LinkID=66406. 9. SCOPE OF LICENSE. The software is licensed, not sold. Unless applicable law gives you more rights, SAP and Microsoft reserve all other rights not expressly granted under this agreement, whether by implication, estoppel or otherwise. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways. You may not • work around any technical limitations in the software; • reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation; • make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation; • publish the software, including any application programming interfaces included in the software, for others to copy; • share or otherwise distribute documents, text or images created using the software Data Mapping Services features; • rent, lease or lend the software; or • use the software for commercial software hosting services. You also may not remove, minimize, block or modify any logos, trademarks, copyright, digital watermarks, or other notices of Microsoft or its suppliers that are included in the software, including any content made available to you through the software. Rights to access the software on any device do not give you any right to implement Microsoft patents or other Microsoft intellectual property in software or devices that access that device. 10. BACKUP COPY. You may make one backup copy of the software media. You may use it only to create instances of the software. 11. DOCUMENTATION. Any person that has valid access to your computer or internal network may copy and use the documentation for your internal, reference purposes. 12. NOT FOR RESALE SOFTWARE. You may not sell software marked as “NFR” or “Not for Resale.” 13. ACADEMIC EDITION SOFTWARE. You must be a “Qualified Educational User” to use software marked as “Academic Edition” or “AE.” If you do not know whether you are a Qualified Educational User, visit www.microsoft.com/education or contact the Microsoft affiliate serving your country. 14. TRANSFER TO A THIRD PARTY. The first user of the software may transfer it and this agreement directly to another end user as part of a transfer of the integrated software turnkey application or suite of applications (the “Unified Solution”) delivered to you by or on behalf of the SAP solely as part of the Unified Solution. Before the transfer, that end user must agree that this agreement applies to the transfer and use of the software. The first user may not retain any instances of the software unless that user also retains another license for the software. 15. EXPORT RESTRICTIONS. The software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use. For additional information, see www.microsoft.com/exporting. 16. ENTIRE AGREEMENT. This agreement and the terms for supplements, updates, Internet-based services that you use, are the entire agreement for the software. 17. LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under the laws of your state or country. You may also have rights with respect to the SAP from whom you acquired the software. This agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so. 18. NOT FAULT TOLERANT. THE SOFTWARE IS NOT FAULT TOLERANT. SAP HAS INDEPENDENTLY DETERMINED HOW TO USE THE SOFTWARE IN THE INTEGRATED SOFTWARE APPLICATION OR SUITE OF APPLICATIONS THAT IT IS LICENSING TO YOU, AND MICROSOFT HAS RELIED ON SAP TO CONDUCT SUFFICIENT TESTING TO DETERMINE THAT THE SOFTWARE IS SUITABLE FOR SUCH USE. 19. NO WARRANTIES BY MICROSOFT. YOU AGREE THAT IF YOU HAVE RECEIVED ANY WARRANTIES WITH REGARD TO EITHER (A) THE SOFTWARE, OR (B) THE SOFTWARE APPLICATION OR SUITE OF APPLICATIONS WITH WHICH YOU ACQUIRED THE SOFTWARE, THEN THOSE WARRANTIES ARE PROVIDED SOLELY BY THE SAP AND DO NOT ORIGINATE FROM, AND ARE NOT BINDING ON, MICROSOFT. 20. NO LIABILITY OF MICROSOFT FOR CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT SHALL HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE OR THE SOFTWARE APPLICATION OR SUITE OF APPLICATIONS DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 WITH WHICH YOU ACQUIRED THE SOFTWARE, INCLUDING WITHOUT LIMITATION, PENALTIES IMPOSED BY GOVERNMENT. THIS LIMITATION WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL MICROSOFT BE LIABLE FOR ANY AMOUNT IN EXCESS OF TWO HUNDRED FIFTY U.S. DOLLARS (US$250.00). 21. FOR AUSTRALIA ONLY. In this paragraph, “goods” refers to the software for which Microsoft provides the express warranty. Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. Goods presented for repair may be replaced by refurbished goods of the same type rather than being replaced. Refurbished parts may be used to repair the goods. Microsoft, SQL Server and Windows are registered trademarks of Microsoft Corporation in the United States and/or other countries. Conditions for the Use of the Microsoft SQL-Server when previously licensed by Microsoft or Microsoft Distributor The SAP software containing a copy of the Microsoft SQL-Server, which has been integrated or installed as a component of this SAP software. All Microsoft products are subject to the terms of the Microsoft License Agreement with end users which is included in the software package or the license agreements shipped with the Microsoft SQL-Server. An exception hereto is that the functionality of a Microsoft product as an integrated part of an SAP solution can differ from the functionality of a non-integrated Microsoft product. All inquiries relating to the functionality or performance of the SAP solution with Microsoft products should therefore be addressed to SAP and not to Microsoft. The SAP product does not contain a license for the integrated Microsoft product. You are therefore not entitled to use the copy of the Microsoft SQL-Server contained in this product and you will not receive a license for such use unless you have acquired or otherwise have at your disposal the same number of client/server licenses as user licenses acquired for the SAP software. By concluding this contract with SAP you represent and warrant that you have previously acquired a Microsoft license for SQL-Server end users and to conclude a corresponding license agreement. When SAP delivers an updated version of the SAP software containing an updated version of the integrated Microsoft product, the end user is not entitled to use the updated version of the Microsoft product unless he/she has acquired the requisite number of client/server licenses from an authorized Microsoft distributor. Conditions for Use of Third Party Databases with SAP Business One Software Conditions for the Use of Microsoft SQL Server 2014, Standard Edition (Core-based Runtime and Server CAL Runtime) Software IMPORTANT NOTE: These “Conditions for the Use of the Microsoft SQL Server 2014, Standard Edition” apply to Microsoft SQL Server Standard Edition version 2014 (or subsequent versions) not only for new licenses but also for any prior licenses of Microsoft SQL- Server Standard Edition licensed under an agreement with any SAP entity or SAP authorized reseller. These license terms are an agreement between the licensor of the software application or suite of applications with which you acquired the Microsoft software (“Licensor”) and you. Please read them. They apply to the software named above, which includes the media on which you received it, if any. The terms also apply to any Microsoft • updates, • supplements, and • Internet-based services for this software, unless other terms accompany those items. If so, those terms apply. Microsoft Corporation or one of its affiliates (collectively, “Microsoft”) has licensed the software to the Licensor. BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT USE THE SOFTWARE. INSTEAD, RETURN IT TO PLACE OF PURCHASE FOR A REFUND OR CREDIT. These terms supersede any electronic terms which may be contained within the software. If any of the terms contained within the software conflict with these terms, these terms will control. IMPORTANT NOTICE: AUTOMATIC UPDATES TO PREVIOUS VERSIONS OF SQL SERVER. If this software is installed on servers or devices running any supported editions of SQL Server prior to SQL Server 2014 (or components of any of them) this software will automatically update and replace certain files or features within those editions with files from this software. This feature cannot be switched off. Removal of these files may cause errors in the software and the original files may not be recoverable. By installing this software on a server or device that is running such editions you consent to these updates in all such editions and copies of SQL Server (including components of any of them) running on that server or device. IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW FOR EACH SERVER YOU PROPERLY LICENSE. 1. OVERVIEW. 1.1 Software. The software includes • server software, and • additional software that may only be used with the server software directly, or indirectly through other additional software. 1.2 License Model. The software is licensed based on either the: • Core License Model – the number of physical and/or virtual cores in the server; or • Server + Client – the number of operating system environments (OSEs) in which the server software is run, and the number of devices and users that access instances of server software. 1.3 Licensing Terminology. • Instance. You create an “instance” of the software by executing the software’s setup or install procedure. You also create an instance of the software by duplicating an existing instance. References to the “software” in this agreement include “instances” of the software. • Run an Instance. You “run an instance” of the software by loading it into memory and executing one or more of its instructions. Once running, an instance is considered to be running (whether or not its instructions continue to execute) until it is removed from memory. • Operating System Environment (“OSE”). An “operating system environment” or “OSE” is (i) all or part of an operating system instance, or all or part of a virtual (or otherwise emulated) operating system instance which enables separate machine identity (primary computer name or similar unique identifier) or separate administrative rights; and (ii) instances of applications, if any, configured to run on the operating system instance or parts identified above. A physical DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 hardware system can have either or both of the following: • one physical operating system environment; • one or more virtual operating system environments. A physical operating system environment is configured to run directly on a physical hardware system. The operating system instance used to run hardware virtualization software or to provide hardware virtualization services (e.g. Microsoft virtualization technology or similar technologies) is considered part of the physical operating system environment. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 A virtual operating system environment is configured to run on a virtual (or otherwise emulated) hardware system. • Server. A server is a physical hardware system capable of running server software. A hardware partition or blade is considered to be a separate physical hardware system. • Physical Core. A physical core is a core in a physical processor. A physical processor consists of one or more physical cores. • Hardware Thread. A hardware thread is either a physical core or a hyper-thread in a physical processor. • Virtual Core. A virtual core is the unit of processing power in a virtual (or otherwise emulated) hardware system. A virtual core is the virtual representation of one or more hardware threads. Virtual OSEs use one or more virtual cores. • Assigning a License. To assign a license is to designate that license to a server, device or user as indicated below. • Core Factor. The core factor is a numerical value associated with a specific physical processor for purposes of determining the number of licenses required to license all of the physical cores on a server. 2. USE RIGHTS FOR CORE LICENSE MODEL. 2.1 Licensing a Server. Before you run instances of the server software on a server, you must determine the number of software licenses required and assign those licenses to that server as described below. 2.2 Determining the Number of Licenses Required. You have two license options: (a) Physical Cores on a Server. You may license based on all of the physical cores on the server. If you choose this option, the number of licenses required equals the number of physical cores on the server multiplied by the applicable core factor located at go.microsoft.com/fwlink/?LinkID=229882. (b) Individual Virtual OSE. You may license based on the virtual OSEs within the server in which you run the server software. If you choose this option, for each virtual OSE in which you run the server software, you need a number licenses equal to the number of virtual cores in the virtual OSE, subject to a minimum requirement of four licenses per virtual OSE. In addition, if any of these virtual cores is at any time mapped to more than one hardware thread, you need a license for each additional hardware thread mapped to that virtual core. Those licenses count toward the minimum requirement of four licenses per virtual OSE. 2.3 Assigning the Required Number of Licenses to the Server. (a) Initial Assignment. After you determine the number of software licenses required for a server, you must assign that number of licenses to that server. The server to which a license is assigned is considered the “licensed server” for such license. You may not assign a license to more than one server. A hardware partition or blade is considered a separate server. (b) Reassignment. You may reassign a license, but not within 90 days of its last assignment. You may reassign a license sooner if you retire the licensed server to which the license is assigned due to permanent hardware failure. If you reassign a license, the server to which you reassign the license becomes the new licensed server for that license. 2.4 Running Instances of the Server Software. Your right to run instances of the server software depends on the option chosen to determine the number of software licenses required: (a) Physical Cores on a Server. For each server to which you have assigned the required number of licenses as provided in Section 2.2(a), you may run on the licensed server any number of instances of the server software in the physical OSE. (b) Individual Virtual OSEs. For each virtual OSE for which you have assigned the required number of licenses as provided in section 2.2(b), you have the right to run any number of instances of the software in that virtual OSE. 2.5 Running Instances of the Additional Software. You may run or otherwise use any number of instances of the additional software listed below in physical or virtual OSEs on any number of devices. You may use the additional software only with the server software directly, or indirectly through other additional software. Client Tools Connectivity Documentation Components 2.6 Creating and Storing Instances on Your Servers or Storage Media. You have the additional rights listed below for each software license you acquire. (a) You may create any number of instances of the server software and additional software. (b) You may store instances of the server software and additional software on any of your servers or storage media. (c) You may create and store instances of the server software and additional software solely to exercise your right to run instances of the server software under any of your software licenses as described (e.g., you may not distribute instances to third parties). 2.7 No Client Access Licenses (CALs) Required for Access. Under this core license model, you do not need CALs for users or devices to access your instances of the server software. 3. USE RIGHTS FOR SERVER + CLIENT ACCESS LICENSE MODEL 3.1 Assigning the License to the Server. (a) Initial Assignment. Before you run any instance of the server software under a software license, you must assign that license to one of your servers. That server is considered the “licensed server” for such license. You may not assign the same license to more than one server, but you may assign other software licenses to the same server. A hardware partition or blade is considered to be a separate server. (b) Reassignment. You may reassign a software license, but not within 90 days of the last assignment. You may reassign a software license sooner if you retire the licensed server due to permanent hardware failure. If you reassign a license, the server to which you reassign the license becomes the new licensed server for that license. 3.2 Running Instances of the Server Software. For each software license you assign to the server, you may run any number of instances of the server software in one physical or virtual OSE on the licensed server at a time. 3.3 Running Instances of the Additional Software. You may run or otherwise use any number of instances of the additional software listed below in physical or virtual OSEs on any number of devices. You may use the additional software only with the server software directly, or indirectly through other additional software. Client Tools Connectivity Documentation Components 3.4 Creating and Storing Instances on Your Servers or Storage Media. You have the additional rights listed below for each software license you acquire. (a) You may create any number of instances of the server software and additional software. (b) You may store instances of the server software and additional software on any of your servers or storage media. (c) You may create and store instances of the server software and additional software solely to exercise your right to run instances of the server software under any of your software licenses as described (e.g., you may not distribute instances to third parties). 3.5 Client Access Licenses (CALs). (a) Initial Assignment of CALs. You must acquire and assign a SQL Server 2014 CAL to each device or user that accesses your instances of the server software directly or indirectly. A hardware partition or blade is considered to be a separate device. You do not need CALs for any of your servers licensed to run instances of the server software. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 You do not need CALs for up to two devices or users to access your instances of the server software only to administer those instances. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 Your CALs permit access to your instances of earlier versions, but not later versions, of the server software. If you are accessing instances of an earlier version, you may also use CALs corresponding to that version. (b) Types of CALs. There are two types of CALs: one for devices and one for users. Each device CAL permits one device, used by any user, to access instances of the server software on your licensed servers. Each user CAL permits one user, using any device, to access instances of the server software on your licensed servers. You may use a combination of device and user CALs. (c) Reassignment of CALs. You may permanently reassign your device CAL from one device to another, or your user CAL from one user to another; or temporarily reassign your device CAL to a loaner device while the first device is out of service, or your user CAL to a temporary worker while the user is absent. 4. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS. 4.1 Maximum Instances. The software or your hardware may limit the number of instances of the server software that can run in physical or virtual OSEs on the server. 4.2 Multiplexing. Hardware or software you use to • pool connections, • reroute information, or • reduce the number of devices or users that directly access or use the software (sometimes referred to as “multiplexing” or “pooling”), does not reduce the number of licenses of any type that you need. 4.3 No Separation of Server Software. You may not separate the server software for use in more than one OSE under a single license, unless expressly permitted. This applies even if the OSEs are on the same physical hardware system. 4.4 SQL Server Reporting Services Map Report Item. Power View and SQL Reporting Services Map Item both include use of Bing Maps. You may only use the content provided through Bing Maps, including geocodes, within Power View or SQL Reporting Services Map Item. Your use of Bing Maps is also governed by the Bing Maps End User Terms of Use available at go.microsoft.com/?linkid=9710837 and the Bing Maps Privacy Statement available at go.microsoft.com/fwlink/?LinkID=248686. 4.5 Included Microsoft Programs. The software includes other Microsoft programs listed at go.microsoft.com/fwlink/?LinkID=298186. Microsoft is making these programs available to you as a convenience only and these programs are licensed and supported under their own separate terms and policies. You may only use these programs in conjunction with the software licensed here. If you do not agree to the license terms for these programs, you may not use them. 4.6 Runtime-Restricted Use Software. The software is “Runtime-Restricted Use” software; as such, it may only be used to run the unified solution and only as part of the unified solution. The software may not be used either (i) to develop any new software applications, (ii) in conjunction with any software applications, databases or tables other than those contained in the Unified Solution, and/or (iii) as a standalone software application. The foregoing provision, however, does not prohibit you from using a tool to run queries or reports from existing tables. For clarity, you may use tools provided as part of the unified solution to create new tables during the unified solution set up and/or customization so long as the resulting tables will only be used with and/or as part of the unified solution itself. 4.7 Use of Software Within and Across Server Farms. You may use the software on servers located within and across your server farm if and for so long as the software is only used with and as a part of the unified solution. 4.8 Outsourcing Company. You may enter into an agreement with a third party that provides operational services or support services to you, including but not limited to network management, application management, or data center management services (including operation, maintenance and control of server hardware in a data center (“outsourcing company”) to install or cause to be installed the unified solution on servers owned, operated, maintained and controlled by the outsourcing company, provided that: (i) all such server hardware on which the unified solution has been installed is and continuously remains physically dedicated to running the unified solution solely for the benefit and use by you and (ii) you have entered into to a written agreement that protects the unified solutions and the software on commercially reasonable terms. Regardless of the physical location of the server hardware containing the software, you remain fully responsible for all of your obligations under this agreement, including any unauthorized use or distribution of the software that results from any act or omission of the outsourcing company. The outsourcing company must agree to the terms of this agreement in a signed writing. You may only grant the outsourcing company access to the software in order to perform operational and/or support services (including but not limited to software maintenance, patch updating, integration, etc.) for you, and the outsourcing company may not access or use the software for any other purpose. 5. THIRD PARTY NOTICES. The software may include third party code, that Microsoft, not the third party, licenses to you under the terms set forth in this agreement. Notices, if any, for any third party code are included for your information only. Additionally, any third party scripts, linked to, called or referenced from this software, are licensed to you by the third parties that own such code, not by Microsoft, see ASP.NET Ajax CDN Terms of Use: www.asp.net/ajaxlibrary/CDN.ashx. 6. INTERNET-BASED SERVICES. Microsoft provides Internet-based services with the software. It may change or cancel them at any time. 7. BENCHMARK TESTING. You must obtain Microsoft's prior written approval to disclose to a third party the results of any benchmark test of the software. However, this does not apply to the Microsoft .NET Framework (see below). 8. .NET FRAMEWORK SOFTWARE. The software contains Microsoft .NET Framework software. This software is part of Windows. The license terms for Windows apply to your use of the .NET Framework software 9. MICROSOFT .NET FRAMEWORK BENCHMARK TESTING. The software includes one or more components of the .NET Framework (“.NET Components”). You may conduct internal benchmark testing of those components. You may disclose the results of any benchmark test of those components, provided that you comply with the conditions set forth at go.microsoft.com/fwlink/?LinkID=66406. Notwithstanding any other agreement you may have with Microsoft, if you disclose such benchmark test results, Microsoft shall have the right to disclose the results of benchmark tests it conducts of your products that compete with the applicable .NET Component, provided it complies with the same conditions set forth at go.microsoft.com/fwlink/?LinkID=66406. 10. SCOPE OF LICENSE. The software is licensed, not sold. Unless applicable law gives you more rights, Licensor and Microsoft reserve all other rights not expressly granted under this agreement, whether by implication, estoppel or otherwise. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways. You may not • work around any technical limitations in the software; • reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation; • make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation; • publish the software, including any application programming interfaces included in the software, for others to copy; • share or otherwise distribute documents, text or images created using the software Data Mapping Services features; • rent, lease or lend the software; or • use the software for commercial software hosting services. You also may not remove, minimize, block or modify any logos, trademarks, copyright, digital watermarks, or other notices of Microsoft or its suppliers that are included in the software, including any content made available to you through the software; Rights to access the software on any device do not give you any right to implement Microsoft patents or other Microsoft intellectual property in software or devices that access that device. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 11. BACKUP COPY. You may make one backup copy of the software media. You may use it only to create instances of the software. 12. DOCUMENTATION. Any person that has valid access to your computer or internal network may copy and use the documentation for your internal, reference purposes. 13. NOT FOR RESALE SOFTWARE. You may not sell software marked as “NFR” or “Not for Resale.” 14. ACADEMIC EDITION SOFTWARE. You must be a “Qualified Educational User” to use software marked as “Academic Edition” or “AE.” If you do not know whether you are a Qualified Educational User, visit www.microsoft.com/education or contact the Microsoft affiliate serving your country. 15. TRANSFER TO A THIRD PARTY. The first user of the software may transfer it and this agreement directly to another end user as part of a transfer of the integrated software turnkey application or suite of applications (the “Unified Solution”) delivered to you by or on behalf of the Licensor solely as part of the Unified Solution. Before the transfer, that end user must agree that this agreement applies to the transfer and use of the software. The first user may not retain any instances of the software unless that user also retains another license for the software. 16. EXPORT RESTRICTIONS. The software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use. For additional information, see www.microsoft.com/exporting. 17. ENTIRE AGREEMENT. This agreement and the terms for supplements, updates, Internet-based services that you use, are the entire agreement for the software. 18. LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under the laws of your state or country. You may also have rights with respect to the Licensor from whom you acquired the software. This agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so. 19. NOT FAULT TOLERANT. THE SOFTWARE IS NOT FAULT TOLERANT. LICENSOR HAS INDEPENDENTLY DETERMINED HOW TO USE THE SOFTWARE IN THE INTEGRATED SOFTWARE APPLICATION OR SUITE OF APPLICATIONS THAT IT IS LICENSING TO YOU, AND MICROSOFT HAS RELIED ON LICENSOR TO CONDUCT SUFFICIENT TESTING TO DETERMINE THAT THE SOFTWARE IS SUITABLE FOR SUCH USE. 20. NO WARRANTIES BY MICROSOFT. YOU AGREE THAT IF YOU HAVE RECEIVED ANY WARRANTIES WITH REGARD TO EITHER (A) THE SOFTWARE, OR (B) THE SOFTWARE APPLICATION OR SUITE OF APPLICATIONS WITH WHICH YOU ACQUIRED THE SOFTWARE, THEN THOSE WARRANTIES ARE PROVIDED SOLELY BY THE LICENSOR AND DO NOT ORIGINATE FROM, AND ARE NOT BINDING ON, MICROSOFT. 21. NO LIABILITY OF MICROSOFT FOR CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT SHALL HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE OR THE SOFTWARE APPLICATION OR SUITE OF APPLICATIONS WITH WHICH YOU ACQUIRED THE SOFTWARE, INCLUDING WITHOUT LIMITATION, PENALTIES IMPOSED BY GOVERNMENT. THIS LIMITATION WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL MICROSOFT BE LIABLE FOR ANY AMOUNT IN EXCESS OF TWO HUNDRED FIFTY U.S. DOLLARS (US$250.00). 22. FOR AUSTRALIA ONLY. In this paragraph, “goods” refers to the software for which Microsoft provides the express warranty. Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. Goods presented for repair may be replaced by refurbished goods of the same type rather than being replaced. Refurbished parts may be used to repair the goods. Microsoft, SQL Server and Windows are registered trademarks of Microsoft Corporation in the United States and/or other countries. Microsoft SQL Server 2008, Standard Edition (Server Proc Runtime) Software These license terms are an agreement between the licensor of the software application or suite of applications with which you acquired the Microsoft software (“Licensor”) and you. Please read them. They apply to the software named above, which includes the media on which you received it, if any. The terms also apply to any Microsoft ■ updates, ■ supplements, and ■ Internet-based services for this software, unless other terms accompany those items. If so, those terms apply. Microsoft Corporation or one of its affiliates (collectively, “Microsoft”) has licensed the software to Licensor. BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT USE THE SOFTWARE. INSTEAD, RETURN IT TO THE PLACE OF PURCHASE FOR A REFUND OR CREDIT. These terms supersede any electronic terms which may be contained within the software. If any of the terms contained within the software conflict with these terms, these terms will control. 1. OVERVIEW. a. Software. The software includes • server software; and • additional software that may only be used with the server software directly, or indirectly through other additional software. b. License Model. The software is licensed based on • the number of physical and virtual processors used by operating system environments in which you run instances of the server software. c. Licensing Terminology. • Instance. You create an “instance” of software by executing the software’s setup or install procedure. You also create an instance of software by duplicating an existing instance. References to software in this agreement include “instances” of the software. • Run an Instance. You “run an instance” of software by loading it into memory and executing one or more of its instructions. Once running, an instance is considered to be running (whether or not its instructions continue to execute) until it is removed from memory. • Operating System Environment. An “operating system environment” is • all or part of an operating system instance, or all or part of a virtual (or otherwise emulated) operating system instance which enables separate machine identity (primary computer name or similar unique identifier) or separate administrative rights, and • instances of applications, if any, configured to run on the operating system instance or parts identified above. There are two types of operating system environments, physical and virtual. A physical operating system environment is configured to run directly on a physical hardware system. The operating system instance used to run hardware virtualization software (e.g. Microsoft Virtual Server or similar technologies) or to provide hardware virtualization services (e.g. Microsoft virtualization technology or similar technologies) is considered part of the physical operating system environment. A virtual operating system environment is configured to run on a virtual (or otherwise emulated) hardware system. A physical hardware system can have either or both of the following: • one physical operating system environment • one or more virtual operating system environments. • Server. A “server” is a physical hardware system capable of running server software. A hardware partition or blade is considered to be a separate physical DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 hardware system. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 • Physical and Virtual Processors. A physical processor is a processor in a physical hardware system. Physical operating system environments use physical processors. A virtual processor is a processor in a virtual (or otherwise emulated) hardware system. Virtual operating system environments use virtual processors. A virtual processor is considered to have the same number of threads and cores as each physical processor on the underlying physical hardware system. • Assigning a License. To “assign a license” means simply to designate that license to one server. 2. USE RIGHTS. a. Licensing a Server. Before you run instances of the server software on a server, you must determine the required number of software licenses and assign those licenses to that server as described below. i. Determining the Number of Licenses Required. You must first determine the number of software licenses you need. The total number of software licenses required for a server equals the sum of the software licenses required under (a) and (b) below. (a) To run instances of the server software in the physical operating system environment on a server, you need a software license for each physical processor that the physical operating system environment uses. (b) To run instances of the server software in virtual operating system environments on a server, you need a software license for each virtual processor that each of those virtual operating system environments uses. If a virtual operating system environment uses a fraction of a virtual processor, the fraction counts as a full virtual processor. b. Assigning the Required Number of Licenses to the Server. i. After you determine the number of software licenses you need for a server, you must assign that number of software licenses to that server. That server is the licensed server for all of those licenses. You may not assign the same license to more than one server. A hardware partition or blade is considered to be a separate server. ii. You may reassign the software license, but not within 90 days of the last assignment. You may reassign a software license sooner if you retire the licensed server due to permanent hardware failure. If you reassign a license, the server to which you reassign the license becomes the new licensed server for that license. c. Running Instances of the Server Software. For each server to which you have assigned the required number of software licenses, you may run, at any one time, any number of instances of the server software in physical and virtual operating system environments on the licensed server. However, the total number of physical and virtual processors used by those operating system environments cannot exceed the number of software licenses assigned to that server. d. Running Instances of the Additional Software. You may run or otherwise use any number of instances of additional software listed below in physical or virtual operating system environments on any number of devices so long as the additional software is used only in conjunction with the integrated software turnkey application or suite of applications (the “Unified Solution”) delivered by or on behalf of the Licensor. You may use additional software only with the server software directly or indirectly through other additional software. ■ Business Intelligence Development Studio ■ Client Tools Backward Compatibility ■ Client Tools Connectivity ■ Client Tools Software Development Kit ■ Management Studio ■ Microsoft Sync Framework ■ SQL Server 2008 Books Online e. Runtime-Restricted Use Software. The software is “Runtime-Restricted Use” software; as such, it may only be used to run the Unified Solution solely as part of the Unified Solution. The software may not be used either (i) to develop any new software applications, (ii) in conjunction with any software applications, databases or tables other than those contained in the Unified Solution, and/or (iii) as a standalone software application. The foregoing provision, however, does not prohibit you from using a tool to run queries or reports from existing tables. f. Creating and Storing Instances on Your Servers or Storage Media. You have the additional rights below for each software license you acquire. ■ You may create any number of instances of the server software and additional software. ■ You may store instances of the server software and additional software on any of your servers or storage media. ■ You may create and store instances of the server software and additional software solely to exercise your right to run instances of the server software under any of your software licenses as described (e.g., you may not distribute instances to third parties). g. No Client Access Licenses (CALs) Required for Access. You do not need CALs for the other devices to access your instances of the server software. 3. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS. a. Maximum Instances. The software or your hardware may limit the number of instances of the server software that can run in physical or virtual operating system environments on the server. b. Multiplexing. Hardware or software you use to • pool connections, • reroute information, and • reduce the number of devices or users that directly access or use the software, or • reduce the number of devices or users the software directly manages, (sometimes referred to as “multiplexing” or “pooling”), does not reduce the number of licenses of any type that you need. c. Included Microsoft Programs. The software contains other Microsoft programs. The license terms with those programs apply to your use of them. d. No Separation of Server Software. You may not separate the server software for use in more than one operating system environment under a single license, unless expressly permitted. This applies even if the operating system environments are on the same physical hardware system. e. Fail-over Server. For any operating system environment in which you run instances of the server software, you may run up to the same number of passive fail- over instances in a separate operating system environment for temporary support. The number of processors used in that separate operating system environment must not exceed the number of processors used in the corresponding operating system environment in which the active instances are running. You may run the passive fail-over instances on a server other than the licensed server. 4. INTERNET-BASED SERVICES. Microsoft provides Internet-based services with the software. It may change or cancel them at any time. 5. MICROSOFT .NET FRAMEWORK AND POWERSHELL SOFTWARE. The software contains Microsoft .NET Framework and PowerShell software. These software components are part of Windows. 6. BENCHMARK TESTING. You must obtain Microsoft's prior written approval to disclose to a third party the results of any benchmark test of the software. However, this does not apply to the Windows components. For Microsoft .NET Framework see below. 7. MICROSOFT .NET FRAMEWORK. The software includes one or more components of the .NET Framework (“.NET Components”). You may conduct internal benchmark testing of those components. You may disclose the results of any benchmark test of those components, provided that you comply DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 with the conditions set forth at http://go.microsoft.com/fwlink/?LinkID=66406. Notwithstanding any other agreement you may have with Microsoft, if you disclose such benchmark test results, Microsoft shall have the right to disclose the results of benchmark tests it conducts of your products that compete with the applicable .NET Component, provided it complies with the same conditions set forth at http://go.microsoft.com/fwlink/?LinkID=66406. 8. SCOPE OF LICENSE. The software is licensed, not sold. This agreement only gives you some rights to use the software. Licensor and Microsoft reserve all other rights. Unless applicable law gives you more rights despite this limitation, you may use the software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways. For more information, see www.microsoft.com/licensing/userights. You may not • work around any technical limitations in the software; • reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation; • make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation; • publish the software for others to copy; • rent, lease or lend the software; or • use the software for commercial software hosting services. Rights to access the software on any device do not give you any right to implement Microsoft patents or other Microsoft intellectual property in software or devices that access that device. 9. BACKUP COPY. You may make one backup copy of the software media. You may use it only to create instances of the software. 10. DOCUMENTATION. Any person that has valid access to your computer or internal network may copy and use the documentation for your internal, reference purposes. 11. NOT FOR RESALE SOFTWARE. You may not sell software marked as “NFR” or “Not for Resale.” 12. ACADEMIC EDITION SOFTWARE. You must be a “Qualified Educational User” to use software marked as “Academic Edition” or “AE.” If you do not know whether you are a Qualified Educational User, visit www.microsoft.com/education or contact the Microsoft affiliate serving your country. 13. Transfer to Another Device. You may uninstall the software and install it on another device for your use solely as part of the Unified Solution. You may not do so to share this license between devices to reduce the number of licenses you need. 14. TRANSFER TO A THIRD PARTY. The first user of the software may transfer it, this agreement, and CALs, directly to another end user as part of a transfer of the Unified Solution delivered to you by or on behalf of the Licensor solely as part of the Unified Solution. Before the transfer, that end user must agree that this agreement applies to the transfer and use of the software. The first user may not retain any instances of the software unless that user also retains another license for the software. 15. EXPORT RESTRICTIONS. The software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use. For additional information, see www.microsoft.com/exporting. 16. ENTIRE AGREEMENT. This agreement, and the terms for supplements, updates, and Internet-based services that you use, are the entire agreement for the software. 17. LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under the laws of your state or country. You may also have rights with respect to the Licensor from whom you acquired the software. This agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so. 18. NOT FAULT TOLERANT. THE SOFTWARE IS NOT FAULT TOLERANT. LICENSOR HAS INDEPENDENTLY DETERMINED HOW TO USE THE SOFTWARE IN THE INTEGRATED SOFTWARE APPLICATION OR SUITE OF APPLICATIONS THAT IT IS LICENSING TO YOU, AND MICROSOFT HAS RELIED ON LICENSOR TO CONDUCT SUFFICIENT TESTING TO DETERMINE THAT THE SOFTWARE IS SUITABLE FOR SUCH USE. 19. NO WARRANTIES BY MICROSOFT. YOU AGREE THAT IF YOU HAVE RECEIVED ANY WARRANTIES WITH REGARD TO EITHER (A) THE SOFTWARE, OR (B) THE SOFTWARE APPLICATION OR SUITE OF APPLICATIONS WITH WHICH YOU ACQUIRED THE SOFTWARE, THEN THOSE WARRANTIES ARE PROVIDED SOLELY BY THE LICENSOR AND DO NOT ORIGINATE FROM, AND ARE NOT BINDING ON, MICROSOFT. 20. NO LIABILITY OF MICROSOFT FOR CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT SHALL HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE OR THE SOFTWARE APPLICATION OR SUITE OF APPLICATIONS WITH WHICH YOU ACQUIRED THE SOFTWARE, INCLUDING WITHOUT LIMITATION, PENALTIES IMPOSED BY GOVERNMENT. THIS LIMITATION WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL MICROSOFT BE LIABLE FOR ANY AMOUNT IN EXCESS OF TWO HUNDRED FIFTY U.S. DOLLARS (US$250.00). Microsoft and SQL Server are registered trademarks of Microsoft Corporation in the United States and/or other countries. Microsoft SQL Server 2008, Standard Edition (Server CAL Runtime) Software These license terms are an agreement between the licensor of the software application or suite of applications with which you acquired the Microsoft software (“Licensor”) and you. Please read them. They apply to the software named above, which includes the media on which you received it, if any. The terms also apply to any Microsoft • updates, • supplements, and • Internet-based services for this software, unless other terms accompany those items. If so, those terms apply. Microsoft Corporation or one of its affiliates (collectively, “Microsoft”) has licensed the software to Licensor. BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT USE THE SOFTWARE. INSTEAD, RETURN IT TO THE PLACE OF PURCHASE FOR A REFUND OR CREDIT. These terms supersede any electronic terms which may be contained within the software. If any of the terms contained within the software conflict with these terms, these terms will control. IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW FOR EACH SOFTWARE LICENSE YOU ACQUIRE. 1. OVERVIEW. a. Software. The software includes • server software; and • additional software that may only be used with the server software directly, or indirectly through other additional software. b. License Model. The software is licensed based on • the number of instances of server software that you run; and • the number of devices and users that access instances of server software. c. Licensing Terminology. • Instance. You create an “instance” of software by executing the software’s setup or install procedure. You also create an instance of software by duplicating an existing instance. References to software in this agreement include “instances” of the software. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 • Run an Instance. You “run an instance” of software by loading it into memory and executing one or more of its instructions. Once running, an instance is considered to be running (whether or not its instructions continue to execute) until it is removed from memory. • Operating System Environment. An “operating system environment” is • all or part of an operating system instance, or all or part of a virtual (or otherwise emulated) operating system instance which enables separate machine identity (primary computer name or similar unique identifier) or separate administrative rights, and • instances of applications, if any, configured to run on the operating system instance or parts identified above. There are two types of operating system environments, physical and virtual. A physical operating system environment is configured to run directly on a physical hardware system. The operating system instance used to run hardware virtualization software (e.g. Microsoft Virtual Server or similar technologies) or to provide hardware virtualization services (e.g. Microsoft virtualization technology or similar technologies) is considered part of the physical operating system environment. A virtual operating system environment is configured to run on a virtual (or otherwise emulated) hardware system. A physical hardware system can have either or both of the following: • one physical operating system environment • one or more virtual operating system environments. • Server. A “server” is a physical hardware system capable of running server software. A hardware partition or blade is considered to be a separate physical hardware system. • Assigning a License. To “assign a license” means simply to designate that license to one device or user. 2. USE RIGHTS. a. Assigning the License to the Server. i. Before you run any instance of the server software under a software license, you must assign that license to one of your servers. That server is the licensed server for that particular license. You may assign other software licenses to the same server, but you may not assign the same license to more than one server. A hardware partition or blade is considered to be a separate server. ii. You may reassign a software license, but not within 90 days of the last assignment. You may reassign a software license sooner if you retire the licensed server due to permanent hardware failure. If you reassign a license, the server to which you reassign the license becomes the new licensed server for that license. b. Running Instances of the Server Software. You may run any number of instances of the server software in one physical or virtual operating system environment on the licensed server at a time. c. Running Instances of the Additional Software. You may run or otherwise use any number of instances of additional software listed below in physical or virtual operating system environments on any number of devices solely to support your use of the integrated software turnkey application or suite of applications (the “Unified Solution”) delivered by or on behalf of the Licensor. You may use additional software only with the server software directly or indirectly through other additional software. • Business Intelligence Development Studio • Client Tools Backward Compatibility • Client Tools Connectivity • Client Tools Software Development Kit • Management Studio • Microsoft Sync Framework • SQL Server 2008 Books Online d. Creating and Storing Instances on Your Servers or Storage Media. You have the additional rights below for each software license you acquire. • You may create any number of instances of the server software and additional software. • You may store instances of the server software and additional software on any of your servers or storage media. • You may create and store instances of the server software and additional software solely to exercise your right to run instances of the server software under any of your software licenses as described (e.g., you may not distribute instances to third parties). e. Included Microsoft Programs. The software contains other Microsoft programs. The license terms with those programs apply to your use of them. 3. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS. a. Client Access Licenses (CALs). i. You must acquire and assign a SQL Server 2008 CAL to each device or user that accesses your instances of the server software directly or indirectly. A hardware partition or blade is considered to be a separate device. • You may not access instances of the server software under Workgroup Edition CALs. • You may use your Windows Small Business Server (“SBS”) 2008 CAL Suite for Premium Users or Devices instead of SQL Server 2008 CALs to access your instances of the server software within an SBS 2008 domain. • You may use your Windows Essential Business Server (“EBS”) 2008 CAL Suite for Premium Users or Devices instead of SQL Server 2008 CALs to access your instances of the server software within an EBS domain. • You do not need CALs for any of your servers licensed to run instances of the server software. • You do not need CALs for up to two devices or users to access your instances of the server software only to administer those instances. • Your CALs permit access to your instances of earlier versions, but not later versions, of the server software. If you are accessing instances of an earlier version, you may also use CALs corresponding to that version. ii. Types of CALs. There are two types of CALs: one for devices and one for users. Each device CAL permits one device, used by any user, to access instances of the server software on your licensed servers. Each user CAL permits one user, using any device, to access instances of the server software on your licensed servers. You may use a combination of device and user CALs. iii. Reassignment of CALs. You may • permanently reassign your device CAL from one device to another, or your user CAL from one user to another; or • temporarily reassign your device CAL to a loaner device while the first device is out of service, or your user CAL to a temporary worker while the user is absent. b. Runtime-Restricted Use Software. The software is “Runtime-Restricted Use” software; as such, it may only be used in conjunction with the Unified Solution. The software may not be used either (i) to develop any new software applications, (ii) in conjunction with any software applications, databases or tables other than those contained in the unified solution, and/or (iii) as a standalone software application. The foregoing provision, however, does not prohibit you from using a tool to run queries or reports from existing tables. A CAL permits you to access instances of only the Runtime-Restricted User version of the server software licensed and delivered to you as part of the Unified Solution, in accordance with the other terms of the agreement. c. Maximum Instances. The software or your hardware may limit the number of instances of the server software that can run in physical or virtual operating system environments on the server. d. Multiplexing. Hardware or software you use to • pool connections, • reroute information, and • reduce the number of devices or users that directly access or use the software, or DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 • reduce the number of devices or users the software directly manages. (sometimes referred to as “multiplexing” or “pooling”), does not reduce the number of licenses of any type that you need. e. No Separation of Server Software. You may not separate the server software for use in more than one operating system environment under a single license, unless expressly permitted. This applies even if the operating system environments are on the same physical hardware system. f. Fail-over Server. For any operating system environment in which you run instances of the server software, you may run up to the same number of passive fail- over instances in a separate operating system environment for temporary support. You may run the passive fail-over instances on a server other than the licensed server. 4. INTERNET-BASED SERVICES. Microsoft provides Internet-based services with the software. It may change or cancel them at any time. 5. NET FRAMEWORK AND POWERSHELL SOFTWARE. The software contains Microsoft .NET Framework and PowerShell software. These software components are part of Windows. 6. BENCHMARK TESTING. You must obtain Microsoft's prior written approval to disclose to a third party the results of any benchmark test of the software. However, this does not apply to the Windows components. For Microsoft .NET Framework see below. 7. MICROSOFT .NET FRAMEWORK. The software includes one or more components of the .NET Framework (“.NET Components”). You may conduct internal benchmark testing of those components. You may disclose the results of any benchmark test of those components, provided that you comply with the conditions set forth at http://go.microsoft.com/fwlink/?LinkID=66406. Notwithstanding any other agreement you may have with Microsoft, if you disclose such benchmark test results, Microsoft shall have the right to disclose the results of benchmark tests it conducts of your products that compete with the applicable .NET Component, provided it complies with the same conditions set forth at http://go.microsoft.com/fwlink/?LinkID=66406. 8. SCOPE OF LICENSE. The software is licensed, not sold. This agreement only gives you some rights to use the software. Licensor and Microsoft reserve all other rights. Unless applicable law gives you more rights despite this limitation, you may use the software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways. For more information, see www.microsoft.com/licensing/userights. You may not • work around any technical limitations in the software; • reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation; • make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation; • publish the software for others to copy; • rent, lease or lend the software; or • use the software for commercial software hosting services. Rights to access the software on any device do not give you any right to implement Microsoft patents or other Microsoft intellectual property in software or devices that access that device. 9. BACKUP COPY. You may make one backup copy of the software media. You may use it only to create instances of the software. 10. DOCUMENTATION. Any person that has valid access to your computer or internal network may copy and use the documentation for your internal, reference purposes. 11. NOT FOR RESALE SOFTWARE. You may not sell software marked as “NFR” or “Not for Resale.” 12. ACADEMIC EDITION SOFTWARE. You must be a “Qualified Educational User” to use software marked as “Academic Edition” or “AE.” If you do not know whether you are a Qualified Educational User, visit www.microsoft.com/education or contact the Microsoft affiliate serving your country. 13. Transfer to Another Device. You may uninstall the software and install it on another device for your use solely as part of the Unified Solution. You may not do so to share this license between devices to reduce the number of licenses you need. 14. TRANSFER TO A THIRD PARTY. The first user of the software may transfer it, this agreement, and CALs, directly to another end user as part of a transfer of the Unified Solution delivered to you by or on behalf of the Licensor solely as part of the Unified Solution. Before the transfer, that end user must agree that this agreement applies to the transfer and use of the software. The first user may not retain any instances of the software unless that user also retains another license for the software. 15. EXPORT RESTRICTIONS. The software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use. For additional information, see www.microsoft.com/exporting. 16. ENTIRE AGREEMENT. This agreement, and the terms for supplements, updates, and Internet-based services that you use, are the entire agreement for the software. 17. LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under the laws of your state or country. You may also have rights with respect to the Licensor from whom you acquired the software. This agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so. 18. NOT FAULT TOLERANT. THE SOFTWARE IS NOT FAULT TOLERANT. LICENSOR HAS INDEPENDENTLY DETERMINED HOW TO USE THE SOFTWARE IN THE INTEGRATED SOFTWARE APPLICATION OR SUITE OF APPLICATIONS THAT IT IS LICENSING TO YOU, AND MICROSOFT HAS RELIED ON LICENSOR TO CONDUCT SUFFICIENT TESTING TO DETERMINE THAT THE SOFTWARE IS SUITABLE FOR SUCH USE. 19. NO WARRANTIES BY MICROSOFT. YOU AGREE THAT IF YOU HAVE RECEIVED ANY WARRANTIES WITH REGARD TO EITHER (A) THE SOFTWARE, OR (B) THE SOFTWARE APPLICATION OR SUITE OF APPLICATIONS WITH WHICH YOU ACQUIRED THE SOFTWARE, THEN THOSE WARRANTIES ARE PROVIDED SOLELY BY THE LICENSOR AND DO NOT ORIGINATE FROM, AND ARE NOT BINDING ON, MICROSOFT. 20. NO LIABILITY OF MICROSOFT FOR CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT SHALL HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE OR THE SOFTWARE APPLICATION OR SUITE OF APPLICATIONS WITH WHICH YOU ACQUIRED THE SOFTWARE, INCLUDING WITHOUT LIMITATION, PENALTIES IMPOSED BY GOVERNMENT. THIS LIMITATION WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL MICROSOFT BE LIABLE FOR ANY AMOUNT IN EXCESS OF TWO HUNDRED FIFTY U.S. DOLLARS (US$250.00). Microsoft and SQL Server are registered trademarks of Microsoft Corporation in the United States and/or other countries. Microsoft SQL Server 2012, Standard Edition (Server CAL Runtime) Software OVERVIEW 1.1 Software. The software includes • server software, and • additional software that may only be used with the server software directly, or indirectly through other additional software. 1.2 License Model. The software is licensed based on either the: • Core License Model – the number of physical and/or virtual cores in the server; or • Server + Client – the number of instances of server software that you run, and the number of devices and users that access instances of server software. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 1.3 Licensing Terminology. • Instance. You create an “instance” of the software by executing the software’s setup or install procedure. You also create an instance of the software by duplicating an existing instance. References to the “software” in this agreement include “instances” of the software. • Run an Instance. You “run an instance” of the software by loading it into memory and executing one or more of its instructions. Once running, an instance is considered to be running (whether or not its instructions continue to execute) until it is removed from memory. • Operating System Environment (“OSE”). An “operating system environment” or “OSE” is (i) all or part of an operating system instance, or all or part of a virtual (or otherwise emulated) operating system instance which enables separate machine identity (primary computer name or similar unique identifier) or separate administrative rights; and (ii) instances of applications, if any, configured to run on the operating system instance or parts identified above. A physical hardware system can have either or both of the following: • one physical operating system environment; • one or more virtual operating system environments. A physical operating system environment is configured to run directly on a physical hardware system. The operating system instance used to run hardware virtualization software or to provide hardware virtualization services (e.g. Microsoft virtualization technology or similar technologies) is considered part of the physical operating system environment. A virtual operating system environment is configured to run on a virtual (or otherwise emulated) hardware system. • Server. A server is a physical hardware system capable of running server software. A hardware partition or blade is considered to be a separate physical hardware system. • Physical Core. A physical core is a core in a physical processor. A physical processor consists of one or more physical cores. • Hardware Thread. A hardware thread is either a physical core or a hyper-thread in a physical processor. • Virtual Core. A virtual core is the unit of processing power in a virtual (or otherwise emulated) hardware system. A virtual core is the virtual representation of one or more hardware threads. Virtual OSEs use one or more virtual cores. • Assigning a License. To assign a license is to designate that license to a server, device or user as indicated below. • Core Factor. The core factor is a numerical value associated with a specific physical processor for purposes of determining the number of licenses required to license all of the physical cores on a server. USE RIGHTS FOR CORE LICENSE MODEL. 2.1 Licensing a Server. Before you run instances of the server software on a server, you must determine the number of software licenses required and assign those licenses to that server as described below. 2.2 Determining the Number of Licenses Required. You have two license options: (a) Physical Cores on a Server. You may license based on all of the physical cores on the server. If you choose this option, the number of licenses required equals the number of physical cores on the server multiplied by the applicable core factor located at http://go.microsoft.com/fwlink/?LinkID=229882. (b) Individual Virtual OSE. You may license based on the virtual OSEs within the server in which you run the server software. If you choose this option, for each virtual OSE in which you run the server software, you need a number licenses equal to the number of virtual cores in the virtual OSE, subject to a minimum requirement of four licenses per virtual OSE. In addition, if any of these virtual cores is at any time mapped to more than one hardware thread, you need a license for each additional hardware thread mapped to that virtual core. Those licenses count toward the minimum requirement of four licenses per virtual OSE. 2.3 Assigning the Required Number of Licenses to the Server. Initial Assignment. After you determine the number of software licenses required for a server, you must assign that number of licenses to that server. The server to which a license is assigned is considered the “licensed server” for such license. You may not assign a license to more than one server. A hardware partition or blade is considered a separate server. Reassignment. You may reassign a license, but not within 90 days of its last assignment. You may reassign a license sooner if you retire the licensed server to which the license is assigned due to permanent hardware failure. If you reassign a license, the server to which you reassign the license becomes the new licensed server for that license. 2.4 Running Instances of the Server Software. Your right to run instances of the server software depends on the option chosen to determine the number of software licenses required: (a) Physical Cores on a Server. For each server to which you have assigned the required number of licenses as provided in Section 2.2(a), you may run on the licensed server any number of instances of the server software in the physical OSE. (b) Individual Virtual OSEs. For each virtual OSE for which you have assigned the required number of licenses as provided in section 2.2(b) , you have the right to run any number of instances of the software in that virtual OSE. 2.5 Running Instances of the Additional Software. You may run or otherwise use any number of instances of the additional software listed below in physical or virtual OSEs on any number of devices. You may use the additional software only with the server software directly, or indirectly through other additional software. • Business Intelligence Development Studio • Client Tools Backward Compatibility • Client Tools Connectivity • Client Tools SDK • Data Quality Client • Data Quality Services • Distributed Replay Client • Distributed Replay Controller • Management Tools - Basic • Management Tools - Complete • Reporting Services – SharePoint • Reporting Services Add-in for SharePoint Products • Master Data Services • Sync Framework • SQL Client Connectivity SDK • SQL Server 2012 Books Online 2.6 Creating and Storing Instances on Your Servers or Storage Media. You have the additional rights listed below for each software license you acquire. (a) You may create any number of instances of the server software and additional software. (b) You may store instances of the server software and additional software on any of your servers or storage media. (c) You may create and store instances of the server software and additional software solely to exercise your right to run instances of the server software under any of your software licenses as described (e.g., you may not distribute instances to third parties). DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 2.7 No Client Access Licenses (CALs) Required for Access. Under this core license model, you do not need CALs for users or devices to access your instances of the server software. USE RIGHTS FOR SERVER + CLIENT ACCESS LICENSE MODEL 3.1 Assigning the License to the Server. (a) Initial Assignment. Before you run any instance of the server software under a software license, you must assign that license to one of your servers. That server is considered the “licensed server” for such license. You may not assign the same license to more than one server, but you may assign other software licenses to the same server. A hardware partition or blade is considered to be a separate server. (b) Reassignment. You may reassign a software license, but not within 90 days of the last assignment. You may reassign a software license sooner if you retire the licensed server due to permanent hardware failure. If you reassign a license, the server to which you reassign the license becomes the new licensed server for that license. 3.2 Running Instances of the Server Software. For each software license you assign to the server, you may run any number of instances of the server software in one physical or virtual OSE on the licensed server at a time. 3.3 Running Instances of the Additional Software. You may run or otherwise use any number of instances of the additional software listed below in physical or virtual OSEs on any number of devices. You may use the additional software only with the server software directly, or indirectly through other additional software. • Business Intelligence Development Studio • Client Tools Backward Compatibility • Client Tools Connectivity • Client Tools SDK • Data Quality Client • Data Quality Services • Distributed Replay Client • Distributed Replay Controller • Management Tools - Basic • Management Tools - Complete • Reporting Services – SharePoint • Reporting Services Add-in for SharePoint Products • Master Data Services • Sync Framework • SQL Client Connectivity SDK • SQL Server 2012 Books Online 3.4 Creating and Storing Instances on Your Servers or Storage Media. You have the additional rights listed below for each software license you acquire. (a) You may create any number of instances of the server software and additional software. (b) You may store instances of the server software and additional software on any of your servers or storage media. (c) You may create and store instances of the server software and additional software solely to exercise your right to run instances of the server software under any of your software licenses as described (e.g., you may not distribute instances to third parties). 3.5 Client Access Licenses (CALs). (a) Initial Assignment of CALs. You must acquire and assign a SQL Server 2012 CAL to each device or user that accesses your instances of the server software directly or indirectly. A hardware partition or blade is considered to be a separate device. • You do not need CALs for any of your servers licensed to run instances of the server software. • You do not need CALs for up to two devices or users to access your instances of the server software only to administer those instances. • Your CALs permit access to your instances of earlier versions, but not later versions, of the server software. If you are accessing instances of an earlier version, you may also use CALs corresponding to that version. (b) Types of CALs. There are two types of CALs: one for devices and one for users. Each device CAL permits one device, used by any user, to access instances of the server software on your licensed servers. Each user CAL permits one user, using any device, to access instances of the server software on your licensed servers. You may use a combination of device and user CALs. (c) Reassignment of CALs. You may • permanently reassign your device CAL from one device to another, or your user CAL from one user to another; or • temporarily reassign your device CAL to a loaner device while the first device is out of service, or your user CAL to a temporary worker while the user is absent. 3.6 Runtime-Restricted Use Software. The software is “Runtime-Restricted Use” software; as such, it may only be used in conjunction with the Unified Solution. The software may not be used either (i) to develop any new software applications, (ii) in conjunction with any software applications, databases or tables other than those contained in the Unified Solution, and/or (iii) as a standalone software application. The foregoing provision, however, does not prohibit you from using a tool to run queries or reports from existing tables. A CAL permits you to access instances of only the Runtime-Restricted User version of the server software licensed and delivered to you as part of the Unified Solution, in accordance with the other terms of the agreement. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS. 4.1 Alternative Versions The software may include more than one version, such as 32-bit and 64-bit. For each instance of the software that you are permitted to create, store and run, you may use either version. 4.2 Maximum Instances. The software or your hardware may limit the number of instances of the server software that can run in physical or virtual OSEs on the server. 4.3 Multiplexing. Hardware or software you use to • pool connections, • reroute information, or • reduce the number of devices or users that directly access or use the software (sometimes referred to as “multiplexing” or “pooling”), does not reduce the number of licenses of any type that you need. 4.4 No Separation of Server Software. You may not separate the server software for use in more than one OSE under a single license, unless expressly permitted. This applies even if the OSEs are on the same physical hardware system. 4.5 Fail-over Server. For any OSE in which you run instances of the server software, you may run up to the same number of passive fail-over instances in a separate OSE for temporary support. You may run the passive fail-over instances on a server other than the licensed server. However, if you have licensed the server software under section 2.2(a) and the OSE in which you run the passive fail-over instances is on a separate server, the number of physical cores on the separate server must not exceed the number of physical cores on the licensed server and the core factor for the physical processors in that server must be the same or lower than the core factor for the physical processors in the licensed server. If you have DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 licensed the server software under section 2.2(b), the number of hardware threads used in that separate OSE must not exceed the number of hardware threads used in the corresponding OSE in which the active instances run. 4.6 SQL Server Reporting Services Map Report Item. The software may include features that retrieve content such as maps, images and other data through the Bing Maps (or successor branded) application programming interface (the “Bing Maps APIs”). The purpose of these features is to create reports displaying data on top of maps, aerial and hybrid imagery. If these features are included, you may use them to create and view dynamic or static documents. This may be done only in conjunction with and through methods and means of access integrated in the software. You may not otherwise copy, store, archive, or create a database of the content available through the Bing Maps APIs. You may not use the following for any purpose even if they are available through the Bing Maps APIs: • Bing Maps APIs to provide sensor based guidance/routing, or • any Road Traffic Data or Bird’s Eye Imagery (or associated metadata. Your use of the Bing Maps APIs and associated content is also subject to the additional terms and conditions at go.microsoft.com/fwlink/?LinkId=21969. 4.7 Included Microsoft Programs. The software includes other Microsoft programs listed at http://go.microsoft.com/fwlink/?LinkID=231864, which are licensed under the terms and conditions associated with them. You may only use these programs in conjunction with the software licensed here. If you do not accept the license terms associated with a program, you may not use that program. 5 INTERNET-BASED SERVICES. Microsoft provides Internet-based services with the software. It may change or cancel them at any time. 6 BENCHMARK TESTING. You must obtain Microsoft's prior written approval to disclose to a third party the results of any benchmark test of the software. However, this does not apply to the Microsoft .NET Framework (see below). 7 .NET FRAMEWORK SOFTWARE. The software contains Microsoft .NET Framework software. This software is part of Windows. The license terms for Windows apply to your use of the .NET Framework software 8 MICROSOFT .NET FRAMEWORK BENCHMARK TESTING. The software includes one or more components of the .NET Framework (“.NET Components”). You may conduct internal benchmark testing of those components. You may disclose the results of any benchmark test of those components, provided that you comply with the conditions set forth at go.microsoft.com/fwlink/?LinkID=66406. Notwithstanding any other agreement you may have with Microsoft, if you disclose such benchmark test results, Microsoft shall have the right to disclose the results of benchmark tests it conducts of your products that compete with the applicable .NET Component, provided it complies with the same conditions set forth at go.microsoft.com/fwlink/?LinkID=66406. 9 SCOPE OF LICENSE. The software is licensed, not sold. This agreement only gives you some rights to use the software. Licensor and Microsoft reserve all other rights. Unless applicable law gives you more rights despite this limitation, you may use the software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways. You may not • work around any technical limitations in the software; • reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation; • make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation; • publish the software, including any application programming interfaces included in the software, for others to copy; • share or otherwise distribute documents, text or images created using the software Data Mapping Services features; • rent, lease or lend the software; or • use the software for commercial software hosting services. You also may not remove, minimize, block or modify any logos, trademarks, copyright, digital watermarks, or other notices of Microsoft or its suppliers that are included in the software, including any content made available to you through the software; Rights to access the software on any device do not give you any right to implement Microsoft patents or other Microsoft intellectual property in software or devices that access that device. 10 BACKUP COPY. You may make one backup copy of the software media. You may use it only to create instances of the software. 11 DOCUMENTATION. Any person that has valid access to your computer or internal network may copy and use the documentation for your internal, reference purposes. 12 NOT FOR RESALE SOFTWARE. You may not sell software marked as “NFR” or “Not for Resale.” 13 ACADEMIC EDITION SOFTWARE. You must be a “Qualified Educational User” to use software marked as “Academic Edition” or “AE.” If you do not know whether you are a Qualified Educational User, visit www.microsoft.com/education or contact the Microsoft affiliate serving your country. 14 PROOF OF LICENSE. If you acquired the software on a disc or other media, a genuine Microsoft Proof of License label with a genuine copy of the software identifies licensed software. To be valid, this label must appear on Microsoft packaging and may not be transferred separately. If you receive the label separately, it is invalid. You should keep the packaging that has the label on it to prove that you are licensed to use the software. To identify genuine Microsoft software, see www.howtotell.com. 15 TRANSFER TO A THIRD PARTY. The first user of the software may transfer it and this agreement directly to another end user as part of a transfer of the integrated software turnkey application or suite of applications (the “Unified Solution”) delivered to you by or on behalf of the Licensor solely as part of the Unified Solution. Before the transfer, that end user must agree that this agreement applies to the transfer and use of the software. The transfer must include the software and the Proof of License label. The first user may not retain any instances of the software unless that user also retains another license for the software. 16 EXPORT RESTRICTIONS. The software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use. For additional information, see www.microsoft.com/exporting. 17 ENTIRE AGREEMENT. This agreement and the terms for supplements, updates, Internet-based services that you use, are the entire agreement for the software. 18 LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under the laws of your state or country. You may also have rights with respect to the Licensor from whom you acquired the software. This agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so. 19 NOT FAULT TOLERANT. THE SOFTWARE IS NOT FAULT TOLERANT. LICENSOR HAS INDEPENDENTLY DETERMINED HOW TO USE THE SOFTWARE IN THE INTEGRATED SOFTWARE APPLICATION OR SUITE OF APPLICATIONS THAT IT IS LICENSING TO YOU, AND MICROSOFT HAS RELIED ON LICENSOR TO CONDUCT SUFFICIENT TESTING TO DETERMINE THAT THE SOFTWARE IS SUITABLE FOR SUCH USE. 20 NO WARRANTIES BY MICROSOFT. YOU AGREE THAT IF YOU HAVE RECEIVED ANY WARRANTIES WITH REGARD TO EITHER (A) THE SOFTWARE, OR (B) THE SOFTWARE APPLICATION OR SUITE OF APPLICATIONS WITH WHICH YOU ACQUIRED THE SOFTWARE, THEN THOSE WARRANTIES ARE PROVIDED SOLELY BY THE LICENSOR AND DO NOT ORIGINATE FROM, AND ARE NOT BINDING ON, MICROSOFT. 21 NO LIABILITY OF MICROSOFT FOR CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT SHALL HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE OR THE SOFTWARE APPLICATION OR SUITE OF APPLICATIONS WITH WHICH YOU ACQUIRED THE SOFTWARE, INCLUDING WITHOUT LIMITATION, PENALTIES IMPOSED BY GOVERNMENT. THIS DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 LIMITATION WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL MICROSOFT BE LIABLE FOR ANY AMOUNT IN EXCESS OF TWO HUNDRED FIFTY U.S. DOLLARS (US$250.00). 22 FOR AUSTRALIA ONLY. References to “Limited Warranty” are references to the express warranty provided by Microsoft. This warranty is given in addition to other rights and remedies you may have under law, including your rights and remedies in accordance with the statutory guarantees under the Australian Consumer Law. If the Australian Consumer Law applies to your purchase, the following applies to you: Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. Microsoft SQL Server 2012, Standard Edition (Core-based Runtime) Software OVERVIEW. 1.1 Software. The software includes • server software, and • additional software that may only be used with the server software directly, or indirectly through other additional software. 1.2 License Model. The software is licensed based on either the: • Core License Model – the number of physical and/or virtual cores in the server; or • Server + Client – the number of instances of server software that you run, and the number of devices and users that access instances of server software. 1.3 Licensing Terminology. • Instance. You create an “instance” of the software by executing the software’s setup or install procedure. You also create an instance of the software by duplicating an existing instance. References to the “software” in this agreement include “instances” of the software. • Run an Instance. You “run an instance” of the software by loading it into memory and executing one or more of its instructions. Once running, an instance is considered to be running (whether or not its instructions continue to execute) until it is removed from memory. • Operating System Environment (“OSE”). An “operating system environment” or “OSE” is (i) all or part of an operating system instance, or all or part of a virtual (or otherwise emulated) operating system instance which enables separate machine identity (primary computer name or similar unique identifier) or separate administrative rights; and (ii) instances of applications, if any, configured to run on the operating system instance or parts identified above. A physical hardware system can have either or both of the following: • one physical operating system environment; • one or more virtual operating system environments. A physical operating system environment is configured to run directly on a physical hardware system. The operating system instance used to run hardware virtualization software or to provide hardware virtualization services (e.g. Microsoft virtualization technology or similar technologies) is considered part of the physical operating system environment. A virtual operating system environment is configured to run on a virtual (or otherwise emulated) hardware system. • Server. A server is a physical hardware system capable of running server software. A hardware partition or blade is considered to be a separate physical hardware system. • Physical Core. A physical core is a core in a physical processor. A physical processor consists of one or more physical cores. • Hardware Thread. A hardware thread is either a physical core or a hyper-thread in a physical processor. • Virtual Core. A virtual core is the unit of processing power in a virtual (or otherwise emulated) hardware system. A virtual core is the virtual representation of one or more hardware threads. Virtual OSEs use one or more virtual cores. • Assigning a License. To assign a license is to designate that license to a server, device or user as indicated below. • Core Factor. The core factor is a numerical value associated with a specific physical processor for purposes of determining the number of licenses required to license all of the physical cores on a server. USE RIGHTS FOR CORE LICENSE MODEL. 2.1 Licensing a Server. Before you run instances of the server software on a server, you must determine the number of software licenses required and assign those licenses to that server as described below. 2.2 Determining the Number of Licenses Required. You have two license options: (a) Physical Cores on a Server. You may license based on all of the physical cores on the server. If you choose this option, the number of licenses required equals the number of physical cores on the server multiplied by the applicable core factor located at http://go.microsoft.com/fwlink/?LinkID=229882. (b) Individual Virtual OSE. You may license based on the virtual OSEs within the server in which you run the server software. If you choose this option, for each virtual OSE in which you run the server software, you need a number licenses equal to the number of virtual cores in the virtual OSE, subject to a minimum requirement of four licenses per virtual OSE. In addition, if any of these virtual cores is at any time mapped to more than one hardware thread, you need a license for each additional hardware thread mapped to that virtual core. Those licenses count toward the minimum requirement of four licenses per virtual OSE. 2.3 Assigning the Required Number of Licenses to the Server. Initial Assignment. After you determine the number of software licenses required for a server, you must assign that number of licenses to that server. The server to which a license is assigned is considered the “licensed server” for such license. You may not assign a license to more than one server. A hardware partition or blade is considered a separate server. Reassignment. You may reassign a license, but not within 90 days of its last assignment. You may reassign a license sooner if you retire the licensed server to which the license is assigned due to permanent hardware failure. If you reassign a license, the server to which you reassign the license becomes the new licensed server for that license. 2.4 Running Instances of the Server Software. Your right to run instances of the server software depends on the option chosen to determine the number of software licenses required: (a) Physical Cores on a Server. For each server to which you have assigned the required number of licenses as provided in Section 2.2(a), you may run on the licensed server any number of instances of the server software in the physical OSE. (b) Individual Virtual OSEs. For each virtual OSE for which you have assigned the required number of licenses as provided in section 2.2(b) , you have the right to run any number of instances of the software in that virtual OSE. 2.5 Running Instances of the Additional Software. You may run or otherwise use any number of instances of the additional software listed below in physical or virtual OSEs on any number of devices. You may use the additional software only with the server software directly, or indirectly through other additional software. • Business Intelligence Development Studio • Client Tools Backward Compatibility • Client Tools Connectivity • Client Tools SDK DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 • Data Quality Client • Data Quality Services • Distributed Replay Client • Distributed Replay Controller • Management Tools - Basic • Management Tools - Complete • Reporting Services – SharePoint • Reporting Services Add-in for SharePoint Products • Master Data Services • Sync Framework • SQL Client Connectivity SDK • SQL Server 2012 Books Online 2.6 Creating and Storing Instances on Your Servers or Storage Media. You have the additional rights listed below for each software license you acquire. (a) You may create any number of instances of the server software and additional software. (b) You may store instances of the server software and additional software on any of your servers or storage media. (c) You may create and store instances of the server software and additional software solely to exercise your right to run instances of the server software under any of your software licenses as described (e.g., you may not distribute instances to third parties). 2.7 No Client Access Licenses (CALs) Required for Access. Under this core license model, you do not need CALs for users or devices to access your instances of the server software. 2.8 Runtime-Restricted Use Software. The software is “Runtime-Restricted Use” software; as such, it may only be used to run the Unified Solution solely as part of the Unified Solution. The software may not be used either (i) to develop any new software applications, (ii) in conjunction with any software applications, databases or tables other than those contained in the Unified Solution, and/or (iii) as a standalone software application. The foregoing provision, however, does not prohibit you from using a tool to run queries or reports from existing tables. USE RIGHTS FOR SERVER + CLIENT ACCESS LICENSE MODEL 3.1 Assigning the License to the Server. (a) Initial Assignment. Before you run any instance of the server software under a software license, you must assign that license to one of your servers. That server is considered the “licensed server” for such license. You may not assign the same license to more than one server, but you may assign other software licenses to the same server. A hardware partition or blade is considered to be a separate server. (b) Reassignment. You may reassign a software license, but not within 90 days of the last assignment. You may reassign a software license sooner if you retire the licensed server due to permanent hardware failure. If you reassign a license, the server to which you reassign the license becomes the new licensed server for that license. 3.2 Running Instances of the Server Software. For each software license you assign to the server, you may run any number of instances of the server software in one physical or virtual OSE on the licensed server at a time. 3.3 Running Instances of the Additional Software. You may run or otherwise use any number of instances of the additional software listed below in physical or virtual OSEs on any number of devices. You may use the additional software only with the server software directly, or indirectly through other additional software. • Business Intelligence Development Studio • Client Tools Backward Compatibility • Client Tools Connectivity • Client Tools SDK • Data Quality Client • Data Quality Services • Distributed Replay Client • Distributed Replay Controller • Management Tools - Basic • Management Tools - Complete • Reporting Services – SharePoint • Reporting Services Add-in for SharePoint Products • Master Data Services • Sync Framework • SQL Client Connectivity SDK • SQL Server 2012 Books Online 3.4 Creating and Storing Instances on Your Servers or Storage Media. You have the additional rights listed below for each software license you acquire. (a) You may create any number of instances of the server software and additional software. (b) You may store instances of the server software and additional software on any of your servers or storage media. (c) You may create and store instances of the server software and additional software solely to exercise your right to run instances of the server software under any of your software licenses as described (e.g., you may not distribute instances to third parties). 3.5 Client Access Licenses (CALs). (a) Initial Assignment of CALs. You must acquire and assign a SQL Server 2012 CAL to each device or user that accesses your instances of the server software directly or indirectly. A hardware partition or blade is considered to be a separate device. • You do not need CALs for any of your servers licensed to run instances of the server software. • You do not need CALs for up to two devices or users to access your instances of the server software only to administer those instances. • Your CALs permit access to your instances of earlier versions, but not later versions, of the server software. If you are accessing instances of an earlier version, you may also use CALs corresponding to that version. (b) Types of CALs. There are two types of CALs: one for devices and one for users. Each device CAL permits one device, used by any user, to access instances of the server software on your licensed servers. Each user CAL permits one user, using any device, to access instances of the server software on your licensed servers. You may use a combination of device and user CALs. (c) Reassignment of CALs. You may • permanently reassign your device CAL from one device to another, or your user CAL from one user to another; or • temporarily reassign your device CAL to a loaner device while the first device is out of service, or your user CAL to a temporary worker while the user is absent. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS. 4.1 Alternative Versions. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 The software may include more than one version, such as 32-bit and 64-bit. For each instance of the software that you are permitted to create, store and run, you may use either version. 4.2 Maximum Instances. The software or your hardware may limit the number of instances of the server software that can run in physical or virtual OSEs on the server. 4.3 Multiplexing. Hardware or software you use to • pool connections, • reroute information, or • reduce the number of devices or users that directly access or use the software (sometimes referred to as “multiplexing” or “pooling”), does not reduce the number of licenses of any type that you need. 4.4 No Separation of Server Software. You may not separate the server software for use in more than one OSE under a single license, unless expressly permitted. This applies even if the OSEs are on the same physical hardware system. 4.5 Fail-over Server. For any OSE in which you run instances of the server software, you may run up to the same number of passive fail-over instances in a separate OSE for temporary support. You may run the passive fail-over instances on a server other than the licensed server. However, if you have licensed the server software under section 2.2(a) and the OSE in which you run the passive fail-over instances is on a separate server, the number of physical cores on the separate server must not exceed the number of physical cores on the licensed server and the core factor for the physical processors in that server must be the same or lower than the core factor for the physical processors in the licensed server. If you have licensed the server software under section 2.2(b), the number of hardware threads used in that separate OSE must not exceed the number of hardware threads used in the corresponding OSE in which the active instances run. 4.6 SQL Server Reporting Services Map Report Item. The software may include features that retrieve content such as maps, images and other data through the Bing Maps (or successor branded) application programming interface (the “Bing Maps APIs”). The purpose of these features is to create reports displaying data on top of maps, aerial and hybrid imagery. If these features are included, you may use them to create and view dynamic or static documents. This may be done only in conjunction with and through methods and means of access integrated in the software. You may not otherwise copy, store, archive, or create a database of the content available through the Bing Maps APIs. You may not use the following for any purpose even if they are available through the Bing Maps APIs: • Bing Maps APIs to provide sensor based guidance/routing, or • any Road Traffic Data or Bird’s Eye Imagery (or associated metadata. Your use of the Bing Maps APIs and associated content is also subject to the additional terms and conditions at go.microsoft.com/fwlink/?LinkId=21969. 4.7 Included Microsoft Programs. The software includes other Microsoft programs listed at http://go.microsoft.com/fwlink/?LinkID=231864, which are licensed under the terms and conditions associated with them. You may only use these programs in conjunction with the software licensed here. If you do not accept the license terms associated with a program, you may not use that program. 5 INTERNET-BASED SERVICES. Microsoft provides Internet-based services with the software. It may change or cancel them at any time. 6 BENCHMARK TESTING. You must obtain Microsoft's prior written approval to disclose to a third party the results of any benchmark test of the software. However, this does not apply to the Microsoft .NET Framework (see below). 7 .NET FRAMEWORK SOFTWARE. The software contains Microsoft .NET Framework software. This software is part of Windows. The license terms for Windows apply to your use of the .NET Framework software 8 MICROSOFT .NET FRAMEWORK BENCHMARK TESTING. The software includes one or more components of the .NET Framework (“.NET Components”). You may conduct internal benchmark testing of those components. You may disclose the results of any benchmark test of those components, provided that you comply with the conditions set forth at go.microsoft.com/fwlink/?LinkID=66406. Notwithstanding any other agreement you may have with Microsoft, if you disclose such benchmark test results, Microsoft shall have the right to disclose the results of benchmark tests it conducts of your products that compete with the applicable .NET Component, provided it complies with the same conditions set forth at go.microsoft.com/fwlink/?LinkID=66406. 9 SCOPE OF LICENSE. The software is licensed, not sold. This agreement only gives you some rights to use the software. Licensor and Microsoft reserve all other rights. Unless applicable law gives you more rights despite this limitation, you may use the software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways. You may not • work around any technical limitations in the software; • reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation; • make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation; • publish the software, including any application programming interfaces included in the software, for others to copy; • share or otherwise distribute documents, text or images created using the software Data Mapping Services features; • rent, lease or lend the software; or • use the software for commercial software hosting services. You also may not remove, minimize, block or modify any logos, trademarks, copyright, digital watermarks, or other notices of Microsoft or its suppliers that are included in the software, including any content made available to you through the software; Rights to access the software on any device do not give you any right to implement Microsoft patents or other Microsoft intellectual property in software or devices that access that device. 10 BACKUP COPY. You may make one backup copy of the software media. You may use it only to create instances of the software. 11 DOCUMENTATION. Any person that has valid access to your computer or internal network may copy and use the documentation for your internal, reference purposes. 12 NOT FOR RESALE SOFTWARE. You may not sell software marked as “NFR” or “Not for Resale.” 13 ACADEMIC EDITION SOFTWARE. You must be a “Qualified Educational User” to use software marked as “Academic Edition” or “AE.” If you do not know whether you are a Qualified Educational User, visit www.microsoft.com/education or contact the Microsoft affiliate serving your country. 14 PROOF OF LICENSE. If you acquired the software on a disc or other media, a genuine Microsoft Proof of License label with a genuine copy of the software identifies licensed software. To be valid, this label must appear on Microsoft packaging and may not be transferred separately. If you receive the label separately, it is invalid. You should keep the packaging that has the label on it to prove that you are licensed to use the software. To identify genuine Microsoft software, see www.howtotell.com. 15 TRANSFER TO A THIRD PARTY. The first user of the software may transfer it and this agreement directly to another end user as part of a transfer of the integrated software turnkey application or suite of applications (the “Unified Solution”) delivered to you by or on behalf of the Licensor solely as part of the Unified Solution. Before the transfer, that end user must agree that this agreement applies to the transfer and use of the software. The transfer must include the software and the Proof of License label. The first user may not retain any instances of the software unless that user also retains another license for the software. 16 EXPORT RESTRICTIONS. The software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use. For additional information, see www.microsoft.com/exporting. 17 ENTIRE AGREEMENT. This agreement and the terms for supplements, updates, Internet-based services that you use, are the entire agreement for the software. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 18 LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under the laws of your state or country. You may also have rights with respect to the Licensor from whom you acquired the software. This agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so. 19 NOT FAULT TOLERANT. THE SOFTWARE IS NOT FAULT TOLERANT. LICENSOR HAS INDEPENDENTLY DETERMINED HOW TO USE THE SOFTWARE IN THE INTEGRATED SOFTWARE APPLICATION OR SUITE OF APPLICATIONS THAT IT IS LICENSING TO YOU, AND MICROSOFT HAS RELIED ON LICENSOR TO CONDUCT SUFFICIENT TESTING TO DETERMINE THAT THE SOFTWARE IS SUITABLE FOR SUCH USE. 20 NO WARRANTIES BY MICROSOFT. YOU AGREE THAT IF YOU HAVE RECEIVED ANY WARRANTIES WITH REGARD TO EITHER (A) THE SOFTWARE, OR (B) THE SOFTWARE APPLICATION OR SUITE OF APPLICATIONS WITH WHICH YOU ACQUIRED THE SOFTWARE, THEN THOSE WARRANTIES ARE PROVIDED SOLELY BY THE LICENSOR AND DO NOT ORIGINATE FROM, AND ARE NOT BINDING ON, MICROSOFT. 21 NO LIABILITY OF MICROSOFT FOR CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT SHALL HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE OR THE SOFTWARE APPLICATION OR SUITE OF APPLICATIONS WITH WHICH YOU ACQUIRED THE SOFTWARE, INCLUDING WITHOUT LIMITATION, PENALTIES IMPOSED BY GOVERNMENT. THIS LIMITATION WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL MICROSOFT BE LIABLE FOR ANY AMOUNT IN EXCESS OF TWO HUNDRED FIFTY U.S. DOLLARS (US$250.00). 22 FOR AUSTRALIA ONLY. References to “Limited Warranty” are references to the express warranty provided by Microsoft. This warranty is given in addition to other rights and remedies you may have under law, including your rights and remedies in accordance with the statutory guarantees under the Australian Consumer Law. If the Australian Consumer Law applies to your purchase, the following applies to you: Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 Exhibit 5 - Pass Through Terms for Directories 1. COPYRIGHT NOTICES FOR ADDRESS DIRECTORIES: Country Vendor Copyright Notice Australia Australia Post © Copyright the Australian Postal Corporation 2016. All rights reserved. No part of this document may be reproduced, adapted or transmitted in any form or by any means without the express written permission of Australia Post. All World; Bulgaria; Estonia; Latvia; Lithuania; Poland; Russia; Greece UPU ©UPU, 2015. All rights reserved. The contents of this CD are copyright protected by the UPU. While reproduction of the standards for use by participants in the UPU standards development process is permitted without prior permission from the UPU, neither the standards nor any extract from them may be reproduced, stored or transmitted in any form for any other purpose without prior written permission from the UPU. However, one copy of the CD may be printed and used solely by the individual who purchased the CD as a personal copy. No other copies of the standards may be printed or distributed to others for any other purpose. Requests for permission to reproduce this document for other purposes should be addressed to: Universal Postal Union Standards Programme P.O. Box 312 3000 BERNE 15 SWITZERLAND Tel: + 41 31 350 3111 Fax: + 41 31 350 3110 E-mail: standards@upu.int Austria Österreichische Post Copyright © Österreichische Post AG – All rights reserved. Belgium Bisnode This Bisnode Streetreference file (referred to in the contract as “street” and “neighborhood”) is the exclusive property of Bisnode Belgium NV. You acknowledge that Bisnode Belgium is the owner of all copyrights related to this file, and agree that copyright cannot be disputed . These copyrights concern the file itself , the information contained therein , the derivatives, and the use of documents as the primary documents delivered. Brazil DataMotion Datamotion.com.br © Copyright 2016 Data Motion Tecnologia e Serviços LTDA Canada Canada Post © 2017 Canada Post Corporation DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 China; Mexico; all geocoding directories by HERE HERE © 2017 HERE Czech Rep. Ceska posta © 2016 Česká pošta Denmark Eniro The rights to Eniro's card and other material at krak.dk, dgs.dk and eniro.dk, including copyright and trademark rights, belong to Eniro Danmark (Eniro) and content providers. The contents of krak.dk, dgs.dk and eniro.dk we make available for use in accordance with Eniro's guidelines for this. The fact that we make available the material on krak.dk, dgs.dk and eniro.dk will in no case change the rights to the material unless otherwise expressly stated. Finland Itella © Posti Group Corporation France Mediapost © MEDIAPOST 2017 Germany Deutsche Post Direkt © Deutsche Post Direkt GmbH DATAFACTORY STREETCODE © 2017 Deutsche Post AG Hungary Magyar Posta © 2017 Magyar Posta Zrt. India; Geocoding India MapMyIndia © Copyright 2017. CE Info Systems Pvt. Ltd. All Rights Reserved. Ireland AnPost All content © An Post 2017 Japan MPHPT Copyright (c) 2008 Ministry of Internal Affairs and Communications All Rights Reserved. Luxemburg Post Luxemburg © POST Group 2017 NCOA; US National Dir. AIS Main Contract; USPS Cert. Addr. LacsLink; USPS Cert. Addr. DPV; USPS Cert. Addr. Suite Link USPS Copyright © 2017 USPS. All Rights Reserved Netherlands Cendris Unless expressly otherwise agreed between the Parties, the intellectual property rights (including any copyrights) to all products made available to the client under an agreement (including any software, data and databases) will remain in the possession of PostNL Data Solutions and will not be transferred to the client. New Zealand New Zealand Post This document and the information in it is restricted, confidential and proprietary to New Zealand Post, and shall not be used or reproduced for any purpose except with the written consent of New Zealand Post. © NZ POST - Commercial In Confidence © New Zealand Post 2017 DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 Norway Bring Copyright © Posten Norge AS Portugal CTT © 2017 CTT Singapore; Taiwan; Turkey; all Geocoding directories by TomTom TomTom Copyright © 2017 TomTom International BV. All rights reserved. Slovakia Slovenska POSTA © 2017 Slovenská pošta Slovenska Posta, a. s. Partizanska cesta c.9 975 99 Banska Bystrica 1 Spain DeyDe ® 2016 DEYDE Calidad de Datos. All rights reserved. Sweden Postnummernservice © 2005-2017 POSTNUMMERSERVICE NORDEN ALL RIGHTS RESERVED Switzerland Schweizerische Post © 2017 Die Schweizerische Post AG UK Royal Mail © Royal Mail Group Ltd 2017. All rights reserved 2. AUSTRALIA ADDRESS DIRECTORY (AUSTRALIAN POSTAL CORPORATION): 1 Interpretation 1.1 Definitions “Agreement” means this agreement for the supply and license of the Solution to the End User, and includes the Schedules. “Australia Post” means the Australian Postal Corporation, including, where permitted by context, all of the Australia Post’s officers, employees, agents and contractors. “Business Day” means a day other than a Saturday, Sunday or gazetted public holiday in Victoria, Australia or an Australia Post authorised holiday. “Claim” means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent, whether at Law, in equity, under statute or otherwise. “Corporate Group” means a group of Single Legal Entities consisting of the Corporate Group Owner and up to nine nominated Subsidiaries (as defined in the Corporates Act) of the Corporate Group Owner. “Corporate Group Owner” means a Single Legal Entity that is the Holding Company (as defined in the Corporations Act) of each of the other entities of the Corporate Group. “Corporations Act” means the Corporations Act 2001 (Cth). “End User” means a Single Legal Entity or Corporate Group Owner authorised to use the Solution granted by the Licensor in accordance with this Agreement. “Intellectual Property Rights” means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trademarks, know-how, confidential information, patents, inventions, domain names and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967. “Loss” means any damage, loss, cost and expense (including legal and other professional advisors’ costs and expenses) suffered by a party. “Material Term” means clauses 3.1c), 3.1d) and 4 of this Agreement. “Permitted Purpose” means the permitted purpose as defined in the relevant Schedule. “Personal Information” has the meaning given in the Privacy Act 1988 (Cth) (as amended). “Australia Post Data” means each data set which is supplied and licensed to the Licensor by Australia Post, and licensed by the Licensor to the End User, as specified in each Schedule. “Privacy Law” means all Commonwealth, State and Territory legislation, principles, industry codes and policies relating to the collection, use, disclosure, storage or granting of access rights to the Personal Information including, but not limited to the Privacy Act 1988 (as amended from time to time). “Prohibited Purpose” means each of the prohibited purposes as defined in the relevant Schedule. “Related Body Corporate” has the meaning in the Corporations Act. “Representative” of a party includes an employee, agent, officer, director, adviser, contractor or sub-contractor of that party or of a Related Body Corporate of that party. “Single Legal Entity” DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 means an individual person, body corporate or other legal entity and for the purposes of the government means an individual Agency as defined under the Financial Management and Accountability Act 1997 or an individual Commonwealth authority or company under the Commonwealth Authorities and Companies Act 1997. “Solution” means the Licensor’s solution (including software, products and / or services) which incorporates, reproduces, embodies or utilises the Australia Post Data or its derivative works, and licensed to the End User under this End User Agreement. “Subsidiary” has the meaning given in the Corporations Act. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 2 Licence 2.1 Licensor grants to the End User a non-exclusive, non-transferable, revocable licence for the term of this Agreement to use the Solution solely for the Permitted Purposes in respect of each applicable Schedule in accordance with the terms and conditions set out in this Agreement and the applicable Schedule, subject to any conditions and restrictions specified in the Permitted Purpose. 2.2 If a Schedule includes other terms and conditions, then those terms and conditions will apply, but only in respect of that Schedule. 2.3 Any rights not specifically granted to the End User under this Agreement are reserved to the extent permitted by law. Without limiting the previous sentence, the End User must not use the Solution for any Prohibited Purpose. To the extent that a particular purpose falls within the definition of both a Permitted Purpose and a Prohibited Purpose in a Schedule, such purpose is considered a Prohibited Purpose for the purposes of that Schedule. 2.4 For the avoidance of doubt, the End User shall not: a) reproduce, copy, modify, amend, assign, distribute, transfer, sub-license, reverse assemble or reverse compile, merge or otherwise deal with, exploit or commercialise the whole or any part of the Australia Post Data (or directly or indirectly allow or cause a third party to do the same) including by using the Australia Post Data to derive other solutions (including software, products and/or services) unless expressly stated otherwise in this Agreement; and b) create a Product (as defined below) or other derivative works from the Australia Post Data to commercialise as their own, unless that Product is solely for one of the End User’s Permitted Purpose. "Product" means anything produced by End User which consists of, incorporates or is created using any part of the Australia Post Data and which may be produced in any form, including any device, solution, software or database and which may be in written form or produced electronically. 2.5 This clause 2 (and the Prohibited Purposes) do not prevent the End User from disclosing Australia Post Data to the extent that it is required by law to disclose the Australia Post Data, provided that the End User use all reasonable and legal means to minimise the extent of disclosure, and require the recipient to keep the Australia Post Data confidential. 3 Warranties and Acknowledgements 3.1 The End User represents and warrants that: a) it has full capacity, power and authority to enter into this Agreement; b) it will fully and completely comply with all of the terms and conditions of this Agreement); c) it will only use the Solution for the Permitted Purposes and in accordance with the terms and conditions set out in this Agreement; d) it will not use the Solution for any Prohibited Purpose; e) it will not make any representation, statement or promise in respect of Australia Post, and has no authority to do so; and f) it has not relied on any representation made by Australia Post in entering into the Agreement. 3.2 Without limiting clause 3.1, the End User acknowledges and agrees that, to the extent permitted by law: a) Australia Post does not make any representation or warranty as to the accuracy, content, completeness or operation of the Australia Post Data or to them being virus free; b) the Australia Post Data is not complete and it may contain errors; and c) the Australia Post Data may include data sourced from third parties. The End User agrees to comply with any third party terms and conditions which the End User is notified apply to the third party data referenced in this Agreement. 4 Confidentiality and Security 4.1 The End User must ensure that while the Solution is in its possession or control: a) it provides proper and secure storage for the Solution; and b) use the same level of security to protect the Solution that it uses to protect its own confidential information (but no less than the level of security a reasonable person would take to protect the confidential information); c) it takes all reasonable steps to ensure that the Solution is protected at all times from unauthorised access, misuse, damage or destruction. 4.2 The provisions of clause 4 apply to all forms of media upon which the Solution is kept or transmitted. 4.3 The End User will ensure that all copies of the Solution are dealt with in accordance with the Licensor’s or Australia Post’s reasonable directions. 4.4 This clause 4 will survive termination or expiry of the Agreement. 5 Privacy 5.1 The parties acknowledge that while the Solution may not, on its own, constitute Personal Information, its use may result in the identity of individuals being reasonably ascertainable. 5.2 The End User agrees: a) that it is responsible for ensuring that its exercise of rights under this Agreement and the use of the Solution do not infringe any Privacy Law; b) to use or disclose Personal Information obtained during the course of this Agreement only for the purposes of this Agreement; c) to take all reasonable measures to ensure that Personal Information in its possession or control in connection with this Agreement is protected against loss and unauthorised access, use, modification, or disclosure; d) not to do any act or engage in any practice that would breach any Privacy Law; e) to immediately notify the Licensor if the End User becomes aware of a breach or possible breach of any of the obligations contained in, or referred to in, this clause whether by the End User, its Related Body Corporate or any of its Representatives; f) to cooperate with any reasonable demands or inquiries made by Australia Post on the basis of the exercise of the functions of the Office of the Australian Information Commissioner (OAIC) under Privacy Law or the Postal Industry Ombudsman under the Australian Postal Corporation Act 1989; g) to ensure that any person who has access to any Personal Information is made aware of, and undertakes in writing, to observe Privacy Law and other obligations referred to in this clause; h) to comply, as far as practicable, with any policy guidelines issued by the OAIC from time to time relating to the handling of Personal Information; and i) to comply with any direction given by Australia Post to observe any recommendation of the OAIC or the Postal Industry Ombudsman relating to acts or practices of the End User that the OAIC or the Postal Industry Ombudsman consider to be in breach of the obligations in this clause. 5.3 This clause 5 will survive termination or expiry of the Agreement. 6 Intellectual Property Rights 6.1 The End User agrees that all Intellectual Property Rights in the Australia Post Data are and shall remain the sole property of Australia Post or its licensors. 6.2 The End User must notify the Licensor as soon as practicable if it becomes aware of any actual, suspected or anticipated infringement of Intellectual Property Rights in the Solution or in the Australia Post Data. 6.3 The End User must render all reasonable assistance to the Licensor and/or Australia Post in relation to any actual, suspected or anticipated infringement referred to in clause 6.2. 6.4 If a third party makes a Claim against the End User alleging that the Solution infringes the Intellectual Property Rights of the third party, the End User must immediately allow the Licensor (or Australia Post, if Australia Post directs) the right to control the defence of the claim and any related settlement negotiations. 6.5 This clause 6 will survive termination or expiry of the Agreement. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 7 Audit 7.1 End User shall provide Australia Post and/or its agents reasonable accompanied access upon reasonable prior notice, during 9am and 5pm on a Business Day, to its premises, accounts and records relevant to the Agreement, for the purpose of verifying and monitoring the End User’s obligations under the Agreement (the “Audit”) and shall provide all reasonable cooperation and assistance in relation to the Audit. 7.2 If it is identified (through the Audit or otherwise) that the End User has not complied with an obligation under this Agreement, then without limiting any other rights or remedies, upon the request of Licensor, the End User will promptly take all necessary steps to rectify and / or remedy such non-compliance. 7.3 The cost of any Audit carried out under clause 7.1 shall be borne by Australia Post unless the Audit reveals a material breach by the End User of its obligation under this Agreement, in which case Australia Post shall be entitled to be reimbursed by the End User for all reasonable costs of the Audit (including any agent’s fees) and the End User shall so reimburse Australia Post within twenty (20) Business Days of such request. 7.4 For the avoidance of doubt, a “material breach” for the purposes of this clause 7 includes, without limitation, any breach of clause 6 in respect of Australia Post’s Intellectual Property Rights, or any breach of this Agreement. 7.5 Where the End User does not grant access to Australia Post and/or any of its agents for the purposes of an Audit in accordance with this clause 7 then the End User must pay Australia Post all reasonable costs incurred by Australia Post in connection with such attempted Audit within twenty (20) Business Days of the date of Australia Post’s invoice in respect of the same, and Australia Post may by written notice immediately suspend the supply and the End User’s use of the Solution. 8 Liability Australia Post not liable 8.1 To the extent permitted by law, Australia Post is not liable to the End User for any Claim or Loss whatsoever suffered, or that may be suffered as a result of or in connection with this Agreement, and the End User releases Australia Post irrevocably releases and discharges Australia Post from all such Claims and Losses. 8.2 Clause 8.1 will not apply to any Claim or Loss suffered by the End User arising out of any fraud or wilful misconduct of Australia Post. 8.3 Without limiting clause 8.1, to the extent permitted by law, Australia Post will not be liable to the End User for any loss of profit, revenue or business, indirect, consequential, special or incidental Loss suffered or incurred by the End User arising out of or in connection with this Agreement, whether in contract, tort, equity or otherwise. This exclusion applies even if those Losses may reasonably be supposed to have been in contemplation of both parties as a probable result of any breach at the time they entered into this Agreement. Indemnity 8.4 The End User must defend and indemnify each of the Licensor and Australia Post and its Representatives (those indemnified) from and against all Losses suffered or incurred by and of those indemnified to the extent that those Losses are suffered as a result of, whether directly or indirectly, of: a) any breach of a Material Term by the End User or its Representatives; b) any unlawful act by the End User or its Representative in connection with this Agreement; c) any illness, injury or death to any person arising out of or in connection with the performance of this Agreement to the extent caused or contributed to by the negligent or wrongful act or omission of the End User or its Representative; or d) any loss or damage to any property of any person, arising out of or in connection with the performance of this Agreement to the extent caused or contributed to by the negligent or wrongful act or omission of the End User or its Representative, except to the extent that the Loss is directly caused by the negligence, fraud or wilful misconduct or wrongful act or omission of those indemnified. 8.5 This clause 8 will survive termination or expiry of the Agreement. 9 Suspension and Termination 9.1 The Licensor may limit, suspend or terminate the End User’s rights under this Agreement at any time upon notice when, and for the duration of the period during which: a) the End User contravenes (or is believed on reasonable grounds to be in possible contravention of) any law of the Commonwealth or of a State or Territory; b) the End User breaches the terms of the Agreement and the breach is not remedied within 14 days after receipt of notice from the Licensor specifying the breach and its intention to terminate the Agreement by reason of such breach; or c) the End User commits a material breach of the Agreement which is not capable of remedy; or d) in the reasonable opinion of the Licensor, the End User is acting in a manner or providing a Solution which has the effect or potential to damage the reputation of Australia Post which is not remedied within 14 days after receipt of notice from Australia Post or the Licensor specifying the issues; or e) the licensed right granted by Australia Post to the Licensor for the licensing of the Australia Post Data has been suspended or terminated. 9.2 The End User acknowledges that the Licensor may exercise its rights under clause 9.1 in accordance with the directions of Australia Post. 9.3 The termination, surrender or expiry of this Agreement for any reason will not extinguish or otherwise affect: a) any rights of either party against the other which accrued before the termination, surrender or expiry and which remain unsatisfied; or b) any other provisions of this Agreement which are expressly stated to, or which by their nature, survive termination, surrender or expiry of this Agreement. 9.4 If this Agreement is surrendered, terminated or expires, for any reason whatsoever, then the following provision of this clause will apply notwithstanding such surrender, termination or expiry the End User must cease using the Solution and the Australia Post Data and undertakes that it will destroy all copies, reproductions or adaptations of the Solution and Australia Post Data, or any part thereof made, held or controlled by it and, promptly upon written request from the Licensor, deliver a statutory declaration sworn by an authorised representative of the End User confirming that all copies, reproductions or adaptations of the Solution and Australia Post Data, and any part thereof, have been destroyed. 10 Variation 10.1 Pursuant to the agreement between the Licensor and Australia Post under which the Licensor is granted a licence to the Australia Post Data, Australia Post reserves the right to vary the terms of that agreement from time to time in certain circumstances. To the extent that those variations require a corresponding variation to the terms of this Agreement, the Licensor may do so, provided that the Licensor gives the End User reasonable prior written notice of such variation (having regard to the period of notice received by the Licensor). The End User undertakes to do all things (including executing and entering into such amendment or restatement deed) as reasonably required by the Licensor to formalise and give effect to any and all variations made by the Licensor under this clause 10.1. 11 Changes in Legislation 11.1 Notwithstanding any other provision of this Agreement, the End User acknowledges and agrees that Australia Post and / or the Licensor must comply with any future legislation and / or Government policy which imposes binding restrictions or limitations on Australia Post’s or the Licensor’s use of the Australia Post Data, including any restrictions or limitations relating to the supply of Australia Post Data or elements thereof to any person, and the terms of this Agreement, and the End User’s agreements with any other parties, will be varied accordingly. 12 Corporate Group Owner 12.1 This clause 12 applies if the End User is a Corporate Group Owner. 12.2 The Corporate Group for the purposes of this Agreement consists of entities identified in writing as Corporate Group entities. Licensee to identify the entities (up to 10 in total, including the Corporate Group Owner) forming the Corporate Group. 12.3 The End User must ensure, and warrants that: a) each entity of the Corporate Group is a Subsidiary of the End User at all times during the term of this Agreement; and DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 b) each entity of the Corporate Group is a Single Legal Entity. 12.4 The End User may permit any or all members of the Corporate Group to enjoy the benefit of the licence granted to the End User under clause 2, subject to the following conditions: a) the End User must ensure that all of the Corporate Group members comply with this Agreement, and do not do or omit to do anything that, if done by the End User, would be a breach of this Agreement; b) the End User is responsible for all acts and omissions of the Corporate Group members as if they were acts and omissions of the End User; and c) all uses of the Solution and Australia Post Data by the Corporate Group members are deemed to be uses by the End User. 13 Relationship with Australia Post a) the Licensor holds the benefit of all of the provisions of this Agreement that refer to Australia Post on trust for the benefit of itself and Australia Post, and the Licensor may reasonably enforce those provisions on behalf of Australia Post. 14 General 14.1 The End User shall not, without the Licensor’s prior written consent which may be provided or withheld in its absolute discretion, assign or sub- contract any of its rights and obligations under this Agreement. 14.2 The Licensor holds the benefit of all of the provisions of this Agreement that refer to Australia Post on trust for the benefit of itself and Australia Post, and the Licensor may enforce those provisions on behalf of Australia Post. The Agreement is governed by the law in Victoria, Australia and each party submits to the non-exclusive jurisdiction of the courts of Victoria, Australia and courts of appeal from them. 3. AUSTRIA ADDRESS DIRECTORY (ÖSTERREICHISCHE POST): This product cannot be used by Licensees who conduct business in address publishing and service providing. Licensees are only allowed to use the product for own internal purposes. This product cannot be used by Licensees who conduct business in address publishing and service providing. If a Licensee conducts business in that area, Licensee is responsible for obtaining a valid license directly from the provider. Licensees are only allowed to use the product for own internal validation purposes. Licensees are not allowed to use the data to provide any services to any other legal entity. If Licensee wishes to provide services to any other legal entity, Licensee is responsible for obtaining a valid license directly from the provider. Any use within another legal entity requires a separate license. “Internet Application Use” shall mean the use of the Software Products at End User’s site being accessible by third parties. Such accessible to third parties is restricted to End User’s own internal business purposes. “Offline Use” shall mean the use by End User as on premise business model. 4. CANADA (CANADA POST) 1. Licensee acknowledges that under the Agreement of which this Software Use Rights document Exhibit 5 forms an integral part (hereinafter referred to as the "Agreement"), Licensee has been licensed to use SAP's product, Authorized Value Added Products, as the base for developing a further enhanced value-added product (the "Enhanced Value-added Product") for the purposes of (a) sublicensing the Enhanced Value-added Product to users who shall have no further sublicensing or distribution rights, or (b) providing value-added services using the Enhanced Value-added Product that cannot be provided by Authorized Value Added Products, or both (a) and (b). Licensee further acknowledges that the data components of Authorized Value Added Products, or the data in the files required in order to use Authorized Value Added Products, were acquired by SAP from third parties and that, relative to those third party data suppliers, SAP is a licensee and Licensee is a sublicensee (hereinafter such data components or data files referred to as the "Licensed Content"). One such third party supplier is Canada Post Corporation ("Canada Post") who has granted SAP certain rights with respect to certain Canada Post Data (the "CP Licensed Data") under which SAP may include the CP Licensed Data, in whole or in part, in the Licensed Content and distribute the same to its sublicensees of the Enhanced Value-added Product subject to the sublicensee's (in this case Licensee's) prior agreement to the terms and conditions set out in these Minimum Protective Terms. 2. Licensee acknowledges that Canada Post is the owner of the copyright in the Canada Post Data. Licensee acknowledges that it is only licensed to use the CP Licensed Data in conjunction with Authorized Value Added Products and the Enhanced Value-added Product. Licensee acknowledges that it may only grant rights to third parties to use the CP Licensed Product in conjunction with the Enhanced Value-added Product. Without limiting the generality of the preceding sentence, Licensee has no right to distribute any CP Licensed Data on a stand-alone basis or for the purposes of use with any product other than the Enhanced Value-added Product. 3. Licensee acknowledges, and agrees to provide notice to parties to whom it distributes the Enhanced Value-added Product, that the damages that Canada Post may incur as a result of parties using out-of-date data for mail preparation include costs that Canada Post will incur in processing and delivering that mail. Such costs include, but are not limited to, the costs incurred by Canada Post (i) for the manual readdressing and resorting of mail that was diverted from the normal automated mail processing stream because it was addressed with an invalid address, or the Postal CodeOM element of the address was invalid, or (ii) if the mail was delivered to the wrong address as a result of having been addressed with an invalid address, or as a result of the Postal CodeOM element of the address being invalid, the cost of the original sorting, processing and delivery of the mail as well as the extra costs incurred for the manual readdressing and resorting of the mail. (Postal Code is an official mark of Canada Post.) 4. In order to reduce the risk of Canada Post suffering damages as a result of out-of-date data being used for mail preparation and given that CP Licensed Data will be distributed as a component of the Licensed Content, Licensee agrees (a) not to distribute the Licensed Content until after Licensee has put in place safeguards to reduce the risk of "data scraping” or “bulk downloads of data"; Licensee agrees to keep abreast of developments in technology and to update the safeguards in place to further reduce such risks as improved technology becomes available from time to time, and (b) to ensure that the parties to whom the CP Licensed Data is distributed, whether as a component of the Enhanced Value-added Product or as a, or component of a, data file, to be used in conjunction with an Enhanced Value-added Product, are informed that the same is not to be used for mail preparation purposes and that this prohibition applies, without limitation, to each of the following: (i) addressing mail; (ii) presorting addressed mail; (iii) preparing unaddressed mail by householder count for delivery. 5. Licensee also acknowledges that if it develops any product that uses data for which the original source of that data is Canada Post, which product is intended to be used for any of the purposes listed in clause 4(b)(i), (ii) or (iii), Licensee has no right to use or distribute such a product or to offer any services in relation to such a product unless Licensee has a then current right to do so under a written agreement signed by both Licensee and Canada Post. 6. Licensee agrees to include (a) in the hard copy or electronic copy of the license agreements, which Licensee represents will accompany all copies of the Enhanced Value- added Product and of the Licensed Content distributed by Licensee that contain CP Licensed Data, and (b) on the start-up screen of the Enhanced Value-added Product and in the terms and conditions of use posted on any website by which a user may access the Enhanced Value-added Product, DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 a notice stating that the Enhanced Value-added Product contains data copied under license from Canada Post Corporation and indicating the date of the Canada Post Corporation data file (or the date of the earliest Canada Post Corporation data file, if more than one) from which the data was copied. Where the language of the Licensee product or service is French, Licensee shall use the French version of the pro forma notice that is set out further on below, but if the product or service is in a language other than English or French, Licensee shall include the equivalent notice but in the relevant language. Each such notice shall be tailored with the appropriate information by replacing the "[Insert...]"/ « [Indiquez...] » « [Insérez...] » instructions with the information contemplated: "This [Insert appropriate reference to medium, i.e. diskette, tape, etc.] contains data copied under license from Canada Post Corporation. The Canada Post Corporation file from which this data was copied is dated [Insert date]." French version of the pro forma notice "[Indiquez le support approprié, c'est-à-dire «Cette disquette», « Cette bande magnétique», etc.] contient des données qui ont été reproduites avec l'autorisation de la Société canadienne des postes. Le fichier de la Société canadienne des postes d'où proviennent ces données est daté du [Insérez la date]." 7. Licensee acknowledges that the CP Licensed Data is licensed to Licensee on an "as is" basis and that Canada Post makes no guarantees, representations or warranties respecting the CP Licensed Data, either expressed or implied, arising by law or otherwise, including but not limited to, effectiveness, completeness, accuracy or fitness for a particular purpose. Licensee will include a provision in its terms of use requiring a user of the CP Licensed Data to acknowledge that the CP Licensed Data is licensed on an "as is" basis and that Canada Post makes no guarantees, representations or warranties respecting the CP Licensed Data, either expressed or implied, arising by law or otherwise, including but not limited to, effectiveness, completeness, accuracy or fitness for a particular purpose. 8. Neither SAP nor Canada Post shall be liable in respect of any claims whatsoever alleging any loss, injury or damages, direct or indirect, which may result from Licensee's, or any of its user's, possession or use of the CP Licensed Data. Neither SAP nor Canada Post shall be liable in any way for loss of revenue or contracts, or any other consequential loss of any kind resulting from any defect in the CP Licensed Data. 9. Licensee shall indemnify Canada Post and its officers, employees and agents from all claims whatsoever alleging loss, costs, expenses, damages or injuries (including injuries resulting in death) arising out of Licensee's possession or use of the Licensed Content. Licensee will include a provision in its terms of use requiring a user of the CP Licensed Data to indemnify Canada Post and its officers, employees and agents from all claims whatsoever alleging loss, costs, expenses, damages or injuries (including injuries resulting in death) arising out of such user’s possession or use of the CP Licensed Data. 5. FINLAND Service Description and Terms of Use for Finland POSTAL CODE SERVICES provided through Itella Effective: January 1, 2013 1. SERVICES The services consist of the postal code system and basic and changed information contained by domestic address files in a fixed format. 2. TERMS OF USE FOR THE SERVICES The following terms of use for the service apply. 2.1 USING THE SERVICES The information provided is always based on the information included in Itella’s postal code system. The system data is based on information provided for Itella by municipalities and postal code information updated by Itella. Itella does not check the information received from municipalities. Itella delivers the information available to self-service channels. 2.2 THE CUSTOMER’S RESPONSIBILITIES The customer is responsible for retrieving the postal code material, unpacking packaged files, handling and using the material, and updating its systems. The customer is responsible for ensuring that, upon any disclosure of the material to third parties, the recipient also receives the updated service description and terms of use. 2.3 ITELLA’S RESPONSIBILITIES Itella is responsible for offering updated information available for retrieval on time as set out in the service description, unless otherwise stated later in this section. Itella is not responsible for damage caused by delayed, altered, or lost data due to equipment failure, communications or system disruptions, or other similar reasons. Itella does not guarantee that the information is fully faultless. There may be errors in the information caused by recurring changes or the party reporting the changes. Itella is not responsible for errors in information that were not caused by Itella’s negligence. Itella is not responsible for any information user obligations towards third parties. Itella is not responsible for the uninterrupted availability of service channels or the updating frequency of the information. 2.4 LIMITATION OF THE SERVICES In the services, information about Åland Islands is only at a postal code level without any street data. The services contain information about public postal codes. 6. GERMANY ADDRESS DIRECTORY (DEUTSCHE POST DIREKT): Licensees are not allowed to use the data to provide any services to any other third party. Licensees are especially not allowed to distribute the product any further. Licensees are only allowed to use the data for own internal validation purposes. Licensees are not allowed to use the data to provide any services to any other legal entity. If Licensee wishes to provide services to any other legal entity, Licensee is responsible for obtaining a valid license directly from the provider. Any use within another legal entity requires a separate license. Licensees are not allowed to distribute the product any further. 7. HERE MAP DATA BY HERE (HERE): The data (“Data”) is provided for Licensee’s internal use only and not for resale. It is protected by copyright, and is subject to the following terms and conditions which are agreed to by you, on the one hand, HERE and HERE Suppliers on the other hand. © 2008 HERE. All rights reserved. The Data for areas of Canada includes information taken with permission from Canadian authorities, including: © Her Majesty the Queen in Right of Canada, © Queen's Printer for Ontario, © Canada Post Corporation, GeoBase© Department of Natural Resources Canada HERE holds a non-exclusive license from the United States Postal Service® to publish and sell ZIP+4® information. ©United States Postal Service® 2008. Prices are not established, controlled or approved by the United States Postal Service®. The following trademarks and registrations are owned by the USPS: United States Postal Service, USPS, and ZIP+4. Scope of Use. Licensee agrees to use this Data together with SAP Applications solely for your internal business operations purposes for which Licensee was licensed, and not for service bureau, time-sharing or other similar purposes. Accordingly, but subject to the restrictions set forth in the following paragraphs, Licensee may copy this Data only as necessary for Licensee’s business use to (i) view it, and (ii) save it, provided that Licensee does not remove any copyright notices that appear and do not modify the Data in any way. Licensee agrees not to otherwise reproduce copy, modify, decompile, disassemble or reverse engineer DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 any portion of this Data, and may not transfer or distribute it in any form except to your affiliates, for any purpose, except to the extent permitted by mandatory laws. Multi-disc sets may only be transferred or sold as a complete set as provided by SAP and not as a subset thereof. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 Restrictions. Except where Licensee has been specifically licensed to do so by SAP, and without limiting the preceding paragraph, Licensee may not (a) use this Data with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless-connected electronic or computer devices, including without limitation cellular phones, palmtop and handheld computers, pagers, and personal digital assistants or PDAs. Warning. The Data may contain inaccurate or incomplete information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results. No Warranty. This Data is provided to you “as is,” and Licensee agrees to use it at its own risk. HERE and HERE SUPPLIERS make no guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to be obtained from this Data, or that the Data or server will be uninterrupted or error-free. Disclaimer of Warranty: HERE and HERE SUPPLIERS DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Some States, Territories and Countries do not allow certain warranty exclusions, so to that extent the above exclusion may not apply to you. Disclaimer of Liability: HERE and HERE SUPPLIERS SHALL NOT BE LIABLE: IN RESPECT OF ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE USE OR POSSESSION OF THE INFORMATION; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF LICENCEE’s USE OF OR INABILITY TO USE THIS INFORMATION, ANY DEFECT IN THE INFORMATION, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF CLIENT OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some States, Territories and Countries do not allow certain liability exclusions or damages limitations, so to that extent the above may not apply to Licensee. Indemnification: Licensee shall indemnify and save harmless HERE and HERE Suppliers, including Her Majesty The Queen, The Canada Post and the Department of Natural Resources Canada, and their officers, employees and agent: from and against any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action, alleging loss, costs, expenses, damages or injuries (including injuries resulting in death) arising out of the use or possession of the data or the Data. Government End Users. If the Data is being acquired by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government, the Data is a “commercial item” as that term is defined at 48 C.F.R. (“FAR”) 2.101, is licensed in accordance with these Pass Through Terms, and each copy of Data delivered or otherwise furnished shall be marked and embedded as appropriate with the following “Notice of Use,” and shall be treated in accordance with such Notice: Notice of Use Contractor (Manufacturer/ Supplier) Name: HERE Contractor (Manufacturer/Supplier) Address: 425 W. Randolph Street, Chicago, Illinois 60606 This Data is a commercial item as defined in FAR 2.101 and is subject to these End-User Term under which this Data was provided. © 2008 HERE – All rights reserved. The Data may include or reflect data of licensors, including Her Majesty, Canada Post and the Department of Natural Resources Canada. Such data is licensed on an "as is" basis. The licensors, including Her Majesty, Canada Post and the Department of Natural Resources Canada, make no guarantees, representations or warranties respecting such data, either express or implied, arising bylaw or otherwise, including but not limited to, effectiveness, completeness, accuracy or fitness for a particular purpose. The licensors, including Her Majesty, Canada Post and the Department of Natural Resources Canada, shall not be liable in respect of any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action alleging any loss, injury or damages, direct or indirect, which may result from the use or possession of the data or the Data. The licensors, including Her Majesty, Canada Post and the Department of Natural Resources Canada, shall not be liable in any way for loss of revenues or contracts, or any other consequential loss of any kind resulting from any defect in the data or the Data. End User shall indemnify and save harmless the licensors, including Her Majesty the Queen, the Canada Post and the Department of Natural Resources Canada, and their officers, employees and agents from and against any claim, demand or action, irrespective of the nature of the cause of the claim, demand or action, alleging loss, costs, expenses, damages or injuries (including injuries resulting in death) arising out of the use or possession of the data or the Data. If Data for additional countries is included or distributed in connection with software products of SAP, or if Licensee uses data from relevant countries the following supplier terms/copyright notices shall be included in the Licensee Terms as applicable: Territory Notice Australia ”Copyright. Based on data provided under license from PSMA Australia Limited (www.psma.com.au).“ Austria “© Bundesamt für Eich- und Vermessungswesen” Croatia, Cyprus, Estonia, Latvia, “© EuroGeographics” Lithuania, Moldova, Poland, Slovenia and/or Ukraine France The following notice must appear on all copies of the Data, and may also appear on packaging: “source: © IGN 2009 – BD TOPO ®” Germany “Die Grundlagendaten wurden mit Genehmigung der zuständigen Behörden entnommen” or “Die Grundlagendaten wurden mit Genehmigung der zustaendigen Behoerden entnommen.” Great Britain “Based upon Crown Copyright material.” Greece “Copyright Geomatics Ltd.” Hungary “Copyright © 2003; Top-Map Ltd.” DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 Italy “La Banca Dati Italiana è stata prodotta usando quale riferimento anche cartografia numerica ed al tratto prodotta e fornita dalla Regione Toscana.” Norway “Copyright © 2000; Norwegian Mapping Authority” Portugal “Source: IgeoE – Portugal” Spain “Información geográfica propiedad del CNIG” Sweden “Based upon electronic data National Land Survey Sweden.” Switzerland “Topografische Grundlage: Bundesamt für Landestopographie.“ 8. MEXICO: The terms and conditions of the data provider HERE listed under Section 7 of this Exhibit 5, “HERE map data by HERE (HERE)” apply as Pass Through Terms for the Directory of Mexico. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 9. NETHERLANDS (CENDRIS): For the purposes of these Netherlands Address Directory third party pass-through terms, “End User” or Corporate End User” shall mean the purchaser of the Package (whether directly through an SAP company or through a reseller), being the legal entity that enters into a software license agreement with an SAP company or a reseller for its own internal use and/or its Affiliates internal use of the Package; “Postcode Table and Supplementary Products” shall mean the file with all the cities/towns, streets and postcodes in the Netherlands, along with the corresponding house numbers or series of house numbers; and “Additional Products” shall mean products supporting the use of the Postcode Table. End User is only permitted to use the Package for internal use. End User is not permitted to deliver the Postcode and Address File and/or Additional Products (irrespective of whether they are integrated into the Package) to third parties. 10. NEW ZEALAND (NEW ZEALAND POST): This section contains the terms and conditions specified by New Zealand Post in respect of use of New Zealand Post’s Postal Address File as part of the software supplied to you by SAP. Definitions used in this section apply exclusively to this section. In the case of conflict between the defined terms in this section and defined terms in the main body of the Use Rights document, the defined terms in this section shall take precedence solely in relation to use of New Zealand Post’s Postal Address File. Definitions In this section: Data means the Postal Address File, as more particularly described at www.nzpost.co.nz/sendright, as such description is amended from time to time. Documentation means any user and technical documentation supplied by New Zealand Post with the Data to enable SAP, End Users or any of their personnel to use the Data, and any confidential information of New Zealand Post. End User means any person to whom Data is permitted to be distributed, sold or made available by SAP. Intellectual Property Rights includes copyright and all rights conferred under statute, common law or equity in relation to inventions (including patents), registered or unregistered trade marks, registered or unregistered designs, circuit layouts, databases, confidential information, know-how, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields anywhere in the world, together with all right, interest or licence in or to any of the foregoing. Incorporated Software means the software providing the address data services supplied to the End User by SAP which incorporates the Data. Licensor means New Zealand Post Limited, at Wellington NZ. i. The End User (and any of its agents and sub-contractors) may only use Data in accordance with the terms of this section, for the End User’s internal purposes, and only as part of or in combination with the Incorporated Software and/or any related services provided to it by SAP. The End User must procure that any agents or sub- contractors to whom the Data is provided comply with the terms of this Agreement. ii. The End User agrees that the Data and the Documentation and all Intellectual Property Rights and other rights in the Data and the Documentation from time to time remain the property of New Zealand Post and its licensors (as the case may be). iii. The End User must not remove or tamper with any disclaimer or copyright notice attached to or used in relation to Data. iv. The End User has no right to use any of the trade marks, business names or logos of New Zealand Post unless expressly stated otherwise in any sub-licence granted to the End User by the SAP within the terms of any licence granted by New Zealand Post to SAP. v. The End User must not at any time (a) copy, reproduce, publish, sell, let, modify, extract or otherwise part with possession of the whole or any part of the Data or relay or disseminate the same to any other party; (b) other than as permitted under (i) above, provide the Data to (or allow the provision of the Data to, or access to the Data of) any agents or sub-contractors of the End User without the prior written consent of New Zealand Post; or (c) sub-license all or any part of the Data to any person, or purport or attempt to do so, in each case, unless expressly permitted otherwise by New Zealand Post in writing. vi. The End User may make a reasonable number of back-up copies of the Data for security purposes. The End User may only use such back-up copies for archive retention and retrieval purposes, and only during the term of the licence. vii. If any licence under which a third party grants to New Zealand Post the right to incorporate the third party’s material in the Data is terminated, the licence to the End User in respect of that material terminates and the End User must, at New Zealand Post’s request, remove the same material from any copies of any Data held by the End User within 90 days. viii. The End User must not make any statement or claim relating to the Data being approved, recommended or endorsed by New Zealand Post or do anything similar or imply that such is the case, unless New Zealand Post has expressly given its prior written consent to the form and content of such claim. ix. The End User must comply with the requirements of the Privacy Act 1993 and any other applicable law or regulations relevant to its possession or use of Data. x. The End User must ensure that its personnel, agents and sub-contractors comply with the above terms as if they were SAP. xi. The End User acknowledges that New Zealand Post has made no warranty that the Data will be free from errors, omissions, inaccuracies, viruses or other destructive code, or that the Data will be fit for the End User’s purpose or for use in any specific technical environment. xii. On receipt of an update to any Data (including as part of any update of the Incorporated Software) (such updates each being an “Update”), the End User must as soon as practicable cease use of any previous version of the Data (and must in any event cease such use by the end of the term of the licence) and commence use of the Update. xiii. The End User’s right to use each Update shall terminate six months after the date on which such Update was released by New Zealand Post. Early termination of SAP’s licence from New Zealand Post shall not affect the End User’s right to use any Data provided that such early termination was not caused by or connected with any act or omission of the End User. xiv. The End User must keep the confidential information of New Zealand Post, including the Data, confidential. xv. The End User acknowledges and agrees that Land Information New Zealand (“LINZ”) and the Crown hold absolutely and exclusively certain material which has been licensed to New Zealand Post and incorporated into the Data, and that LINZ and the Crown do not assign any copyright or other intellectual property rights in such material either to New Zealand Post, SAP or the End User. The End User further acknowledges and agrees that LINZ and the Crown shall not, in any circumstances, be liable for any loss or damage (even if LINZ or the Crown has been advised of the possibility of such loss or damage, and including, without limitation, any direct loss, indirect loss, consequential loss, loss of profits, business interruption loss or loss of data) suffered by the End User or any other person in connection with this Agreement. In the event that any exclusion of the liability of LINZ or the Crown set out in this clause is inapplicable, or is held unenforceable, the liability of each of LINZ and the Crown under or in connection with this Agreement, or arising out of any use, reproduction, modification, or creation of compilations or derivative works of or from the Data (by the End User or any other person), whether that liability arises in tort (including negligence), equity or any other basis, shall be limited to the fees paid by New Zealand Post for the material incorporated in the Data which gave rise to the loss or damage, exclusive of GST. For the purposes of the Contracts (Privity) Act 1982, this clause confers a benefit on, and is enforceable by, LINZ and the Crown. xvi. The End User agrees and represents that it is acquiring the Data and any Documentation for the purposes of a business and that the Consumer Guarantees Act 1993 (New Zealand) does not apply. xvii. The End User must indemnify New Zealand Post and keep New Zealand Post indemnified against any claim, proceeding, damage, liability, loss, cost or expense (including legal costs on a solicitor and own client basis), whether arising in contract, tort (including for negligence) or otherwise, arising out of or in connection with any breach by the End User of any of the above terms or the use of the Data by the End User or any other person DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 who has obtained the Data from an End User. The End User’s total aggregate liability to New Zealand Post under this clause xvii shall not exceed $250,000. xviii. New Zealand Post must have rights to enforce the above terms for the purposes of the Contracts (Privity) Act 1982, and is entitled to terminate the End User’s right to use any Data if the End User breaches any of those terms. 11. RUSSIA: The terms and conditions of the data provider HERE listed under Section 7 of this Exhibit 5, “HERE map data by HERE (HERE)” apply as Pass Through Terms for the address data of Russia. 12. SPAIN (DEYDE): Licensee acknowledges that the DEYDE-STREETFILES, which are used in the Spain Address Directory within all versions of Data Services and Data Quality Management, are the intellectual property of DEYDE. 13. SWITZERLAND ADDRESS DIRECTORY (SCHWEIZERISCHE POST): Licensees are not allowed to extract any data provided. Licensees are only allowed to use the product for own validation purposes. Licensees are not allowed to use the data to provide any services to any other legal entity. Any use within another legal entity requires a separate license. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 14. TOM TOM: Third Party Restrictions A. Additional provisions for MultiNet® data of Norway. End User is prohibited from using the MultiNet® data of Norway to create commercial general purpose printed or digital maps, which are similar to the basic national products of the Norwegian Mapping Authority. B. Additional Provisions with respect to the data for China: End User agrees that any Licensed Product which contains data of China may be subject to additional terms and conditions which shall be provided to End User when available to TomTom. China data may not be exported from China. C. Additional Provisions with respect to the data for India: End User agrees that any Licensed Product which contains data of India may be subject to additional terms and conditions which shall be provided to End User when available to TomTom. D. Additional Provisions with respect to the data for Korea: End User agrees that any Licensed Product which contains data of Korea may be subject to additional terms and conditions which shall be provided to Licensee when available to TomTom. Korea data may not be exported from Korea. E. As of the Effective Date, the following restriction applies to the Licensed TomTom Products: The 6-digit alpha/numeric Canadian Postal Codes contained in any Licensed Product cannot be used for bulk mailing of items through the Canadian postal system. Furthermore, the 6-digit alpha/numeric Canadian Postal Codes must be wholly contained in the Authorized Application and shall not be extractable. Canadian Postal Codes cannot be displayed or used for postal code look-up on the Internet, nor can they be extracted or exported from any application to be utilized in the creation of any other data set or application. Notwithstanding the above, an End User may optionally correct or derive Canadian Postal Codes using the Value Added Products, but only as part of the address information for locations (e.g.: of delivery points and depots) that have been set up in the Value Added Product, and optionally extract data for fleet management purposes. F. Additional provisions with respect to the Premium Points of Interest North America Licensed Product: It is expressly prohibited to use the Premium Points of Interest North America for (a) telephone call routing related applications; (b) screen pop applications, (c) CD-ROM director of other derivative directory product; (d) verification services; (e) caller name services; and (f) online marketing lead verification services. Following restrictions will apply to usage of the Brand Icon component: End User agrees that the use of the Brand Icon component is subject to the terms and conditions set forth in this Agreement and that there may be additional third party terms, conditions and restrictions to which the use of the Brand Icon component will be subject and which will be provided to the End User from time to time in the product release notes. G. Additional End User provisions: End User shall not use the Authorized Application to create (or assist in the creation of) a digital map database. A “digital map database” means a database of geospatial data containing the following information and attributes: (x) road geometry and street names; or (y) routing attributes that enable turn-by-turn navigation on such road geometry; or (z) latitude and longitude of individual addresses and house number ranges. End User shall not use the Authorized Application to provide competitive information about TomTom or its products to third parties. The Authorized Application may not be used for in-flight navigation. In the event that any End User is a government entity, include language which is substantially the same as the following: U.S. GOVERNMENT RIGHTS. If End User is an agency, department, or other entity of the United States Government, or funded in whole or in part by the United States Government, then use, duplication, reproduction, release, modification, disclosure or transfer of this commercial product and accompanying documentation, is restricted in accordance with the LIMITED or RESTRICTED rights as described in any applicable DFARS or FAR. In case of conflict between any of the FAR and/or DFARS that may apply to the Licensed Product, the construction that provides greater limitations on the Government’s rights shall control. Contractor/manufacturer is TomTom North America, Inc., 11 Lafayette Street, Lebanon, NH 03766-1445. Phone: 603.643. 0330. The Licensed TomTom Products are © 2006-201_ by TomTom. ALL RIGHTS RESERVED. For purpose of any public disclosure provision under any federal, state or local law, it is agreed that the Licensed TomTom Products are a trade secret and a proprietary commercial product and not subject to disclosure. If End User is an agency, department, or other entity of any State government, the United States Government or any other public entity or funded in whole or in part by the United States Government, then End User hereby agrees to protect the Licensed TomTom Products from public disclosure and to consider the Licensed TomTom Products exempt from any statute, law, regulation, or code, including any Sunshine Act, Public Records Act, Freedom of Information Act, or equivalent, which permits public access and/or reproduction or use of the Licensed TomTom Products. In the event that such exemption is challenged under any such laws, this agreement shall be considered breached and any and all right to retain any copies or to use of the Licensed TomTom Products shall be terminated and considered immediately null and void. Any copies of the Licensed TomTom Products held by Licensee shall immediately be destroyed. If any court of competent jurisdiction considers this clause void and unenforceable, in whole or in part, for any reason, this agreement shall be considered terminated and null and void, in its entirety, and any and all copies of the Licensed TomTom Products shall immediately be destroyed. Additional Licensed Product Provisions and Details A. Additional Provisions with respect to the MultiNet® data of Norway only. Licensee is prohibited from using the MultiNet® data of Norway to create general purpose printed or digital maps, which are similar to the basic national products of the Norwegian Mapping Authority. (Any Authorized Application of the MultiNet® data of Norway shall be regarded as similar to the basic national products of the Norwegian Mapping Authority if such Authorized Application has a regional or national coverage, and at the same time has a content, scale and format that are similar to the basic national products of the Norwegian Mapping Authority.) B. Additional Provisions with respect to the data for China: Licensee agrees that any Licensed Product which contains data of China may be subject to additional terms and conditions which shall be provided to Licensee when available to TomTom. China data may not be exported from China. C. Additional Provisions with respect to the data for India: Licensee agrees that any Licensed Product which contains data of India may be subject to additional terms and conditions which shall be provided to Licensee when available to TomTom. D. Additional Provisions with respect to the data for Korea: Licensee agrees that any Licensed Product which contains data of Korea may be subject to additional terms and conditions which shall be provided to Licensee when available to TomTom. Korea data may not be exported from Korea. Data cannot be shipped to End Users in an open format (such as ESRI shapefile). E. As of the Effective Date, the following restriction applies to the Licensed TomTom Products: The 6-digit alpha/numeric Canadian Postal Codes contained in any Licensed Product cannot be used for bulk mailing of items through the Canadian postal system. Furthermore, the 6-digit alpha/numeric Canadian Postal Codes must be wholly contained in the Authorized Application and shall not be extractable. Canadian Postal Codes cannot be displayed or used for postal code look-up on the Internet, nor can they be extracted or exported from any application to be utilized in the creation of any other data set or application. Notwithstanding the above, an End User may optionally correct or derive Canadian Postal Codes using the Value Added Products, but only as part of the address information for locations (e.g.: of delivery points and depots) that have been set up in the Value Added Product, and optionally extract data for fleet management purposes. F. Additional provisions with respect to the Premium Points of Interest North America Licensed Product: It is expressly prohibited to use the Premium Points of Interest North America for (a) telephone call routing related applications; (b) screen pop applications, (c) CD-ROM director of other derivative directory product; (d) verification services; (e) caller name services; and (f) online marketing lead verification services. The Local Points of Interest North America cannot be licensed to the following companies, their commonly owned companies or aliases: Acxiom, Accudata, Allant, Alliance Data, eBeureau, Equifax, Experian, Knowledgebase Marketing, ChoicePoint, Harte-Hanks, Infutor, Donnelley Marketing, infoGroup, Trans Union, Transaction Network Services, and LexisNexis. Following restrictions will apply to usage of the Brand Icon component: Licensee agrees that the use of the Brand Icon component is subject to the terms and conditions set forth in this Agreement and that there may be additional third party terms, conditions and restrictions to which the use of the Brand Icon component will be subject and which will be provided to the End User from time to time in the product release notes. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 G. Copyright Notices. Licensee shall conspicuously display each applicable then current copyright notice for the Licensed TomTom Products in accordance with Article 10.5 “Intellectual Property (rights) notice” for each Authorized Application that is based upon: DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 1. MultiNet®. As of the Effective Date, the copyright notice is: “Data Source © <current year> TomTom”; and, in addition, “based on”: (a) MultiNet® data of Austria. As of the Effective Date, the copyright notice is: “© BEV, GZ 1368/2003.” (b) MultiNet® data of Denmark. As of the Effective Date, the copyright notice is: “© DAV, violation of these copyrights shall cause legal proceedings.” (c) MultiNet® data of France. As of the Effective Date, the copyright notice is: [for an Authorized Application for Navigation Units: “© IGN France.”] / [for an Authorized Application for Geographic Information Systems: “Georoute © IGN France.”] / [for an Authorized Application for navigational products: “Michelin data © Michelin 20 ”] (d) MultiNet® data of Indonesia. As of the Effective Date, the copyright notice is: “® Base data Bakosurtanal”. (e) MultiNet® data ofGreat Britain. As of the Effective Date, the copyright is: “Contains Ordnance Survey data © Crown copyright and database right [current year]” and “Contains Royal Mail data © Royal Mail copyright and database right [current year]” (f) MultiNet® data of Northern Ireland. As of the Effective Date, the copyright notice is: “Ordnance Survey of Northern Ireland.” (g) MultiNet® data of Norway. As of the Effective Date, the copyright notice is: “© Norwegian Mapping Authority, Public Roads Administration / © Mapsolutions.” (h) MultiNet® data of Russia: As of the Effective Date, the copyright notice is: “© Roskartographia” (i) MultiNet® data of Switzerland. As of the Effective Date, the copyright notice is: “© Swisstopo.” (j) MultiNet® data of The Netherlands. As of the Effective Date, the copyright notice is: “Topografische onderground Copyright © dienst voor het kadaster en de openbare registers, Apeldoorn 2013.” 2. MultiNet North America: As of the Effective Date, the copyright notice is: “© 2006 – 2013_ TomTom. All rights reserved. This material is proprietary and the subject of copyright protection and other intellectual property rights owned or licensed to TomTom. TomTom is an authorized user of selected Statistics Canada computer files and distributor of derived information products under Agreement number 6776. The product is sourced in part from Statistics Canada computer files, including 2010 Road Network File (RNF), 92-500-G and 2006 Census Population and Dwelling Count Highlight Tables, 97-550-XWE2006002. The product includes information copied with permission from Canadian authorities, including © Canada Post Corporation, GeoBase®, and Department of Natural Resources Canada, All rights reserved. The use of this material is subject to the terms of a License Agreement. You will be held liable for any unauthorized copying or disclosure of this material.” 3. MultiNet Post: As of the Effective Date, the copyright notice is: “© 2006 – 2013_ TomTom. All rights reserved. This material is proprietary and the subject of copyright protection and other intellectual property rights owned or licensed to TomTom. The product includes information copied with permission from Canadian authorities, including © Canada Post Corporation, All rights reserved. The use of this material is subject to the terms of a License Agreement. You will be held liable for any unauthorized copying or disclosure of this material.” 4. Premium Points of Interest North America: As of the Effective Date, the copyright notice is: “© 2006-2013 TomTom. All rights reserved. This material is proprietary and the subject of copyright protection, database right protection and other intellectual property rights owned by TomTom or its suppliers. Portions of the POI database contained in Local Points of Interest North America have been provided by Localeze. The use of this material is subject to the terms of a license agreement. Any unauthorized copying or disclosure of this material will lead to criminal and civil liabilities.” 15. UK (ROYAL MAIL) PREAMBLE The following terms constitute the end user licence agreement for PAF® Data. Public Sector entities operating within the United Kingdom must also enter into a direct Public Sector Licence agreement with Royal Mail. SAP will require Licensee to provide evidence of such a valid licence. Corporate Group licences are available by also entering into a direct licence agreement with Royal Mail. SAP will require Licensee to provide evidence of such a valid licence. The End User agrees to notify Solution Provider and/or Third Party Solution Providers immediately about any licensing changes and/or exceeding of the licensed category. DEFINITIONS AND INTERPRETATION In this Licence the following terms have the following meanings: Bureau Customer a customer for a Bureau Service Bureau Services a service comprising the Data Cleansing of a Customer Database and the supply of the resulting Cleansed Customer Database back to the relevant customer Customer Database a database of an End User's customer Data Cleansing the processing of existing data records using PAF® Data: (a) including validating, reformatting, correcting or appending additional data to those records, and (b) including the use of PAF® Data within address capture applications, but (c) not including Data Extraction (whether carried out by an address capture application or otherwise), and Cleansed shall be read accordingly End User a single legal entity who a Licensee may permit to use PAF® Data through its Users in accordance with this Licence End User Terms the terms set out in the Licence Extracted Data data generated as a result of Data Extraction Licence these terms made up of the “Preamble” section, “Definitions and Interpretation” section and the “Licence Terms” section PAF® Data Royal Mail's database known as PAF®, and including the database known as the "Alias File" Solution a product or service or other solution which benefits from or includes PAF® Data (including the provision of PAF® Data itself), in whatever form, however produced or distributed and whether or not including other functionality, services, software or data Substantially All Database a database which on its own or as part of another database comprises all or substantially all the addresses in the United Kingdom or any of England, Wales, Scotland or Northern Ireland User an individual authorised by an End User to use a Solution LICENCE TERMS 1. End Users' permitted use of Solutions End Users may freely use PAF® Data in Solutions in accordance with these End User Terms. 2. Conditions of use (a) End Users must not make copies of PAF® Data except as permitted by these End User Terms or reasonably necessary for back-up, security, business continuity and system testing purposes. (b) End Users may use PAF® Data for Data Extraction but Extracted Data: (i) may only be accessed by Users, and (ii) must not be supplied or any access to it provided to any third party. (c) End Users may provide Cleansed data to third parties provided that: (i) where that supply is a Bureau Service, the End User and the Bureau Customers comply with the restrictions in Schedule 4, and DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 (ii) if such databases are Substantially All Databases: (A) such databases are not represented or held out as a master, original or comprehensive address database or other similar description, (B) the access is provided in the course of the End User's normal data supply or routine business activities and is not carried on as a business in its own right, and (C) the provision includes a prominent notice that the relevant Cleansed data has been cleansed against PAF® Data. (d) End Users must not permit access to, display or communicate to the public any Solutions, except for the purposes of capturing or confirming address details of third parties. (e) Except as set out in these End User Terms, End Users must not: (i) transfer, assign, sell or license Solutions or their use to any other person, (ii) use Solutions to create a product or service distributed or sold to any third party which relies on any use of PAF® Data, including copying, looking up or enquiring, publishing, searching, analysing, modifying and reformatting, or (iii) copy, reproduce, extract, reutilise or publish Solutions or any of them. 3. Subcontracting End Users may provide PAF® Data to their subcontractors who may use it to the extent necessary for: (a) the provision of information technology services to the End User, or (b) acting on behalf of the End User in each case for the End User's own business purposes and not those of the sub-contractor and provided that each such sub-contractor agrees to observe the restrictions on use of PAF® Data contained in these End User Terms and that the End User is responsible for any breaches of those terms by such sub-contractor. 4. Personal rights End User rights are personal, limited and non-transferable. 5. Royal Mail's IPR notice The End User acknowledges that Royal Mail is the owner of the intellectual property rights in PAF® Data and the PAF® brand and it does not acquire and is not granted any rights to use those intellectual property rights other than as set out in these End User Terms. 6. Cessation of use of PAF® Data End Users must cease use of PAF® Data if their right to use PAF® Data is terminated and also destroy any copies of PAF® Data they hold. 7. PAF® use by Users End Users must ensure that: (a) these End User Terms bind their Users, (b) only their Users exercise the use rights of Solutions and PAF® Data granted to End Users further to these End User Terms, and (i) in the event of termination or expiry of End Users' rights to use Solutions and PAF® Data, the rights of Users to use them also terminate. 16. USA – USPS SUBLICENSE AGREEMENTS 1. Limits on Use of Data 1.1 USPS Certified Address Directory Option for DPV and Lacslink. In the event Licensee activates the locking features of the Software and wishes to unlock such features, Licensee agrees to provide certain information relating to the list owner, locking record details and the origin of the locking record including but not limited to the type of list, owner of list if rented and other tracking information as requested by the Licensor or the USPS. 2. Geographic Specific Restrictions a. USPS products may only be sold in the US and are not available outside of the US. b. US NATIONAL DIRECTORY PRODUCTS MAY BE SOLD GLOBALLY. c. SPECIALIZED PRODUCTS SUCH AS LACSLINK, SUITELINK, NCOALINK, DPV, USPS DELIVERY SEQUENCE FILE – DSF2 AND RDI MAY ONLY BE SOLD TO US PERSONS OR ENTITIES FOR USE WITHIN THE US. THE NCOALINK INTERFACE CAN ONLY BE SOLD TO PERSONS WHO ARE AUTHORIZED BY THE USPS TO PURCHASE NCOALINK DATA. (NOTE: WE ONLY SELL THE NCOALINK INTERFACE AND CUSTOMERS MUST OBTAIN THE NCOALINK DATA DIRECTLY FROM THE USPS AND MUST BE CERTIFIED TO PURCHASE SUCH DATA BY THE USPS.) 16.1 USPS SUITELINK 1. Licensee’s right to use the CASS Certified Interface and the SuiteLink Product shall be strictly limited to use only within the United States of America; 2. Licensee’s right to use the CASS Certified Interface and the SuiteLink Product shall be strictly limited to improving business delivery addresses in multi-occupation buildings for use on letters, flats, postcards, packages, leaflets, magazines, postcards, advertisements, books, and other printed material, and any other item that will be delivered by USPS. 3. Licensee have no right to sublicense, sell or otherwise distribute, reproduce, perform, or prepare derivative works of the Interface or the SuiteLink Product. 4. Licensee acknowledges that: a. the CASS Certified Interface and the SuiteLink Product under license from USPS; b. You are a sublicensee under SAP’s license from USPS and obtain from Licensor no broader right than permitted under SAP's license agreement with USPS; 5. You shall be strictly limited to using the CASS Certified Interface and the SuiteLink Product only as a component of SAP’s Data Quality or Data Services products. 16.2 USPS NCOALINK 1. Licensee has no rights as to the NCOALink Interface under this agreement beyond using it as a component of Licensor’s Data Quality and Data Services products in conjunction with the NCOALink data product to update a list, system, group or other collection of at least 100 unique names and addresses (herein “Mailing Lists”) used for addressing letters, flats, postcards, packages, leaflets, magazines, advertisements, books and other printed material, and any other deliverable item handled by the United States Postal Service (herein “Deliverables”) for delivery by the United States Postal Service (herein “USPS”). 2. Licensee has no right to develop or use any NCOALink product, service, interface, or any related item or technology to compile or maintain a list or collection of names and addresses or addresses only of new movers or to create other products or data bases or collections of information concerning new movers, histories of address changes, lists or histories of residents, or other informational or data sources based upon information received from or through the NCOALink data or technology for the purpose of renting, selling, transferring, disclosing, making available or otherwise providing such information to an entity unrelated to Licensee. 3. For the purposes of communicating with addressees on Licensee’s Mailing Lists and for the purpose of record-keeping, however, Licensee is permitted to retain updated addresses so long as not used in violation of paragraph 2 above, for individuals and entities with whom Licensee has or had a business relationship, in connection with which Licensee will use the updated address; however, these updated addresses may only be used by Licensee and Licensee may use them only for carrying out your organizational purposes in connection with that individual or entity and may not transfer, disclose, license or distribute to, or be used by any other entity or individual whatsoever. 4. No proprietary Mailing List that contains both old and corresponding updated address records, or any service product or system of lists that can be used to link old and corresponding updated address records, if updated by use of NCOALink, shall be rented, sold, transferred, disclosed, made available, or otherwise provided, in whole or in part to your customers or any other individual or entity. 5. Licensee’s right to use the NCOALink Interface is strictly limited to use only within the United States, its territories, and possessions. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 6. As to the Interface, Licensee has the right only to update Mailing Lists used to prepare Deliverables that will be deposited with the USPS. 7. Licensee has no right to sublicense, sell, assign, or otherwise transfer rights in, reproduce, perform, attempt to improve, reverse engineer, modify or otherwise change, or prepare derivative works of the Interface. Any attempt to sublicense, sell, assign, or otherwise transfer rights in, or otherwise distribute the Interface shall be void. 8. Licensee acknowledges that: a. USPS owns the NCOALink data, technology, and system in its entirety including that used in the development of the Interface; b. USPS owns and retains rights in the trademark of NCOALink and in the registered trademarks UNITED STATES POSTAL SERVICE®, POSTAL SERVICE ®, US POSTAL SERVICE®, AND USPS® ; c. SAP is providing the Interface as a component of its products to Licensee solely for use with the NCOALink Product under a nonexclusive, limited distribution license from USPS; and d. the rights Licensee obtains in this license are derived from SAP’s agreement with USPS and you obtain from SAP no broader right than SAP obtains from USPS, except as to Licensee’s specific right to use the NCOALink Interface to access the NCOALink data. 9. Licensee is strictly limited to using the Interface only as a component of SAP’s Data Quality and Data Services products. 10. Licensee acknowledges and agrees that Licensee has no right to sublicense, sell, distribute, reproduce, or display USPS trademarks or sell the Interface or other products under USPS’s trademarks. 16.3 DPV SUBLICENSE AGREEMENT This Sublicense Agreement (“Sublicense”) between SAP and Licensee, its subsidiaries and affiliates, current and future (“Sublicensee”) sets forth additional terms required by the United States Postal Service (“USPS”) regarding Sublicensee’s use of the DPV option with other SAP CASS certified software. For purposes of this Sublicense, Delivery Point Validation (“DPV”) means the new USPS proprietary technology product designed to help mailers validate the accuracy of address data, right down to the physical delivery point. The DPV process cannot assign a ZIP+4 Code nor will it respond to a non-ZIP+4 coded address. 1. Sublicensee understands that the USPS provides the DPV Product through special licensing in order to protect the USPS’ proprietary intellectual property and its compliance with restrictions of Title 39 USC § 412. 2. Sublicensee acknowledges that the address information contained within the DPV Product is subject to Title 39 USC § 412. Sublicensee shall take all steps necessary to secure the DPV Product in a manner that fully complies with Section 412 constraints prohibiting the disclosure of address lists. 3. Sublicensee acknowledges that the DPV Product is confidential and the proprietary property of the USPS. Sublicensee further acknowledges that the USPS represents that it is the sole owner of copyrights and other proprietary rights in the DPV Product. 4. Sublicensee shall not use the DPV Product technology to artificially compile a list of delivery points not already in Sublicensee's possession or to create other derivative products based upon information received from or through the DPV Product technology. 5. No proprietary Sublicensee address list(s) or service products or other system of records that contain(s) address attributes updated through DPV processing shall be rented, sold, distributed or otherwise provided in whole or in part to any third party for any purpose containing address attributes derived from DPV processing. Sublicensee may not use the DPV technology to artificially generate address records or to create mailing lists. 6. The DPV Product processing requires Sublicensee to have access to address information that appears on mail pieces. To ensure the confidentiality of this address information, no employee or former employee of Sublicensee may, at any time, disclose to any third party any address information obtained in the performance of this agreement. Sublicensee agrees to control and restrict access to address information to persons who need it to perform work under this agreement and prohibit the unauthorized reproduction of this information. Due to the sensitive nature of the confidential and proprietary information contained in the DPV Product, Sublicensee acknowledges that unauthorized use and/or disclosure of the DPV will irreparably harm the USPS’ intellectual property. Therefore, Sublicensee (i) agrees to reimburse the USPS for any unauthorized use and/or disclosure at a rate of treble (3 times) the current annual fee charged to Sublicensee hereunder; and (ii) consents to such injunctive or other equitable relief as a court of competent jurisdiction may deem proper. 7. BOTH SAP AND THE USPS SHALL NOT BE LIABLE FOR ANY DESIGN, PERFORMANCE OR OTHER FAULT OR INADEQUACY OF DPV, OR FOR DAMAGES OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH SUCH FAULT OR INADEQUACY. IN NO EVENT SHALL SAP’S OR THE USPS' LIABILITY TO SUBLICENSEE UNDER THIS AGREEMENT, IF ANY, EXCEED THE PRO RATA PORTION OF THE ANNUAL LICENSE FEE FOR DPV. 8. SAP agrees to hold harmless, defend and indemnify Sublicensee for infringement of any U.S. copyright, trademark, or service mark in the DPV provided to Sublicensee under this Agreement. The foregoing obligation shall not apply unless SAP shall have been informed within five (5) calendar days by Sublicensee of the suit or action alleging such infringement and shall have been given such opportunity as is afforded by applicable laws, rules, or regulations to participate in the defense thereof. In addition, Sublicensee agrees to hold harmless, defend and indemnify SAP and the USPS and its officers, agents, representatives, and employees from all claims, losses, damage, actions, causes of action, expenses, and/or liability resulting from, brought for, or on account of any injury or damage received or sustained by any person, persons or property growing out of, occurring, or attributable to Sublicensee’s performance under or related to this agreement, resulting in whole or in part from any breach of this Agreement or from the negligence or intentional misconduct, including any unauthorized disclosure or misuse of DPV Product, including data derived from DPV, by Sublicensee, or any employee, agent, or representative of Sublicensee. 9. Sublicensee acknowledges that the USPS reserves the right to stop DPV processing in the USPS’ sole discretion. SAP will not be liable or responsible for any decision the USPS makes in canceling Sublicensee’s Sublicense, including, but not limited to, arbitrating the cancellation decision on behalf of the customer. In the event the USPS cancels Sublicensee’s DPV processing, (i) Sublicensee shall not be entitled to any refund or credit from SAP; and, (ii) SAP will discontinue shipping DPV directories to Sublicensee. 10. Sublicensee agrees that the USPS or its designated representatives, on an announced or unannounced basis, shall have the right to visit and examine Sublicensee’s sites. USPS or its designated representatives shall have the right examine, on or off Sublicensee’s premises, Sublicensee’s computer systems, processing files, documents, administrative records, and other materials to ensure Sublicensee’s compliance with the provisions of this agreement. 11. Sublicensee further agrees that the USPS or its authorized representatives will, until three (3) years after final payment under this agreement, have access to and the right to examine any directly pertinent books, documents, papers, records or other materials of Sublicensee involving transactions related to this agreement. 12. Sublicensee shall not export the DPV Product outside of the United States or its territories without prior written approval of the USPS. 13. This Sublicense shall be governed by the federal laws of the United States of America, or, when no such law is applicable, then by the laws of the State of New York as interpreted by the United States Court of Appeals for the Second Circuit. 14. This Sublicense shall not be transferable, in whole or in part. The rights and obligations of Sublicensee shall be terminated immediately in the event of a dissolution, merger, buy-out, or transfer of any kind of the assets of Sublicensee. 15. All obligations of Sublicensee referred to in this Sublicense inure to the benefit of USPS. 16.4 USPS LACSLINK SOFTWARE SUBLICENSE This Sublicense Agreement (“Sublicense”) between SAP and Licensee, its subsidiaries and affiliates, current and future (“Sublicensee”) sets forth additional terms required by the United States Postal Service (“USPS”) regarding Sublicensee’s use of the LACSLink option with other CASS certified software. 1. For purposes of this document, the following terms shall be defined as set forth below: ✓ “USPS” means the United States Postal Service. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 ✓ “Deliverables” means letters, flats, postcards, packages, leaflets, magazines, postcards, advertisements, books, and other printed material, and any other item delivered by USPS. ✓ “Interface” means one or more SAP interfaces developed for use with the LACSLink Product. “LACSLink Product” means the confidential and proprietary database concerning the conversion of existing addresses to their new or update or replacement address or the like, provide by USPS in a highly and uniquely secured environment. 2. Sublicensee’s right to use the Interface shall be strictly limited to use only within the geographic boundaries governed by the Unites States, its territories, and possessions, and only for updating addresses and mailing lists used to prepare Deliverables for deposit with USPS in conformance with USPS requirements Sublicensee shall have no right to sublicense, sell or otherwise distribute, reproduce, perform, or prepare derivative works of the Interface. Sublicensee hereby acknowledges that: ✓ USPS owns the LACSLink Product and USPS marks; ✓ SAP provides the SAP product in part under license from USPS; ✓ Sublicensee is a Licensee under SAP’s license from USPS and obtains from SAP no broader right than granted to SAP in such license from USPS: ✓ Sublicensee shall be strictly limited to using the Interface only as a component of the SAP product; and Sublicensee agrees that id does not have a right to sublicense, distribute, reproduce, perform, display, or sell the Interface or USPS’s marks. 3. BOTH SAP AND THE USPS SHALL NOT BE LIABLE FOR ANY DESIGN, PERFORMANCE OR OTHER FAULT OR INADEQUACY OF LACSLink, OR FOR DAMAGES OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH SUCH FAULT OR INADEQUACY. IN NO EVENT SHALL SAP’S OR THE USPS' LIABILITY TO SUBLICENSEE UNDER THIS AGREEMENT, IF ANY, EXCEED THE PRO RATA PORTION OF THE ANNUAL LICENSE FEE FOR LACSLink BASED ON THE EFFECTIVE DATE OF CANCELLATION WITHIN THIRTY (30) CALENDAR DAYS OF THE DATE OF CANCELLATION. 4. SAP agrees to hold harmless, defend and indemnify Sublicensee for infringement of any U.S. copyright, trademark, or service mark in the LACSLink Product provided to Sublicensee under this Agreement. The foregoing obligation shall not apply unless SAP shall have been informed within five (5) calendar days by Sublicensee of the suit or action alleging such infringement and shall have been given such opportunity as is afforded by applicable laws, rules, or regulations to participate in the defense thereof. In addition, Sublicensee agrees to hold harmless, defend and indemnify SAP and the USPS and its officers, agents, representatives, and employees from all claims, losses, damage, actions, causes of action, expenses, and/or liability resulting from, brought for, or on account of any injury or damage received or sustained by any person, persons or property growing out of, occurring, or attributable to Sublicensee’s performance under or related to this agreement, resulting in whole or in part from any breach of this Agreement or from the negligence or intentional misconduct, including any unauthorized disclosure or misuse of LACSLink Product, including data derived from LACSLink Product, by Sublicensee, or any employee, agent, or representative of Sublicensee. 5. Sublicensee acknowledges that the USPS reserves the right to stop LACSLink Product processing in the USPS’ sole discretion. SAP will not be liable or responsible for any decision the USPS makes in canceling Sublicensee’s Sublicense, including, but not limited to, arbitrating the cancellation decision on behalf of the customer. In the event the USPS cancels Sublicensee’s LACSLink Product processing, (i) Sublicensee shall not be entitled to any refund or credit from SAP; and, (ii) SAP will discontinue shipping LACSLink Product directories to Sublicensee. 6. Sublicensee agrees that the USPS or its designated representatives, on an announced or unannounced basis, shall have the right to visit and examine Sublicensee’s sites. USPS or its designated representatives shall have the right examine, on or off Sublicensee’s premises, Sublicensee’s computer systems, processing files, documents, administrative records, and other materials to ensure Sublicensee’s compliance with the provisions of this agreement. 7. Sublicensee further agrees that the USPS or its authorized representatives will, until three (3) years after final payment under this agreement, have access to and the right to examine any directly pertinent books, documents, papers, records or other materials of Sublicensee involving transactions related to this agreement. 8. Sublicensee shall not export the LACSLink Product outside of the United States or its territories without prior written approval of the USPS. 9. This Sublicense shall be governed by the federal laws of the United States of America, or, when no such law is applicable, then by the laws of the State of New York as interpreted by the United States Court of Appeals for the Second Circuit. 10. This Sublicense shall not be transferable, in whole or in part. The rights and obligations of Sublicensee shall be terminated immediately in the event of a dissolution, merger, buy-out, or transfer of any kind of the assets of Sublicensee. 11. All obligations of Sublicensee referred to in this Sublicense inure to the benefit of USPS. 16.5 DSF2 Interface (USPS Delivery Sequence File - DSF2 ) 1. Sublicensee has no rights as to the DSF2 Interface under this agreement beyond using it in conjunction with the DSF2 data product to update a list, system, group or other collection of addresses (herein “Mailing Lists”) used for addressing letters, flats, postcards, packages, leaflets, magazines, advertisements, books and other printed material, and any other deliverable item handled by the United States Postal Service (herein “Deliverables”) for delivery by the United States Postal Service (herein “USPS”). 2. Sublicensee’s right to use the DSF2 Interface is strictly limited to use only within the United States, its territories, and possessions. 3. As to the Interface, Sublicensee has the right only to sequence and/or update Mailing Lists used to prepare Deliverables that will be deposited with the USPS. 4. Sublicensee has no right to sublicense, sell, assign, or otherwise transfer rights in, reproduce, perform, attempt to improve, reverse engineer, modify or otherwise change, or prepare derivative works of the Interface. Any attempt to sublicense, sell, assign, or otherwise transfer rights in, or otherwise distribute the Interface shall be void. 5. Sublicensee acknowledges a. that USPS owns the DSF2 data, technology, and system in its entirety including that used in the development of the Interface; b. that USPS owns and retains rights in the trademark of DSF2 and in the registered trademarks UNITED STATES POSTAL SERVICE®, POSTAL SERVICE ®, US POSTAL SERVICE®, AND USPS® ; c. that Licensee is providing the Interface to Sublicensee solely for use with the DSF2 Product under a nonexclusive, limited distribution license from USPS; and d. that the rights Sublicensee obtains in this license are derived from Licensee’s agreement with USPS and Sublicensee obtains from Licensee no broader right than Licensee obtains from USPS, except as to Sublicensee’s specific right to use the DSF2 Interface to access the DSF2 data. 6. Sublicensee is strictly limited to using the Interface only with the DSF2 Product; and 7. Sublicensee acknowledges and agrees that Sublicensee has no right to sublicense, sell, distribute, reproduce, or display USPS trademarks or sell the Interface or other products under USPS’s trademarks. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 Exhibit 6 – SAP Business One Software PREAMBLE The minimum license requirements for a SAP Business One system is one (1) SAP Business One Starterpackage User or one (1) SAP Business One Profesional User. • As part of SAP Business One software SAP provides preconfigured SAP Crystal Reports and SAP Crystal Dashboards. Such reports and dashboards are available without additional license fee (see SAP Crystal Versions for SAP Business One). • SAP Business One software requires a database. Such data base can be licensed via SAP, it’s authorized reseller or direct via the database vendor or it’s authorised reseller. • All individuals using SAP Business One, also through reporting tools, require an SAP Business One license. 1. SAP Business One Integration for SAP NetWeaver 1.1 SAP Business One integration for SAP NetWeaver is part of the SAP Business One license, except for the Starter Package User. 1.2 SAP Business One Integration for SAP NetWeaver® Integration Packages. SAP Business One integration for SAP NetWeaver Integration Packages are provided without additional charge; use is subject to separate use terms. 2. SAP Business One Starter Package User 2.1 Minimum license requirement: One (1) SAP Business One Starter Package User. 2.2 Maximum number of licenses is limited to five (5) SAP Business One Starter Package Users. 2.3 If licensee requires more than the maximum number of five (5) SAP Business One Starter Package Users, all users need to be licensed as SAP Business One Professional or Limited Professional User. 2.4 The SAP Business One Starter Package User cannot be combined with any other SAP Business One Named User type or with any SAP Business One product options. 3. SAP Crystal Versions for SAP Business One 3.1 SAP provides preconfigured SAP Crystal Reports and SAP Crystal Dashboards as a part of SAP Business One. 3.2 Such SAP provided reports and dashboards are available to all SAP Business One Named Users without additional license fee. 3.3 A single SAP Business One system includes one (1) user for SAP Crystal Reports, without additional license fee. 3.4 SAP Crystal product versions for SAP Business One (i) are restricted for Use with the SAP Business One application data; (ii) are further subject to the terms and conditions applicable to SAP Crystal as stated in the SUR; and (iii) cannot be in deployed in a standalone environment. 3.5 SAP Crystal Reports, version for the SAP Business One application. SAP Crystal Reports version for the SAP Business One application provides a single user license that grants access rights to use SAP Crystal Reports, version for SAP Business One. Prerequisite: One Professional User or one Limited User or one Indirect access User required for each option licensed. 4. SAP Business One Indirect Access, instance-based is an Instance authorized to access Business One SAP partners and customers’ Add-Ons and Extensions only. It cannot access any of the user interfaces (desktop and mobile) developed by SAP (except the login and password screen). The SAP Application(s) and their required instances can be used without additional license fee. For the purpose of this Section, “SAP Application(s)” means all Packages licensed under the Agreement and/or SAP cloud services for which Licensee has a valid subscription, excluding SAP Technology Solutions and all database Packages. 5. SAP Customer Checkout is a Point Of Sales solution. No prerequisite 6. SAP Business One Metrics. SAP Business One Named Users SAP Business One Professional User is a Named User who performs operational related roles supported by the SAP Business One Software. The SAP Business One Professional User license is needed to administer a SAP Business One system, work with production and Material Resource Planning (MRP) and use the SAP Business One Software Development Kit (SDK). The SAP Business One Professional User does include the rights granted under a SAP Business One Mobile Application User , SAP Business One Limited CRM User, SAP Business One Limited Financial User, SAP Business One Limited Logistic User and SAP Business One Indirect Access User license. SAP Business One Limited User is a Named User who has access rights to the SAP Business One functionality to support operational processing and information requirements in a specific role. Each Limited User can be requested as one of these roles: CRM, Financial or Logistic. The SAP Business One Limited User license does include the rights granted under an SAP Business One Mobile Application User and SAP Business One Indirect Access User license. SAP Business One Limited to SAP Business One Professional User is a Named User authorized to perform SAP Business One Professional User related roles supported by the licensed Software provided such Named User is also an individual licensed from SAP as an SAP Business One Limited User and both such Users are licensed for the same runtime database, if any. If receiving support under the license agreement, Licensee must be subscribed to and fully paid on support for both this User and the underlying SAP Business One Limited User for so long as Licensee continues to receive support under the license agreement. This allow the upgrade from: SAP B1 Limited CRM User to SAP B1 Professional User; SAP B1 Limited Financial User to SAP B1 Professional User; SAP B1 Limited Logistic User to SAP B1 Professional User; SAP B1 Limited to SAP B1 Professional User; SAP B1 CRM Sales User to SAP B1 Professional User; SAP B1 CRM Service User to SAP B1 Professional User. SAP Business One Mobile Application User is a Named User who has access rights to the ‘SAP Business One Sales’ or ‘SAP Business One Service’ mobile application only. The SAP Business One Mobile Application User license does include the rights granted under an SAP Business One Indirect Access User license. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 SAP Business One Indirect Access, user-based is a Named User authorized to access Business One SAP partners and customers’ Add-Ons and Extensions only. It cannot access any of the user interfaces (desktop and mobile) developed by SAP (except the login and password screen). SAP Business One Starter Package User is a Named User who performs operational related roles supported by the SAP Business One Starter Package Software. The SAP Business One Starter Package User license does include the rights granted under a SAP Business One Mobile Application User and SAP Business One Indirect Access User license. The SAP Business One Starter Package User license does not include the rights granted under a SAP Business One Professional User. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 SAP Business One Starter Package to SAP Business One Professional User is a Named User authorized to perform SAP Business One Professional User related roles supported by the licensed Software provided such Named User is also an individual licensed from SAP as an SAP Business One Starter Package User and both such Users are licensed for the same runtime database, if any. If receiving support under the license agreement, Licensee must be subscribed to and fully paid on support for both this User and the underlying SAP Business One Starter Package User for so long as Licensee continues to receive support under the license agreement. SAP Business One Starter Package to SAP Business One Limited User is a Named User authorized to perform SAP Business One Limited User related roles supported by the licensed Software provided such Named User is also an individual licensed from SAP as an SAP Business One Starter Package User and both such Users are licensed for the same runtime database, if any. If receiving support under the license agreement, Licensee must be subscribed to and fully paid on support for both this User and the underlying SAP Business One Starter Package User for so long as Licensee continues to receive support under the license agreement. 7. Remaining SAP Business One Metrics Contract price is the net value of the license contract. Contract price for partners refers to partner buy price depending on the support delivery model Devices are any piece of equipment or hardware and include but are not limited to: a workstation, terminal, point of sale terminal, notebook, handheld, tablet, PDA, smartphone, internet connected television, scale devices, devices installed in a vehicle (on-board units) or other networked devices. The application itself defines the type of devices that are used and therefore counted for the price list item (e.g., Sybase SQL Anywhere Database for Use with SAP POS for Retail devices are defined as those devices accessing data from SQL Anywhere Database or e. g. SAP Mobile Order Management devices are all devices installed as on-board units in a vehicle). Flat fee are fixed package license fees for the software. Gigabytes of memory are the total amount of memory that may be used by the Software, as measured in gigabytes. Instances are unique connections to a single specified application or technology type. MSRP (Manufacturer Suggested Reselling Price) is the list price minus volume discount. Users are individuals who Use the Software. 8. Product Specific Terms for Business One Software. SAP Business One Engine for SAP HANA SAP is licensing the SAP Business One, version for SAP HANA Engine as a runtime restricted license database for SAP Business One and certified SAP Business One Add-ons, including certified SAP Business Add-ons created by SAP partners or SAP Business One Add- ons created by Licensee. Licensee shall only use the SAP Business One, version for SAP HANA Engine in connection with SAP Business One Software and the aforementioned SAP Business One Add-ons and only for the purposes of its own internal data processing which includes access of third party user such as contractors, supply chain vendors or suppliers, customers, or third party individuals authorized by Licensee. Any access to the SAP Business One, version for SAP HANA Engine, including but not limited to data loading, modeling, reporting and distribution, must take place via SAP Business One or the aforementioned SAP Business One Add-ons. The SAP Business One, version for SAP HANA Engine includes a runtime license of HANA Studio, Cockpit and Web IDE and access is solely to administer and manage the SAP Business One, version for SAP HANA Engine, or for system administration tasks and data modeling for reporting requirements. The SAP Business One, version for SAP HANA Engine cannot be deployed on the same system as any other SAP HANA software The SAP Business One, version for SAP HANA Engine is licensed for addressable RAM memory and can only run on SAP certified hardware and with the supported operating system(s). The SAP Business One, version for SAP HANA engine includes a runtime license for the all the SAP HANA components included in the packages SAP Business One analytics powered by SAP HANA , SAP Business One, version for SAP HANA and SAP HANA Platform Edition Revision Packages for SAP Business One The SAP Business One, version for SAP HANA engine includes use rights to perform analytics content provided by the licensed SAP Business One Analytics software used solely in conjunction with SAP Business One. MSRP - Manufacturer Suggested Reselling Price is the list price minus volume discount. **Support for SAP Business One is subject to conclusion of a support schedule to the license agreement. 9. Localizations. Licenses for SAP Business One software can be used on any of the localizations supported by SAP Business One software. However, for SAP Business One software licensed after 01.01.2010, the license key will be issued ‘per localization’. By default the localization of the requested software country version will be released. Each licensed Named User can only access the localization for which the license key was issued. Employees that require access to two or more localizations will require two or more Named User licenses. 10. Intercompany Integration Solution for SAP Business One The Intercompany Integration Solution for SAP Business One software may include certain third party open source and/or other components. Partner needs to take into consideration the Additional License Principles for the Intercompany Integration Solution for SAP Business One set out in the SAP Pricing & Licensing Principles when licensing the Intercompany Integration Solution for SAP Business One to End Users. The Named User license requirements apply also to the Use of the Intercompany Integration Solution for SAP Business DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 8390831 / Case 3061175970 One. Partner shall inform End Users accordingly. Prerequisite: One Professional User or one Limited User required for each option licensed. When this option is selected, all Professional and Limited users in the license contract must be licensed. 11. Fail-over Systems For any operating system environment in which Licensee runs systems of SAP Business One software, Licensee may run up to the same number of passive fail-over systems of SAP Business One software in a separate operating system environment for temporary support. Licensee may run the passive fail-over installation of SAP Business One software on a hardware server other than the licensed hardware server. 12. Test Systems A customer is entitled to run one SAP Business One software system for internal testing purposes. For such testsystem, the customer may use the same users which customer has licensed for productive use of SAP Business One software. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Enterprise Support Schedule enUS.v.9-2018 Exhibit 7 – Terms relating to Third Party Web Services Third Party Web Services are defined in Section 1.2.6 of the Preamble to these Use Terms and examples of Third Party Web Services include services such as: Facebook, Evernote, Gigya, Twitter, Google Maps and other such services (non- exhaustive list for the purpose of examples – please refer to the definition of Third Party Web Services for precise definition). The following terms apply to all Third Party Web Services: • Licensee is solely responsible for obtaining all account and authentication credentials required to access or use the Third Party Web Service’s API or the Third Party Web Service. • Use of the Third Party Web Service’s API is subject to Licensee’s acceptance of the Third Party Web Service’s terms and conditions, which must be obtained from the Third Party Web Service provider. SAP is not a party to the agreement between the Licensee and the Third Party Web Service provider. • The Third Party Web Service’s API and the Third Party Web Service are excluded from all SAP representation, warranties, indemnifications and support obligations. • Licensee expressly agrees to indemnify SAP, its officers, employees, agents and subcontractors from and against all claims, liabilities, losses, damages and costs (including reasonable attorney fees) suffered by SAP arising from the use of any Third Party Web Services by Licensee or its Affiliates. • SAP may throttle, suspend or terminate the Licensee’s access to the Third Party Web Service’s API through the Product if Licensee violates or causes SAP to violate Third Party Web Service provider’s terms of service or other applicable Third Party Web Service provider agreements or policies (including, without limitation, exceeding any data or usage limits). DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Enterprise Support Schedule enUS.v.9-2018 SAP ENTERPRISE SUPPORT SCHEDULE (“Schedule”) In each instance in which provisions of this Schedule contradict or are inconsistent with the provisions of the Agreement including any appendices, exhibits, order forms or other documents attached to or incorporated by reference to the Agreement, the provisions of this Schedule shall prevail and govern. This Schedule governs the provision of support services by SAP as further defined herein (“SAP Enterprise Support”) for all software licensed by Licensee under the Agreement (hereinafter collectively referred to as the “Enterprise Support Solutions”), excluding software to which special support agreements apply exclusively. 1. Definitions: 1.1 “Go-Live” marks the point in time from when, after implementation of the Enterprise Support Solutions or an upgrade of the Enterprise Support Solutions, the Enterprise Support Solutions can be used by Licensee for processing real data in live operation mode and for running Licensee’s internal business operations in accordance with the Agreement. 1.2 “Licensee Solution(s)” shall mean Enterprise Support Solutions and any other software licensed by Licensee from third parties. 1.3 “Licensee IT Solution(s)” shall mean Licensee Solution(s) and hardware systems supported by Licensee’s IT team. 1.4 “Production System” shall mean a live SAP system used for running Licensee’s internal business operations and where Licensee’s data is recorded. 1.5 “SAP Software Solution(s)” shall mean a group of one or multiple Production Systems running Licensee Solutions and focusing on a specific functional aspect of Licensee’s business. Details and examples can be found on SAP’s Customer Support Website (as specified in SAP Note 1324027 or any future SAP Note which replaces SAP Note 1324027). 1.6 “Service Session” shall mean a sequence of support activities and tasks carried out remotely to collect further information by interview or by analysis of a Production System resulting in a list of recommendations. A Service Session could run manually, as a self- service or fully automated. 1.7 “Top-Issue” shall mean issues and/or failures identified and prioritized jointly by SAP and Licensee in accordance with SAP standards which (i) endanger Go-Live of a pre-production system or (ii) have a significant business impact on a Production System. 1.8 “Local Office Time” shall mean regular working hours (8.00 a.m. to 6.00 p.m.) during regular working days, in accordance with the applicable public holidays observed by SAP’s registered office. With regard to SAP Enterprise Support only, both parties can mutually agree upon a different registered office of one of SAP’s affiliates to apply and serve as reference for the Local Office Time. 1.9 “SAP’s Customer Support Website” shall mean SAP’s customer facing support website under http://support.sap.com/. 2. Scope of SAP Enterprise Support. Licensee may request and SAP shall provide, to such degree as SAP makes such services generally available in the Territory SAP Enterprise Support services. SAP Enterprise Support currently includes: Continuous Improvement and Innovation • New software releases of the licensed Enterprise Support Solutions, as well as tools and procedures for upgrades. • Support packages - correction packages to reduce the effort of implementing single corrections. Support packages may also contain corrections to adapt existing functionality to changed legal and regulatory requirements. • For releases of the SAP Business Suite 7 core applications (starting with SAP ERP 6.0 and with releases of SAP CRM 7.0, SAP SCM 7.0, SAP SRM 7.0 and SAP PLM 7.0 shipped in 2008), SAP may provide enhanced functionality and/or innovation through enhancement packages or by other means as available. During mainstream maintenance for an SAP core application release, SAP’s current practice is to provide one enhancement package or other update per calendar year. • Technology updates to support third-party operating systems and databases. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Enterprise Support Schedule enUS.v.9-2018 • Available ABAP source code for SAP Software applications and additionally released and supported function modules. • Software change management, such as changed configuration settings or Enterprise Support Solutions upgrades, is supported for example with content, tools and information material. • SAP provides Licensee with up to five days remote support services per calendar year from SAP solution architects o to assist Licensee in evaluating the innovation capabilities of the latest SAP enhancement package and how it may be deployed for Licensee’s business process requirements. o to give Licensee guidance in form of knowledge transfer sessions, weighted one day, for defined SAP software/applications or Global Support Backbone components. Currently, content and session schedules are stated at http://support.sap.com/enterprisesupport. Scheduling, availability and delivery methodology is at SAP’s discretion. • SAP gives Licensee access to guided self-services as part of SAP Solution Manager Enterprise Edition, helping the Licensee to optimize technical solution management of selected Enterprise Support Solutions. Advanced Support for Enhancement Packages and other SAP Software Updates SAP offers special remote checks delivered by SAP solution experts to analyze planned or existing modifications and identify possible conflicts between Licensee custom code and enhancement packages and other Enterprise Support Solutions updates. Each check is conducted for one specific modification in one of Licensee's core business process steps. Licensee is entitled to receive two services from one of the following categories per calendar year per SAP Software Solution. • Modification Justification: Based on Licensee’s provision of SAP required documentation of the scope and design of a planned or existing custom modification in SAP Solution Manager Enterprise Edition, SAP identifies standard functionality of Enterprise Support Solutions which may fulfill the Licensee’s requirements (for details see https://support.sap.com/support-programs- services/programs/enterprise-support/academy/delivery/continuous-quality- check.html). • Custom Code Maintainability: Based on Licensee’s provision of SAP required documentation of the scope and design of a planned or existing custom modification in SAP Solution Manager Enterprise Edition, SAP identifies which user exits and services may be available to separate custom code from SAP code (for details see https://support.sap.com/support-programs- services/programs/enterprise- support/academy/delivery/continuous-quality-check.html). Global Support Backbone • SAP’s Customer Support Website - SAP's knowledge database and SAP’s extranet for knowledge transfer on which SAP makes available content and services to licensees and partners of SAP only. • SAP Notes on SAP’s Customer Support Website document software malfunctions and contain information on how to remedy, avoid and bypass errors. SAP Notes may contain coding corrections that licensees can implement into their SAP system. SAP Notes also document related issues, licensee questions, and recommended solutions (e.g. customizing settings). • SAP Note Assistant - a tool to install specific corrections and improvements to SAP components. • SAP Solution Manager Enterprise Edition – as described in Section 2.4 Mission Critical Support • Global incident handling by SAP for problems related to Enterprise Support Solutions, including Service Level Agreements for Initial Reaction Time and Corrective Action (for more information refer to Section 2.1.1). • SAP Support Advisory Center – as described in Section 2.2. • Continuous Quality Checks – as described in Section 2.3. • Global 24x7 root cause analysis and escalation procedures in accordance with section 2.1 below. • Root Cause Analysis for Custom Code: For Licensee custom code built with the SAP development workbench, SAP provides mission-critical support root-cause analysis, according to the Global Incident Handling process and Service Level Agreements stated in Sections 2.1.1, 2.1.2 and 2.1.3, applicable for priority “very high” and priority “high” incidents. If the Licensee custom code is documented DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Enterprise Support Schedule enUS.v.9-2018 according to SAP’s then-current standards (for details see http://support.sap.com/supportstandards), SAP may provide guidance to assist Licensee in issue resolution Other Components, Methodologies, Content and Community Participation • Monitoring components and agents for systems to monitor available resources and collect system status information of the Enterprise Support Solutions (e.g. SAP EarlyWatch Alert). • Process descriptions and process content that may be used as pre-configured test templates and test cases via the SAP Solution Manager Enterprise Edition. In addition, the SAP Solution Manager Enterprise Edition assists Licensee’s testing activities. • Content and supplementary tools designed to help increase efficiency, in particular for implementations. • Tools and content for SAP Application Lifecycle Management (shipped via SAP Solution Manager Enterprise Edition and/or the Enterprise Support Solutions and/or the applicable Documentation for Enterprise Support Solutions and/or SAP’s Customer Support Website): o Tools for implementation, configuration, testing, operations and system administration o Best practices, guidelines, methodologies, process descriptions and process content. This content supports the usage of the tools for SAP Application Lifecycle Management. • Access to guidelines via SAP’s Customer Support Website, which may include implementation and operations processes and content designed to help reduce costs and risks. • Participation in SAP's customer and partner community (via SAP’s Customer Support Website), which provides information about best business practices, service offerings, etc. 2.1. Global Incident Handling and Service Level Agreement (SLA). When Licensee reports malfunctions, SAP supports Licensee by providing information on how to remedy, avoid or bypass errors. The main channel for such support will be the support infrastructure provided by SAP. Licensee may send an incident at any time. All persons involved in the incident resolution process can access the status of the incident at any time. For further details on definition of incident priorities, see SAP Note 67739. In exceptional cases, Licensee may also contact SAP by telephone. Contact details are provided in SAP Note 560499. For such contact (and as otherwise provided) SAP requires that License provide remote access as specified in Section 3.2(iii). The following Service Level Agreements (“SLA” or “SLAs”) shall apply to all Licensee incidents that SAP accepts as being Priority 1 or 2 and which fulfill the prerequisites specified herein. Such SLAs shall commence in the first full Calendar Quarter following the Effective Date of this Schedule. As used herein, “Calendar Quarter” is the three-month period ending on March 31, June 30, September 30 and December 31 respectively of any given calendar year. 2.1.1 SLA for Initial Response Times: a. Priority 1 Incidents (“Very High”). SAP shall respond to Priority 1 incidents within one (1) hour of SAP’s receipt (twenty- four hours a day, seven days a week) of such Priority 1 incidents. An incident is assigned Priority 1 if the problem has very serious consequences for normal business transactions and urgent, business critical work cannot be performed. This is generally caused by the following circumstances: complete system outage, malfunctions of central SAP functions in the Production System, or Top-Issues, and for each circumstance a workaround is not available. b. Priority 2 Incidents (“High”). SAP shall respond to Priority 2 incidents within four (4) hours of SAP’s receipt during SAP’s Local Office Time of such Priority 2 incidents. An incident is assigned Priority 2 if normal business transactions in a Production System are seriously affected and necessary tasks cannot be performed. This is caused by incorrect or inoperable functions in the SAP system that are required to perform such transactions and/or tasks. 2.1.2 SLA for Corrective Action Response Time for Priority 1 Incidents: SAP shall provide a solution, work around or action plan for resolution (“Corrective Action”) of Licensee’s Priority 1 incident within four hours of SAP’s receipt (twenty-four hours a day, seven days a week) of such Priority 1 incident (“SLA for Corrective Action”). In the event an action plan is submitted to Licensee as a Corrective Action, such action plan shall include: (i) status of the resolution process; (ii) planned next steps, including identifying responsible SAP resources; (iii) required Licensee actions to support the resolution process; (iv) to the extent possible, planned dates for SAP’s actions; and (v) date and time DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Enterprise Support Schedule enUS.v.9-2018 for next status update from SAP. Subsequent status updates shall include a summary of the actions undertaken so far; planned next steps; and date and time for next status update. The SLA for Corrective Action only refers to that part of the processing time when the incident is being processed at SAP (“Processing Time”). Processing Time does not include the time when the incident is on status “Customer Action” or “SAP Proposed Solution”, whereas (a) the status Customer Action means the incidentwas handed over to Licensee; and (b) the status SAP Proposed Solution means SAP has provided a Corrective Action as outlined herein. The SLA for Corrective Action shall be deemed met if within four (4) hours of processing time: SAP proposes a solution, a workaround or an action plan; or if Licensee agrees to reduce the priority level of the incident. 2.1.3 Prerequisites and Exclusions. 2.1.3.1 Prerequisites. The SLAs shall only apply when the following prerequisites are met for incidents: (i) in all cases except for Root Cause Analysis for Custom Code under Section 2, incidents are related to releases of Enterprise Support Solutions which are classified by SAP with the shipment status “unrestricted shipment”; (ii) incidents are submitted by Licensee in English via the SAP Solution Manager Enterprise Edition in accordance with SAP’s then current incident handling log-in procedure which contain the relevant details necessary (as specified in SAP Note 16018 or any future SAP Note which replaces SAP Note 16018) for SAP to take action on the reported incident; (iii) incidents are related to a product release of Enterprise Support Solutions which falls into Mainstream Maintenance or Extended Maintenance. For Priority 1 incidents, the following additional prerequisites must be fulfilled by Licensee: (a) the issue and its business impact are described in detail sufficient to allow SAP to assess the issue; (b) Licensee makes available for communications with SAP, twenty four (24) hours a day, seven (7) days a week, an English speaking contact person with training and knowledge sufficient to aid in the resolution of the Priority 1 incident consistent with Licensee’s obligations hereunder; and (c) a Licensee contact person is provided for opening a remote connection to the system and to provide necessary log-on data to SAP. 2.1.3.2 Exclusions. For SAP Enterprise Support in particular the following types of Priority 1 incidents are excluded from the SLAs: (i) incidents regarding a release, version and/or functionalities of Enterprise Support Solutions developed specifically for Licensee (including without limitation those developed by SAP Custom Development and/or by SAP subsidiaries) except for custom code built with the SAP development workbench; (ii) incidents regarding country versions that are not part of the Enterprise Support Solutions and instead are realized as partner add-ons, enhancements, or modifications are expressly excluded even if these country versions were created by SAP or an affiliate of SAP; (iii) the root cause behind the incident is not a malfunction, but a missing functionality (“development request”) or the incident is ascribed to a consulting request. 2.1.4 Service Level Credit. 2.1.4.1 SAP shall be deemed to have met its obligations pursuant to the SLAs as stated above by reacting within the allowed time frames in ninety-five percent (95%) of the aggregate cases for all SLAs within a Calendar Quarter. In the event Licensee submits less than twenty (20) incidents (in the aggregate for all SLAs) pursuant to the SLAs stated above in any Calendar Quarter during the Enterprise Support term, Licensee agrees that SAP shall be deemed to have met the its obligations pursuant to the SLAs stated above if SAP has not exceeded the stated SLA time-frame in more than one incident during the applicable Calendar Quarter. 2.1.4.2. Subject to Section 2.1.4.1 above, in the event that the timeframes for the SLA’s are not met (each a “Failure”), the following rules and procedures shall apply: (i) Licensee shall inform SAP in writing of any alleged Failure; (ii) SAP shall investigate any such claims and provide a written report proving or disproving the accuracy of Licensee’s claim; (iii) Licensee shall provide reasonable assistance to SAP in its efforts to correct any problems or processes inhibiting SAP’s ability to reach the SLAs; (iv) subject to this Section 2.1.4, if based on the report, an SAP Failure is proved, SAP shall apply a Service Level Credit (“SLC”) to Licensee’s next SAP Enterprise Support Fee invoice equal to one quarter percent (0.25%) of Licensee’s SAP Enterprise Support Fee for the applicable Calendar Quarter for each Failure reported and proved, subject to a maximum SLC cap per Calendar Quarter DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Enterprise Support Schedule enUS.v.9-2018 of five percent (5%) of Licensee’s SAP Enterprise Support Fee for such Calendar Quarter. Licensee bears the responsibility of notifying SAP of any SLCs within one (1) month after the end of a Calendar Quarter in which a Failure occurs. No penalties will be paid unless notice of Licensee’s well-founded claim for SLC(s) is received by SAP in writing. The SLC stated in this Section 2.1.4 is Licensee’s sole and exclusive remedy with respect to any alleged or actual Failure. 2.2 SAP Support Advisory Center. For Priority 1 and Top-Issues directly related to the Enterprise Support Solutions, SAP shall make available a global unit within SAP’s support organization for mission critical support related requests (the “Support Advisory Center”). The Support Advisory Center will perform the following mission critical support tasks: (i) remote support for Top-Issues – the Support Advisory Center will act as an additional escalation level, enabling 24X7 root cause analysis for problem identification; (ii) Continuous Quality Check service delivery planning in collaboration with Licensee’s IT, including scheduling and delivery coordination; (iii) provides one SAP Enterprise Support report on request per calendar year; (iv) remote primary certification of the SAP Customer Center of Expertise if requested by Licensee; and (v) providing guidance in cases in which Continuous Quality Checks (as defined in Section 2.3 below), an action plan and/or written recommendations of SAP show a critical status (e.g. a red CQC report) of the Enterprise Support Solutions. As preparation for the Continuous Quality Check delivery through SAP Solution Manager Enterprise Edition, Licensee’s Contact Person and SAP shall jointly perform one mandatory setup service (“Initial Assessment”) for the Enterprise Support Solutions. The Initial Assessment shall be based upon SAP standards and documentation. The designated SAP Support Advisory Center will be English speaking and available to Licensee’s Contact Person (as defined below) or its authorized representative twenty-four hours a day, seven days a week for mission critical support related requests. The available local or global dial-in numbers are shown in SAP Note 560499. The Support Advisory Center is only responsible for the above mentioned mission critical support related tasks to the extent these tasks are directly related to issues or escalations regarding the Enterprise Support Solutions. 2.3 SAP Continuous Quality Check. In case of critical situations related to the SAP Software Solution (such as Go Live, upgrade, migration or Top Issues), SAP will provide at least one Continuous Quality Check (the “Continuous Quality Check” or “CQC”) per calendar year for each SAP Software Solution. The CQC may consist of one or more manual or automatic remote Service Sessions. SAP may deliver further CQC’s in cases where vital alerts are reported by SAP EarlyWatch Alert or in those cases where Licensee and the SAP Advisory Center mutually agree that such a service is needed to handle a Top-Issue. Details, such as the exact type and priorities of a CQC and the tasks of SAP and cooperation duties of Licensee, shall be mutually agreed upon between the parties. At the end of a CQC, SAP will provide Licensee with an action plan and/or written recommendations. Licensee acknowledges that all or part of the CQC sessions may be delivered by SAP and/or a certified SAP partner acting as SAP’s subcontractor and based on SAP’s CQC standards and methodologies. Licensee agrees to provide appropriate resources, including but not limited to equipment, data, information, and appropriate and cooperative personnel, to facilitate the delivery of CQC’s hereunder. Licensee acknowledges that SAP limits CQC re-scheduling to a maximum of three times per year. Re- scheduling must take place at least 5 working days before the planned delivery date. If Licensee fails to follow these guidelines, SAP is not obliged to deliver the yearly CQC to the Licensee. 2.4 SAP Solution Manager Enterprise Edition under SAP Enterprise Support. 2.4.1 Use of SAP Solution Manager Enterprise Edition (and any successor to SAP Solution Manager Enterprise Edition provided hereunder) shall be subject to the Agreement and is solely for the following purposes under SAP Enterprise Support: (i) delivery of SAP Enterprise Support, and (ii) application lifecycle management for Licensee IT Solutions. Such application lifecycle management is limited solely to the following purposes: • implementation, configuration, testing, operations, continuous improvement and diagnostics • incident management (service desk), problem management and change request management as enabled using SAP CRM technology integrated in SAP Solution Manager Enterprise Edition DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Enterprise Support Schedule enUS.v.9-2018 • mobile application lifecycle management scenarios using SAP NetWeaver Gateway (or equivalent technology) integrated in SAP Solution Manager Enterprise Edition • management of application lifecycle management projects for Licensee IT Solutions using the project management functionality of SAP Project and Portfolio Management integrated in SAP Solution Manager Enterprise Edition. (However, the portfolio management functionality of SAP Project and Portfolio Management is not in scope of SAP Solution Manager Enterprise Edition and will need to be licensed separately by Licensee.) • administration, monitoring, reporting and business intelligence as enabled using SAP NetWeaver technology integrated in SAP Solution Manager Enterprise Edition. Business intelligence may also be performed provided the appropriate SAP BI software is licensed by Licensee as part of the Enterprise Support Solutions. For application lifecycle management as outlined under section 2.4.1(ii) above, Licensee does not require a separate Package license to SAP CRM. 2.4.2 Licensee is entitled to use those SAP databases which are listed on SAP’s Customer Support Website that are generally available to all SAP licensees together with SAP Solution Manager. This runtime license is limited to the use of the relevant database as underlying database of the SAP Solution Manager and limited to the term of this Schedule. 2.4.3 SAP Solution Manager Enterprise Edition may not be used for purposes other than those stated above. Without limiting the foregoing restriction, Licensee shall especially without limitation not use SAP Solution Manager Enterprise Edition for (i) CRM scenarios such as opportunity management, lead management, or trade promotion management except as CRM scenarios are expressly stated in Section 2.4.1; (ii) SAP NetWeaver usage types other than those stated above or (iii) application lifecycle management and in particular incident management (service desk) except for Licensee IT Solutions and (iv) non-IT shared services capabilities, including without limitation HR, Finance or Procurement; (v) SAP Project and Portfolio Management including but not limited to portfolio management or project management other than management of application lifecycle management projects as described above in Section 2.4.1; (vi) SAP NetWeaver Gateway, except for the mobile application lifecycle management scenarios within the scope described above in Section 2.4.1. 2.4.4 SAP – in its sole discretion – may update from time to time on SAP’s Customer Support Website under http://support.sap.com/solutionmanager the use cases for SAP Solution Manager Enterprise Edition under this Section 2.4. 2.4.5 SAP Solution Manager Enterprise Edition shall only be used during the term of this Schedule subject to the licensed rights for the Software and exclusively for Licensee's SAP-related support purposes in support of Licensee’s internal business operations. The right to use any SAP Solution Manager Enterprise Edition capabilities under SAP Enterprise Support other than those listed above is subject to a separate written agreement with SAP, even if such capabilities are accessible through or related to SAP Solution Manager Enterprise Edition. Licensee shall be entitled to allow any of its employees to use web self-services in the SAP Solution Manager Enterprise Edition during the term of this Schedule like creating support tickets, requesting support ticket status, ticket confirmation and change approvals directly related to Licensee IT Solutions. 2.4.6 In the event Licensee terminates SAP Enterprise Support and receives SAP Standard Support in accordance with Section 6, Licensee’s use of SAP Solution Manager Enterprise Edition under SAP Enterprise Support shall cease. Thereafter, Licensee’s use of SAP Solution Manager Enterprise Edition shall be governed by the terms and conditions of the SAP Standard Support Schedule. 2.4.7 Use of SAP Solution Manager Enterprise Edition may not be offered by Licensee as a service to third parties even if such third parties have licensed SAP Software; provided, third parties authorized to access the SAP Software under the Agreement may have access to SAP Solution Manager Enterprise Edition solely for SAP-related support purposes in support of Licensee’s internal business operations under and in accordance with the terms of this Schedule. 3. Licensee’s Responsibilities. 3.1 SAP Enterprise Support Program Management. In order to receive SAP Enterprise Support hereunder, Licensee shall designate a qualified English speaking contact within its SAP Customer Center of DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Enterprise Support Schedule enUS.v.9-2018 Expertise for the Support Advisory Center (the “Contact Person”) and shall provide contact details (in particular e-mail address and telephone number) by means of which the Contact Person or the authorized representative of such Contact Person can be contacted at any time. Licensee’s Contact Person shall be Licensee’s authorized representative empowered to make necessary decisions for Licensee or bring about such decision without undue delay. 3.2 Other Requirements. In order to receive SAP Enterprise Support hereunder, Licensee must further satisfy the following requirements: (i) Continue to pay all Enterprise Support Service Fees in accordance with the Agreement and this Schedule. (ii) Otherwise fulfill its obligations under the Agreement and this Schedule. (iii) Provide and maintain remote access via a technical standard procedure as defined by SAP and grant SAP all necessary authorizations, in particular for remote analysis of issues as part of incident handling. Such remote access shall be granted without restriction regarding the nationality of the SAP employee(s) who process incidents or the country in which they are located. Licensee acknowledges that failure to grant access may lead to delays in incident handling and the provision of corrections, or may render SAP unable to provide help in an efficient manner. The necessary software components must also be installed for support services. For more details, see SAP Note 91488. (iv) Establish and maintain an SAP certified Customer COE meeting the requirements specified in Section 4 below. (v) Have installed, configured and be using productively, an SAP Solution Manager Enterprise Edition Software system, with the latest patch levels for Basis, and the latest SAP Solution Manager Enterprise Edition support packages. (vi) Activate SAP EarlyWatch Alert for the Production Systems and transmit data to Licensee’s productive SAP Solution Manager Enterprise Edition system. See SAP Note 1257308 for information on setting up this service. (vii) Perform the Initial Assessment as described in Section 2.2 and implement all the recommendations of SAP classified as mandatory. (viii) Establish a connection between Licensee’s SAP Solution Manager Enterprise Edition installation and SAP and a connection between the Enterprise Support Solutions and Licensee’s SAP Solution Manager Enterprise Edition installation. (ix) Licensee shall maintain the solution landscape and core business processes in Licensee’s SAP Solution Manager Enterprise Edition system for all Production Systems and systems connected to the Production Systems. Licensee shall document any implementation or upgrade projects in Licensee’s SAP Solution Manager Enterprise Edition system. (x) To fully enable and activate the SAP Solution Manager Enterprise Edition, Licensee shall adhere to the applicable documentation. (xi) Licensee agrees to maintain adequate and current records of all modifications and, if needed, promptly provide such records to SAP. (xii) Submit all incidents via the then current SAP support infrastructure as made available by SAP from time to time via updates, upgrades or add-ons. (xiii) Inform SAP without undue delay of any changes to Licensee’s installations and any other information relevant to the Enterprise Support Solutions. 4. Customer Center of Expertise. 4.1 Role of the Customer Center of Expertise. In order to leverage the full potential value delivered as part of SAP Enterprise Support, Licensee is required to establish a Customer Center of Expertise (“Customer Center of Expertise”, or “Customer COE”). The Customer COE is designated by Licensee as a central point of contact for interaction with the SAP support organization. As a permanent center of expertise, the Customer COE supports Licensee’s efficient implementation, innovation, operation and quality of business processes and systems related to the SAP Software Solution based on the Run SAP methodology provided by SAP. The Customer COE should cover all core business process operations. SAP recommends starting the implementation of the Customer COE as a project that runs in parallel with the functional and technical implementation projects. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Enterprise Support Schedule enUS.v.9-2018 4.2 Basic Functions of the Customer COE. The Customer COE must fulfill the following basic functions: • Support Desk: Set-up and operation of a support desk with a sufficient number of support consultants for infrastructure/application platforms and the related applications during regular local working hours (at least 8 hours a day, 5 days (Monday through Friday) a week). Licensee support process and skills will be jointly reviewed in the framework of the service planning process and the certification audit. • Contract administration: Contract and license processing in conjunction with SAP (license audit, maintenance billing, release order processing, user master and installation data management). • Coordination of innovation requests: Collection and coordination of development requests from the Licensee and/or any of its affiliates, provided such affiliates are entitled to use the Enterprise Support Solutions under the Agreement. In this role the Customer COE shall also be empowered to function as an interface to SAP to take all action and decisions needed to avoid unnecessary modification of Enterprise Support Solutions and to ensure that planned modifications are in alignment with the SAP software and release strategy. • Information management: Distribution of information (e.g. internal demonstrations, information events and marketing) about Enterprise Support Solutions and the Customer COE within the Licensee’s organization. • CQC and other remote services planning: Licensee regularly engages in a service planning process with SAP. The service planning starts during the initial implementation and will then be continued regularly. 4.3 Customer COE Certification. Licensee must establish a certified Customer COE upon the later to occur of the following: (i) within twelve months after the Effective Date; or (ii) within six months after Licensee has started using at least one of the Enterprise Support Solutions in live mode for normal business operations. To obtain the then-current primary Customer COE certification or re- certification by SAP, the Customer COE undergoes an audit procedure. Detailed information on the initial certification and re- certification process and conditions, as well as information on the available certification levels, is available on SAP’s Customer Support Website (http://support.sap.com/ccoe). 5. Enterprise Support Fees. SAP Enterprise Support Fees shall be paid annually in advance and shall be specified in appendices or order forms under the Agreement. 6. Termination 6.1 SAP Enterprise Support may be terminated by either party with three months’ written notice (i) prior to the end of the Initial Term and (ii) thereafter, prior to the start of the following renewal period. Any termination provided in accordance with above will be effective at the end of the then-current SAP Enterprise Support period during which the termination notice is received by the respective party. Notwithstanding the forgoing, SAP may terminate SAP Enterprise Support after one month’s written notice of Licensee’s failure to pay Enterprise Support Fees. 6.2 Notwithstanding Licensee’s rights under Section 6.1, and provided Licensee is not in default of any obligations under the Agreement, Licensee may select SAP Standard Support with three months’ written notice to SAP either (i) with respect to all orders for support that are solely on a calendar year renewal basis, prior to the start of the renewal period that follows the Initial Term that commenced as of Licensee’s first order for SAP Enterprise Support; or (ii) with respect to all orders for support that are not solely on a calendar year renewal basis, prior to the start of the first renewal period in any calendar year that follows the Initial Term that commenced as of Licensee’s first order for SAP Enterprise Support. Such selection shall be stated by Licensee in the notice letter, and shall terminate SAP Enterprise Support effective with the commencement of SAP Standard Support. Any such selection shall apply to all Enterprise Support Solutions and shall be on SAP’s then-current terms and conditions for SAP Standard Support, including without limitation pricing. SAP and Licensee shall execute an amendment or other document to the Agreement memorializing Licensee’s selection and SAP’s then-current terms and conditions. 6.3 For the avoidance of any doubt, termination of SAP Enterprise Support or selection to enroll in another type of SAP Support Services by Licensee pursuant to Support Services selection provisions under the Agreement shall strictly apply to all licenses under the Agreement, its appendices, schedules, addenda and order documents and any partial termination of SAP Enterprise Support or partial selection of SAP Enterprise DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 SAP Confidential 122 SAP Software License Order Form Referencing SUR enUS.v.1-2018 SAP Opp. 302757124 / Quote 83908315 / Case 3061175970 Support by Licensee shall not be permitted in respect of any part of the Agreement, its appendices, schedules, addenda, order documents or this Schedule. 7. Verification. To check the compliance with the terms of this Schedule, SAP shall be entitled to periodically monitor (at least once annually and in accordance with SAP standard procedures) (i) the correctness of the information Licensee provided and (ii) Licensee’s usage of the Solution Manager Enterprise Edition in accordance with the rights and restrictions set out in Section 2.4. 8. Reinstatement. In the event Licensee elects not to commence SAP Enterprise Support upon the first day of the month following initial delivery of the Enterprise Support Solutions, or SAP Enterprise Support is otherwise terminated pursuant to Section 6 above or declined by Licensee for some period of time, and is subsequently requested or reinstated, SAP will invoice Licensee the accrued SAP Enterprise Support Fees associated with such time period plus a reinstatement fee. 9. Other Terms and Conditions. 9.1 The scope of SAP Enterprise Support offered by SAP may be changed annually by SAP at any time upon three (3) months’ prior written notice. 9.2 Licensee hereby confirms that Licensee has obtained all applicable licenses for the Licensee Solutions. 9.3 In the event that Licensee is entitled to receive one or more services per calendar year, (i) Licensee shall not be entitled to receive such services in the first calendar year if the Effective Date of this Schedule is after September 30 and (ii) Licensee shall not be entitled to transfer a service to the next year if Licensee has not utilized such service. 9.4 FAILURE TO UTILIZE SAP ENTERPRISE SUPPORT PROVIDED BY SAP MAY PREVENT SAP FROM BEING ABLE TO IDENTIFY AND ASSIST IN THE CORRECTION OF POTENTIAL PROBLEMS WHICH, IN TURN, COULD RESULT IN UNSATISFACTORY SOFTWARE PERFORMANCE FOR WHICH SAP CANNOT BE HELD RESPONSIBLE. 9.5 In the event SAP licenses third party software to Licensee under the Agreement, SAP shall provide SAP Enterprise Support on such third party software to the degree the applicable third party makes such support available to SAP. Licensee may be required to upgrade to more recent versions of its operating systems and databases to receive SAP Enterprise Support. If the respective vendor offers an extension of support for its product, SAP may offer such extension of support under a separate written agreement for an additional fee. If the vendor does not provide the support services required by SAP any more, SAP has the right to give reasonable notice of at least three months effective at the end of a calendar quarter of extraordinary and partial termination on the contractual relationship for support for the third party software concerned. 9.6 The parties agree the terms of the then current Personal Data Processing Agreement for SAP Support and Professional Services (“DPA”) found at https://www.sap.com/about/agreements/data-processing- agreements.html?tag=agreements:data-processing-agreements/support-professional-services apply to the Support Services and any other professional services SAP may provide to Licensee. 9.7 SAP Enterprise Support is provided according to the current maintenance phases of SAP software releases as stated in http://support.sap.com/releasestrategy. DocuSign Envelope ID: 972CA0D8-4FEE-4BCF-831A-C9F40A9F50A7 City of Palo Alto (ID # 10269) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/7/2019 City of Palo Alto Page 1 Summary Title: Next Generation City of Palo Alto Website Title: Approval of Contract Number C19173686 With Open Cities for Five Years for the Next Generation City Website in the Amount of $267,200 From: City Manager Lead Department: IT Department Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute the attached professional services five-year contract with Open Cities in the amount not to exceed $267,200 (Attachment A: C19173686-OpenCities Inc–Final) for the next generation public City website. The amount comprises professional services and 5 years of licensing, hosting and technical support in the amount of $242,000 and additional services in the amount of $25,200. Background The City of Palo Alto owns and operates the website at www.cityofpaloalto.org. The website consists of: • Approximately 3775 web pages • Web content is in excess of 6 gigabytes • Approximately 100 staff members support website content development • An estimated traffic of 5400 sessions per day • Website has online calendars • Numerous online services provided by the City. Complete list of e-services can be found here: https://www.cityofpaloalto.org/services/online.asp • The website is currently hosted by a vendor, Granicus. In June of 2018 a website assessment report was delivered to the City by Thirdwave Corporation as part of the Website Needs Assessment project run by the City. The website assessment report includes: 1. Website analytics analysis 2. Website benchmarking 3. Staff focus group reports 4. Staff and community survey results City of Palo Alto Page 2 For the full website assessment report, go here In June 2018 requirements elicitation was performed by the City’s IT Department with cooperation with the City’s website super-users and stakeholders. The website assessment report by Thirdwave Corporation and the requirements report by the IT Department together formed the requirements for the Next Generation Website project. The last upgrade for the City website was 5 years ago. The current site is not mobile-friendly and the new website will help ensure future ADA compliance. In the last few years, website design has evolved considerably, and the City needs to stay current with the new technology and advancements to provide efficient service to the community. Discussion The City of Palo Alto, Office of the City Manager, sought the services of a highly qualified vendor with expert professional and technical website design, development, implementation, licensing, hosting and support capabilities. The City issued a Request for Proposals (RFP) to identify a solution and a consultant to assist with the Design, Development, Hosting and Licensing of the Next Generation City of Palo Alto Website. The City received eleven proposals from potential vendors for the Next Generation City of Palo Alto Website RFP. Following a comprehensive proposal review and selection process including citywide departmental stakeholders, the City selected Open Cities as the solution and consultant to assist with the Next Generation City of Palo Alto Website. OpenCities was selected from a set of 4 shortlisted vendors and a total of 11 Proposals received. They were selected based on a set of criteria including the CMS solution, overall cost to the city, implementation and training options proposed. The City followed the timeline provided below. Next Generation City of Palo Alto Website - Bid Timelines (All Tasks Completed): Task Date RFP Issued November 20, 2018 Non-mandatory Pre-Proposal Meeting December 04, 2018, 9:30 AM Deadline for questions, clarifications December 11, 2018 Proposals Due Total of 11 responses received December 18, 2018 3:00 PM Consultants Interviews Total of 4 vendors were interviewed February 21, 2019, February 25, 2019, February 27, 2019, February 28, 2019 Consultant selected: Open Cities March 21, 2019 The selected consultant, OpenCities, will perform the following tasks: 1. Project Management 2. Design Discovery and Site Configuration a. Design Ideation and Branding b. Information Architecture and Governance Strategy c. Theme Design and Branding Review City of Palo Alto Page 3 d. Design, Branding Finalization and Implementation 3. Site Administrator and Content Publisher Training a. Content Publisher Training b. Site Administrator Training c. Help Center / Knowledge Bank d. Digital Services Academy 4. Content Migration and Curation a. Assist Content Creation b. Migrate Content from current site 5. Launch, Testing and Iteration a. Website Testing b. Beta Launch (4 Weeks) 6. Licensing and Hosting a. Website Content Management Software Licensing b. Website Hosting environment & Services 7. Ongoing Technical Support Services (5 years) The final outcome of the tasks mentioned above will be a fully functional City of Palo Alto Website. A more robust website will support the following citywide goals: • Increase citywide information sharing, communications and community engagement • Reflect the City’s standing as the birthplace of Silicon Valley and reinforce the City’s branding • Ensure mobile capacity and ADA compliance • Act as a springboard for the public to use other e-services offered by the City • Expand integration with other digital communications, including social media • Ensure the City has the ability to adapt to the evolving technology landscape The proposed timelines for the Next Generation City of Palo Alto Website project going forward are summarized in the following table. Proposed Next Generation City of Palo Alto Website – Upcoming Milestones Task Date Contract Negotiation August 26, 2019 Staff Report on Council Agenda October 7, 2019 Vendor On-board October 14, 2019 Website Design Development and Configuration Early 2020 Training Spring 2020 City of Palo Alto Page 4 Content Creation, Migration & Curation Spring/Summer 2020 Beta Launch & Testing Summer 2020 Final Go Live Fall/Winter 2020 Resource Impact The funds for the payment of this contract for Fiscal Year 2020 are budgeted within the Technology Fund as part of the Information Technology Department’s operating budget. For Fiscal Years 2021-2024, the cost for the contract will be subject to the City Council annual appropriation of funds. Policy Implications Approval of this contract is consistent with current City policies. Environmental Review This award of contract for professional software services is not a project under the California Environmental Quality Act (CEQA), therefore, no environmental review is required. Attachments: • Attachment A: C19173686-OpenCities Inc-FINAL Professional Services Rev. April 27, 2018 Page 1 of 30 CITY OF PALO ALTO CONTRACT NO. C19173686 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND OPENCITIES, INC. FOR PROFESSIONAL SERVICES This Agreement is entered into on this 9th day of September, 2019 (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and OPENCITIES INC, a Delaware corporation, located at 1885 Mission Street, San Francisco, CA 94103 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to redesign its website (“Project”) and desires to engage a consultant to procure a new Content Management System (“CMS”) and develop a new website in connection with the Project (the “Services” as defined in Section 1, below). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Section 1, below. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” (“Scope Of Services”) and Exhibit “A-3” (“SaaS Subscription”), in accordance with the terms and conditions contained in this Agreement, including without limitation Exhibit “A-2” (“Functional and Non-Functional Requirements”). The performance of all Services shall be to the reasonable satisfaction of CITY. Optional Additional Services (This provision only applies if checked and only applies to Agreements that specify an amount for Additional Services under Section 4 and Exhibit “C”.) Additional Services (as defined in Section 4, “Compensation,” below) will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1 (“Professional Services Task Order”). Each Task Order shall designate a CITY Project Manager for the Task Order (even if it is the same as the CITY Project Manager for this Agreement) and shall contain a specific proposed scope of work, schedule of performance and compensation amount, in accordance with DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 2 of 30 the provisions of this Agreement. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth for Additional Services in Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under an authorized Task Order and CITY may elect to, but is not required to, authorize Additional Services work up to the maximum compensation amount set forth in Section 4. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2024 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Scope of Services”) and Exhibit “A-3” (“SaaS Subscription”) (which Services are also referred to collectively herein as the “Basic Services”) shall not exceed Two Hundred Forty Two Thousand Dollars ($242,000), as detailed in Exhibit “C” (“Compensation”). CONSULTANT agrees to complete all Basic Services within this amount. In the event Additional Services (defined below) are authorized, the total compensation for Basic Services and any Additional Services shall not exceed Two Hundred Sixty Seven Thousand Two Hundred Dollars ($267,200). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. The applicable rates for any approved Additional Services are set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE.” CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. “Additional Services” shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Basic Services described at Exhibits “A” or Exhibit “A-3”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit invoices to the CITY in accordance with the budget schedule as detailed in Exhibit C (“Compensation”) for Basic Services describing the services performed and the applicable charges for milestones completed. In the event that Additional Services are authorized by the CITY, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges(including an identification of personnel who performed the services, hours worked and hourly rates), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 3 of 30 Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 4 of 30 SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of a subcontractor. Option B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that subcontractors may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are: CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible for all acts and omissions of a subcontractor. CONSULTANT shall change or add subcontractors only with the prior approval of the city manager or designee. SECTION 13. PROJECT MANAGEMENT.CONSULTANT will assign Irina Tikhonova as the project manager to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s project manager is Gunjan Kanwal, Information Technology Department, Project Services Division, 250 Hamilton Avenue, Palo Alto, CA 94301, Telephone: 650-329-2254, email: Gunjan.Kanwal@CityofPaloAlto.org. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. INTELLECTUAL PROPERTY. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement as unique to this engagement with CITY shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT makes no representation of the suitability of the work DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 5 of 30 product for use in or application to circumstances not contemplated by the scope of work. 14.1 Intellectual Property Rights in the SaaS. CONSULTANT retains all right, title, and interest in and to the software-as-a-service (“SaaS”), defined as the online-hosted SaaS to be provided by CONSULTANT to CITY under this Agreement as detailed in Exhibit A-3 (“SaaS Subscription”), including without limitation all Software (defined below) used to provide the SaaS and all graphics, user interfaces, logos, and trademarks reproduced through the SaaS. This Agreement does not grant CITY any intellectual property license or rights in or to the SaaS or any of its components or any Documentation (defined below) except those expressly granted herein. CITY recognizes that the SaaS and its components and the Documentation are protected by copyright and other laws. “Software” means the online-hosted computer software application(s) residing on CONSULTANT-provided servers that CONSULTANT uses to provide to CITY services described in this Agreement, and that CONSULTANT makes digitally accessible to the CITY and its Authorized Users (defined below) via the internet. “Documentation” means the technical publications relating to the use of the SaaS, such as reference, installation, administrative and programmer or user manuals, made available by Contractor to CITY. 14.2 Grant of License to the SaaS. CONSULTANT hereby grants to CITY a limited, non- exclusive, non-transferable term license to use, access and benefit from the SaaS in fulfilling the CITY’s public mission during the term of this Agreement. The license granted to CITY hereunder includes the right to provide to the CITY’s Authorized Users access to the SaaS in accordance with this Agreement, including the CMS and other administrative, non-public facing portions of the SaaS as well as the public-facing portions of the SaaS. “Authorized User” means all persons holding a valid ID and password issued by the CITY pursuant to this Agreement. The parties understand and agree that pursuant to this Agreement, members of the public will access the public-facing portions of the SaaS. 14.3 Ownership of Data; Grant of License to City Data. The parties acknowledge and agree that CITY owns the City data, content, documents, materials and other information, in any form or media, imported or otherwise inputted into, or gathered by, the SaaS (“City Data”); that the CITY has a right to control, access and retrieve City Data at any time during the term of the Agreement, in computer-readable format. The CITY hereby grants to CONSULTANT and its subcontractors, if any, the limited, non-exclusive, non-transferable, revocable rights to access and use City Data during the term of this Agreement solely for the purposes of performing CONSULTANT’s obligations to CITY hereunder and supporting CITY’s use of the SaaS hereunder, and as is otherwise expressly permitted under this Agreement. This Agreement does not grant CONSULTANT or its subcontractors any intellectual property license or rights in or to the City Data except those expressly granted herein. Upon termination or expiration, if CITY will leave the SaaS, CONSULTANT and CITY shall work together to provide CITY with a copy of City Data in mutually-agreed computer-readable format(s). CITY shall have the option to choose from one of several methods to obtain a copy of City Data. Once such data has been provided to CITY, CONSULTANT shall use a secure means of destruction or erasure of any City Data remaining in its possession and, at the CITY’s request, certify the same. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 6 of 30 retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. [Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. [Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 16.A. LIMITATION OF LIABILITY. 16.A.1. LIMITATION OF LIABILITY OF CONSULTANT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL CONSULTANT BE LIABLE TO CITY, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES OR FOR ANY LOSS OF PROFIT OR LOSS OF BUSINESS BY CITY, EVEN IF CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH POTENTIAL CLAIM, LOSS OR DAMAGE. EXCEPT AS PROVIDED IN THE IMMEDIATELY FOLLOWING SENTENCE, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT OF CONSULTANT TO CITY EXCEED THE DOLLAR AMOUNT PROVIDED FOR IN SECTION 4 (“NOT TO DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 7 of 30 EXCEED COMPENSATION”) OF THIS AGREEMENT. CONSULTANT'S LIABILITY LIMIT SET FORTH HEREIN SHALL NOT APPLY TO (1) DAMAGES CAUSED BY CONSULTANT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (2) CONSULTANT'S OBLIGATIONS TO INDEMNIFY AND DEFEND CITY PURSUANT TO SECTION 16 (“INDEMNIFICATION”) OF THIS AGREEMENT, (3) LIMIT CLAIMS OR GENERAL DAMAGES THAT FALL WITHIN THE INSURANCE COVERAGE OF THIS AGREEMENT, (4) STATUTORY DAMAGES, AND (5) WRONGFUL DEATH CAUSED BY CONSULTANT. 16.A.2. LIMITATION OF LIABILITY OF CITY. CITY’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PAYMENT OF THE COMPENSATION PROVIDED FOR IN SECTION 4 (“NOT TO EXCEED COMPENSATION”) OF THIS AGREEMENT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL CITY BE LIABLE, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PERFORMED IN CONNECTION WITH THIS AGREEMENT. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 8 of 30 Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 16.A, 19.4, 20, 25 and 27. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 9 of 30 To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: OpenCities, Inc. Attn: Cynthia Francis, COO 1885 Mission Street San Francisco, CA 94013 With a copy to the Project Manager via email SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 10 of 30 reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CCONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. OR DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 11 of 30 26.1 CONSULTANT is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. CONSULTANT shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. 26.2 CONSULTANT shall comply with the requirements of Exhibit “E” for any contract for public works construction, alteration, demolition, repair or maintenance. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California without regard to conflict of law provisions. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement referred to herein are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 12 of 30 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this Agreement with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. The provisions of this paragraph shall survive the termination or expiration of this Agreement. 27.10 CONSULTANT understands and agrees that, in connection with this Agreement, the CONSULTANT may have access to proprietary and/or confidential information which may be owned or controlled by the CITY, the disclosure of which to third parties may be damaging to the CITY, its employees or customers/residents. CONSULTANT also understands and agrees that the disclosure of such information may violate state and/or federal law and may subject the CONSULTANT to civil liability. Consequently, CONSULTANT agrees that all information disclosed by the CITY to the CONSULTANT shall only be used in the performance of this Agreement, unless disclosure is required by law or court order. CONSULTANT shall exercise the same standard of care to protect such information as is used to protect its own proprietary and/or confidential information and in no case less than a reasonable standard of care. The provisions of this paragraph shall survive the termination or expiration of this Agreement. 27.11 All unchecked boxes do not apply to this Agreement. 27.12 The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 27.13 This Agreement may be signed in multiple counterparts, which, when executed by all the parties, shall together constitute a single binding agreement. DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 13 of 30 CONTRACT No. C19173686 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO ____________________________ City Manager (Required on contracts over $85,000) APPROVED AS TO FORM: __________________________ City Attorney or designee (Required on Contracts over $25,000) OPENCITIES, INC. Officer 1 By: Name: Title: Officer 2 (Required for Corp. or LLC) By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER EXHIBIT “A-2”: FUNCTIONAL AND NON-FUNCTIONAL REQUIREMENTS EXHIBIT “A-3”: SaaS SUBSCRIPTION EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: HOURLY RATE SCHEDULE EXHIBIT “D”: INSURANCE REQUIREMENTS EXHIBIT “E”: INFORMATION PRIVACY POLICY EXHIBIT “F’: VENDOR CYBER SECURITY TERMS AND CONDITIONS EXHIBIT “G’: SERVICE LEVEL AGREEMENT AND CONTACT INFORMATION DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Alex Gelbak CEO Leon Gelbak CTO Professional Services Rev. April 27, 2018 Page 14 of 30 EXHIBIT “A” SCOPE OF SERVICES Pursuant to this Agreement, CONSULTANT (also referred to as “OpenCities”) will provide CITY with professional and technical website design services as detailed below in this Exhibit A. The services include design, development, training, implementation, content migration, licensing, hosting, maintenance, updates, security and technical support as detailed in this Exhibit A and elsewhere in this Agreement. Task 1: Kick-off, Research & Discovery a.Kick off Meeting. Meet the Team for City and OpenCities, confirm timelines for the project, schedule training sessions, walk-through process for site set up, design and content migration, and discuss hand-offs to 3rd party applications if applicable. Determination is made as to key site elements necessary for configuration. Discussion of CORE and STEERING Committees for CITY. Planning for Civic User Testing groups or other user testing mechanisms. b. Project Management Tool. Introduction to Asana as OpenCities shared project management environment to track progress and maintain a visual point of truth as to the steps in the project. c.Creative Brief/Asset Collection. CITY works with OpenCities to secure assets such as logos and images along with any existing style guides. d. Create/Review Analytics. CITY provides access to existing Google Analytics and any data collection that has been ongoing, and the OpenCites team will assess current site data. Task 2: Design Discovery and Development, Site Configuration In this phase the OpenCities project team and the CITY will share assets and work to align and deliver navigation, look and feel that reflects the spirit and goals of the CITY while leveraging the best practices for effective site layout and design. a.Configure General locality information. This data importation will allow for structured content (such as events, places of interest, and projects) to render dynamically in geographic context on the site. e.Design Ideation and Creation of Creative Brief. OpenCities will facilitate an ideation session with stakeholders (Steering Committee) to help inform statements that capture an intention for the look and feel for the beta release of the redesigned website, and prepare a Creative Brief summarizing these objectives and intentions. * Upon finalizing the creative brief, this information will be provided as a style and writing guide to the CITY. f.Information Architecture and Governance Strategy. The OpenCites project team will crawl the current site and map the current content in the old site for migration to the new site. The OpenCities team will consult and advise the CITY's web management team through a process of creating a governance plan for the website. Outcomes will include assisting the CITY in formulating clearly assigned roles and expectations, an approved process for gathering, writing, approving and publishing new site content, and the initial plans for each page of content (Move, Improve, and Archive). DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 15 of 30 g. Homepage & Theme Design Review. The OpenCities project team will present a first iteration of the three design and site layout based on the assets and intentions shared in the Design meeting. Discussion of who should be included in the design review is up to the CITY. Inclusion of citizen engagement should be discussed and agreed prior to finalization of the CITY contract with OpenCities. Two additional iterations will follow for the final selected design. h. Design Finalization. Once the design is skinned onto a live OpenCities instance, content publishing/migration will immediately begin. NOTE: While the configuration of the site information is based on best-practices from OpenCities industry and Design Guidelines published by the USDigital Services, there is ample room for the CITY to make ongoing image, layout and design changes even after launch, using OpenCites Theme Builder capability. Task 3: Site Admin and Content Publisher Training In this phase, OpenCities will provide training to both the Site Administrators (two people responsible for the site) and Content Publisher training (usually at least one person from each department who has responsibility for maintaining the services and department pages for that department). All training sessions will be delivered remotely via web-conferencing, but for larger groups Open Cities will deliver training on-site in a hands-on, train the trainer or classroom style format at City offices. OpenCites will provide five days of on-site providing content migration work, and both sessions of training with the Palo Alto team. a. Content Publisher Training. The OpenCities team will be on-site to lead a 2.5 hour, hands-on, classroom style training on using the OpenCities CMS (content management system). This session is for individuals in the CITY who manage content for their department, generally what we call “Structured” content. The class focuses on how to use OpenCities to create pages, publish information, manage pages and images or documents within the CMS, create forms using OpenForms, and use the Knowledge Bank. This includes learning various modules including news and events, minutes & agendas, parks & facilities, job notifications, general and landing pages, directories, media and file libraries. b. Site Administrator Training. Typically delivered to 1-3 website managers, this 2 hour onsite session focuses on setting up, training and managing users, as well as using/creating roles, workflows, permissions and website settings. OpenCities will also cover troubleshooting City’s site and accessing the online helpdesk. Content publishing training is a pre-requisite for site manager training. c. OpenCities Help Center/Knowledge Bank. The CITY and all staff publishing to the website will receive access to the OpenCities Knowledge Bank and ticketing system, which offers detailed learning materials and documentation for every OpenCities module. Each article contains annotated images with step by step instructions showing how to use the functions in OpenCities, and many articles also offer strategic advice to help make the most of the functionality. d. Digital Services Academy The OpenCites project team will use a 3 day, 2.5 hour per day facilitated workshop to train City staff on how to re-envision government web pages and PDFs as interactive services. Participants learn how to migrate prioritized content from the current site so that it becomes a fully functional Digital Service. Accommodating “service owners”, the OpenCities project team will work with DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 16 of 30 participants (content publishers and departmental staff) to create a journey map of one of their key services, identify areas for improvement, prototype a new transaction, redesign their content, and test their new services page and digital form with a set of actual users. Task 4: Content/service creation, migration and curation a. Content Creation: OpenCities encourages City departments to create or recreate their department pages and services with support from the OpenCities and Digital Services/Web ReDesign teams. To support the City’s goal for a next generation website, the OpenCities team will work with City departments to ensure new content is created and work to train users in writing for the web so that they can maintain the site in a consistent way. b. Content Migration. OpenCities will migrate all content, making sure the pages transfer to the OpenCities CMS appropriately. The migration process does not include the creation, editing or enhancement of the content. OpenCities will assist City Staff with expertise and suggestions for changes when migrating content to the new website. Task 5: Launch, Testing and Iteration a. Launch: OpenCities will coordinate the full launch of the site with the City’s team to assure a smooth transition from the old to the new site, including Domain Name System (“DNS”) transfer. b. Civic User Testing: OpenCities will provide coaching and feedback on strategies for user testing, including using volunteers for person-to-person user testing in a community, using positive survey respondents for remote testing of new pages, or regular use of surveys for general and specific feedback. c. Iteration: OpenCites will provide quarterly updates and feature enhancements, continuous support and community forums, as well as a twice annual site review and recommendation session. Task 6: Licensing & Hosting (Annual SaaS Subscription Services, per Exhibit “A-3”) This section is further detailed in Exhibit “A-3” and includes: a) Website Content Management Software Licensing b) Website Hosting environment & Services Task 7: Ongoing Technical Support (Annual SaaS Subscription Services, per Exhibit “A- 3”) This section is further detailed in Exhibit “A-3” and includes: a) Ongoing technical support services CITY’S REQUIREMENTS 1. OpenCities shall offer Network Layer IP filtering solution for administrative access to the City of Palo Alto’s Open Cities instance. Access will be allowed only from the City of Palo Alto’s IP address and the OpenCities IP addresses. DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 17 of 30 2. Any data transfer between the City of Palo Alto and the OpenCities's environment shall securely be transferred/processed through HTTPS/SFTP/FTPS/VPN communication. 3. The City of Palo Alto data hosted at rest and the backup stage within the OpenCities environment (including OpenCities’s contracting organizations environment) shall be encrypted securely. 4. The OpenCities shall provide robust disaster recovery and business continuity solutions to the City of Palo Alto for the systems and services provided under this Agreement. 5. OpenCities shall provide all services under this Agreement in accordance with Exhibit “E,” entitled “INFORMATION PRIVACY POLICY,” and Exhibit “F,” entitled VENDOR CYBER SECURITY TERMS AND CONDITIONS.” DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 18 of 30 EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER Consultant shall perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into the Agreement by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. ISSUE DATE OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE) 1A. MASTER AGREEMENT NUMBER (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): 1B. TASK ORDER NO.: 2. CONSULTANT NAME: 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________ 5. BUDGET CODE_______________ COST CENTER________________ COST ELEMENT______________ WBS/CIP__________ PHASE__________ 6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A) MUST INCLUDE: WORK TO BE PERFORMED SCHEDULE OF PERFORMANCE COMPENSATION AMOUNT AND RATE SCHEDULE (AS APPLICABLE) DELIVERABLES REIMBURSABLE EXPENSES, if any (with “not to exceed” amount) 8. ATTACHMENTS: A: Scope of Services B (if any): __________________________________ I hereby authorize the performance of the work described in this Task Order. APPROVED: CITY OF PALO ALTO BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________ I hereby acknowledge receipt and acceptance of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: COMPANY NAME: ______________________ BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________ DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 19 of 30 EXHIBIT A-2 FUNCTIONAL AND NON FUNCTIONAL REQUIREMENTS Exhibit A-2, entitled “Functional and Non Functional Requirements,” is hereby attached, totaling 22 pages. DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E City of Palo Alto IT Project Services Requirements Document Document Version: 4 Page 5 Bid Requirements Implementation management: ID Requirement Classification Vendor Response (Appendix ID) IM10 Listed scope of work with assigned responsibility to City or vendor Mandatory See Chapter 4 IM20 Detailed proposed schedule with estimated dates and milestones Mandatory Appendix A IM30 Detailed milestones and compensation schedule Mandatory Appendix B Functional Requirements Features and Functions: These features and functions will be used as baseline requirements. The proposed solution shall, at least, meet these requirements and can be expanded to accommodate potential future features and functions without costly redesign. If awarded the contract, the vendor shall provide a written user manual or user guide for the identified features as a deliverable ID Requirement Classification Vendor Response (Standard/ Custom) Admin FF1 Role-Based User Permissions Mandatory Standard FF2 Self-Service Password Reset Mandatory Standard FF3 Administrator Controls User Capabilities Mandatory Standard Content Directory FF4 Customizable Page Content Directory (Not Site Map) Desired Standard Calendar FF5 Filter by Department Mandatory Standard FF6 Filter by Event Type Desired Standard FF7 Department-specific Calendars Mandatory Standard FF8 Recurrence Mandatory Standard FF9 Location Filter (For Mapping) Desired Standard FF10 Calendar Image Mandatory Standard FF11 Event Contact Info Mandatory Standard FF12 Mapping of Event Desired Standard FF13 File Attachments Mandatory Standard FF14 Time Info (Start, End, All Day) Mandatory Standard FF15 Ability to Feature Event on Other Pages Desired Standard FF16 Ability to insert calendar items on any page Desired Standard FF17 Events by Monthly Calendar Mandatory Standard FF18 Events by List Mandatory Standard FF19 Active/Inactive Mandatory Standard FF20 Share to social media Desired Standard EXHIBIT A-2 FUNCTIONAL AND NON-FUNCTIONAL REQUIREMENTS Exhibit A-2 ~ Page 1 of 22 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Page 6 City of Palo Alto IT Project Services Requirements Document Document Version: 4 FF21 Volunteer Sign up Desired Standard – Via OpenForms FF22 Insert External links Mandatory Standard FF23 List venue Mandatory Standard FF24 Calendar sync - Add events to Google calendar and iCal Desired Standard FF25 Event Registration Desired Standard – Via OpenForms FF26 Event series Mandatory Standard FF27 Reminder Visitors About Calendar Events Desired Standard FF28 Payment Gateway Integration Desired Standard FF29 Search Events Mandatory Standard Frequently Asked Questions/Knowledge Base FF30 Assignment By Page(s) Desired Standard FF31 Filter by Category and Type Desired Standard FF32 URL Desired Standard FF33 FAQ Desired Standard FF34 Ability to Provide Location Information Desired Standard FF35 File Attachments Desired Standard FF36 Image(s) Desired Standard FF37 Active/Inactive Desired Standard File/Document Storage FF38 Text-Searchable Desired Standard FF39 Bulk Upload Desired Standard FF40 Upload Frequently Used File Types Mandatory Standard FF41 Revision Date Mandatory Standard FF42 Revision Number Mandatory Standard FF43 Metadata (Keywords, Tags) Mandatory Standard FF44 Sort by multiple dimensions (Department, Subject) Mandatory Standard FF45 Document Type Mandatory Standard FF46 Role-Based Access Mandatory Standard FF47 Active/Inactive Mandatory Standard FF48 Searchable Mandatory Standard FF49 Adjustable max file size threshold (max file size Mandatory50MB) Mandatory Standard Slideshows FF50 Description of Image In slideshow Mandatory Standard FF51 Inserts into page (User Editing Function) Mandatory Standard FF52 Hyperlink Mandatory Standard FF53 Image(s) Mandatory Standard FF54 Video in Slideshow (YouTube) Mandatory Custom – not priced / we’d highlight our concerns around accessibility compliance of this feature FF55 Auto-size image for slideshow Desired Standard FF56 Visual cropping of slideshow image (like on profile pics) Mandatory Standard Pages EXHIBIT A-2 FUNCTIONAL AND NON-FUNCTIONAL REQUIREMENTS Exhibit A-2 ~ Page 2 of 22 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Page 7 City of Palo Alto IT Project Services Requirements Document Document Version: 4 FF57 Multiple Page Types (Syndicated) Desired Standard FF58 Multiple Page Types (Non-Syndicated) Mandatory Standard FF59 Page Metadata Mandatory Standard FF60 Image(s) Mandatory Standard EXHIBIT A-2 FUNCTIONAL AND NON-FUNCTIONAL REQUIREMENTS Exhibit A-2 ~ Page 3 of 22 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Page 8 City of Palo Alto IT Project Services Requirements Document Document Version: 4 FF61 File Attachments Mandatory Standard FF62 Ability to sort from newest to oldest Mandatory Standard FF63 Last Updated Mandatory Standard FF64 Modified By Desired Standard FF65 Rollback or Versions Mandatory Standard FF66 Selectable Page Design Templates Mandatory Standard FF67 Customizable Page Templates Mandatory Standard FF68 Page Freshness Report Desired Standard FF69 Orphan page removal Mandatory Standard FF70 Responsive design Mandatory Standard FF71 Publish at pre-set time Mandatory Standard FF72 Page update approval workflow Desired Standard FF73 Broken link check Desired Standard FF74 Inline spell-check Mandatory Standard FF75 Video embeding Mandatory Standard Phone Directory For the following : OpenCities can accomplish as standard assuming We will use the Departments Module / Directory to create this solution. FF76 Searchable Mandatory Standard FF77 Metadata, Tags Mandatory Standard FF78 Ability to List People, Facilities, and Services Mandatory Standard FF79 Image(s) Mandatory Standard FF80 Email Link Mandatory Standard FF81 Social Links Desired Standard FF82 Multiple Phone Numbers Mandatory Standard FF83 Location Info Mandatory Standard FF84 Categories Desired Custom FF85 Contact database has multiple applications in the CMS Desired Custom Image Repository/Library FF86 Role based access Desired Standard FF87 Ability to preview and post to pages from library Mandatory Standard FF88 Bulk image upload Desired Standard User Portal FF89 Save a page Desired Custom FF90 Notifications (when page is changed) Desired Standard FF91 Opt-in email (Email Marketing Interface) Desired Standard via Mailchimp FF92 Recommendations based on previous visits Desired Custom FF93 Last visited page Desired Custom FF94 News feed Desired Custom FF95 Personalized experience Desired Standard – We’d share more during a demo how we do this through personalized content delivery based on transactional experiences FF96 User comments Desired Standard EXHIBIT A-2 FUNCTIONAL AND NON-FUNCTIONAL REQUIREMENTS Exhibit A-2 ~ Page 4 of 22 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Page 9 City of Palo Alto IT Project Services Requirements Document Document Version: 4 FF97 Make event suggestions Desired Standard via OpenForms Public Relations FF98 Press Releases (Customizable Templates) Mandatory Standard FF99 Media Center Desired Standard Short Links (For Marketing Materials) FF100 Custom short links Mandatory Standard EXHIBIT A-2 FUNCTIONAL AND NON-FUNCTIONAL REQUIREMENTS Exhibit A-2 ~ Page 5 of 22 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Page 10 City of Palo Alto IT Project Services Requirements Document Document Version: 4 FF101 Active/Inactive Desired Standard Forms FF102 Customizable Mandatory Standard FF103 Captcha Mandatory Standard FF104 Database Mandatory Standard FF105 Notification Email(s) to Others Mandatory Standard FF106 Custom Completion Page Mandatory Standard FF107 Redirect Mandatory Standard FF108 Confirmation Email to User Mandatory Standard FF109 Pop-up forms (email sign up forms) Desired Custom Social Media FF110 Can Be Turned-on By Page Desired Standard FF111 Share button Mandatory Standard FF112 Share page Mandatory Standard Training FF113 Functionality Documentation (How-tos) Mandatory Standard FF114 Training Documentation Mandatory Standard FF115 Onsite Training Mandatory Standard FF116 Online Training Mandatory Standard FF117 Knowledge base Mandatory Standard Content Editor FF118 WYSIWYG Mandatory Standard FF119 Control By Limited Style Options Mandatory Standard FF120 Ability to flow text around images Desired Standard FF121 Tables Mandatory Standard FF122 Templates Mandatory Standard FF123 Inline image cropping and resizing Desired Standard FF124 Display GIS Data Desired Standard FF125 IFrames Mandatory Standard FF126 Enforced ADA Compliance (Alt-tags, Screen Reader) Desired Standard -- Alt Tags can be enforced, important to understand goal of screen readers FF127 Custom Navigation Desired Standard FF128 Rich Editor (Typical Page Editing Functions) Mandatory Standard FF129 Design and HTML views Mandatory Standard FF130 Rollback or Versions Mandatory Standard FF131 Metadata, Tags Mandatory Standard FF132 Print Version Desired Standard FF133 Last Modified Mandatory Standard FF134 Modified By Mandatory Standard FF135 javascript widget insertion Desired Standard FF136 Role-based editing access Mandatory Standard FF137 Development server Desired Standard – Extra fees, as not typically required given OpenCities approach EXHIBIT A-2 FUNCTIONAL AND NON-FUNCTIONAL REQUIREMENTS Exhibit A-2 ~ Page 6 of 22 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Page 11 City of Palo Alto IT Project Services Requirements Document Document Version: 4 to set up/implementation FF138 Embed streaming video Mandatory Standard FF139 Drag and drop images into webpage Desired Custom FF140 Insert social media content (as inline or widget) Desired Standard EXHIBIT A-2 FUNCTIONAL AND NON-FUNCTIONAL REQUIREMENTS Exhibit A-2 ~ Page 7 of 22 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Page 12 City of Palo Alto IT Project Services Requirements Document Document Version: 4 FF141 Auto-save during content editing Desired Custom FF142 Customizable page templates (based on user role) Mandatory Standard FF143 Selectable page design templates (based on common a set created by designer and/or site admins, e.G. News, press release, faq, informational page, policy, etc) Mandatory Standard Search FF144 Filtered search - by department file type date range Mandatory Standard FF145 Did you mean... Desired Standard FF146 Search spans all site content (e.g. calendar events) Mandatory Standard Integrations NOTE: We are assuming you mean embedding an iFrame onto a page, or simply linking through to these systems as a hyperlink, then the response should be STANDARD. If you are talking about genuine coding-based integration where data is being exchanged between systems, then this is CUSTOM – and we’d flag that many of the systems listed below have no APIs available to facilitate such an integration, even though OpenCities does. FF147 Open City Hall Mandatory Custom FF148 Palo Alto 311 Mandatory Custom FF149 RPP Traffic Permitting Mandatory Custom FF150 Parking citation payment Mandatory Custom FF151 Typical social media sites Mandatory Standard FF152 Integration with class registration (ActiveNet) Mandatory Custom FF153 One online payment screen that integrates different services Mandatory Custom FF154 Third-party API Integration Mandatory Standard FF155 GIS Desired Custom FF156 Accela (online development permit monitoring) Desired Custom ADA FF157 Responsive design Mandatory Standard FF158 Text Searchable PDF Mandatory Standard – although not for “scanned” images saved as PDFs FF159 ADA Standards Training Mandatory Standard FF160 Text version Mandatory Standard FF161 ADA Compliant (WCAG Desired.Mandatory) – Level A Mandatory Standard FF162 ADA Compliant (WCAG Desired.Mandatory) – Level AA Mandatory Standard FF163 ADA Compliant (WCAG Desired.Mandatory) – Level AAA Desired Custom – not suggested as requires limited color pallete (basically black/white) FF164 Font size Mandatory Standard FF165 ADA compliance forced in content editor Desired Standard FF166 Colors must meet ADA contrast requirements Mandatory Standard Navigation FF167 Sitemap Mandatory Standard FF168 Breadcrumbs Desired Standard Support EXHIBIT A-2 FUNCTIONAL AND NON-FUNCTIONAL REQUIREMENTS Exhibit A-2 ~ Page 8 of 22 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Page 13 City of Palo Alto IT Project Services Requirements Document Document Version: 4 FF169 24 hour support for urgent issues Desired Standard FF170 Support SLA Mandatory Standard List of Custom Modules FF171 Community Services Desired Standard -- we can interpret this as a content item, not a functional item FF172 Public Art Database Desired Standard – can be treated as a content itme, or enabled through the MyNeighborhood as a geocoded dataset FF173 Inline display of analytics data from Google Desired Standard – OpenCities Live analytics dashboard Other FF174 Translation/localization Desired Standard FF175 Open data integration Desired Standard – via APIs EXHIBIT A-2 FUNCTIONAL AND NON-FUNCTIONAL REQUIREMENTS Exhibit A-2 ~ Page 9 of 22 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E City of Palo Alto IT Project Services Requirements Document Document Version: 4 Page 10 FF176 Chatbot functionality Desired Standard – Planned Feature Enhancement (additional SaaS fee) FF177 Readiness for IoT integration Desired Standard – using OpenCities APIs (assumes built/managed by City) FF178 Website reporting/dashboard Desired Standard FF179 Document website style guide Mandatory Standard – Writing for the Web training included Mobile FF180 Forms with contextualized keyboards (for touch devices) Desired Standard FF181 Rather than mobile versions of pages, we should be clear that we just want responsive design (mobile versions suggests we want two versions). Desired Standard Other FF182 Images must upload rapidly, taking no more than a few seconds Mandatory Standard FF183 System shall not time out during day-to-day use Mandatory Standard FF184 Pre-designed page layout templates Mandatory Standard FF185 Navigation shall be easy to use Mandatory Standard FF186 Design shall be customer-centric Desired Standard FF187 Content formatting should be straight-forward and painless Desired Standard FF188 Navigation shall be intuitive Mandatory Standard Branding FF189 Branding shall be consistent throughout the site. Mandatory Standard FF190 We will provide style guide (logo) - use as basis for style guide Mandatory Standard FF191 Website writing guide (time designation, dates) Desired Standard CMS FF192 Must be cloud-based Mandatory Standard FF193 Meets City of Palo Alto Hosting Security Requirements (VISA) Mandatory Standard FF194 Disaster Recovery Mandatory Standard FF195 Fully hosted and maintaind CMS - Managed services Mandatory Standard FF196 All features and modules of the platform should be accessible from one landing page. For example, Navbuilder and Image library are not accessible from the Civica admin landing page. Desired Standard Analytics FF197 Must have analytics built in or report to analytics services (i.e. Google Analytics) Mandatory Standard Transition Requirements Testing and Training: EXHIBIT A-2 FUNCTIONAL AND NON-FUNCTIONAL REQUIREMENTS Exhibit A-2 ~ Page 10 of 22 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E City of Palo Alto IT Project Services Requirements Document Document Version: 4 Page 11 Vendor or partner/preferred vendor shall provide system functional training listed below. Each training topic (w/ an associated ID) will be documented and included in a training schedule as a deliverable. The vendor will include UAT timeline in their proposed schedule and provide test scripts. EXHIBIT A-2 FUNCTIONAL AND NON-FUNCTIONAL REQUIREMENTS Exhibit A-2 ~ Page 11 of 22 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E City of Palo Alto IT Project Services Requirements Document Document Version: 4 Page 12 ID Requirement Classification Vendor Response (Appendix ID) TT10 The Vendor shall develop a user acceptance test plan documenting the test procedures, test inputs, and expected results that are needed to verify the functional requirements and confirm that all features and functions of the new City website are fully functional. Mandatory OpenCities Design System is fully tested by hundreds of users, this is not a custom built site – this requires only user- testing for purposes of usability, not testing custom code/functionality TT20 The vendor shall provide UAT test scripts Mandatory OpenCities Design System is fully tested by hundreds of users, this is not a custom built site – this requires only user- testing for purposes of usability, not testing custom code/functionality TT30 The vendor shall assist with the Beta site testing prior to final launch Mandatory Standard TT30 The Vendor shall produce a Training Plan to include specific training activities, identify training resources, and a training schedule Mandatory Standard TT40 The vendor will create a City of Palo Alto training documentation including System Administrator and Super Producer role-based training Mandatory Standard TT50 The Vendor will provide role-based Website Administration and Super Producer training Mandatory Standard TT60 The vendor shall provide a point of contact for training follow-up Mandatory Standard Non-functional Requirements: Note: Inability to meet any of the following desired requirements does not automatically exclude vendors from RFP (Request for Proposal) process Software & Licensing: ID Requirement Classification Vendor Response (Appendix ID) S10 Website Content Management Software Licensing - The vendor will provide a hosted web content management solution as part of the total solution. Mandatory Standard – OpenCities is fully hosted in Microsoft’s Azure Gov cloud S20 Website Content Management Software Implementation - The vendor will implement the web content management system. Mandatory Standard S30 Website Content Migration – The vendor will perform content migration from the old website to the new. Mandatory Standard – content migration + content EXHIBIT A-2 FUNCTIONAL AND NON-FUNCTIONAL REQUIREMENTS Exhibit A-2 ~ Page 12 of 22 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E City of Palo Alto IT Project Services Requirements Document Document Version: 4 Page 13 creation service packages included in bid Cloud Computing: If the proposed solution is a software as a service (SaaS), the vendor shall fulfill the below requirements ID Requirement Classification Vendor Response (Y/N/ Appendix ID) CC20 Data shall be housed in the US and/or Canada soil Mandatory YES – Microsoft Azure Gov is fully hosted in the continental US CC30 The vendor shall provide a list of their data centers Mandatory YES – Microsoft Azure Gov is fully hosted in the continental US EXHIBIT A-2 FUNCTIONAL AND NON-FUNCTIONAL REQUIREMENTS Exhibit A-2 ~ Page 13 of 22 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E City of Palo Alto IT Project Services Requirements Document Document Version: 4 Page 14 Security & Privacy Compliance: ID Requirement Classification Vendor Response (Appendix ID) P10 The vendor shall complete Vendor Information Security Assessment (VISA), and acknowledge and agree to comply with the additional security compliance requirements resulting from the VISA (See attachment G) Mandatory Standard P20 The Vendor shall formally acknowledge and agree to comply with the City’s Information and Privacy Policy (See attachment G) Mandatory Standard P30 Vendor shall formally acknowledge and agree to comply with the City’s Saas Security and Privacy Terms and Conditions prior to entering into the contract (See attachment G) Mandatory Standard – OpenCities may have additional terms it wishes the City to consider Auditability: ID Requirement Classification Vendor Response (Y/N) A10 System logs all user & system actions and events (who, what, when) required by auditors, and by IT and business and the length of time that the records must be kept Desired Standard Maintainability: ID Requirement Classification Vendor Response (Y/N) M10 City should be able to configure the system with appropriate access privileges Mandatory YES M20 The vendor shall have the appropriate team that will be available to fully maintain and manage system upgrades and software patches to repair defects Mandatory YES M30 The vendor shall have the appropriate team or third party vendor to fully maintain interfaces and/or enhancements Mandatory YES Supportability: ID Requirement Classification Vendor Response (Y/N) S10 After go live support: 30 days fire-fighting support after go live with documented problems tracking and status Mandatory YES S20 On-going vendor support: The vendor shall provide their different support options and its associated pricing Mandatory YES EXHIBIT A-2 FUNCTIONAL AND NON-FUNCTIONAL REQUIREMENTS Exhibit A-2 ~ Page 14 of 22 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Page 15 City of Palo Alto IT Project Services Requirements Document Document Version: 4 Disaster Recovery and Business Continuity: ID Requirement Classification Vendor Response (Appendix ID) DRBC10 Cloud application: The vendor shall provide an overview, written document of their DRBC planning Mandatory YES – OpenCities will provide if selected as a finalist Service Level Agreement: The SLA terms and conditions will be reviewed by a representative from IT Ops and from the business that will be affected by the implementation of the proposed solution. The City reserves the rights to modify any clauses (in the vendor’s template), at the City’s discretion, or create our own clauses, so that the software vendor can better meet our specific needs. ID Requirement Classification Vendor Response (Y/N/ Appendix ID) SLA10 SLA will be reviewed and re-negotiated when the contract is up for renewal Mandatory YES SLA20 SLA between the vendor and the City of Palo Alto must be clearly defined. Mandatory YES Open Data: ID Requirement Classification Vendor Response (Y/N) OD10 All system data should be exportable and machine readable to support open data environment. Desired YES OD20 Exportable data should include metadata (set of data that describes and gives information about other data) Desired YES Data Liberation: ID Requirement Classification Vendor Response (Y/N/ Appendix ID) DL10 The City will own the data under a hosting agreement Mandatory YES DL20 The vendor shall provide a transition plan (e.g., in the event we discontinue the service) with roles and responsibilities clearly defined and associated costs if any. Mandatory YES EXHIBIT A-2 FUNCTIONAL AND NON-FUNCTIONAL REQUIREMENTS Exhibit A-2 ~ Page 15 of 22 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Page 16 City of Palo Alto IT Project Services Requirements Document Document Version: 4 Signatures Signature of sponsor Claudia Keith Printed name of sponsor Date Signature of project manager Gunjan Kanwal Printed name of project manager Date EXHIBIT A-2 FUNCTIONAL AND NON-FUNCTIONAL REQUIREMENTS Exhibit A-2 ~ Page 16 of 22 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Appendix A EXHIBIT A-2 FUNCTIONAL AND NON-FUNCTIONAL REQUIREMENTS Exhibit A-2 ~ Page 17 of 22 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E EXHIBIT A-2 FUNCTIONAL AND NON-FUNCTIONAL REQUIREMENTS Exhibit A-2 ~ Page 18 of 22 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E EXHIBIT A-2 FUNCTIONAL AND NON-FUNCTIONAL REQUIREMENTS Exhibit A-2 ~ Page 19 of 22 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E EXHIBIT A-2 FUNCTIONAL AND NON-FUNCTIONAL REQUIREMENTS Exhibit A-2 ~ Page 20 of 22 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E EXHIBIT A-2 FUNCTIONAL AND NON-FUNCTIONAL REQUIREMENTS Exhibit A-2 ~ Page 21 of 22 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E EXHIBIT A-2 FUNCTIONAL AND NON-FUNCTIONAL REQUIREMENTS Exhibit A-2 ~ Page 22 of 22 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 20 of 30 EXHIBIT A-3 SaaS SUBSCRIPTION Pursuant to this Agreement, CONTRACTOR will deliver OpenCities software-as-a-service (“SaaS”) services (also called the “Subscription Services” in this Agreement) to City as a cloud solution, and the annual subscription fee includes: a. OpenCities CMS b. OpenForms – Business Version c. Enterprise grade Hosting, Security, Bandwidth and Storage using Microsoft Azure Gov d. Data Center with 99.9% uptime Services Level Agreement (SLA) per Exhibit “G” (entitled “Service Level Agreement and Contact Information”); Distributed denial of service (“DDOS”) mitigation e. Maintenance, upgrades and new functionality (minimum of 4x annual releases) f. Accessibility commitment to global standard (WCAG 2.0 AA) g. Unlimited 24/7 telephone helpdesk for Priority level 1 severity issues, per Exhibit “G” h. Unlimited online helpdesk for all other support & issues per Exhibit “G” i. Twice annual "check up" with OpenCities customer success team to explore site improvements focused on enhancing City sites’ usability j. Subscription includes all hosting, licensing and technical support DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 21 of 30 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the dates specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Milestones Completion Date 1. Kick Off, Research & Discovery October 31, 2019 2. Design, Development & Configuration November 1, 2019 - January 31, 2020 3. Site Admin and February 28, 2020 Content Publisher Training 4. Content/Service creation March 1, 2020 - May 31, 2020 migration and curation 5. Launch, Testing and Iteration June 1, 2020 – July 31, 2020 6. Licensing & Hosting Commencing as of Live Operation (Annual Subscription Services per Exhibit “A-3” for 5 years as further detailed in Exhibit “C”) 7. Ongoing Technical Support Commencing as of Live Operation (Annual Subscription Services per Exhibit “A-3” for 5 years as further detailed in Exhibit “C”) Live Operation. The initial subscription period for Licensing & Hosting and Ongoing Technical Support (Tasks 6 and 7, respectively) shall run on a yearly basis for a period of 5 years, commencing on the Live Operation date for the Subscription Services per Exhibit “A-3” and as further detailed in Exhibit “C”. The Live Operation date for the Subscription Services is defined as the date on which the City signs off on successful implementation which comprises of the instance built / designed and ready to have content migrated, provided that the City’s project manager has expressly accepted the Live Operation date in writing. DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 22 of 30 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including any reimbursable expenses specified below, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Task 1: Kick Off, Research & Discovery $25,000 Task 2: Design, Development & Configuration $30,000 Task 3: Site Admin and Content Publisher Training $0 Task 4: Content/Service creation, migration $42,000 and curation Task 5: Launch, Testing and Iteration $0 Task 6: Licensing & Hosting $29,000 (Year 1- Annual SaaS Subscription Services*) Task 7: Ongoing Technical Support included in Task 6 (Year 1-Annual SaaS Subscription Services*) *The initial subscription period for Licensing & Hosting and Ongoing Technical Support shall run on a yearly basis for a period of 5 years, commencing on the Live Operation date for the SaaS Subscription Services per Exhibit “A-3”. The Live Operation date for the SaaS Subscription Services is defined in Exhibit “B”. Subtotal for Task 1 through Task 7 $126,000 Task 8: Licensing & Hosting $29,000 (Year 2- Annual SaaS Subscription Services) Task 9: Ongoing Technical Support included in Task 8 (Year 2- Annual SaaS Subscription Services) Task 10: Licensing & Hosting $29,000 (Year 3-Annual SaaS Subscription Services) DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 23 of 30 Task 11: Ongoing Technical Support included in Task 10 (Year 3- Annual SaaS Subscription Services) Task 12: Licensing & Hosting $29,000 (Year 4- Annual SaaS Subscription Services) Task 13: Ongoing Technical Support included in Task 12 (Year 4- Annual SaaS Subscription Services) Task 14: Licensing & Hosting $29,000 (Year 5-Annual SaaS Subscription Services) Task 15: Ongoing Technical Support included in Task 14 (Year 5-Annual SaaS Subscription Services) Sub-total Basic Services $242,000 Additional Services, if approved (Not to Exceed) $25,200 Maximum Total Compensation $267,200 ADDITIONAL SERVICES The CONSULTANT shall provide Additional Services (per Section 4, “Compensation,” of this Agreement) only by advanced, written authorization from the CITY (per Section 1, “Scope of Services,” of this Agreement). The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of such services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including any proposed reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The proposed Additional Services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s project manager and CONSULTANT prior to commencement of the services (per Section 1, “Scope of Services,” of this Agreement). Payment for Additional Services is subject to all requirements and restrictions in this Agreement. DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 24 of 30 EXHIBIT “C-1” HOURLY RATE SCHEDULE Hourly rate for any Additional Services (per Section 1, Section 4 and Exhibit C of this Agreement) provided by CONSULTANT is $185 per hour. DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 25 of 30 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES TECHNOLOGY ERRORS AND OMISSIONS LIABILITY COVERAGE. THE POLICY SHALL AT A MINIMUM COVER PROFESSIONAL MISCONDUCT OR LACK OF REQUISITE SKILL FOR THE PERFORMANCE OF SERVICES DEFINED IN THE CONTRACT AND SHALL ALSO PROVIDE COVERAGE FOR THE FOLLOWING RISKS: (i) NETWORK SECURITY LIABILITYARISING FROM UNAUTHORIZED ACCESS TO, USE OF, OR TAMPERING WITH COMPUTERS OR COMPUTER SYSTEMS, INCLUDING HACKERS, EXTORTION, AND (ii) LIABILITY ARISING FROM INTRODUCION OF ANY FORM OF MALICIOUS SOFTWARE INCLUDING COMPUTER VIRUSES INTO, OR OTHERWISE CAUSING DAMAGE TO THE CITY’S OR THIRD PERSON’S COMPUTER, COMPUTER SYSTEM, NETWORK, OR SIMILAR COMPUTER RELATED PROPERTY AND THE DATA, SOFTWARE AND PROGRAMS THEREON. CONTRACTOR SHALL MAINTAIN IN FORCE DURING THE FULL LIFE OF THE CONTRACT. THE POLICY SHALL PROVIDE COVERAGE FOR BREACH RESPONSE COSTS AS WELL AS REGULATORY FINES AND PENALTIES AS WELL AS CREDIT MONITORING EXPENSES WITH LIMITS SUFFICIENT TO RESPOND TO THESE OBLIGATIONS. ALL DAMAGES $2,000,000 $2,000,000 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 26 of 30 YES Cyber and Privacy Insurance SUCH INSURANCE SHALL INCLUDE COVERAGE FOR LIABILITYARISING FROM THEFT, DISSEMINATION, DESTRUCTION OF INFORMATION, AND/OR USE OF CONFIDENTIAL INFORMATION INCLUDING BUT NOT LIMITED TO, BANK AND CREDIT CARD ACCOUNT INFORMATION OR PERSONAL INFORMATION, SUCH AS NAME, ADDRESS, SOCIAL SECURITY NUMBERS, PROTECTED HEALTH INFORMATION OR OTHER PERSONAL IDENTIFICATION INFORMATION, STORED OR TRAMSITTED IN ELECTRONIC FORM. ALL DAMAGES $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 27 of 30 C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON- PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 28 of 30 EXHIBIT “E”: INFORMATION PRIVACY POLICY Exhibit E, entitled “Information Privacy Policy,” is hereby attached, totaling 8 pages. DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E POLICYS TheCity personsi consisten §§6250 personal ordinary Thesem federala including 1798.79. ofthese business federala goalsand Identifiab Informat thirdpar “Protecte “Persona California reference PURPOSE TheCity pertainin collected services otherin contracto collected regulatio Informat TATEMENT ofPaloAlto inPaloAlto. ntwiththep –6270,to (including, courseand easuresare andCaliforn g,withoutl 8(b),1798.8 provisionsd inamann andCaliforn dobjectives bleInformat tionofperso rtyunderco edCritical allyIdentify aCivilCode e. E y,actingin ngtoperson dbyavariet providedby nformation ors.TheCity dbytheCi onsandpro tioniscollect o(the“City” Inpromotin provisionsof takeappro withoutlim dscopeofc generallyo nialaws,th imitation,t 80(e),1798. donotapply erwhichp ialaws.The ,toensure tion,Protect onsdoingb ontracttoth Infrastructu yingInforma esections, itsgovern swhodobu yofmeans, ytheCity,p portalsma yiscommit ity.TheCit ocedures,a ted,storeda Pa INFORMATI ”)strivesto ngthequalit ftheCalifor opriatemeas mitation,fin conductingt bservedby heCity’sru heprovision 81.5,1798.8 tolocalgov romotesthe eobjectiveo theongoing tedCriticalIn usinesswith heCitytopr ureInforma ation”(coll referredto mentaland usinesswith including,w personsacce intainedby ttedtoprot tyacknowle andindustry andutilized age1of8 ONPRIVACY opromotea tyoflifeoft niaPublicR surestosaf nancial)info theCity’sb federal,stat lesandreg nsofCalifo 82(e),1798. vernmentag eprivacyo ofthisPolic gprotection nfrastructur htheCityan rovideservic ation”,“Per ectively,th oabove,an dproprietar orreceives withoutlimit essingtheC ytheCity’ tectingthep edgesfeder ybestpra incomplian POLICY YPOLICY andsustain theseperson ecordsAct, feguardthe ormationo businessas teandlocal gulations,a orniaCivilC .83(e)(7),an genciesliket fpersonal cyistodesc ofthePers reInformatio ndreceiving ces.Thete rsonallyIde he“Informa ndareinco rycapacitie servicesfrom tation,from City’swebsit sstaffand privacyand alandCali cticesare cewithapp YANDPROC Revised asuperiorq ns,itisthep CaliforniaG securityan fpersons, alocalgove lauthorities ndindustry Code§§179 nd1798.92(c theCity,the information cribetheCit sonalInform onandPerso gservicesfr rms“Person entifiableIn ation”)are orporatedin es,collects mtheCity.T mpersonsap te,andpers d/orauthor securityof fornialaws dedicatedt licablelaws. CEDURES1Ͳ6 :December qualityoflif policyofthe Government ndprivacyo collectedin ernmentag sandreflect ybestprac 98.3(a),179 c).Thoughs Citywillcon ,asreflecte ty’sdatasec mation,Perso onallyIdenti omtheCity nalInformat nformation” definedin nthisPolic theInform heInformat pplyingtore sonswhoa rizedthirdͲ theInform ,policies,r toensuring . 64/IT 2017 fefor eCity, Code ofthe nthe ency. tedin tices, 98.24, some nduct edin curity onally ifying yora tion,” and nthe cyby ation ionis eceive ccess party ation rules, gthe DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 EXHIBIT E INFORMATION PRIVACY POLICY DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E POLICYANDPROCEDURES1Ͳ64/IT Revised:December2017 Page2of8 ThegoalsandobjectivesofthePolicyare:(a)asafe,productive,andinoffensivework environmentforallusershavingaccesstotheCity’sapplicationsanddatabases;(b)the appropriatemaintenanceandsecurityofdatabaseinformationassetsownedby,orentrusted to,theCity;(c)thecontrolledaccessandsecurityoftheInformationprovidedtotheCity’sstaff andthirdpartycontractors;and(d)faithfulcompliancewithlegalandregulatoryrequirements. SCOPE ThePolicywillguidetheCity’sstaffand,indirectly,thirdpartycontractors,whichareby contractrequiredtoprotecttheconfidentialityandprivacyoftheInformationofthepersons whosepersonalinformationdataareintendedtobecoveredbythePolicyandwhichwillbe advisedbyCitystafftoconformtheirperformancestothePolicyshouldtheyenjoyconditional accesstothatinformation. CONSEQUENCES TheCity’semployeesshallcomplywiththePolicyintheexecutionoftheirofficialdutiestothe extenttheirworkimplicatesaccesstotheInformationreferredtointhisPolicy.Afailureto complymayresultinemploymentand/orlegalconsequences. EXCEPTIONS IntheeventthataCityemployeecannotfullycomplywithoneormoreelement(s)describedin thisPolicy,theemployeemayrequestanexceptionbysubmittingSecurityExceptionRequest. TheexceptionrequestwillbereviewedandadministeredbytheCity’sInformationSecurity Manager(the“ISM”).Theemployee,withtheapprovalofhisorhersupervisor,willprovide anyadditionalinformationasmayberequestedbytheISM.TheISMwillconductarisk assessmentoftherequestedexceptioninaccordancewithguidelinesapprovedbytheCity’s ChiefInformationOfficer(“CIO”)andapprovedastoformbytheCityAttorney.ThePolicy’s guidelineswillincludeataminimum:purpose,source,collection,storage,access,retention, usage,andprotectionoftheInformationidentifiedintherequest.TheISMwillconsultwiththe CIOtoapproveordenytheexceptionrequest.Afterdueconsiderationisgiventotherequest, theexceptionrequestdispositionwillbecommunicated,inwriting,totheCityemployeeand hisorhersupervisor.Theapprovalofanyrequestmaybesubjecttocountermeasures establishedbytheCIO,actingbytheISM. MUNICIPALORDINANCE ThisPolicywillsupersedeanyCitypolicy,rule,regulationorprocedureregardinginformation privacy. RESPONSIBILITIESOFCITYSTAFF DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E POLICYANDPROCEDURES1Ͳ64/IT Revised:December2017 Page3of8 A. RESPONSIBILITYOFCIOANDISM TheCIO,actingbytheISM,willestablishaninformationsecuritymanagementframework toinitiateandcoordinatetheimplementationofinformationsecuritymeasuresbythe City’sgovernment. TheCity’semployees,inparticular,softwareapplicationusersanddatabaseusers,and, indirectly,thirdpartycontractorsundercontracttotheCitytoprovideservices,shallby guidedbythisPolicyintheperformanceoftheirjobresponsibilities. TheISMwillberesponsiblefor:(a)developingandupdatingthePolicy,(b)enforcing compliancewithandtheeffectivenessofthePolicy;(c)thedevelopmentofprivacy standardsthatwillmanifestthePolicyindetailed,auditabletechnicalrequirements,which willbedesignedandmaintainedbythepersonsresponsiblefortheCity’sITenvironments; (d)assistingtheCity’sstaffinevaluatingsecurityandprivacyincidentsthatariseinregard topotentialviolationsofthePolicy;(e)reviewingandapprovingdepartmentͲspecific policiesandprocedureswhichfallunderthepurviewofthisPolicy;and(f)reviewingNonͲ DisclosureAgreements(NDAs)signedbythirdpartycontractors,whichwillprovideservices, including,withoutlimitation,localor‘cloudͲbased’softwareservicestotheCity. B. RESPONSIBILITYOFINFORMATIONSECURITYSTEERINGCOMMITTEE TheInformationSecuritySteeringCommittee(the“ISSC”),whichiscomprisedoftheCity’s employees,drawnfromthevariousCitydepartments,willprovidetheprimarydirection, prioritizationandapprovalforallinformationsecurityefforts,includingkeyinformation securityandprivacyrisks,programs,initiativesandactivities.TheISSCwillprovideinputto theinformationsecurityandprivacystrategicplanningprocessestoensurethatinformation securityrisksareadequatelyconsidered,assessedandaddressedattheappropriateCity departmentlevel. C. RESPONSIBILITYOFUSERS AllauthorizedusersoftheInformationwillberesponsibleforcomplyingwithinformation privacyprocessesandtechnologieswithinthescopeofresponsibilityofeachuser. D. RESPONSIBILITYOFINFORMATIONTECHNOLOGY(IT)MANAGERS TheCity’sITManagers,whoareresponsibleforinternal,external,directandindirect connectionstotheCity’snetworks,willberesponsibleforconfiguring,maintainingand securingtheCity’sITnetworksincompliancewiththeCity’sinformationsecurityand privacypolicies.Theyarealsoresponsiblefortimelyinternalreportingofeventsthatmay havecompromisednetwork,systemordatasecurity. DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E POLICYANDPROCEDURES1Ͳ64/IT Revised:December2017 Page4of8 E. RESPONSIBILITYOFAUTHORIZATIONCOORDINATION TheISMwillensurethattheCity’semployeessecuretheexecutionofNonͲDisclosure Agreements(NDA),wheneveraccesstotheInformationwillbegrantedtothirdparty contractors,inconjunctionwiththeSoftwareasaService(SaaS)SecurityandPrivacyTerms andConditions.AnNDAmustbeexecutedpriortothesharingoftheInformationof personscoveredbythisPolicywiththirdpartycontractors.TheCity’sapproachtomanaging informationsecurityanditsimplementation(i.e.objectives,policies,processes,and proceduresforinformationsecurity)willbereviewedindependentlybytheISMatplanned intervals,orwheneversignificantchangestosecurityimplementationhaveoccurred. TheCIO,actingbytheISM,willreviewandrecommendchangestothePolicyannually,oras appropriate,commencingfromthedateofitsadoption. GENERALPROCEDUREFORINFORMATIONPRIVACY A. OVERVIEW ThePolicyappliestoactivitiesthatinvolvetheuseoftheCity’sinformationassets,namely, theInformationofpersonsdoingbusinesswiththeCityorreceivingservicesfromtheCity, whichareownedby,orentrustedto,theCityandwillbemadeavailabletotheCity’s employeesandthirdpartycontractorsundercontracttotheCitytoprovideSoftwareasa Serviceconsultingservices.Theseactivitiesinclude,withoutlimitation,accessingthe Internet,usingeͲmail,accessingtheCity’sintranetorothernetworks,systems,ordevices. Theterm“informationassets”alsoincludesthepersonalinformationoftheCity’s employeesandanyotherrelatedorganizationswhilethoseassetsareundertheCity’s control.Securitymeasureswillbedesigned,implemented,andmaintainedtoensurethat onlyauthorizedpersonswillenjoyaccesstotheinformationassets.TheCity’sstaffwillact toprotectitsinformationassetsfromtheft,damage,loss,compromise,andinappropriate disclosureoralteration.TheCitywillplan,design,implementandmaintaininformation managementsystems,networksandprocessesinordertoassuretheappropriate confidentiality,integrity,andavailabilityofitsinformationassetstotheCity’semployees andauthorizedthirdparties. B. PERSONALINFORMATIONANDCHOICE Exceptaspermittedorprovidedbyapplicablelaws,theCitywillnotsharetheInformation ofanypersondoingbusinesswiththeCity,orreceivingservicesfromtheCity,inviolationof thisPolicy,unlessthatpersonhasconsentedtotheCity’ssharingofsuchinformation duringtheconductoftheCity’sbusinessasalocalgovernmentagencywiththirdparties undercontracttotheCitytoprovideservices. DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E POLICYANDPROCEDURES1Ͳ64/IT Revised:December2017 Page5of8 C. METHODSOFCOLLECTIONOFPERSONALINFORMATION TheCitymaygathertheInformationfromavarietyofsourcesandresources,providedthat thecollectionofsuchinformationisbothnecessaryandappropriateinorderfortheCityto conductbusinessasalocalgovernmentagencyinitsgovernmentalandproprietary capacities.Thatinformationmaybegatheredatservicewindowsandcontactcentersas wellasatwebsites,bymobileapplications,andwithothertechnologies,wherevertheCity mayinteractwithpersonswhoneedtosharesuchformationinordertosecuretheCity’s services. TheCity’sstaffwillinformthepersonswhoseInformationarecoveredbythisPolicythat theCity’swebsitemayuse“cookies”tocustomizethebrowsingexperiencewiththeCityof PaloAltowebsite.TheCitywillnotethatacookiecontainsuniqueinformationthataweb sitecanusetotrack,amongothers,theInternetProtocoladdressofthecomputerusedto accesstheCity’swebsites,theidentificationofthebrowsersoftwareandoperating systemsused,thedateandtimeauseraccessedthesite,andtheInternetaddressofthe websitefromwhichtheuserlinkedtotheCity’swebsites.Cookiescreatedontheuser’s computerbyusingtheCity’swebsitedonotcontaintheInformation,andthusdonot compromisetheuser’sprivacyorsecurity.Userscanrefusethecookiesordeletethecookie filesfromtheircomputersbyusinganyofthewidelyavailablemethods.Iftheuserchooses nottoacceptacookieonhisorhercomputer,itwillnotpreventorprohibittheuserfrom gainingaccesstoorusingtheCity’ssites. D. UTILITIESSERVICE IntheprovisionofutilityservicestopersonslocatedwithinPaloAlto,theCityofPaloAlto UtilitiesDepartment(“CPAU”)willcollecttheInformationinordertoinitiateandmanage utilityservicestocustomers.Totheextentthemanagementofthatinformationisnot specificallyaddressedintheUtilitiesRulesandRegulationsorotherordinances,rules, regulationsorprocedures,thisPolicywillapply;provided,however,anysuchRulesand RegulationsmustconformtothisPolicy,unlessotherwisedirectedorapprovedbythe Council.ThisincludesthesharingofCPAUͲcollectedInformationwithotherCity departmentsexceptasmayberequiredbylaw. Businessesandresidentswithstandardutilitymetersand/orhavingnonͲmeteredmonthly serviceswillhavesecureaccessthroughaCPAUwebsitetotheirInformation,including, withoutlimitation,theirmonthlyutilityusageandbillingdata.Inadditiontotheirregular monthlyutilitiesbilling,businessesandresidentswithnonͲstandardorexperimental electric,waterornaturalgasmetersmayhavetheirusageand/orbillingdataprovidedto themthroughnonͲCityelectronicportalsatdifferentintervalsthanwiththestandard monthlybilling. DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E POLICYANDPROCEDURES1Ͳ64/IT Revised:December2017 Page6of8 BusinessesandresidentswithsuchnonͲstandardorexperimentalmeteringwillhavetheir Informationcoveredbythesameprivacyprotectionsandpersonalinformationexchange rulesapplicabletoInformationunderapplicablefederalandCalifornialaws. E. PUBLICDISCLOSURE TheInformationthatiscollectedbytheCityintheordinarycourseandscopeofconducting itsbusinesscouldbeincorporatedinapublicrecordthatmaybesubjecttoinspectionand copyingbythepublic,unlesssuchinformationisexemptfromdisclosuretothepublicby Californialaw. F. ACCESSTOPERSONALINFORMATION TheCitywilltakereasonablestepstoverifyaperson’sidentitybeforetheCitywillgrant anyoneonlineaccesstothatperson’sInformation.EachCitydepartmentthatcollects Informationwillaffordaccesstoaffectedpersonswhocanreviewandupdatethat informationatreasonabletimes. G. SECURITY,CONFIDENTIALITYANDNONͲDISCLOSURE ExceptasotherwiseprovidedbyapplicablelaworthisPolicy,theCitywilltreatthe InformationofpersonscoveredbythisPolicyasconfidentialandwillnotdiscloseit,or permitittobedisclosed,tothirdpartieswithouttheexpresswrittenconsentoftheperson affected.TheCitywilldevelopandmaintainreasonablecontrolsthataredesignedto protecttheconfidentialityandsecurityoftheInformationofpersonscoveredbythisPolicy. TheCitymayauthorizetheCity’semployeeandorthirdpartycontractorstoaccessand/or usetheInformationofpersonswhodobusinesswiththeCityorreceiveservicesfromthe City.Inthoseinstances,theCitywillrequiretheCity’semployeeand/orthethirdparty contractorstoagreetousesuchInformationonlyinfurtheranceofCityͲrelatedbusiness andinaccordancewiththePolicy. IftheCitybecomesawareofabreach,orhasreasonablegroundstobelievethatasecurity breachhasoccurred,withrespecttotheInformationofaperson,theCitywillnotifythe affectedpersonofsuchbreachinaccordancewithapplicablelaws.Thenoticeofbreachwill includethedate(s)orestimateddate(s)oftheknownorsuspectedbreach,thenatureof theInformationthatisthesubjectofthebreach,andtheproposedactiontobetakenor theresponsiveactiontakenbytheCity. H. DATARETENTION/INFORMATIONRETENTION DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E POLICYANDPROCEDURES1Ͳ64/IT Revised:December2017 Page7of8 TheCitywillstoreandsecureallInformationforaperiodoftimeasmayberequiredbylaw, orifnoperiodisestablishedbylaw,forseven(7)years,andthereaftersuchinformation willbescheduledfordestruction. I. SOFTWAREASASERVICE(SAAS)OVERSIGHT TheCitymayengagethirdpartycontractorsandvendorstoprovidesoftwareapplication anddatabaseservices,commonlyknownasSoftwareͲasͲaͲService(SaaS). InordertoassuretheprivacyandsecurityoftheInformationofthosewhodobusinesswith theCityandthosewhoreceivedservicesfromtheCity,asaconditionofsellinggoods and/orservicestotheCity,theSaaSservicesprovideranditssubcontractors,ifany, includinganyITinfrastructureservicesprovider,shalldesign,install,provide,andmaintain asecureITenvironment,whileitperformssuchservicesand/orfurnishesgoodstotheCity, totheextentanyscopeofworkorservicesimplicatestheconfidentialityandprivacyofthe Information. Theserequirementsincludeinformationsecuritydirectivespertainingto:(a)theIT infrastructure,bywhichtheservicesareprovidedtotheCity,includingconnectiontothe City'sITsystems;(b)theSaaSservicesprovider’soperationsandmaintenanceprocesses neededtosupporttheITenvironment,includingdisasterrecoveryandbusinesscontinuity planning;and(c)theITinfrastructureperformancemonitoringservicestoensureasecure andreliableenvironmentandserviceavailabilitytotheCity.Theterm“ITinfrastructure” referstotheintegratedframework,including,withoutlimitation,datacenters,computers, anddatabasemanagementdevices,uponwhichdigitalnetworksoperate. PriortoenteringintoanagreementtoprovideservicestotheCity,theCity’sstaffwill requiretheSaaSservicesprovidertocompleteandsubmitanInformationSecurityand PrivacyQuestionnaire.IntheeventthattheSaaSservicesproviderreasonablydetermines thatitcannotfulfilltheinformationsecurityrequirementsduringthecourseofproviding services,theCitywillrequiretheSaaSservicesprovidertopromptlyinformtheISM. J. FAIRANDACCURATECREDITTRANSACTIONACTOF2003 CPAUwillrequireutilitycustomerstoprovidetheirInformationinorderfortheCityto initiateandmanageutilityservicestothem. Federalregulations,implementingtheFairandAccurateCreditTransactionsActof2003 (PublicLaw108Ͳ159),includingtheRedFlagRules,requirethatCPAU,asa“covered financialinstitutionorcreditor”whichprovidesservicesinadvanceofpaymentandwhich canaffectconsumercredit,developandimplementproceduresforanidentitytheft programfornewandexistingaccountstodetect,prevent,respondandmitigatepotential identitytheftofitscustomers’Information. DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E POLICYANDPROCEDURES1Ͳ64/IT Revised:December2017 Page8of8 CPAUproceduresforpotentialidentitytheftwillbereviewedindependentlybytheISM annuallyorwheneversignificantchangestosecurityimplementationhaveoccurred.The ISMwillrecommendchangestoCPAUidentitytheftprocedures,orasappropriate,soasto conformtothisPolicy. ThereareCalifornialawswhichareapplicabletoidentitytheft;theyaresetforthin CaliforniaCivilCode§1798.92. NOTE:QuestionsregardingthispolicyshouldbereferredtotheInformationTechnology Department,asappropriate. Recommended:__________________________________________________ DirectorInformationTechnology/CIODate Approved: ____________________________________________________ CityManagerDate DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 29 of 30 EXHIBIT “F’: VENDOR CYBER SECURITY TERMS AND CONDITIONS Exhibit F, entitled “Vendor Cyber Security Terms and Conditions,” is hereby attached, totaling 3 pages. DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E City of Palo Alto Information Security Document Version: V2.7 Doc: InfoSec 110 Page 1 of 3 EXHIBIT F VENDOR CYBERSECURITY TERMS AND CONDITIONS This Exhibit shall be made a part of the City of Palo Alto’s Professional Services Agreement or any other contract entered into by and between the City of Palo Alto (the “City”) and OpenCities, Inc. (the “Consultant”) for the provision of Software as a Service services to the City (the “Agreement”). In order to assure the privacy and security of the personal information of the City’s customers and people who do business with the City, including, without limitation, vendors, utility customers, library patrons and other individuals and businesses, who are required to share such information with the City, as a condition of receiving services from the City or selling goods and services to the City, including, without limitation, the Software as a Service services provider (the “Consultant”) and its subcontractors, if any, including, without limitation, any Information Technology (“IT”) infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, described below, while it renders and performs the Services and furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and privacy of the personal information of the City’s customers. The Consultant shall fulfill the data and information security requirements (the “Requirements”) set forth in Part A below. A “secure IT environment” includes: (a) the IT infrastructure, by which the Services are provided to the City, including connection to the City's IT systems; (b) the Consultant’s operations and maintenance processes needed to support the environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. “IT infrastructure” refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate. In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill the Requirements, the Consultant shall promptly inform the City of its determination and submit, in writing, one or more alternate countermeasure options to the Requirements (the “Alternate Requirements” as set forth in Part B), which may be accepted or rejected in the reasonable satisfaction of the Information Security Manager (the “ISM”). Part A. Requirements: The Consultant shall at all times during the term of any contract between the City and the Consultant: (a) Appoint or designate an employee, preferably an executive officer, as the security liaison to the City with respect to the Services to be performed under this Agreement. (b) Comply with the City’s Information Privacy Policy: DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E City of Palo Alto Information Security Document Version: V2.7 Doc: InfoSec 110 Page 2 of 3 (c) Have adopted and implemented information security and privacy policies that are documented, are accessible to the City and conform to ISO 27001/2 – Information Security Management Systems (ISMS) Standards. See the following: http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103 http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=50297 (d) Conduct routine data and information security compliance training of its personnel that is appropriate to their role. (e) Develop and maintain detailed documentation of the IT infrastructure, including software versions and patch levels. (f) Develop an independently verifiable process, consistent with industry standards, for performing professional and criminal background checks of its employees that (1) would permit verification of employees’ personal identity and employment status, and (2) would enable the immediate denial of access to the City's confidential data and information by any of its employees who no longer would require access to that information or who are terminated. (g) Provide a list of IT infrastructure components in order to verify whether the Consultant has met or has failed to meet any objective terms and conditions. (h) Implement access accountability (identification and authentication) architecture and support role-based access control (“RBAC”) and segregation of duties (“SoD”) mechanisms for all personnel, systems, and software used to provide the Services. “RBAC” refers to a computer systems security approach to restricting access only to authorized users. “SoD” is an approach that would require more than one individual to complete a security task in order to promote the detection and prevention of fraud and errors. (i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the Services’ environment design and deployment are known to the City, and (2) it has implemented measures in accordance with industry best practices applicable to secure coding and secure IT architecture. (j) Provide and maintain secure intersystem communication paths that would ensure the confidentiality, integrity, and availability of the City's information. (k) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels by not later than one (1) week after its date of release. Emergency security patches must be installed within 24 hours after its date of release. (l) Provide for the timely detection of, response to, and the reporting of security incidents, including on-going incident monitoring with logging. (m) Notify the City within one (1) hour of detecting a security incident that results in the unauthorized access to or the misuse of the City's confidential data and information. (n) Inform the City that any third party service provider(s) meet(s) all of the Requirements. (o) Perform security self-audits on a regular basis and not less frequently than on a quarterly basis, and provide the required summary reports of those self-audits to the ISM on the annual anniversary date or any other date agreed to by the Parties. (p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City’s performance of random site security audits at the Consultant’s site(s), including the site(s) of a third party service provider(s), as applicable. The scope of these audits will extend to the Consultant’s and its third party service provider(s)’ awareness of security policies and DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E City of Palo Alto Information Security Document Version: V2.7 Doc: InfoSec 110 Page 3 of 3 practices, systems configurations, access authentication and authorization, and incident detection and response. (q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and regulations, the Confidential Information will be accessible only by the Consultant and any authorized third party service provider’s personnel. (r) Perform regular, reliable secured backups of all data needed to maximize the availability of the Services. (s) Maintain records relating to the Services for a period of three (3) years after the expiration or earlier termination of this Agreement and in a mutually agreeable storage medium. Within thirty (30) days after the effective date of expiration or earlier termination of this Agreement, all of those records relating to the performance of the Services shall be provided to the ISM. (t) Maintain the Confidential Information in accordance with applicable federal, state and local data and information privacy laws, rules, and regulations. (u) Encrypt the Confidential Information before delivering the same by electronic mail to the City and or any authorized recipient. (v) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct, indirect or punitive damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the City’s IT environment, including, without limitation, IT infrastructure communications. Part B. Alternate Requirements: Not Applicable DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E Professional Services Rev. April 27, 2018 Page 30 of 30 EXHIBIT “G’: SERVICE LEVEL AGREEMENT AND CONTACT INFORMATION Issue Severity Level and Measure/Guide Resolution Process and Contact Information Resolution Target Priority 1 – Downtime (City public facing website or critical intranet is experiencing Downtime) Reportable 24 x 7 via Telephone – (877-466-7756 – Extension 3) Acknowledgement and assignment of the problem for resolution within an hour. Within 4 hours. Priority 2 – Urgent (Important publishing functionality fails to work as intended, and there is no work- around available - you cannot publish content to the site). Reportable 24 x 7 via Online helpdesk, or Telephone during business hours (7x6 PT). (877-466-7756 – Extension 2) Acknowledgement and assignment of the problem for resolution within one business day. Provide a workaround to the problem or release a Version Update to fix the problem by close of next business day. Priority 3 – High (Important publishing functionality fails to work as intended, but workarounds are available) Reportable 24 x 7 via Online helpdesk. help.opencities.com Acknowledgement and assignment of the problem for resolution within one business day. Scheduled or next Version Update. Priority 4 – Normal (Functionality is not working as intended) Reportable 24 x 7 via Online helpdesk. help.opencities.com Acknowledgement and assignment of the problem for resolution within 3 business days Within specified Version Update. DocuSign Envelope ID: 96EB2AD7-8825-469A-A669-896D80CA819E City of Palo Alto (ID # 10447) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/7/2019 City of Palo Alto Page 1 Council Priority: Transportation and Traffic Summary Title: Adoption of a Resolution Extending the Southgate RPP Program Title: Adoption of a Resolution to Establish the Southgate Residential Preferential Parking Program as a Continuing Program With Modifications Including Increasing the Number of Employee Parking Permits and Limiting the Number of Daily Parking Permits Available to Employees From: City Manager Lead Department: Transportation Recommendation: Staff recommends that the City Council adopt a Resolution establishing the Southgate Residential Preferential Parking (RPP) Program as a continuing program with modifications (including adding five additional employee permits on El Camino Real and limit daily employee permits), concluding the pilot program, and superseding Resolution Numbers 9688, 9742 and 9756 (Attachment A). Executive Summary: The Residential Preferential Parking (RPP) Program in the Southgate neighborhood is approaching the end of its two-year “pilot” phase and has largely met its intended goal to limit commercial parking on residential streets by requiring permits for any person desiring to park for longer than two hours during business hours. There have been a couple of issues, however, including high on-street occupancies (“bunching”) on streets near El Camino Real, and complaints from businesses (primarily medical office uses) who have not been able to secure the employee parking permits they would like. The recommended resolution concludes the “pilot” phase and makes minor adjustments to the program based on feedback received throughout the pilot. The most notable changes would be increasing the number of employee permits on El Camino Real to 20 and limiting daily employee permits to four (4) per month per City of Palo Alto Page 2 account. These changes are further explained in the Discussion section of the report. The larger discussion about the citywide RPP reforms and recommendations from the Planning and Transportation Commission (PTC) will come in separate reports according to the Parking Workplan (shared with City Council on June 24, 2019). Background: The City Council established the Southgate RPP Program as a one-year pilot program by the adoption of Resolution Number 9688 in June 2017. Permit sales for the Southgate RPP Program pilot began in October 2017, soft enforcement (warnings with no citations) began in November 2017, and full enforcement started in December 2017. With only two (2) commercial properties within the Southgate neighborhood, the number of Six-month Employee Parking Permits made available was limited to 10. While there are only two (2) commercial properties in the Southgate neighborhood, there are seven (7) businesses registered to these two (2) addresses. Throughout the pilot, City staff has heard that some employees and businesses were unable to secure the number of employee parking permits needed for staff. Early in the program’s implementation, some of these business owners requested that the City make more Six-month Employee Parking Permits available because the limited supply quickly sold out and they were unable to secure permits for their employees. In response, staff recommended that the Council increase the number of Six-month Employee Parking Permits to a maximum of 15 through the remainder of the pilot phase in addition to other actions. On January 29, 2018, the Council considered staff’s recommendation and provided direction to keep the program generally as-is, with very minor modifications. These modifications included: • Petitioning Caltrans to approve the annexation of a segment of the west side of El Camino Real (SR 82) between Churchill Avenue and Park Boulevard into the Southgate RPP program area; • Increasing the maximum number of Six-month Employee Parking Permits to 15 after the El Camino Real segment is annexed; and • Clarifying the Resolution language regarding re-parking in the RPP program area. Council at that time did not support the recommendation to implement a cap on Daily Employee Parking Permits or install two-hour (non-RPP) parking along the east side of El Camino Real (SR 82) fronting the two (2) commercial properties. On March 5, 2018, the City Council adopted a resolution implementing the prior Council direction. That resolution was later amended and replaced by Resolution Number 9756, adopted May 14, 2018, to correct an inadvertently-included cap on the number of Daily City of Palo Alto Page 3 Employee Parking Permits available for purchase by employers and employees. Staff subsequently submitted a certified copy of the Council Resolution to Caltrans with a request to include a portion of El Camino Real (Zone S1) in the Southgate RPP Program area. On July 26, 2018, staff received approval from Caltrans to annex these segments of El Camino Real into the Southgate RPP Program. Staff installed additional signage and increased the number of employee permits by 15, increasing supply to 25 total permits. Over the past six (6) months, the number of vehicles occupying Zone S1 along this portion of El Camino Real was low and parking supply was underutilized. On October 1, 2018, City Council adopted a resolution extending the pilot period of the Southgate RPP program an additional six months with no changes. Municipal code 10.50.060 states: Council shall establish a resolution extending the pilot phase of an RPP for up to two years. Any such trial period shall begin after signs are posted and permits issued. Upon the conclusion of the trial period, Council may adopt, modify or reject the RPP with a proposed resolution. Discussion: Permit sales for the Southgate RPP Program pilot began in October 2017. At that time, there was some concern that businesses located at the Churchill Avenue and El Camino Real intersection might have difficulty purchasing permits for themselves and staff. During the first six (6) months of this program, staff reached out to these offices to make sure that they were able to purchase permits immediately after they went on sale. In March 2018, when these first employee permits (which are valid for six (6) months) had to be replaced with new permits, the businesses users were not able to purchase the permits they needed before the supply was exhausted. On December 20, 2017, staff met with Southgate residents and stakeholders to get RPP program feedback. Meeting attendees provided favorable responses to the Southgate RPP program, citing the availability to park in their neighborhood as well as other unintended benefits including a reduction in neighborhood traffic, improved visibility when driving, seeing a higher number of bicyclists, improved safety for bicyclists, and the availability to park in their neighborhood. Staff also heard concern about issues of insufficient employee permits available to businesses. Staff also met with residents, businesses, and stakeholders on January 10, 2018 to discuss the employee permit issues, occupancy and the potential changes in the pilot program discussed in this report. Occupancy data shows that with the Southgate RPP program in place, the average on-street City of Palo Alto Page 4 occupancy during peak hours (9:00-3:00) was 23%. The City engaged a consultant to conduct a parking occupancy study (Attachment B) in Southgate in January 2018 and February 2019 in order to measure the occupancy of on-street parking spaces and assess the impact of the RPP. The results of this study found that the weekday average occupancy during the pilot period is 23%. On February 25, 2019, Council approved a second six-month extension for the pilot phase of the Southgate RPP Program with no changes. Council action established a second extension to the pilot phase for an additional six-months and take into consideration program improvements and suggestions based on a study of the RPP program brought to Council on May 13, 2019. The proposed resolution would establish the Southgate RPP Program as an ongoing program, increase the number of Employee Permits to 20 total in Zone S1, and limit Daily Employee Parking Permits for purchase by employees only (instead of the current system where the employer can purchase the Daily Employee Parking Permits). Employees will be limited to no more than four (4) Daily Employee Parking Permits per month or roughly one per week. The Southgate RPP has reduced the parking demand in the Southgate neighborhood. As shown by the occupancy data, the average weekday parking occupancy went from 50% to 22%. The program has effectively reduced parking intrusion in the neighborhood, which would be likely to return if the Southgate RPP is discontinued. As stated earlier in this report, the Council received a Parking Workplan on June 24, 2019 (https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=58592.08&BlobID=72158) which states that staff will be following up with the Planning and Transportation Commission and the Council about improvements to the RPP program as a whole. Questions such as metrics of success for a program, standard parking occupancy, and consistency between the many RPP programs citywide are some of the items to be discussed in those follow-up discussions. The fee for Parking Permits in the District shall be as follows unless amended by resolution or ordinance (including the Municipal Fee Schedule): Southgate RPP – Annual Resident Parking Permit First permit free; after that $50 per year Southgate RPP – Daily Resident Parking Permit $5 per day Southgate RPP – Daily Employee Parking Permit $25 per day Southgate RPP – Reduced Price Employee Parking Permit $25 per six months Southgate RPP – Full Price Employee Parking Permit Fee set by the City’s Municipal Fee Schedule City of Palo Alto Page 5 Policy Implications: The following Comprehensive Plan programs and policies are relevant to the Southgate RPP Program: Policy T-5.5 Minimize the need for employees to park in and adjacent to commercial centers, employment districts and schools Policy T-5.11 Work to protect residential areas from parking impacts of nearby businesses and uses, recognizing that fully addressing some existing intrusions may take time. Policy B-1.2 Promote Palo Alto’s image as a business-friendly community. Assume an active role in fostering businesses, including small start-ups, entrepreneurs, and innovative businesses. Policy B-1.3 Engage with all stakeholders in the community, including businesses of all sizes, local retailers, the public, and City decision-makers in order to understand the challenges businesses and employers face. Policy B-2.3 Recognize that employers, businesses and neighborhoods share many values and concerns, including traffic and parking issues and preserving Palo Alto’s livability, and need to work together with a priority on neighborhood quality of life. Policy B-3.3 Develop strategies for promoting businesses and employers that generate revenues that will support a full range of high-quality City services, including retain and attract revenue-generating businesses. Policy B-4.2 Attract and support small businesses, start-ups, non-profit organizations, and professional services, which are vital to a diverse and innovative economy. Resource Impact: At FY2020 permit prices, increasing the number of Employee Parking Permits will increase program revenue every six months by $1,005.00. Limiting Daily Employee Parking Permits will reduce program revenue and we are unable to estimate lost revenue at this time. Staff will continue to monitor the activity of this program and will bring forward any necessary budgetary adjustments as part of the annual budget process. City of Palo Alto Page 6 Timeline: Current parking permits (resident and employee permits) expire when the pilot program ends on October 31, 2019. Pending Council approval, new permits will go on sale at least 15 days in advance of the expiration date. Environmental Review: This program is exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) of Title 14 of the California Code of Regulations since it can be seen with certainty that there is no possibility the adoption and implementation of this program may have a significant effect on the environment and Section 15301 in that this proposed resolution will have a minor impact on existing facilities. Attachments: Attachment A - Southgate RPP Resolution (PDF) Attachment B - Southgate Occupancy Report (XLSX) ** NOT YET ADOPTED ** Resolution No. ___ Resolution of the Council of the City of Palo Alto Establishing the Southgate Residential Preferential Parking District (RPP) Program as a Continuing Program with Minor Modifications, and Superseding Resolution Nos. 9688, 9742 and 9756 R E C I T A L S A. On December 15, 2014, the Council adopted Ordinance No. 5294, adding Chapter 10.50 to Title 10 (Vehicles and Traffic) of the Palo Alto Municipal Code, which established the city- wide procedures for Residential Preferential Parking (RPP) Districts in the city. B. On May 9, 2016, the City Council directed City staff to implement a Residential Preferential Parking program in the Southgate area. C. In July 2016, a stakeholders’ group comprised of Southgate residents and business interests met and made its recommendations to the City on the particular rules to be applied to the Southgate RPP District. D. On April 26, 2017, the Planning and Transportation Commission held a public hearing to consider the proposed Southgate Residential Preferential Parking program. E. On June 19, 2017, the Council adopted Resolution No. 9688, which established the Southgate Residential Preferential Parking program pilot and rescinded existing parking restrictions that conflicted with the restrictions established by this RPP district. The pilot program was twice amended in 2018 by Resolution Nos. 9742 and 9756. F. The Council desires to conclude the pilot program and implement on a continuing basis the Southgate Residential Preferential Parking program with modifications as detailed in this Resolution, including increasing the number of employee parking permits in Zone S1 to twenty and limiting the number of daily parking permits available to employees to twenty-four per six-month period. NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES, as follows: SECTION 1. Findings. The criteria set forth in Section 10.50.030 of the Palo Alto Municipal Code for annexing the areas described in this Resolution as part of the Southgate Residential Preferential Parking Program District have been met as follows: A. That non-resident vehicles do, or may, substantially interfere with the use of on-street or alley parking spaces by neighborhood residents, in that, based on observation, there are few available parking spaces available midday, while the streets are relatively unoccupied at midnight, thus demonstrating the parking intrusion is largely by non-residents. B. That the interference by the non-resident vehicles occurs at regular and ** NOT YET ADOPTED ** frequent intervals, either daily or weekly, in that the parking intrusion is contained to the daytime hours during the regular workweek. C. That the non-resident vehicles parked in the area of the proposed district create traffic congestion, noise, or other disruption (including shortage of parking spaces for residents and their visitors) that disrupts neighborhood life, in that based on information from residents and other city departments the vehicle congestion is interfering with regular activities. D. Other alternative parking strategies are not feasible or practical in that the City has implemented a series of alternative parking strategies in the past and concurrently and there is still a shortage of parking available. SECTION 2. Definitions. A. “Dwelling Unit” shall have the same meaning as it is defined in Palo Alto Municipal Code Section 10.50.020. B. “Southgate Residential Preferential Parking Program District” or “District” shall be that area as shown in Table 1 to this Resolution. Exhibit B is a supplemental map depicting the District. In case of conflict, Table 1 shall control. C. “Employee Parking Zones” shall be those areas specified in Exhibit A to this Resolution. Exhibit B is a supplemental map depicting the Employee Parking Zones. In case of conflict, Exhibit A shall control. Table 1 Area of the Southgate Residential Preferential Parking Program District STREET BLOCKS ENFORCED Castilleja Avenue 1500 and 1600 Churchill Avenue 12 to 100 El Camino Real East Side of El Camino Real, starting 190 feet North of Park Boulevard and ending at Churchill Avenue El Camino Real West Side of El Camino real between Park Boulevard and Churchill Avenue Escobita Avenue 1500 and 1600 Madrono Avenue 1500 and 1600 Manzanita Avenue 200 and 300 Mariposa Avenue 1500 and 1600 Miramonte Avenue 100, 200, 300, 400 and 500 Portola Avenue 1500 and 1600 Sequoia Avenue 200, 300, and 400 ** NOT YET ADOPTED ** SECTION 3. Parking Restrictions within the District. A. Two-hour Parking Limit and No Re-parking. Within the District, no person shall park a vehicle adjacent to any curb for more than two hours. Re-parking a vehicle more than two hours after initially parking on the same day in the District is prohibited. These restrictions shall be in effect Monday through Friday from 8:00 AM to 5:00 PM, except holidays as defined in Palo Alto Municipal Code Section 2.08.100. Vehicles properly displaying a valid Parking Permit as described in Section 4 of this Resolution are exempt from these restrictions. B. Exempt vehicles. Vehicles exempt from parking restrictions as described in Palo Alto Municipal Code Section 10.50.070(d) are exempt from the restrictions in this section. Electric vehicles parked at and using an electric charging station within the District are also exempt from the restrictions in this section. Official vehicles belonging to the State of California are exempted when parked on that section of El Camino Real that is within the District. SECTION 4. Residential and Employee Parking Permits. A. Duration. Resident Parking Permits shall be available on an annual basis. One-day Resident Parking Permits shall also be available. Employee Parking Permits shall be available on a six-month basis. One-day Employee Parking Permits shall also be available. B. Purchase of Permits. Requirements and eligibility for purchase of both Resident Parking Permits and Employee Parking Permits shall be subject to the provisions of this Section 4 and also to any administrative guidelines, as approved by the Chief Transportation Official. C. Parking Permit Sales. 1. Resident Parking Permits. Resident Parking Permits shall be subject to the following regulations: a. Annual Resident Parking Permit. Each dwelling unit within the District may obtain up to six (6) annual Resident Parking Permits. b. Daily Resident Parking Permits. Each dwelling unit within the District may purchase up to 50 Daily Resident Parking Permits annually, which may be used on any vehicle including household visitor vehicles. 2. Employee Parking Permits. The City may issue Employee Parking Permits for use by employees working in the District. Employee Parking Permits shall be subject to the following regulations: a. Commuting Only. Employee Parking Permits are for the exclusive use by employees working for businesses within the District while commuting to work. b. Six-month Employee Parking Permit Cap. No more than thirty (30) Six-Month Employee Parking Permits shall be granted at any given time, and ** NOT YET ADOPTED ** shall be allocated between the Employee Parking Zones as specified in Exhibit A. c. Six-month Employee Parking Permit Priority for Low-income. Employees. Preference will be given in the sale of Six-month Employee Parking Permits to employees who qualify for reduced price permits based on hourly or annual income. d. Employee Parking Zones. Employee Parking Permits shall be specific to one of the Employee Parking Zones shown in Exhibit A and shall entitle the permit holder to park only in the Employee Parking Zone designated on the Employee Parking Permit. e. Daily Employee Parking Permits. Daily Employee Parking Permits will be available for purchase by employees only, and will not be available for purchase by employers. Employees will be limited to no more than twenty-four (24) Daily Employee Parking Permits per six months.. The permit will state the date through which it is valid and if it is specific to a specific Employee Parking Zone as shown in Exhibit A. SECTION 5. Fees. The fee for Parking Permits in the District shall be as follows unless amended by resolution or ordinance: Southgate RPP – Annual Resident Parking Permit First permit free; after that $50 per year Southgate RPP – Daily Resident Parking Permit $5 per day Southgate RPP – Daily Employee Parking Permit $25 per day Southgate RPP – Six-Month Reduced Price Employee Parking Permit $25 per six months Southgate RPP – Six-Month Employee Parking Permit Fee set by the City’s Municipal Fee Schedule SECTION 6. CEQA. This resolution is exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) of Title 14 of the California Code of Regulations since it can be seen with certainty that there is no possibility the adoption and implementation of this resolution may have a significant effect on the environment and Section 15301 in that this proposed ordinance will have a minor impact on existing facilities. SECTION 7. Supersede. This Resolution supersedes Resolution Nos. 9688, 9742 and 9756. // // // ** NOT YET ADOPTED ** SECTION 8. Effective Date. This Resolution shall take effect on November 1, 2019. Enforcement shall commence, pursuant to Chapter 10.50 of Title 10 of the Palo Alto Municipal Code and the California Vehicle Code, when signage is posted. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: _________________________ ___________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ___________________________ _____________________________ Assistant City Attorney City Manager _____________________________ Chief Transportation Official ** NOT YET ADOPTED ** Exhibit A EMPLOYEE ZONES AND PERMIT ALLOCATION Zone Name Maximum Number of Six-Month Employee Permits STREET BLOCKS ENFORCED S 10 permits Castilleja Avenue 1500 and 1600 Churchill Avenue 12 to 100 Escobita Avenue 1500 and 1600 Madrono Avenue 1500 and 1600 Manzanita Avenue 200 and 300 Mariposa Avenue 1500 and 1600 Miramonte Avenue 100, 200, 300, 400 and 500 Portola Avenue 1500 and 1600 Sequoia Avenue 200, 300, and 400 El Camino Real East Side of El Camino Real starting 190 feet North of Park Boulevard and ending at Churchill Avenue S1 20 permits El Camino Real West Side of El Camino Real between Park Boulevard and Churchill Avenue Churchill Avenue P a r k B o u l e v a r d E s c o bita A v e n u e S e q u oi a A ve n u e Maripo sa Aven ue Castilleja Avenue Miram o n t e Ave n u e M a dro n o A ve n u e P ortola A ve n u e Man z a n i t a A v e n u e P Alm a Street r a S tr e e t H usted R o a d Southgate RPP E L C A M IN O R E A L This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend City Jurisdictional Limits Southgate RPP Boundary Southgate Southgate Zone S1 0'400' So u t h g a t e R P P CITY O F PALOALTOINCORPORATED C ALIFOR N IA P a l o A l t oT h e C i t y o f APRIL 1 6 1 894 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto RRivera, 2018-02-13 11:17:04 RPP SouthgateZones (\\cc-maps\Encompass\Admin\Personal\RRivera.mdb) Zone S Exhibit B Supplemental Map Time Period Kapturrit ID Street Name From To Side of Street Total Supply 9:00 AM 1 Mariposa Ave Churchill Ave Miramonte Ave East 26 12:00 PM 1 Mariposa Ave Churchill Ave Miramonte Ave East 26 9:00 AM 2 Mariposa Ave Miramonte Ave Castilleja Ave East 26 12:00 PM 2 Mariposa Ave Miramonte Ave Castilleja Ave East 26 9:00 AM 3 Castilleja Ave Castilleja Ave Sequoia Ave South 4 12:00 PM 3 Castilleja Ave Castilleja Ave Sequoia Ave South 4 9:00 AM 4 Sequoia Ave Castilleja Ave Escobita Ave South 9 12:00 PM 4 Sequoia Ave Castilleja Ave Escobita Ave South 9 9:00 AM 5 Sequoia Ave Escobita Ave Madrono Ave South 8 12:00 PM 5 Sequoia Ave Escobita Ave Madrono Ave South 8 9:00 AM 6 Sequoia Ave/Portola Ave Madrono Ave Miramonte Ave South to West 24 12:00 PM 6 Sequoia Ave/Portola Ave Madrono Ave Miramonte Ave South to West 24 9:00 AM 7 Portola Ave/Sequoia Ave Miramonte Ave Madrono Ave East to North 21 12:00 PM 7 Portola Ave/Sequoia Ave Miramonte Ave Madrono Ave East to North 21 9:00 AM 8 Madrono Ave Sequoia Ave Miramonte Ave West 15 12:00 PM 8 Madrono Ave Sequoia Ave Miramonte Ave West 15 9:00 AM 9 Madrono Ave Miramonte Ave Sequoia Ave East 15 12:00 PM 9 Madrono Ave Miramonte Ave Sequoia Ave East 15 9:00 AM 10 Sequoia Ave Madrono Ave Escobita Ave North 6 12:00 PM 10 Sequoia Ave Madrono Ave Escobita Ave North 6 9:00 AM 11 Escobita Ave Sequoia Ave Miramonte Ave West 16 12:00 PM 11 Escobita Ave Sequoia Ave Miramonte Ave West 16 9:00 AM 12 Escobita Ave Miramonte Ave Sequoia Ave East 15 12:00 PM 12 Escobita Ave Miramonte Ave Sequoia Ave East 15 9:00 AM 13 Sequoia Ave Escobita Ave Castilleja Ave North 8 12:00 PM 13 Sequoia Ave Escobita Ave Castilleja Ave North 8 9:00 AM 14 Castilleja Ave Sequoia Ave Miramonte Ave West 16 12:00 PM 14 Castilleja Ave Sequoia Ave Miramonte Ave West 16 9:00 AM 15 Castilleja Ave Miramonte Ave Sequoia Ave East 21 12:00 PM 15 Castilleja Ave Miramonte Ave Sequoia Ave East 21 9:00 AM 16 Castilleja Ave Sequoia Ave Castilleja Ave North 5 12:00 PM 16 Castilleja Ave Sequoia Ave Castilleja Ave North 5 9:00 AM 17 Mariposa Ave Castilleja Ave Miramonte Ave West 26 12:00 PM 17 Mariposa Ave Castilleja Ave Miramonte Ave West 26 9:00 AM 18 Miramonte Ave Mariposa Ave Castilleja Ave South 8 12:00 PM 18 Miramonte Ave Mariposa Ave Castilleja Ave South 8 9:00 AM 19 Miramonte Ave Castilleja Ave Mariposa Ave North 8 12:00 PM 19 Miramonte Ave Castilleja Ave Mariposa Ave North 8 9:00 AM 20 Mariposa Ave Miramonte Ave Churchill Ave West 25 12:00 PM 20 Mariposa Ave Miramonte Ave Churchill Ave West 25 9:00 AM 21 Churchill Ave Mariposa Ave Castilleja Ave South 4 12:00 PM 21 Churchill Ave Mariposa Ave Castilleja Ave South 4 9:00 AM 22 Castilleja Ave Churchill Ave Manzanita Ave East 4 12:00 PM 22 Castilleja Ave Churchill Ave Manzanita Ave East 4 9:00 AM 23 Castilleja Ave Manzanita Ave Miramonte Ave East 15 12:00 PM 23 Castilleja Ave Manzanita Ave Miramonte Ave East 15 9:00 AM 24 Castilleja Ave Miramonte Ave Manzanita Ave West 15 12:00 PM 24 Castilleja Ave Miramonte Ave Manzanita Ave West 15 9:00 AM 25 Manzanita Ave Castilleja Ave Escobita Ave South 2 12:00 PM 25 Manzanita Ave Castilleja Ave Escobita Ave South 2 9:00 AM 26 Escobita Ave Manzanita Ave Miramonte Ave East 17 12:00 PM 26 Escobita Ave Manzanita Ave Miramonte Ave East 17 9:00 AM 27 Miramonte Ave Escobita Ave Castilleja Ave North 5 12:00 PM 27 Miramonte Ave Escobita Ave Castilleja Ave North 5 9:00 AM 28 Miramonte Ave Castilleja Ave Escobita Ave South 8 12:00 PM 28 Miramonte Ave Castilleja Ave Escobita Ave South 8 9:00 AM 29 Miramonte Ave Escobita Ave Madrono Ave South 9 12:00 PM 29 Miramonte Ave Escobita Ave Madrono Ave South 9 9:00 AM 30 Miramonte Ave Madrono Ave Escobita Ave North 8 12:00 PM 30 Miramonte Ave Madrono Ave Escobita Ave North 8 9:00 AM 31 Escobita Ave Miramonte Ave Ave to Manzanita West 15 12:00 PM 31 Escobita Ave Miramonte Ave Ave to Manzanita West 15 9:00 AM 32 Manzanita Ave Escobita Ave Madrono Ave South 8 12:00 PM 32 Manzanita Ave Escobita Ave Madrono Ave South 8 9:00 AM 33 Madrono Ave Manzanita Ave Miramonte Ave East 13 12:00 PM 33 Madrono Ave Manzanita Ave Miramonte Ave East 13 9:00 AM 34 Madrono Ave Miramonte Ave Manzanita Ave West 12 12:00 PM 34 Madrono Ave Miramonte Ave Manzanita Ave West 12 9:00 AM 35 Portola/Manzanita Ave Madrono Ave Ave to Miramonte South to East 11 12:00 PM 35 Portola/Manzanita Ave Madrono Ave Ave to Miramonte South to East 11 9:00 AM 36 Miramonte Ave Portola Ave Madrono Ave North 8 12:00 PM 36 Miramonte Ave Portola Ave Madrono Ave North 8 9:00 AM 37 Miramonte Ave Madrono Ave Ave to Portola South 8 12:00 PM 37 Miramonte Ave Madrono Ave Ave to Portola South 8 9:00 AM 38 Miramonte Ave Portola Ave Camino Real South 7 12:00 PM 38 Miramonte Ave Portola Ave Camino Real South 7 9:00 AM 39 Miramonte Ave El Camino Real Portola Ave North 7 12:00 PM 39 Miramonte Ave El Camino Real Portola Ave North 7 9:00 AM 40 Portola/Manzanita Ave Miramonte Ave Madrono Ave West to North 21 12:00 PM 40 Portola/Manzanita Ave Miramonte Ave Madrono Ave West to North 21 9:00 AM 41 Madrono Ave Manzanita Ave Churchill Ave West 7 12:00 PM 41 Madrono Ave Manzanita Ave Churchill Ave West 7 9:00 AM 42 Churchill Ave Madrono Ave Camino Real South 18 12:00 PM 42 Churchill Ave Madrono Ave Camino Real South 18 9:00 AM 43 El Camino Real Churchill Ave Miramonte Ave East 16 12:00 PM 43 El Camino Real Churchill Ave Miramonte Ave East 16 9:00 AM 44 El Camino Real Miramonte Ave Camino Real East 12 12:00 PM 44 El Camino Real Miramonte Ave Camino Real East 12 9:00 AM 45 Madrono Ave Manzanita Ave Churchill Ave East 6 12:00 PM 45 Madrono Ave Manzanita Ave Churchill Ave East 6 9:00 AM 46 Churchill Ave Madrono Ave Castilleja Ave South 9 12:00 PM 46 Churchill Ave Madrono Ave Castilleja Ave South 9 9:00 AM 47 Castilleja Ave Churchill Ave Manzanita Ave West 2 12:00 PM 47 Castilleja Ave Churchill Ave Manzanita Ave West 2 9:00 AM 48 Manzanita Ave Castilleja Ave Escobita Ave North 3 12:00 PM 48 Manzanita Ave Castilleja Ave Escobita Ave North 3 9:00 AM 49 Manzanita Ave Escobita Ave Madrono Ave North 9 12:00 PM 49 Manzanita Ave Escobita Ave Madrono Ave North 9 Average 3:00 PM 1 Mariposa Ave Churchill Ave Miramonte Ave East 26 3:00 PM 2 Mariposa Ave Miramonte Ave Castilleja Ave East 26 3:00 PM 3 Castilleja Ave Castilleja Ave Sequoia Ave South 4 3:00 PM 4 Sequoia Ave Castilleja Ave Escobita Ave South 9 3:00 PM 5 Sequoia Ave Escobita Ave Madrono Ave South 8 3:00 PM 6 Sequoia Ave/Portola Ave Madrono Ave Miramonte Ave South to West 24 3:00 PM 7 Portola Ave/Sequoia Ave Miramonte Ave Madrono Ave East to North 21 3:00 PM 8 Madrono Ave Sequoia Ave Miramonte Ave West 15 3:00 PM 9 Madrono Ave Miramonte Ave Sequoia Ave East 15 3:00 PM 10 Sequoia Ave Madrono Ave Escobita Ave North 6 3:00 PM 11 Escobita Ave Sequoia Ave Miramonte Ave West 16 3:00 PM 12 Escobita Ave Miramonte Ave Sequoia Ave East 15 3:00 PM 13 Sequoia Ave Escobita Ave Castilleja Ave North 8 3:00 PM 14 Castilleja Ave Sequoia Ave Miramonte Ave West 16 3:00 PM 15 Castilleja Ave Miramonte Ave Sequoia Ave East 21 3:00 PM 16 Castilleja Ave Sequoia Ave Castilleja Ave North 5 3:00 PM 17 Mariposa Ave Castilleja Ave Miramonte Ave West 26 3:00 PM 18 Miramonte Ave Mariposa Ave Castilleja Ave South 8 3:00 PM 19 Miramonte Ave Castilleja Ave Mariposa Ave North 8 3:00 PM 20 Mariposa Ave Miramonte Ave Churchill Ave West 25 3:00 PM 21 Churchill Ave Mariposa Ave Castilleja Ave South 4 3:00 PM 22 Castilleja Ave Churchill Ave Manzanita Ave East 4 3:00 PM 23 Castilleja Ave Manzanita Ave Miramonte Ave East 15 3:00 PM 24 Castilleja Ave Miramonte Ave Manzanita Ave West 15 3:00 PM 25 Manzanita Ave Castilleja Ave Escobita Ave South 2 3:00 PM 26 Escobita Ave Manzanita Ave Miramonte Ave East 17 3:00 PM 27 Miramonte Ave Escobita Ave Castilleja Ave North 5 3:00 PM 28 Miramonte Ave Castilleja Ave Escobita Ave South 8 3:00 PM 29 Miramonte Ave Escobita Ave Madrono Ave South 9 3:00 PM 30 Miramonte Ave Madrono Ave Escobita Ave North 8 3:00 PM 31 Escobita Ave Miramonte Ave Ave to Manzanita West 15 3:00 PM 32 Manzanita Ave Escobita Ave Madrono Ave South 8 3:00 PM 33 Madrono Ave Manzanita Ave Miramonte Ave East 13 3:00 PM 34 Madrono Ave Miramonte Ave Manzanita Ave West 12 3:00 PM 35 Portola/Manzanita Ave Madrono Ave Ave to Miramonte South to East 11 3:00 PM 36 Miramonte Ave Portola Ave Madrono Ave North 8 3:00 PM 37 Miramonte Ave Madrono Ave Ave to Portola South 8 3:00 PM 38 Miramonte Ave Portola Ave Camino Real South 7 3:00 PM 39 Miramonte Ave El Camino Real Portola Ave North 7 3:00 PM 40 Portola/Manzanita Ave Miramonte Ave Madrono Ave West to North 21 3:00 PM 41 Madrono Ave Manzanita Ave Churchill Ave West 7 3:00 PM 42 Churchill Ave Madrono Ave Camino Real South 18 3:00 PM 43 El Camino Real Churchill Ave Miramonte Ave East 16 3:00 PM 44 El Camino Real Miramonte Ave Camino Real East 12 3:00 PM 45 Madrono Ave Manzanita Ave Churchill Ave East 6 3:00 PM 46 Churchill Ave Madrono Ave Castilleja Ave South 9 3:00 PM 47 Castilleja Ave Churchill Ave Manzanita Ave West 2 3:00 PM 48 Manzanita Ave Castilleja Ave Escobita Ave North 3 3:00 PM 49 Manzanita Ave Escobita Ave Madrono Ave North 9 6:00 PM 1 Mariposa Ave Churchill Ave Miramonte Ave East 26 6:00 PM 2 Mariposa Ave Miramonte Ave Castilleja Ave East 26 6:00 PM 3 Castilleja Ave Castilleja Ave Sequoia Ave South 4 6:00 PM 4 Sequoia Ave Castilleja Ave Escobita Ave South 9 6:00 PM 5 Sequoia Ave Escobita Ave Madrono Ave South 8 6:00 PM 6 Sequoia Ave/Portola Ave Madrono Ave Miramonte Ave South to West 24 6:00 PM 7 Portola Ave/Sequoia Ave Miramonte Ave Madrono Ave East to North 21 6:00 PM 8 Madrono Ave Sequoia Ave Miramonte Ave West 15 6:00 PM 9 Madrono Ave Miramonte Ave Sequoia Ave East 15 6:00 PM 10 Sequoia Ave Madrono Ave Escobita Ave North 6 6:00 PM 11 Escobita Ave Sequoia Ave Miramonte Ave West 16 6:00 PM 12 Escobita Ave Miramonte Ave Sequoia Ave East 15 6:00 PM 13 Sequoia Ave Escobita Ave Castilleja Ave North 8 6:00 PM 14 Castilleja Ave Sequoia Ave Miramonte Ave West 16 6:00 PM 15 Castilleja Ave Miramonte Ave Sequoia Ave East 21 6:00 PM 16 Castilleja Ave Sequoia Ave Castilleja Ave North 5 6:00 PM 17 Mariposa Ave Castilleja Ave Miramonte Ave West 26 6:00 PM 18 Miramonte Ave Mariposa Ave Castilleja Ave South 8 6:00 PM 19 Miramonte Ave Castilleja Ave Mariposa Ave North 8 6:00 PM 20 Mariposa Ave Miramonte Ave Churchill Ave West 25 6:00 PM 21 Churchill Ave Mariposa Ave Castilleja Ave South 4 6:00 PM 22 Castilleja Ave Churchill Ave Manzanita Ave East 4 6:00 PM 23 Castilleja Ave Manzanita Ave Miramonte Ave East 15 6:00 PM 24 Castilleja Ave Miramonte Ave Manzanita Ave West 15 6:00 PM 25 Manzanita Ave Castilleja Ave Escobita Ave South 2 6:00 PM 26 Escobita Ave Manzanita Ave Miramonte Ave East 17 6:00 PM 27 Miramonte Ave Escobita Ave Castilleja Ave North 5 6:00 PM 28 Miramonte Ave Castilleja Ave Escobita Ave South 8 6:00 PM 29 Miramonte Ave Escobita Ave Madrono Ave South 9 6:00 PM 30 Miramonte Ave Madrono Ave Escobita Ave North 8 6:00 PM 31 Escobita Ave Miramonte Ave Ave to Manzanita West 15 6:00 PM 32 Manzanita Ave Escobita Ave Madrono Ave South 8 6:00 PM 33 Madrono Ave Manzanita Ave Miramonte Ave East 13 6:00 PM 34 Madrono Ave Miramonte Ave Manzanita Ave West 12 6:00 PM 35 Portola/Manzanita Ave Madrono Ave Ave to Miramonte South to East 11 6:00 PM 36 Miramonte Ave Portola Ave Madrono Ave North 8 6:00 PM 37 Miramonte Ave Madrono Ave Ave to Portola South 8 6:00 PM 38 Miramonte Ave Portola Ave Camino Real South 7 6:00 PM 39 Miramonte Ave El Camino Real Portola Ave North 7 6:00 PM 40 Portola/Manzanita Ave Miramonte Ave Madrono Ave West to North 21 6:00 PM 41 Madrono Ave Manzanita Ave Churchill Ave West 7 6:00 PM 42 Churchill Ave Madrono Ave Camino Real South 18 6:00 PM 43 El Camino Real Churchill Ave Miramonte Ave East 16 6:00 PM 44 El Camino Real Miramonte Ave Camino Real East 12 6:00 PM 45 Madrono Ave Manzanita Ave Churchill Ave East 6 6:00 PM 46 Churchill Ave Madrono Ave Castilleja Ave South 9 6:00 PM 47 Castilleja Ave Churchill Ave Manzanita Ave West 2 6:00 PM 48 Manzanita Ave Castilleja Ave Escobita Ave North 3 6:00 PM 49 Manzanita Ave Escobita Ave Madrono Ave North 9 Total Demand % Occupacny Total Demand % Occupacny Total Demand % Occupacny 5 19%7 27%6 23% 4 15%4 15%2 8% 12 46%6 23%3 12% 11 42%3 12%1 4% 1 25%0 0% 3 75%1 25% 3 33%4 44%1 11% 4 44%5 56%4 44% 4 50%1 13%1 13% 4 50%1 13%0 0% 6 25%6 25%2 8% 6 25%5 21%15 63% 12 57%8 38%4 19% 13 62%7 33%8 38% 6 40%5 33%1 7% 2 13%1 7%3 20% 2 13%1 7%5 33% 5 33%1 7%1 7% 2 33%1 17%3 50% 2 33%0 0%0 0% 4 25%2 13%5 31% 4 25%2 13%2 13% 7 47%4 27%2 13% 8 53%3 20%6 40% 4 50%0 0%3 38% 2 25%1 13%0 0% 2 13%5 31% 3 19%2 13% 5 24%4 19% 2 10%3 14% 6 120%0 0%0 0% 5 100%2 40%2 40% 14 54%2 8%0 0% 15 58%5 19%1 4% 1 13%3 38%3 38% 1 13%3 38%3 38% 1 13%2 25%3 38% 1 13%2 25%1 13% 3 12%2 8%2 8% 3 12%5 20%5 20% 4 100%0 0%1 25% 5 125%0 0%0 0% 3 75%2 50%0 0% 2016 2018 2019 3 75%2 50%1 25% 1 7%4 27% 1 7%1 7% 1 7%5 33% 1 7%0 0% 2 100%1 50%1 50% 2 100%1 50%0 0% 4 24%3 18%0 0% 6 35%0 0%0 0% 2 40%2 40%2 40% 2 40%1 20%0 0% 1 13%1 13%1 13% 1 13%1 13%1 13% 1 11%2 22%2 22% 1 11%2 22%3 33% 2 25%1 13%3 38% 3 38%2 25%3 38% 3 20%2 13%4 27% 8 53%4 27%5 33% 7 88%1 13%2 25% 7 88%1 13%3 38% 4 31%2 15%5 38% 6 46%1 8%2 15% 6 50%3 25%3 25% 8 67%3 25%6 50% 4 36%4 36%5 45% 5 45%4 36%2 18% 2 25%1 13%0 0% 1 13%0 0%0 0% 1 13%1 13%0 0% 1 13%1 13%0 0% 3 43%2 29%0 0% 4 57%3 43%0 0% 2 29%3 43%3 43% 3 43%2 29%2 29% 6 29%11 52%1 5% 13 62%10 48%7 33% 4 57%5 71%3 43% 5 71%3 43%4 57% 14 78%10 56%13 72% 16 89%13 72%12 67% 0 0%0 0% 1 6%6 38% 0 0%0 0% 0 0%4 33% 5 83%0 0%1 17% 6 100%0 0%1 17% 9 100%5 56%4 44% 10 111%6 67%3 33% 2 100%2 100%1 50% 2 100%1 50%0 0% 2 67%1 33%1 33% 3 100%2 67%1 33% 8 89%0 0%1 11% 9 100%1 11%1 11% 50%24%22% 0%0%2 8% 0%0%1 4% 0%0%2 50% 0%0%2 22% 0%0%0 0% 0%0%4 17% 0%0%5 24% 0%0%5 33% 0%0%0 0% 0%0%0 0% 0%0%0 0% 0%0%5 33% 0%0%0 0% 0%0%2 13% 0%0%5 24% 0%0%1 20% 0%0%1 4% 0%0%3 38% 0%0%2 25% 0%0%4 16% 0%0%1 25% 0%0%2 50% 0%0%1 7% 0%0%0 0% 0%0%0 0% 0%0%4 24% 0%0%0 0% 0%0%0 0% 0%0%2 22% 0%0%1 13% 0%0%1 7% 0%0%1 13% 0%0%0 0% 0%0%3 25% 0%0%2 18% 0%0%0 0% 0%0%0 0% 0%0%0 0% 0%0%3 43% 0%0%8 38% 0%0%1 14% 0%0%12 67% 0%0%5 31% 0%0%2 17% 0%0%1 17% 0%0%5 56% 0%0%0 0% 0%0%1 33% 0%0%1 11% 0%0%2 8% 0%0%2 8% 0%0%0 0% 0%0%4 44% 0%0%0 0% 0%0%6 25% 0%0%4 19% 0%0%5 33% 0%0%0 0% 0%0%0 0% 0%0%3 19% 0%0%6 40% 0%0%1 13% 0%0%6 38% 0%0%4 19% 0%0%1 20% 0%0%1 4% 0%0%2 25% 0%0%4 50% 0%0%9 36% 0%0%1 25% 0%0%3 75% 0%0%2 13% 0%0%1 7% 0%0%0 0% 0%0%3 18% 0%0%1 20% 0%0%0 0% 0%0%0 0% 0%0%4 50% 0%0%4 27% 0%0%3 38% 0%0%1 8% 0%0%5 42% 0%0%10 91% 0%0%0 0% 0%0%2 25% 0%0%0 0% 0%0%3 43% 0%0%6 29% 0%0%4 57% 0%0%11 61% 0%0%6 38% 0%0%2 17% 0%0%3 50% 0%0%2 22% 0%0%1 50% 0%0%0 0% 0%0%0 0% City of Palo Alto (ID # 10491) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/7/2019 City of Palo Alto Page 1 Summary Title: Contract for $121,000 with Sandis Civil Engineers for Churchill Ave Enhanced Bikeway Project Title: Approval of an Exemption From Competitive Solicitation and Approval of Contract Number C20176858 With Sandis Civil Engineers for a Maximum Not-to-Exceed Amount of $121,000 for Design Services Related to the Churchill Avenue Enhanced Bikeway Project (PL- 14000) From: City Manager Lead Department: Transportation Recommendation: Staff recommends that the City Council approve an exemption from competitive solicitation under PAMC 2.30.330 and authorize the City Manager or his designee to execute Contract No. C20176858 with Sandis Civil Engineers Surveyors Planners (Attachment A) to provide engineering design services to complete the design of the environmental assessment, final plans, specifications, and cost estimates for the Churchill Avenue Enhanced Bikeway Project (PL- 14000). The total contract amount is not to exceed $121,000, which includes $96,000 for basic design services and $25,000 for additional services. The term is for two years (2019-2021). Background: On March 17, 2014 (ID# 4372), Council awarded a one-year contract to Sandis Civil Engineers Surveyors Planners for design and environmental assessment of the Churchill Avenue Enhanced Bikeway Project (El Camino Real to Castilleja Avenue). On January 20, 2015 (ID# 5421), City Council approved the Concept Plan for the Churchill Avenue Bikeway Project. Because of challenges regarding right-of-way and/or easement acquisition, preparation of the City of Palo Alto Page 2 final plans, specifications, and estimates, as well as the environmental assessment, this project was placed on hold in December 2015. During this period, staff negotiated an easement with PAUSD. The design contract expired on December 30, 2015 and was extended to June 30, 2018 in order to complete the environmental assessment and final plans, specifications, and estimates for the Churchill Avenue Improvement Project. This project was placed on hold in Summer 2018 because of recent staffing shortages in the Office of Transportation. Staff is now ready to finalize the project design plans and complete the design process. Discussion: Churchill Avenue Enhanced Bikeway Project provides improved facilities for all modes including bicycles, pedestrians, and motor vehicles using Churchill Avenue and for vehicles turning into Palo Alto High School. This corridor sees substantial use of bicycle and pedestrian activity as a Safe Route to School and is also used by automobile commuters who travel north and south through Palo Alto. Below is a summary of the proposed improvements for the Churchill Avenue Enhanced Bikeway project: • The proposed design plan extends the existing bicycle path along Churchill Avenue up to the intersection with El Camino Real, where an improved crossing (at El Camino Real) would connect to the Stanford Perimeter Trail and onto the Stanford University campus. The proposed concept plan line includes extending the existing pathway that currently terminates at the Palo Alto High School Driveway, to the west and terminating at El Camino Real where the modified traffic signal would be designed to accommodate users crossing El Camino Real. • The design also includes a new decorative traffic signal pole at the intersection of El Camino Real and Churchill Avenue, removal of the existing “pork chop” island, the addition of a pedestrian crosswalk across the north leg of the intersection, and the addition of a right-turn vehicle lane on westbound Churchill. Textured and color treatments, enhanced vehicle detection, and connection to Stanford University campus are also proposed as part of this modification, which also requires consultation with Caltrans, Palo Alto Unified School District (PAUSD), and Stanford. • Improvements also include striping updates on Churchill including high visibility crosswalks. The intersection of Madrono and Churchill Avenue would also receive intersection modification treatments that include a raised enhanced crosswalk that would also act as a speed table. In addition, a sidewalk extension (bulb-out) on the south corners of Castelleja Avenue is proposed in order to reduce the pedestrian crossing distance and accommodate the rectangular rapid flashing beacons. City of Palo Alto Page 3 The original contract expired before the work was completed during the time the project has been on hold, and it cannot be amended. Therefore it is necessary to enter into a new contract. Staff proposes to contract with the same consultant, Sandis Civil Engineers Surveyors Planners, because this is a safety project and the consultant has all of the history and background needed to complete the project. The City would like Sandis to continue and finish the work they started, rather than to go out for another competitive solicitation process otherwise required by PAMC 2.30.330, which would add more delays and loss of valuable knowledge and background on the project. The proposed contract would be for a 2-year term, with additional funding to allow Sandis to complete the design and provide related support services to the City during the construction bidding. The project is designed to a 65% level and the City would like the Consultant, Sandis, to complete the design and prepare construction documents for the project so that staff can move forward with the project design and construction. Because El Camino Real (Route 82) is a state highway, Caltrans is the lead agency and design plans on El Camino Real will need to be submitted for their review and approval in order obtain an encroachment permit needed for construction. As part of their review, Caltrans will require additional studies and will have to review and approve all of the proposed changes made to the intersection of El Camino. Funds are included as part of the Additional Services amount to cover any other efforts and studies required for design approval. Additionally, staff will work with PAUSD on this project. Policy Implications: The approval of this contract is consistent with existing City policies, including the Council approved Bicycle + Pedestrian Transportation Plan goals and objectives. The plan objectives that are advanced by the accommodation of bicyclists along this corridor include: • Objective 1: Double the rate of bicycling for both local and total work commutes by 2020 (to 15% and 5%, respectively). • Objective 2: Convert discretionary vehicle trips into walking and bicycling trips in order to reduce City transportation-related greenhouse gas (GHG) emissions 15% by 2020. • Objective 3: Develop a core network of shared paths, bikeways, and traffic-calmed streets that connects business and residential districts, schools, parks, and open spaces to promote healthy, active living. • Objective 4: Plan, construct, and maintain ‘Complete Streets’ that are safe and accessible to all modes and people of all ages and abilities. • Objective 5: Promote efficient, sustainable, and creative use of limited public resources through integrated design and planning. City of Palo Alto Page 4 In addition, the Comprehensive Plan goals, policies, and programs that support the accommodation of bicyclists on Embarcadero include: Goal T-3: Facilities, Services, and Programs the Encourage and Promote Walking and Bicycling. Prog. T-19: Develop, periodically update, and implement a bicycle facilities improvement program and a pedestrian facilities improvement program that identify and prioritize critical pedestrian and bicycle links to parks, schools, retail centers, and civic facilities. Policy T-14: Improve pedestrian and bicycle access to and between local destination, including public facilities, schools, parks, open space, employment districts, shopping centers, and multi modal transit stations. Policy T-25: When constructing or modifying roadways, plan for usage of the roadway space by all users, including motor vehicles, transit vehicles, bicyclists, and pedestrians. Policy T-29: Make effective use of the traffic-carrying ability of Palo Alto’s major street network without compromising the need of pedestrians and bicyclists also using this network. Resource Impact: Funding in the amount of $121,000 for the design contract is available in the Churchill Avenue Enhanced Bikeway Project (PL-14000). Timeline: Upon Council approval, staff will meet with Sandis Civil Engineers in order to update and finalize the 65% design plans for City and Caltrans (State) review and will work with relevant stakeholders. Staff estimates a return to Council for the approval of a construction contract by Summer 2020. Environmental Review: The contract approval does not require an environmental review; however, given the nature of the proposed improvements for the project, the project qualifies for a Class 1 Categorical Exemption under California Environmental Quality Act (CEQA) Guidelines Section 15301. The Class 1 exemption covers minor alterations to existing facilities so long as they involve no or negligible expansion of use. Attachments: City of Palo Alto Page 5 Attachment A: C20176858 Sandis Contract (PDF) CITY OF PALO ALTO CONTRACT NO. C20176858 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND SANDIS CIVIL ENGINEERS SURVEYORS PLANNERS FOR PROFESSIONAL SERVICES This Agreement is entered into on this 7th day of October, 2019, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and SANDIS CIVIL ENGINEERS SURVEYORS PLANNERS, a California corporation, located at 636 9th Street, Oakland, CA 94607, Telephone Number (510) 590-3421 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to improve the Churchill Avenue Corridor, Located in Palo Alto, California (“Project”) and desires to engage a consultant to develop improvements in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through September 5, 2021 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Ninety-Six Thousand Dollars ($96,000.00). DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event Additional Services are authorized, the total compensation for Basic Services, Additional Services and reimbursable expenses shall not exceed One-Hundred Twenty-One Thousand Dollars ($121,000.00). The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 of CITY’s stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. Option B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are: David J. Powers & Associates, Inc. 1871 The Alameda, Suite 200, San Jose CA 95126 (408) 248-3500 PGAdesign Landscape Architects 444 17th Street Oakland CA 94612 (510) 465-1284 CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Jeff Setera as the Principal-in-charge to have supervisory responsibility for the performance, progress, and execution of the Services and Ron Sanzo as the project manager to represent CONSULTANT during the day- to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 the safety of persons or property. CITY’s project manager is Shahla Yazdy, Office of Transportation, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone: (650) 617-3151. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. OR 26.1 CONSULTANT is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. CONSULTANT shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. 26.2 CONSULTANT shall comply with the requirements of Exhibit “E” for any contract for public works construction, alteration, demolition, repair or maintenance. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 All unchecked boxes do not apply to this Agreement. 27.11 The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 CONTRACT No. C20176858 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO City Manager (Required on contracts over $85,000) APPROVED AS TO FORM: City Attorney or designee (Required on Contracts over $25,000) SANDIS CIVIL ENGINEERS SURVEYORS PLANNERS By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 Jeffrey M. Setera President Professional Services Rev. April 27, 2018 1 1 EXHIBIT “A” SCOPE OF SERVICES The Scope of Services for this Agreement continues work that CONSULTANT previously provided as described in City of Palo Alto Contract C14150008, which were services for the development of the Churchill Avenue Corridor Improvements. Stages 1 through 3 are provided below as background information; these stages summarized the services provided in Contract C14150008. The Scope of Services for this Agreement is listed as “Stage 4” below. Background – Previous Workplan (Stages 1-3) Project Elements: 1. Plan Line Concepts and PEER/Encroachment Permit: CONSULTANT to determine the community preferred alignment and improvements along the corridor and to coordinate closely with Caltrans and CITY for development of innovative intersection treatments at the El Camino Real & Churchill Avenue intersection. At the El Camino Real & Churchill Avenue intersection CITY seeks capacity improvements along Churchill Avenue as well as project elements to better facilitate bicycle and pedestrian movements across the intersection as well as transit improvements that will need to be coordinated by the CONSULTANT with the Valley Transportation Authority (VTA)- Bus Rapid Transit (BRT) program. The CONSULTANT will also be require to coordination with Stanford University to coordination of project improvements with their Stanford Perimeter Trail Project - El Camino Real segment and with the Palo Alto Unified School District for right-of-way interest and operations improvements to their district offices located at 25 Churchill Avenue and Palo Alto High School. 2. Environmental Analysis Study: CONSULTANT shall prepare an environmental analysis/assessment for the community-preferred project alignment developed as part of Task 1 including any studies required by CITY as part of the improvements for the El Camino Real & Churchill Avenue intersection. It is assumed that the Permit Engineering Evaluation Report (PEER) submitted to Caltrans during Stage 1 will be approved. The CONSULTANT shall prepare a focused traffic study to identify appropriate intersection capacity treatments including the need for a micro simulation model for use as part of the community outreach process for the project. 3. Development of Plans, Specifications & Engineer 's Estimate 's: CONSULTANT shall be responsible for the development of PS&E for project including: traffic signal modifications, street lighting improvements, sidewalk realignment and widening, drainage improvements, signage & striping, innovative bicycle treatments, traffic calming elements, landscaping, wayfinding, and transit improvements. 4. Additional Service: CONSULTANT shall provide as-needed support during the project life to assist CITY in implementation of the project including, but not limited to: grant writing support and bidding assistance should additional funding be identified for construction. Stage 1 - Concept Plan Lines & Permit Engineering Evaluation Report/Encroachment Permit CONSULTANT shall be responsible for the development of concept plan line alternatives for the Churchill Avenue Corridor Improvement Project for the consideration of the Palo Alto community. CONSULTANT shall participate in Community Outreach meetings to identify or further develop one of the alternatives into DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 Professional Services Rev. April 27, 2018 1 2 a Community Preferred Alignment Alternative. CITY anticipates identifying up to three alignment alternatives for consideration of the community before finalizing a Community Preferred Alignment that will be advanced and submitted with an Encroachment Permit and Permit Engineering Evaluation Report (PEER) to Caltrans. CONSULTANT will be responsible for outreach to and organizing meetings with the following agencies: Palo Alto Community, Caltrans, Stanford University, and Palo Alto Unified School District. CONSULTANT shall take into account the following Design Considerations as part of the development of Plan Line Concept Alternatives: • Utilities (Above and Below Ground) • Real Property Acquisition (Temporary Construction Easements and Design) • Safety • Walk-ability, Bicycle Ride-ability, and Transit Connectivity • Adjacent Public Facilities or Facilities of Interest such as Palo Alto High School, Stanford University, Town & Country Shopping Center, and connection with existing and planned Bicycle Routes • Project Mitigations to protect the Quality of Life for existing residential properties adjacent to the proposed project area including the South Gate Neighborhood located south of Churchill Avenue between the Caltrain Tracks to the East, El Camino Real to the west, and Stanford Avenue to the South • Cost After development of a Community Preferred Alignment Alternative for the Churchill Avenue Corridor Improvement project the CONSULTANT shall begin coordination with Caltrans. CONSULTANT is proposing to submit a Permit Engineering Evaluation Report (PEER) with the initial encroachment permit application. Upon successful approval of the PEER with Caltrans the CONSULTANT will present the findings of the PEER to the Palo Alto Bicycle Advisory Committee (PABAC), Planning & Transportation Commission (PTC), Palo Alto Unified School District (PAUSD)-Board of Directors, and CITY Council for final approval. CONSULTANT shall be required to participate in the following community outreach meetings during this stage: • Three (3) community outreach meetings • Two (2) Palo Alto Bicycle Advisory Committee meetings • Two (2) Palo Alto Unified School District meetings • One (1) City-School Traffic Safety Committee meeting • Two (2) PTC meetings, and • One (1) City Council meeting. CITY will be responsible for securing community meeting facilities. CONSULTANT shall be responsible for the preparation of all outreach materials, including media ads to be coordinated for publication by CITY, meeting notice flyers for mailing to residents by CITY, and community meeting presentations. The CONSULTANT shall also serve as Scribe at all community. Deliverables for Stage 1 should include the following items: • 10% Design - Concept Plan Line Alignments DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 Professional Services Rev. April 27, 2018 1 3 • Preliminary Cost Estimates for alignment alternatives • Identifying of Probable Impact and Mitigation Alternatives for neighborhood Quality of Life preservation • Final Caltrans Approved Permit Engineering Evaluation Report (PEER) Stage 2 - Environmental Analysis Study Upon approval of the Permit Engineering Evaluation Report (PEER) by Caltrans, review and approval of required Environmental Analysis Studies will be transitioned over to CITY. CONSULTANT shall be responsible for the development of the appropriate Environmental Analysis Studies required by CITY. The CONSULTANT team includes an additional environmental CONSULTANT to provide oversight/input on Environmental Analysis component of project. CONSULTANT, as part of the Environmental Analysis, shall also be responsible for advancing the Community Preferred Concept Plan Line alternative into a 35% design stage. It is assumed that the following technical studies will be required as part of the Environment Analysis component of this project: • Biological Resources • Air Quality/Green • Hazards & Hazardous House Gas Emissions Materials • Preliminary • Transportation/Traffic Geotechnical • Cultural Resources • Hydrology/Water Quality • Noise The CONSULTANT's Team shall also identify any permits required from State and Federal Regulatory Agencies (e.g., Caltrans, State Fish & Wildlife, Army Corps of Engineers, etc.). CONSULTANT will be required to participate in the following community outreach meetings during this stage: • Three (3) Community Outreach Meetings • One (1) Study Session Planning & Transportation Commission • One (1) Study Session City Council • One (1) Presentation - Planning PAUSD Board of Directors • One (1) Presentation/Approval - Palo Alto City Council CITY will be responsible for securing community meeting facilities. CONSULTANT shall be responsible for the preparation of all outreach materials, including media ads to be coordinated for publication by CITY, meeting notice flyers for mailing to residents by CITY, and community meeting presentations. The CONSULTANT shall also serve as Scribe at all community. Deliverables for the Environmental Analysis stage for this project shall also include the following elements: • Final Environmental Assessment reports required by CITY of Palo Alto • 35%PS&E • Project architectural renderings of key improvements areas such as the El Camino Real & Churchill Avenue and Churchill Avenue & Castilleja intersections Stage 3 - Development of Plans, Specifications and Engineer's Estimates Upon approval of the Final Environmental Report for the Churchill Avenue Corridor Improvements project, the DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 Professional Services Rev. April 27, 2018 1 4 CONSULTANT shall proceed to prepare final plans, specifications, and engineer's estimates for the construction of the project. The improvement plans shall include the following civil details prepared by a Registered Professional Civil Engineer with good standing with the State of California: • Cover Sheet • Project Notes • Project Plan and Profile • Demolition Plans • Plan Details for Improvements, including but not limited to: o Multi-Use Trail Sections o Enhanced Pedestrian Crossings o Accessible Pedestrian Ramps o Drainage Plans o Transit Station Plans o Landscape Improvement Plans o Signage & Striping Plans o Traffic Signal and Street lighting Improvement Plans o Utility Preservation and Connections o Utility Plans o Storm Water Pollution Prevention Plan o Construction Staging Plan • Project Specifications consistent with Palo Alto Standard Specifications and Special Provisions to match the Project Improvement Plan requirements • CONSULTANT shall provide 35%, 65%, 95% and 100% Engineer's Estimates based on improvement plans and comparable bids for similar projects to ensure the project remains within the project budget (CITY may elect to hire an outside Construction Management (CM) finn for Value Engineering and outside PEER review. CONSULTANT shall be expected to work with CM cooperatively.) CONSULTANT shall apply for and complete all forms required from Caltrans for design exemption and encroachment permits. CONSULTANT shall submit detailed schedule based on the improvements plans to CITY and should to include the following tasks: • Base 35% Plans Revised from Environmental Process o Community Outreach Meeting to Identify Landscape/Hardscape and Streetscape palette o Study Session with Architectural Review Board for approval of shrub and tree planting palettes and decorative pavement treatments recommended by the Project Landscape Architect and Project Engineer • 65% Improvement Plans o Final Community Outreach Meeting • 95% Check Print Plan Set o Presentation of Project to Parks & Recreation Commission o Presentation of Project to Planning & Transportation Commission • 100% Bid Set DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 Professional Services Rev. April 27, 2018 1 5 o City Council Presentation of Final Project Meetings with CITY staff for the review of design plans, specifications and construction staging shall be held on site on a monthly basis. CITY will be responsible for securing community meeting facilities. The CONSULTANT shall be responsible for the preparation of all outreach materials, including media ads to be coordinated for publication by CITY, meeting notice flyers for mailing to residents by CITY, and community meeting presentations. The CONSULTANT shall also serve as Scribe at all community meetings and provide CITY with Meeting Notes and Action Notes within 5- business days of each meeting. CITY anticipates procurement of an outside Construction Management Firm during this stage to assist the CITY in reviewing plans prepared by the CONSULTANT and to conduct Value Engineering alternatives to ensure that the project remains on-budget. The CONSULTANT will be required to work with the CONSULTANT Management Firm during the development of the plans. Deliverables for the Development of PS&E stage for this project shall also include the following elements: • 100% PS&E Bid Package • Procurement of all necessary encroachment permits to allow for the construction of the project SCOPE OF WORK Stage 4 - Remaining Tasks to Be Completed through Stages1 through 3 (as of October 2019) The project is currently split into two separate plan set submittals: Phase 1A, which includes improvements located within the Caltrans Right of-Way at the intersection of El Camino Real and Churchill Avenue; and Phase 1B, which includes pathway improvements along the northern edge of Churchill Avenue between the El Camino Real and Castilleja Avenue Intersections. Based on recent discussions, the Phases are to be combined into a single plan set for City review and bidding purposes. In addition, a series of design changes are requested including removal of the proposed bike signal at the Churchill/ECR intersection and modifications to the bulbouts, new traffic signal at the Churchill/ECR, Churchill/Madrone, and Churchill/Castilleja intersections, and relocation of the City’s electrical transformers located on Palo Alto High School’s property. Design and Permitting • Combine Phase 1A and Phase 1B plan sets and supporting documents into single package. • Revise Intersection of El Camino Real and Churchill Avenue design and submit Caltrans • Encroachment Permit Application including: Plans, Specifications, and Engineer’s Estimates • Revise/Reissue 65% PS&E Submittal for overall project based on City comments (including landscape plans). • Prepare 100% PS&E (Bid Documents) submittal and resubmit to City and Caltrans • Prepare technical specifications and cost estimate • Revise Plat Maps and Legal Descriptions for required easement documents. • Coordinate improvements with PAUSD. • Attend up to two (2) meetings with City/agency staff. Environmental Clearance Documents/CEQA Checklist Prepare CEQA Checklist for categorically exempt project. If required, prepare the following cultural resources reports: o Area of Potential Effects (APE) Map o Archaeological Survey Report (ASR), including Native American consultation o Historic Resources Compliance Report (HRCR) Meet with Caltrans staff to coordinate CE process. Public Meeting Attendance Attend up to five (5) public meetings, including DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 Professional Services Rev. April 27, 2018 1 6 o One (1) council meeting o One (1) Planning and Transportation Commission meeting o One (1) School Board meeting o One City School Traffic Committee meeting o One Community meeting Bid Assistance Assist City staff in preparation of any additional bid documents required for Public bid process. Assist City in review of public bids. Assumptions/Exclusions The above scope of work includes design and coordination efforts up to the issuance of construction bid documents and bid support. Construction support services are not included as part of this effort. DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 Professional Services Rev. April 27, 2018 1 7 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Milestones Completion From NTP 1. Project Restart Meeting week of 10/15/2019 2. Revise design based on City comments/direction 10/15 – 11/5/2019 (3 weeks) 3. Submit PS&E and supporting documents to City for review 11/5/2019 4. Submit PS&E and supporting documents to Caltrans 11/5/2019 5. City/Caltrans Review Period 11/5 – 12/5/2019 6. Revise Plans and Resubmit (100% PS&E) 12/5 – 12/13/2019 7. City/Caltrans Review period 12/16 – 1/24/2020 8. Incorporate final comments/Finalize Plan 1/27 - 2/7/2020 9. Design Completion 3/2020 DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 Professional Services Rev. April 27, 2018 1 8 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set forth below. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Stage 4 Remaining Task to be completed through $96,000.00 Stages 1 through 3 (as of October 2019) Sub-total Basic Services $96,000.00 Total Basic Services and Reimbursable expenses $96,000.00 Additional Services (Not to Exceed) $25,000.00 Maximum Total Compensation $121,000.00 DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 Professional Services Rev. April 27, 2018 1 9 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: None ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 Professional Services Rev. April 27, 2018 2 0 EXHIBIT “C-1” SCHEDULE OF RATES (see following pages) DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 August 31, 2019 Revised September 2018 Enforced: September 1, 2018 through December 31, 2020 ENGINEERING SERVICES / QSD & QSP SERVICES Hourly Rate Project Specialist/Clerical $90.00 Computer/Field/Engineer Technician Level 1 $100.00 Level II $105.00 Level III $110.00 Sr. Engineer Technician $130.00 Design Engineer Level 1 $110.00 Level II $115.00 Level III $120.00 Project Engineer/Traffic Engineer Level 1 $125.00 Level II $135.00 Level III $150.00 Engineering Project Manager Level 1 $185.00 Engineering Project Manager Level 2 $215.00 Associate Principal/Senior Project Manager/Senior Traffic Engineer $225.00 Principal $350.00 Forensic Review/Analysis/Claim Support $250.00 SURVEYING SERVICES / HIGH DEFINITION SCANNING/ 3-D MODELING SERVICES Computer/Surveying/Scanning Technician Level 1 $100.00 Level II $105.00 Level III/Steel Draft Person $110.00 Project Surveyor/Scanning Specialist Level 1 $125.00 Level II $135.00 Level III/Steel Draft Person $150.00 Steel Office Support $175.00 Survey Project Manager Level 1 $175.00 Survey Project Manager Level 2 $215.00 Senior Field Survey Supervisor/AISC/Manager, Steel Supervisor (PLS) $225.00 Utility Locating Services 1-Person Crew $160.00 Traffic Safety Flagger $115.00 1- Person Survey Crew $215.00 2- Person Survey Crew $310.00 2-Person Survey Crew for Structural Steel Surveys $295.00 2- Person Survey Crew with Apprentice $410.00 3- Person Survey Crew $425.00 Bryant Surveys Official Travel $45.00 REIMBURSABLE COSTS: Printing, monuments, materials, outside services and consultants, courier/delivery services, express/overnight mail, travel/per diem, agency fees advanced, etc., at cost plus 10%. OVERTIME: All overtime charges are invoiced on the basis of one and one-half times the above rates. Double time invoiced at two times above rates. ESCALATION: Escalation for future years shall be at a minimum of 3.5% increase per year. Sandis at its sole discretion may utilize its subsidiaries to perform the services presented in this proposal. STANDARD HOURLY CHARGE RATES SILICON VALLEY CENTRAL VALLEY EAST BAY/SF DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 Effective January 2019 - subject to annual review and adjustments. PROFESSIONAL FEE SCHEDULE 2019 Principal $215 Senior Landscape Architect $180 Landscape Architect $140 - $165 Intermediate Designer $135 - $155 Technician/CAD $130 - $135 Irrigation Designer $155 Administration REIMBURSABLE EXPENSES $ 90 Reimbursable expenses are in addition to the total design fee, and may include the following project related costs: Tolls, parking fees, and local travel charged in accordance with IRS code Cost of models, renderings, photography, printing, and other supplies Postage and delivery charges. Fees for local licenses and permits required to perform professional services. Travel, lodging, subsistence and out-of-pocket expenses for authorized travel in connection with contract services. Outside project expenses and sub-consultants will be identified on invoices. Outside expenses will be marked up 10%. PGAdesign 444 17th Street Oakland CA 94612 tel 510 465 1284 www.PGAdesign.com Rates are valid through August 2020 DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 Materials, outside services and subconsultants include a 15% administration fee. Mileage will be charged per the current IRS standard mileage rate at the time costs occur. Subject to revision January 1, 2020. CHARGE RATE SCHEDULE1 Title Hourly Rate Senior Principal $ 300.00 Principal Project Manager $ 275.00 Senior Environmental Specialist $ 240.00 Senior Project Manager $ 215.00 Environmental Specialist $ 200.00 Biologist $ 190.00 Project Manager $ 190.00 Associate Project Manager $ 160.00 Assistant Project Manager $ 130.00 Researcher $ 115.00 Draftsperson/Graphic Artist $ 120.00 Document Processor/Quality Control $ 110.00 Administrative Manager $ 110.00 Office Support $ 95.00 1 David J. Powers & Associates, Inc. (DJP&A) provides regular, clear, and accurate invoices, in accordance with normal company billing procedures. The cost estimate prepared for this project does not include special accounting or bookkeeping procedures, nor does it include preparation of extraordinary or unique statements or invoices. If a special invoice or accounting process is requested, the service can be provided on a time and materials basis. Any fees charged to DJP&A for Client’s third-party services related to invoicing, insurance certificate maintenance, or other administrative functions will be billed as a reimbursable expense. Rates are valid through August 2020 DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 Professional Services Rev. April 27, 2018 10 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES WORKER’S COMPENSATION YES EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 Professional Services Rev. April 27, 2018 11 B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON- PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=2556 9 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP DocuSign Envelope ID: 9F45AF24-A837-42CE-AF4D-219A84482EE3 City of Palo Alto (ID # 10502) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/7/2019 City of Palo Alto Page 1 Summary Title: Electric Overhead Construction Services Title: Approval of the Electric Overhead Construction Services Contract Number C20172366A With Hot Line Construction, Inc. for a Total Not-to- Exceed Amount of $4,500,000 Over Three Years From: City Manager Lead Department: Utilities Recommendation Staff recommends that Council: Approve and authorize the City Manager to execute the construction contract C20172366A (Attachment A) with Hot Line Construction, Inc. in an amount not-to-exceed $4,500,000 over 3 years, with a not to exceed amount of $1,500,000 per year, for Electric Overhead Construction Services, which includes construction maintenance and system improvement work on the City’s overhead electric distribution system at various locations throughout the City of Palo Alto. Background During regular electric system inspection and evaluation, the Electric Operations Division identifies maintenance work throughout the utility electric distribution system. This includes identifying safety hazards and deteriorated infrastructure, such as wood poles, that need to be replaced. There are currently insufficient resources within Electric Operations to complete all of the currently identified and anticipated construction work over the next three years. Electric Operations has experienced a staffing shortage due to factors such as retirements, turnovers, and lack of qualified candidates. The electric overhead construction services covered under this construction contract will be used to assist Electric Operations with completing the maintenance work necessary to keep the overhead electric distribution system in compliance with state and utility regulations, and operating in a safe, reliable, and efficient manner. The construction services will also be used to aid and support Electric Operations during emergency or storm situations as needed. Discussion The work to be performed under this contract involves construction services on the City’s overhead electric distribution system. Staff prepared an Invitation for Bids (“IFB”) City of Palo Alto Page 2 soliciting qualified contractors to provide Overhead Electric Construction crew(s) at the City’s request and billed on a time and equipment basis. A Scope of Services was included in the IFB describing the type of construction work that is expected to be completed. The proposers bid on the contract by providing labor and equipment rates for the various personnel and equipment that make up the typical overhead construction crew(s). City of Palo Alto Page 3 The following table summarizes the bid process initiated in July 2019: Bid Name / Number Electric Overhead Maintenance Project/ IFB 172366A Proposed Length of Project 3 Years Number of Bids Mailed to Contractors 864 Vendors notified via Planet Bids Number of Bids Mailed to Builder’s Exchanges 4 Total Days to Respond to Bid 34 Pre-Bid Meeting Yes Number of Company Attendees at Pre-Bid Meeting 2 Number of Bids Received 2 Bid Process On July 5, 2019, the City posted a notice inviting formal bids (IFB) for Electric Overhead Distribution Maintenance Work on Planet Bids through the City’s web portal. The bidding period was 34 calendar days. The City received 2 bids from qualified contractors on August 7, 2019. It is common knowledge that Utilities are struggling with a labor shortage for qualified Electric Journey Linepersons. There is a high demand for this type of work and resources are scarce. Staff received and evaluated the two bids and Hot Line Construction, Inc. was declared the lowest base bid by 2.5%. This contractor has previously performed work for the City and is registered and in good standing with the Department of Industrial Relations (DIR). Hot Line Construction, Inc. demonstrates the knowledge and skills required to perform the work. Staff considers the low bid acceptable for the work involved and recommends award of the contract to Hot Line Construction, Inc. Timeline: If Council approves the Contract, the Contractor will provide the City with requested operation crew(s) within 7 days of the issuance of Notice to Proceed. Resource Impact For FY 2020, $1,500,000 of the funds required for the construction contract is available in the Electric Fund operating budget. Continued work under this contract for FY 2021 through 2022 City of Palo Alto Page 4 will be subject to satisfactory performance by the contractor and City Council approval of annual appropriations. Policy Implications The approval of this construction contract is consistent with existing city policies, including the Council-approved Utilities Strategic Plan to operate the electric distribution system in a cost effective manner and to invest in utility infrastructure to deliver reliable service. Environmental Review This work is categorically exempt from the California Environmental Quality Act (CEQA), under section 15301 (repair or maintenance of existing facilities), and section 15302 (replacement or reconstruction of existing structures and facilities) of Title 14 of the California Code of Regulations (“CEQA Guidelines”). Attachments: • Attachment A: C20172366A Invitation for Bid (IFB) Package 1 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT Contract No. C20172366A City of Palo Alto ELECTRIC OVERHEAD DISTRIBUTION MAINTENANCE WORK 2019 -2022 Project Invitation for Bid (IFB) Package 2 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT TABLE OF CONTENTS SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS…………………………………….…………..6 1.1 Recitals…………………………………………………………………………………………………………………….6 1.2 Definitions……………………………………………………………………………………………………………….6 SECTION 2 THE PROJECT………………………………………………………………………………………………………...6 SECTION 3 THE CONTRACT DOCUMENTS………………………………………………………………………………..7 3.1 List of Documents…………………………………………………………………………………………….........7 3.2 Order of Precedence……………………………………………………………………………………………......7 SECTION 4 CONTRACTOR’S DUTY…………………………………………………………………………………………..8 4.1 Contractor's Duties…………………………………………………………………………………………………..8 SECTION 5 PROJECT TEAM……………………………………………………………………………………………………..8 5.1 Contractor's Co-operation………………………………………………………………………………………..8 SECTION 6 TIME OF COMPLETION…………………………………………………………………………………….......8 6.1 Time Is of Essence…………………………………………………………………………………………………….8 6.2 Commencement of Work…………………………………………………………………………………………8 6.3 Contract Time…………………………………………………………………………………………………………..8 6.4 Liquidated Damages…………………………………………………………………………………………………8 6.4.1 Other Remedies……………………………………………………………………………………………………..9 6.5 Adjustments to Contract Time………………………………………………………………………………….9 SECTION 7 COMPENSATION TO CONTRACTOR……………………………………………………………………….9 7.1 Contract Sum……………………………………………………………………………………………………………9 7.2 Full Compensation……………………………………………………………………………………………………9 SECTION 8 STANDARD OF CARE……………………………………………………………………………………………..9 8.1 Standard of Care…………………………………………………………………………………..…………………9 SECTION 9 INDEMNIFICATION…………………………………………………………………………………………..…10 9.1 Hold Harmless……………………………………………………………………………………………………….10 9.2 Survival…………………………………………………………………………………………………………………10 SECTION 10 NON-DISCRIMINATION……..………………………………………………………………………………10 10.1 Municipal Code Requirement…………….………………………………..……………………………….10 SECTION 11 INSURANCE AND BONDS.…………………………………………………………………………………10 Invitation for Bid (IFB) Package 3 Rev. March 17, 2017 CONSTRUCTION CONTRACT 11.1 Evidence of Coverage…………………………………………………………………………………………..10 SECTION 12 PROHIBITION AGAINST TRANSFERS…………………………………………………………….…11 12.1 Assignment………………………………………………………………………………………………………….11 12.2 Assignment by Law.………………………………………………………………………………………………11 SECTION 13 NOTICES …………………………………………………………………………………………………………….11 13.1 Method of Notice …………………………………………………………………………………………………11 13.2 Notice Recipents ………………………………………………………………………………………………….11 13.3 Change of Address……………………………………………………………………………………………….12 SECTION 14 DEFAULT…………………………………………………………………………………………………………...12 14.1 Notice of Default………………………………………………………………………………………………….12 14.2 Opportunity to Cure Default…………………………………………………………………………………12 SECTION 15 CITY'S RIGHTS AND REMEDIES…………………………………………………………………………..13 15.1 Remedies Upon Default……………………………………………………………………………………….13 15.1.1 Delete Certain Services…………………………………………………………………………………….13 15.1.2 Perform and Withhold……………………………………………………………………………………..13 15.1.3 Suspend The Construction Contract…………………………………………………………………13 15.1.4 Terminate the Construction Contract for Default………………………………………………13 15.1.5 Invoke the Performance Bond………………………………………………………………………….13 15.1.6 Additional Provisions……………………………………………………………………………………….13 15.2 Delays by Sureties……………………………………………………………………………………………….13 15.3 Damages to City…………………………………………………………………………………………………..14 15.3.1 For Contractor's Default…………………………………………………………………………………..14 15.3.2 Compensation for Losses…………………………………………………………………………………14 15.4 Suspension by City……………………………………………………………………………………………….14 15.4.1 Suspension for Convenience……………………………………………………………………………..14 15.4.2 Suspension for Cause………………………………………………………………………………………..14 15.5 Termination Without Cause…………………………………………………………………………………14 15.5.1 Compensation………………………………………………………………………………………………….15 15.5.2 Subcontractors………………………………………………………………………………………………..15 15.6 Contractor’s Duties Upon Termination………………………………………………………………...15 SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES……………………………………………………………16 16.1 Contractor’s Remedies……………………………………..………………………………..………………….16 Invitation for Bid (IFB) Package 4 Rev. March 17, 2017 CONSTRUCTION CONTRACT 16.1.1 For Work Stoppage……………………………………………………………………………………………16 16.1.2 For City's Non-Payment…………………………………………………………………………………….16 16.2 Damages to Contractor………………………………………………………………………………………..16 SECTION 17 ACCOUNTING RECORDS………………………………………………………………………………….…16 17.1 Financial Management and City Access………………………………………………………………..16 17.2 Compliance with City Requests…………………………………………………………………………….17 SECTION 18 INDEPENDENT PARTIES……………………………………………………………………………………..17 18.1 Status of Parties……………………………………………………………………………………………………17 SECTION 19 NUISANCE……………………………………………………………………………………………………….…17 19.1 Nuisance Prohibited……………………………………………………………………………………………..17 SECTION 20 PERMITS AND LICENSES…………………………………………………………………………………….17 20.1 Payment of Fees…………………………………………………………………………………………………..17 SECTION 21 WAIVER…………………………………………………………………………………………………………….17 21.1 Waiver………………………………………………………………………………………………………………….17 SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS……………………………….18 22.1 Governing Law…………………………………………………………………………………………………….18 22.2 Compliance with Laws…………………………………………………………………………………………18 22.2.1 Palo Alto Minimum Wage Ordinance…………….………………………………………………….18 SECTION 23 COMPLETE AGREEMENT……………………………………………………………………………………18 23.1 Integration………………………………………………………………………………………………………….18 SECTION 24 SURVIVAL OF CONTRACT…………………………………………………………………………………..18 24.1 Survival of Provisions……………………………………………………………………………………………18 SECTION 25 PREVAILING WAGES………………………………………………………………………………………….18 SECTION 26 NON-APPROPRIATION……………………………………………………………………………………….19 26.1 Appropriation………………………………………………………………………………………………………19 SECTION 27 AUTHORITY……………………………………………………………………………………………………….19 27.1 Representation of Parties…………………………………………………………………………………….19 SECTION 28 COUNTERPARTS………………………………………………………………………………………………..19 28.1 Multiple Counterparts………………………………………………………………………………………….19 SECTION 29 SEVERABILITY……………………………………………………………………………………………………19 29.1 Severability………………………………………………………………………………………………………….19 SECTION 30 STATUTORY AND REGULATORY REFERENCES …………………………………………………..19 Invitation for Bid (IFB) Package 5 Rev. March 17, 2017 CONSTRUCTION CONTRACT 30.1 Amendments of Laws…………………………………………………………………………………………..19 SECTION 31 WORKERS’ COMPENSATION CERTIFICATION………………………………………………….….19 31.1 Workers Compensation…………………………………………………………………………………….19 SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS………………………………..…20 32.1 General Notice to Contractor…………………………………………………………………………….20 32.2 Labor Code section 1771.1(a)…………………………………………………………………………….20 32.3 DIR Registration Required…………………………………………………………………………………20 32.4 Posting of Job Site Notices…………………………………………………………………………………20 32.5 Payroll Records…………………………………………………………………………………………………20 Invitation for Bid (IFB) Package 6 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT THIS CONSTRUCTION CONTRACT entered into on October 7, 2019 (“Execution Date”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and HOT LINE CONSTRUCTION, INC. ("Contractor"), is made with reference to the following: R E C I T A L S: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. Contractor is a corporation duly organized and in good standing in the State of California, Contractor’s License Number 710855 and Department of Industrial Relations Registration Number 1000001001. Contractor represents that it is duly licensed by the State of California and has the background, knowledge, experience and expertise to perform the obligations set forth in this Construction Contract. C. On June 26, 2019, City issued an Invitation for Bids (IFB) to contractors for the “Electric Overhead Distribution Maintenance Work” (“Project”). In response to the IFB, Contractor submitted a Bid. D. City and Contractor desire to enter into this Construction Contract for the Project, and other services as identified in the Contract Documents for the Project upon the following terms and conditions. NOW THEREFORE, in consideration of the mutual promises and undertakings hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and between the undersigned parties as follows: SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS. 1.1 Recitals. All of the recitals are incorporated herein by reference. 1.2 Definitions. Capitalized terms shall have the meanings set forth in this Construction Contract and/or in the General Conditions. If there is a conflict between the definitions in this Construction Contract and in the General Conditions, the definitions in this Construction Contract shall prevail. SECTION 2 THE PROJECT. The Project is the “Electric Overhead Distribution Maintenance Work” Project, located at various locations, Palo Alto, CA. ("Project"). Invitation for Bid (IFB) Package 7 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 3 THE CONTRACT DOCUMENTS. 3.1 List of Documents. The Contract Documents (sometimes collectively referred to as “Agreement” or “Bid Documents”) consist of the following documents which are on file with the Purchasing Division and are hereby incorporated by reference. 1) Change Orders 2) Field Orders 3) Contract 4) Bidding Addenda 5) Special Provisions 6) General Conditions 7) Project Plans and Drawings 8) Technical Specifications 9) Instructions to Bidders 10) Invitation for Bids 11) Contractor's Bid/Non-Collusion Declaration 12) Reports listed in the Contract Documents 13) Public Works Department’s Standard Drawings and Specifications (most current version at time of Bid) 14) Utilities Department’s Water, Gas, Wastewater, Electric Utilities Standards (most current version at time of Bid) 15) City of Palo Alto Traffic Control Requirements 16) City of Palo Alto Truck Route Map and Regulations 17) Notice Inviting Pre-Qualification Statements, Pre-Qualification Statement, and Pre- Qualification Checklist (if applicable) 18) Performance and Payment Bonds 19) Contractor Guidelines/Rules for Pole Yard Usage Agreement 3.2 Order of Precedence. For the purposes of construing, interpreting and resolving inconsistencies between and among the provisions of this Contract, the Contract Documents shall have the order of precedence as set forth in the preceding section. If a claimed inconsistency cannot be resolved through the order of precedence, the City Invitation for Bid (IFB) Package 8 Rev. March 17, 2017 CONSTRUCTION CONTRACT shall have the sole power to decide which document or provision shall govern as may be in the best interests of the City. SECTION 4 CONTRACTOR’S DUTY. 4.1 Contractor’s Duties Contractor agrees to perform all of the Work required for the Project, as specified in the Contract Documents, all of which are fully incorporated herein. Contractor shall provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including, but not limited to, provision of all necessary labor, materials, equipment, transportation, and utilities, unless otherwise specified in the Contract Documents. Contractor also agrees to use its best efforts to complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents. SECTION 5 PROJECT TEAM. 5.1 Contractor’s Co-operation. In addition to Contractor, City has retained, or may retain, consultants and contractors to provide professional and technical consultation for the design and construction of the Project. The Contract requires that Contractor operate efficiently, effectively and cooperatively with City as well as all other members of the Project Team and other contractors retained by City to construct other portions of the Project. SECTION 6 TIME OF COMPLETION. 6.1 Time Is of Essence. Time is of the essence with respect to all time limits set forth in the Contract Documents. 6.2 Commencement of Work. Contractor shall commence the Work on the date specified in City’s Notice to Proceed. 6.3 Contract Time. Work hereunder shall begin on the date specified on the City’s Notice to Proceed and shall be completed not later than . within thirty-six (36) calendar months after the commencement date specified in City’s Notice to Proceed. By executing this Construction Contract, Contractor expressly waives any claim for delayed early completion. 6.4 Liquidated Damages. Pursuant to Government Code Section 53069.85, if Contractor fails to achieve Substantial Completion of the entire Work within the Contract Time, including any approved extensions thereto, City may assess liquidated damages on a daily basis for each day of Unexcused Delay in achieving Substantial Completion, based on the amount of Five Hundred dollars ($500) per day, or as otherwise specified in the Special Provisions. Liquidated damages may also be separately assessed for failure to meet milestones specified elsewhere in the Contract Documents, regardless of impact on the time for achieving Substantial Invitation for Bid (IFB) Package 9 Rev. March 17, 2017 CONSTRUCTION CONTRACT Completion. The assessment of liquidated damages is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer by delay in completion of the Work. The City is entitled to setoff the amount of liquidated damages assessed against any payments otherwise due to Contractor, including, but not limited to, setoff against release of retention. If the total amount of liquidated damages assessed exceeds the amount of unreleased retention, City is entitled to recover the balance from Contractor or its sureties. Occupancy or use of the Project in whole or in part prior to Substantial Completion, shall not operate as a waiver of City’s right to assess liquidated damages. 6.4.1 Other Remedies. City is entitled to any and all available legal and equitable remedies City may have where City’s Losses are caused by any reason other than Contractor’s failure to achieve Substantial Completion of the entire Work within the Contract Time. 6.5 Adjustments to Contract Time. The Contract Time may only be adjusted for time extensions approved by City and memorialized in a Change Order approved in accordance with the requirements of the Contract Documents. SECTION 7 COMPENSATION TO CONTRACTOR. 7.1 Contract Sum. Contractor shall be compensated for satisfactory completion of the Work in compliance with the Contract Documents Not To Exceed amount of One Million Five Hundred Dollars ($1,500,000) per year and for a Not To Exceed Amount of Four Million Five Hundred Dollars ($4,500,000) for all three years. 7.2 Full Compensation. The Contract Sum shall be full compensation to Contractor for all Work provided by Contractor and, except as otherwise expressly permitted by the terms of the Contract Documents, shall cover all Losses arising out of the nature of the Work or from the acts of the elements or any unforeseen difficulties or obstructions which may arise or be encountered in performance of the Work until its Acceptance by City, all risks connected with the Work, and any and all expenses incurred due to suspension or discontinuance of the Work, except as expressly provided herein. The Contract Sum may only be adjusted for Change Orders approved in accordance with the requirements of the Contract Documents. SECTION 8 STANDARD OF CARE. 8.1 Standard of Care. Contractor agrees that the Work shall be performed by qualified, experienced and well-supervised personnel. All services performed in connection with this Construction Contract shall be performed in a manner consistent with the standard of care under California law applicable to those who specialize in providing such services for projects of the type, scope and complexity of the Project. Invitation for Bid (IFB) Package 10 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 9 INDEMNIFICATION. 9.1 Hold Harmless. To the fullest extent allowed by law, Contractor will defend, indemnify, and hold harmless City, its City Council, boards and commissions, officers, agents, employees, representatives and volunteers (hereinafter individually referred to as an “Indemnitee” and collectively referred to as "Indemnitees"), through legal counsel acceptable to City, from and against any and liability, loss, damage, claims, expenses (including, without limitation, attorney fees, expert witness fees, paralegal fees, and fees and costs of litigation or arbitration) (collectively, “Liability”) of every nature arising out of or in connection with the acts or omissions of Contractor, its employees, Subcontractors, representatives, or agents, in performing the Work or its failure to comply with any of its obligations under the Contract, except such Liability caused by the active negligence, sole negligence, or willful misconduct of an Indemnitee. Contractor shall pay City for any costs City incurs to enforce this provision. Except as provided in Section 9.2 below, nothing in the Contract Documents shall be construed to give rise to any implied right of indemnity in favor of Contractor against City or any other Indemnitee. Pursuant to Public Contract Code Section 9201, City shall timely notify Contractor upon receipt of any third-party claim relating to the Contract. 9.2 Survival. The provisions of Section 9 shall survive the termination of this Construction Contract. SECTION 10 NON-DISCRIMINATION. 10.1 Municipal Code Requirement. As set forth in Palo Alto Municipal Code section 2.30.510, Contractor certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. Contractor acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and will comply with all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 11 INSURANCE AND BONDS. 11.1 Evidence of coverage. Within ten (10) business days following issuance of the Notice of Award, Contractor shall provide City with evidence that it has obtained insurance and shall submit Performance and Payment Bonds satisfying all requirements in Article 11 of the General Conditions. Invitation for Bid (IFB) Package 11 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 12 PROHIBITION AGAINST TRANSFERS. 12.1 Assignment. City is entering into this Construction Contract in reliance upon the stated experience and qualifications of the Contractor and its Subcontractors set forth in Contractor’s Bid. Accordingly, Contractor shall not assign, hypothecate or transfer this Construction Contract or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any assignment, hypothecation or transfer without said consent shall be null and void, and shall be deemed a substantial breach of contract and grounds for default in addition to any other legal or equitable remedy available to the City. 12.2 Assignment by Law. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor or of any general partner or joint venturer or syndicate member of Contractor, if the Contractor is a partnership or joint venture or syndicate or co-tenancy shall result in changing the control of Contractor, shall be construed as an assignment of this Construction Contract. Control means more than fifty percent (50%) of the voting power of the corporation or other entity. SECTION 13 NOTICES. 13.1 Method of Notice. All notices, demands, requests or approvals to be given under this Construction Contract shall be given in writing and shall be deemed served on the earlier of the following: (i) On the date delivered if delivered personally; (ii) On the third business day after the deposit thereof in the United States mail, postage prepaid, and addressed as hereinafter provided; (iii) On the date sent if sent by facsimile transmission; (iv) On the date sent if delivered by electronic mail; or (v) On the date it is accepted or rejected if sent by certified mail. 13.2 Notice to Recipients. All notices, demands or requests (including, without limitation, Change Order Requests and Claims) from Contractor to City shall include the Project name and the number of this Construction Contract and shall be addressed to City at: To City: City of Palo Alto City Clerk 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 Copy to: City of Palo Alto Public Works Administration 250 Hamilton Avenue Palo Alto, CA 94301 Attn: AND [Include Construction Manager, If Applicable.] Invitation for Bid (IFB) Package 12 Rev. March 17, 2017 CONSTRUCTION CONTRACT City of Palo Alto Utilities Engineering 250 Hamilton Avenue Palo Alto, CA 94301 Attn: Letty Rodriguez In addition, copies of all Claims by Contractor under this Construction Contract shall be provided to the following: Palo Alto City Attorney’s Office 250 Hamilton Avenue P.O. Box 10250 Palo Alto, California 94303 All Claims shall be sent by registered mail or certified mail with return receipt requested. All notices, demands, requests or approvals from City to Contractor shall be addressed to: Hot Line Construction, Inc. 9020 Brentwood Blvd. Ste. H Brentwood, CA 94513 Attn: Casey F. Rush 13.3 Change of Address. In advance of any change of address, Contractor shall notify City of the change of address in writing. Each party may, by written notice only, add, delete or replace any individuals to whom and addresses to which notice shall be provided. SECTION 14 DEFAULT. 14.1 Notice of Default. In the event that City determines, in its sole discretion, that Contractor has failed or refused to perform any of the obligations set forth in the Contract Documents, or is in breach of any provision of the Contract Documents, City may give written notice of default to Contractor in the manner specified for the giving of notices in the Construction Contract, with a copy to Contractor’s performance bond surety. 14.2 Opportunity to Cure Default. Except for emergencies, Contractor shall cure any default in performance of its obligations under the Contract Documents within two (2) Days (or such shorter time as City may reasonably require) after receipt of written notice. However, if the breach cannot be reasonably cured within such time, Contractor will commence to cure the breach within two (2) Days (or such shorter time as City may reasonably require) and will diligently and continuously prosecute such cure to completion within a reasonable time, which shall in no event be later than ten (10) Days after receipt of such written notice. Invitation for Bid (IFB) Package 13 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 15 CITY'S RIGHTS AND REMEDIES. 15.1 Remedies Upon Default. If Contractor fails to cure any default of this Construction Contract within the time period set forth above in Section 14, then City may pursue any remedies available under law or equity, including, without limitation, the following: 15.1.1 Delete Certain Services. City may, without terminating the Construction Contract, delete certain portions of the Work, reserving to itself all rights to Losses related thereto. 15.1.2 Perform and Withhold. City may, without terminating the Construction Contract, engage others to perform the Work or portion of the Work that has not been adequately performed by Contractor and withhold the cost thereof to City from future payments to Contractor, reserving to itself all rights to Losses related thereto. 15.1.3 Suspend The Construction Contract. City may, without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, suspend all or any portion of this Construction Contract for as long a period of time as City determines, in its sole discretion, appropriate, in which event City shall have no obligation to adjust the Contract Sum or Contract Time, and shall have no liability to Contractor for damages if City directs Contractor to resume Work. 15.1.4 Terminate the Construction Contract for Default. City shall have the right to terminate this Construction Contract, in whole or in part, upon the failure of Contractor to promptly cure any default as required by Section 14. City’s election to terminate the Construction Contract for default shall be communicated by giving Contractor a written notice of termination in the manner specified for the giving of notices in the Construction Contract. Any notice of termination given to Contractor by City shall be effective immediately, unless otherwise provided therein. 15.1.5 Invoke the Performance Bond. City may, with or without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, exercise its rights under the Performance Bond. 15.1.6 Additional Provisions. All of City’s rights and remedies under this Construction Contract are cumulative, and shall be in addition to those rights and remedies available in law or in equity. Designation in the Contract Documents of certain breaches as material shall not waive the City’s authority to designate other breaches as material nor limit City’s right to terminate the Construction Contract, or prevent the City from terminating the Agreement for breaches that are not material. City’s determination of whether there has been noncompliance with the Construction Contract so as to warrant exercise by City of its rights and remedies for default under the Construction Contract, shall be binding on all parties. No termination or action taken by City after such termination shall prejudice any other rights or remedies of City provided by law or equity or by the Contract Documents upon such termination; and City may proceed against Contractor to recover all liquidated damages and Losses suffered by City. 15.2 Delays by Sureties. Time being of the essence in the performance of the Work, if Contractor’s surety fails to arrange for completion of the Work in accordance with the Performance Bond, within seven (7) calendar days from the date of the notice of termination, Contractor’s surety shall be deemed to have waived its right to complete the Work under the Contract, and City may immediately make arrangements for the completion of the Work through use of its own forces, by hiring a replacement contractor, or by any other means that City determines advisable under the circumstances. Contractor and its surety shall be jointly and severally Invitation for Bid (IFB) Package 14 Rev. March 17, 2017 CONSTRUCTION CONTRACT liable for any additional cost incurred by City to complete the Work following termination. In addition, City shall have the right to use any materials, supplies, and equipment belonging to Contractor and located at the Worksite for the purposes of completing the remaining Work. 15.3 Damages to City. 15.3.1 For Contractor's Default. City will be entitled to recovery of all Losses under law or equity in the event of Contractor’s default under the Contract Documents. 15.3.2 Compensation for Losses. In the event that City's Losses arise from Contractor’s default under the Contract Documents, City shall be entitled to deduct the cost of such Losses from monies otherwise payable to Contractor. If the Losses incurred by City exceed the amount payable, Contractor shall be liable to City for the difference and shall promptly remit same to City. 15.4 Suspension by City 15.4.1 Suspension for Convenience. City may, at any time and from time to time, without cause, order Contractor, in writing, to suspend, delay, or interrupt the Work in whole or in part for such period of time, up to an aggregate of fifty percent (50%) of the Contract Time. The order shall be specifically identified as a Suspension Order by City. Upon receipt of a Suspension Order, Contractor shall, at City’s expense, comply with the order and take all reasonable steps to minimize costs allocable to the Work covered by the Suspension Order. During the Suspension or extension of the Suspension, if any, City shall either cancel the Suspension Order or, by Change Order, delete the Work covered by the Suspension Order. If a Suspension Order is canceled or expires, Contractor shall resume and continue with the Work. A Change Order will be issued to cover any adjustments of the Contract Sum or the Contract Time necessarily caused by such suspension. A Suspension Order shall not be the exclusive method for City to stop the Work. 15.4.2 Suspension for Cause. In addition to all other remedies available to City, if Contractor fails to perform or correct work in accordance with the Contract Documents, City may immediately order the Work, or any portion thereof, suspended until the cause for the suspension has been eliminated to City’s satisfaction. Contractor shall not be entitled to an increase in Contract Time or Contract Price for a suspension occasioned by Contractor’s failure to comply with the Contract Documents. City’s right to suspend the Work shall not give rise to a duty to suspend the Work, and City’s failure to suspend the Work shall not constitute a defense to Contractor’s failure to comply with the requirements of the Contract Documents. 15.5 Termination Without Cause. City may, at its sole discretion and without cause, terminate this Construction Contract in part or in whole upon written notice to Contractor. Upon receipt of such notice, Contractor shall, at City’s expense, comply with the notice and take all reasonable steps to minimize costs to close out and demobilize. The compensation allowed under this Paragraph 15.5 shall be the Contractor’s sole and exclusive compensation for such termination and Contractor waives any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect or incidental damages of any kind resulting from termination without cause. Termination pursuant to this provision does not relieve Contractor or its sureties from any of their obligations for Losses arising from or related to the Work performed by Contractor. Invitation for Bid (IFB) Package 15 Rev. March 17, 2017 CONSTRUCTION CONTRACT 15.5.1 Compensation. Following such termination and within forty-five (45) Days after receipt of a billing from Contractor seeking payment of sums authorized by this Paragraph 15.5.1, City shall pay the following to Contractor as Contractor’s sole compensation for performance of the Work : .1 For Work Performed. The amount of the Contract Sum allocable to the portion of the Work properly performed by Contractor as of the date of termination, less sums previously paid to Contractor. .2 For Close-out Costs. Reasonable costs of Contractor and its Subcontractors: (i) Demobilizing and (ii) Administering the close-out of its participation in the Project (including, without limitation, all billing and accounting functions, not including attorney or expert fees) for a period of no longer than thirty (30) Days after receipt of the notice of termination. .3 For Fabricated Items. Previously unpaid cost of any items delivered to the Project Site which were fabricated for subsequent incorporation in the Work. .4 Profit Allowance. An allowance for profit calculated as four percent (4%) of the sum of the above items, provided Contractor can prove a likelihood that it would have made a profit if the Construction Contract had not been terminated. 15.5.2 Subcontractors. Contractor shall include provisions in all of its subcontracts, purchase orders and other contracts permitting termination for convenience by Contractor on terms that are consistent with this Construction Contract and that afford no greater rights of recovery against Contractor than are afforded to Contractor against City under this Section. 15.6 Contractor’s Duties Upon Termination. Upon receipt of a notice of termination for default or for convenience, Contractor shall, unless the notice directs otherwise, do the following: (i) Immediately discontinue the Work to the extent specified in the notice; (ii) Place no further orders or subcontracts for materials, equipment, services or facilities, except as may be necessary for completion of such portion of the Work that is not discontinued; (iii) Provide to City a description in writing, no later than fifteen (15) days after receipt of the notice of termination, of all subcontracts, purchase orders and contracts that are outstanding, including, without limitation, the terms of the original price, any changes, payments, balance owing, the status of the portion of the Work covered and a copy of the subcontract, purchase order or contract and any written changes, amendments or modifications thereto, together with such other information as City may determine necessary in order to decide whether to accept assignment of or request Contractor to terminate the subcontract, purchase order or contract; (iv) Promptly assign to City those subcontracts, purchase orders or contracts, or portions thereof, that City elects to accept by assignment and cancel, on the most favorable terms reasonably possible, all subcontracts, purchase orders or contracts, or portions thereof, that City does not elect to accept by assignment; and (v) Thereafter do only such Work as may be necessary to preserve and protect Work already in progress and to protect materials, plants, and equipment on the Project Site or in transit thereto. Upon termination, whether for cause or for convenience, the provisions of the Contract Documents remain in effect as to any Claim, indemnity obligation, warranties, guarantees, Invitation for Bid (IFB) Package 16 Rev. March 17, 2017 CONSTRUCTION CONTRACT submittals of as-built drawings, instructions, or manuals, or other such rights and obligations arising prior to the termination date. SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES. 16.1 Contractor’s Remedies. Contractor may terminate this Construction Contract only upon the occurrence of one of the following: 16.1.1 For Work Stoppage. The Work is stopped for sixty (60) consecutive Days, through no act or fault of Contractor, any Subcontractor, or any employee or agent of Contractor or any Subcontractor, due to issuance of an order of a court or other public authority other than City having jurisdiction or due to an act of government, such as a declaration of a national emergency making material unavailable. This provision shall not apply to any work stoppage resulting from the City’s issuance of a suspension notice issued either for cause or for convenience. 16.1.2 For City's Non-Payment. If City does not make pay Contractor undisputed sums within ninety (90) Days after receipt of notice from Contractor, Contractor may terminate the Construction Contract (30) days following a second notice to City of Contractor’s intention to terminate the Construction Contract. 16.2 Damages to Contractor. In the event of termination for cause by Contractor, City shall pay Contractor the sums provided for in Paragraph 15.5.1 above. Contractor agrees to accept such sums as its sole and exclusive compensation and agrees to waive any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect and incidental damages, of any kind. SECTION 17 ACCOUNTING RECORDS. 17.1 Financial Management and City Access. Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Construction Contract in accordance with generally accepted accounting principles and practices. City and City's accountants during normal business hours, may inspect, audit and copy Contractor's records, books, estimates, take-offs, cost reports, ledgers, schedules, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this Project. Contractor shall retain these documents for a period of three (3) years after the later of (i) Final Payment or (ii) final resolution of all Contract Disputes and other disputes, or (iii) for such longer period as may be required by law. Invitation for Bid (IFB) Package 17 Rev. March 17, 2017 CONSTRUCTION CONTRACT 17.2 Compliance with City Requests. Contractor's compliance with any request by City pursuant to this Section 17 shall be a condition precedent to filing or maintenance of any legal action or proceeding by Contractor against City and to Contractor's right to receive further payments under the Contract Documents. City many enforce Contractor’s obligation to provide access to City of its business and other records referred to in Section 17.1 for inspection or copying by issuance of a writ or a provisional or permanent mandatory injunction by a court of competent jurisdiction based on affidavits submitted to such court, without the necessity of oral testimony. SECTION 18 INDEPENDENT PARTIES. 18.1 Status of parties. Each party is acting in its independent capacity and not as agents, employees, partners, or joint ventures’ of the other party. City, its officers or employees shall have no control over the conduct of Contractor or its respective agents, employees, subconsultants, or subcontractors, except as herein set forth. SECTION 19 NUISANCE. 19.1 Nuisance Prohibited. Contractor shall not maintain, commit, nor permit the maintenance or commission of any nuisance in connection in the performance of services under this Construction Contract. SECTION 20 PERMITS AND LICENSES. 20.1 Payment of Fees. Except as otherwise provided in the Special Provisions and Technical Specifications, The Contractor shall provide, procure and pay for all licenses, permits, and fees, required by the City or other government jurisdictions or agencies necessary to carry out and complete the Work. Payment of all costs and expenses for such licenses, permits, and fees shall be included in one or more Bid items. No other compensation shall be paid to the Contractor for these items or for delays caused by non-City inspectors or conditions set forth in the licenses or permits issued by other agencies. SECTION 21 WAIVER. 21.1 Waiver. A waiver by either party of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. Invitation for Bid (IFB) Package 18 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS. 22.1 Governing Law. This Construction Contract shall be construed in accordance with and governed by the laws of the State of California, and venue shall be in a court of competent jurisdiction in the County of Santa Clara, and no other place. 22.2 Compliance with Laws. Contractor shall comply with all applicable federal and California laws and city laws, including, without limitation, ordinances and resolutions, in the performance of work under this Construction Contract. 22.2.1 Palo Alto Minimum Wage Ordinance. Contractor shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, Contractor shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, Contractor shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 23 COMPLETE AGREEMENT. 23.1 Integration. This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This Agreement may be amended only by a written instrument, which is signed by the parties. SECTION 24 SURVIVAL OF CONTRACT. 24.1 Survival of Provisions. The provisions of the Construction Contract which by their nature survive termination of the Construction Contract or Final Completion, including, without limitation, all warranties, indemnities, payment obligations, and City’s right to audit Contractor’s books and records, shall remain in full force and effect after Final Completion or any termination of the Construction Contract. SECTION 25 PREVAILING WAGES. This Project is not subject to prevailing wages. Contractor is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the public works contract does not include a project of $25,000 or less, when the project is for construction work, or the contract does not include a project of $15,000 or less, when the project is for alteration, demolition, repair, or maintenance (collectively, ‘improvement’) work. Or Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work Invitation for Bid (IFB) Package 19 Rev. March 17, 2017 CONSTRUCTION CONTRACT in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. SECTION 26 NON-APPROPRIATION. 26.1 Appropriations. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that the City does not appropriate funds for the following fiscal year for this event, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Construction Contract are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 27 AUTHORITY. 27.1 Representation of Parties. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. SECTION 28 COUNTERPARTS 28.1 Multiple Counterparts. This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. SECTION 29 SEVERABILITY. 29.1 Severability. In case a provision of this Construction Contract is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected. SECTION 30 STATUTORY AND REGULATORY REFERENCES. 30.1 Amendments to Laws. With respect to any amendments to any statutes or regulations referenced in these Contract Documents, the reference is deemed to be the version in effect on the date that the Contract was awarded by City, unless otherwise required by law. SECTION 31 WORKERS’ COMPENSATION CERTIFICATION. 31.1 Workers Compensation. Pursuant to Labor Code Section 1861, by signing this Contract, Contractor certifies as follows: Invitation for Bid (IFB) Package 20 Rev. March 17, 2017 CONSTRUCTION CONTRACT “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract.” SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS. 32.1 General Notice to Contractor. City requires Contractor and its listed subcontractors to comply with the requirements of SB 854. 32.2 Labor Code section 1771.1(a) City provides notice to Contractor of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contactor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.” 32.3 DIR Registration Required. City will not accept a bid proposal from or enter into this Construction Contract with Contractor without proof that Contractor and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. 32.4 Posting of Job Site Notices. City gives notice to Contractor and its listed subcontractors that Contractor is required to post all job site notices prescribed by law or regulation and Contractor is subject to SB 854-compliance monitoring and enforcement by DIR. 32.5 Payroll Records. City requires Contractor and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: (i) Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, Contractor and its listed subcontractors, in connection with the Project. (ii) The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of Contractor and its listed subcontractors, respectively. Invitation for Bid (IFB) Package 21 Rev. March 17, 2017 CONSTRUCTION CONTRACT (iii) At the request of City, acting by its project manager, Contractor and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of City’s request. City requests Contractor and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. (iv) If the certified payroll records are not produced to the project manager within the 10-day period, then Contractor and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and City shall withhold the sum total of penalties from the progress payment(s) then due and payable to Contractor. This provision supplements the provisions of Section 15 hereof. (v) Inform the project manager of the location of contractor’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. IN WITNESS WHEREOF, the parties have caused this Construction Contract to be executed the date and year first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: ____________________________ City Attorney APPROVED: ____________________________ Public Works Director HOT LINE CONSTRUCTION, INC. Officer 1 By:___________________________ Name:________________________ Title:__________________________ Date: _________________________ Officer 2 By:____________________________ Name:_________________________ Title:___________________________ Date:____________________________ Last Revised January 17, 2019 Page 1 of 2 Contractor Guidelines/Rules for Pole Yard Usage 3150 West Bayshore Road, Palo Alto, CA Contractor’s permission to use the City Pole Yard is at the discretion of the CPAU Electric Operations division and is revocable for any cause or no cause at any time during the term of Contract No. C19172366A . Contractor shall vacate the premises within five business days or as mutually agreed upon at the end of the contract. If permission is revoked the Contractor will need to vacate immediately. Contractor is approved to use the City Pole Yard subject to the following guidelines and rules. All allowable uses will be as pre-approved or directed by the City’s representative, and such permissions may be changed at the discretion of the City at any time. Contractor may use the City’s Pole Yard as approved for project-related vehicles, equipment, and material storage. The number of vehicles and equipment location within the yard will be as pre-approved or directed by City’s representative, and may be changed at any time CPAU will provide a map of the approved location/area for Contractor’s use. The following are unapproved uses that will result in City revoking Contractor’s usage of the Pole Yard: Parking of Contractor personnel vehicles within the fenced area Storage of vehicles, equipment, or material for projects not covered by the contract Storage of any hazardous material Repair or maintenance of any vehicle or equipment Overnight parking for the purpose of sleeping or camping Building of structures or settling ponds Damaging, relocating, changing any existing utilities, fences or features of the laydown yard Storing spoils from excavations Storing transformer(s) (exception would be when loaded on a vehicle or trailer) Parking of vehicles in front of any other vehicle, equipment, or material since this is a shared yard Failing to protect storm drain facilities or otherwise not adhering to storm water pollution prevention which requires keeping work areas clean and limit pollutants from getting into the storm drain collection system. Last Revised January 17, 2019 Page 2 of 2 Leaning items on private fences Storage of construction trailers Storage of Porta-Potty/ies or equivalent portable restroom facilities Generating noise above acceptable limits. Contractor must control noise especially early in the morning (refer to construction hours & noise ordinance), which includes but is not limited to talking, laughing, yelling, equipment start up and shut down, and slamming gates. Contractor understands that CPAU Electric does not provide any of the following for Contractor’s use at the Pole Yard: Electric power Communication lines Potable water Sanitation facilities Improved pavement Secured parking or storage Contractor agrees to use the Pole Yard at its own risk, and understands that the City will not be liable for theft or damage to any Contractor vehicle or its contents or materials. Contractor shall restore the City’s Pole Yard to original conditions once the contract ends, or when Contractor’s access is revoked. CPAU will take photos and/or video of existing conditions prior to providing access. If Contractor fails to restore Pole Yard conditions to the satisfaction of CPAU and CPAU incurs any cost to perform the restoration to original conditions, Contractor will be responsible for those costs. Hot Line Construction Inc. Representative: (Print Name and Title) Signature: Date: City of Palo Alto (ID # 10527) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/7/2019 City of Palo Alto Page 1 Summary Title: Contract for Purchase of Two Ambulances Title: Approval of the Purchase Order With National Auto Fleet Group in an Amount Not to Exceed $576,745 for the Purchase of two 2019 Chevrolet G4500 Type III Ambulances, Utilizing a Cooperative Purchase Agreement, Funded Under Capital Improvement Program Project VR-19000 From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute a purchase order with National Auto Fleet Group in the amount of $576,745 for the purchase of two 2019 Chevrolet G4500 Type III Ambulances, utilizing a cooperative purchase agreement via Sourcewell, a cooperative purchasing agency serving government and not-for- profit organizations. Background The Vehicle and Equipment Use, Maintenance, and Replacement policy section 4-1 provides for the on-going replacement of City fleet vehicles and equipment. Replacements are scheduled using guidelines based on age, mileage accumulation, and obsolescence. Policy 4-1 prescribes a replacement interval for ambulances of five years or 85,000 miles. The City’s ambulance fleet currently includes six ambulances. Previously, the ambulance fleet was operated with five full-time ambulances and one dedicated reserve ambulance. The Fire Department’s implementation of the new operational deployment in 2018 still utilizes five full- time ambulances, but implements the sixth ambulance as a stand-by ambulance to be placed into service on full staffing days. The Fire Department no longer has a dedicated reserve ambulance to support the fleet of ambulances, and it is therefore even more important to limit downtime. Discussion The two ambulances due for replacement were purchased in 2011, and each now have over 60,000 miles They have served the community well, but have now reached the end their usable life cycle. As mileage increases on these two units, repair frequency has increased, as well as City of Palo Alto Page 2 unit down time. The reliability of first line ambulances is paramount due to the emergency nature associated with their daily usage within the community. If these two units are not replaced, the emergency response model may suffer as a result of extended downtime for repairs, especially considering the fire department no longer has a dedicated reserve to support the fleet during those times. Staff expect that it will take 12 to 16 months to procure and fully outfit the ambulances before they can be placed into service. The goal of the Palo Alto Fire Department is to capture 100% of the ambulance responses in Palo Alto. Replacing the first two of the six ambulances helps keep more apparatus in service and as reliable as possible to meet this goal. Procurement Process Section 2.30.360 (j) of the Palo Alto Municipal Code allows the use of cooperative purchasing agreements in lieu of conducting a competitive solicitation. Bids (quotes) for this purchase were obtained through Sourcewell (formerly known as the National Joint Powers Alliance), which is a cooperative purchasing agency serving governmental, higher education, K-12 education, not- for-profit, tribal government, and other public agencies. Sourcewell conducted a Request for Proposals under which the National Auto Fleet Group was an awarded vendor. To participate under the cooperative agreement, the City sent a Request for Quotation to Sourcewell on April 18, 2019, and a quote was received from National Auto Fleet Group on July 1, 2019, (Attachment A). Staff recommends that Council approve a purchase order with National Auto Fleet Group for two 2019 Chevy G4500 Type III ambulances via the cooperative purchase agreement with Sourcewell. Resource Impact Funding to replace these ambulances has been collected over the life of the vehicles through the annual Vehicle Replacement allocated charge to the Fire Department. The replacement of these two ambulances was approved as part of the adoption of the Fiscal Year 2019 Capital Budget in the Scheduled Vehicle and Equipment Replacement–Fiscal Year 2019 Capital Improvement Program project (VR-19000). Policy Implications Authorization of the contract does not represent any change to existing policies. Environmental Review This purchase is exempt from the provisions of the California Environmental Quality Act (CEQA) under Sections 10560 and 10561. Attachments: Attachment A - Quote Attachment B - PO-4520000113 National Auto Fleet For PA City Council Approval Palo Alto Fire Narc Muzzi Address 250 Hamilton Ave Palo Alto,CA 650-329-2319 Quote Date:6/17/19 rational ,Auto,at GroUD , ,......1ot!I Df'~or ~ National Auto Fleet Group is pleasedto submit the following quotation for your consideration: Line Item Option # Notes: $234,234,00 AMOUNT This vehide(s)is available under the Sourcewell (Formerly Known as NJPA)Contract 120716-NAF. Terms: Quoted by:ClarkeCooper,Fleet Manager (626)457-5590 14 S.Marguerita Ave.,Alhambra,CA.91801 6/17/2019 Sell,service,and deliver letter Vehicle Configuration Options EMISSIONS Code Description YF5 EMISSIONS,CALIFORNIA STATE REQUIREMENTS ENGINE Code Description L96 ENGINE,VORTEC 6,OL VB,(341 hp [254.3 kW]@ 5400 rpm,373 Ib-ft of torque [503.6 N-m] @ 4200 rpm)(STO)(Includes external oil cooler. TRANSMISSION Code Description TRANSMISSION,6-SPEED AUTOMATIC,HEAVY-DUTY,electronically controlled with MYD overdrive and tow/haul mode.Includes Cruise Grade Braking,Powertrain Grade Braking,and Tap-Up/Tap-Down Driver Shift Control (STD) AXLE Code Description GT5 REAR AXLE,4.10 RATIO PREFERRED EQUIPMENT GROUP Code Description I 2WT 4500 VAN PREFERRED EQUIPMENT GROUP,Includes Standard Equipment PAINT Code Description GAZ SUMMIT WHITE PAINT SCHEME Code Description ZY1 PAINT,SOLID SEAT TRIM Code Description 93G MEDIUM PEWTER,CUSTOM CLOTH SEAT TRIM RADIO Code Description UOH AUDIO SYSTEM,AM/FM STEREO WITH MP3 PLAYER AND USB PORT,includes seek- and-scan,digital clock,TheftLock,random select,auxiliary jack and 2 front door speakers ADDITIONAL EQUIPMENT https:llnationalautofieetgroup.com/OrderRequestlSSDPrintl19045?ssdType=OrderRequest&ws=True&se=True&sMsg=A+National+Auto+Fleet+Grou...3/1 0 6/17/2019 Sell,service,and deliver letter Code Description A~BULANCE PACKAGE,Includes (KW5)220 amp alternator,(TP3)dual batteries (770 cca YF2 primary and 770 cca isolated),(G80)heavy-duty rear locking differential,(U05)dual-note horn,(ENC)HVAC system auxiliary rear heat provisions,(K34)cruise control,(ZR7)Chrome Appearance Package,(UF3)high idle switch,(V4D)stop/turn signal circuits and (9L7)equipment accessory wiring junction block. ZR7 CHROME APPEARANCE PACKAGE,(Includes (V46)front chrome bumper and (V22)chrome grille. ZQ2 POWER CONVENIENCE PACKAGE,includes (A31)power windows and (AU3)power doorlocks ZQ3 DRIVER CONVENIENCE PACKAGE,includes Tilt-Wheel and (K34)cruise control G80 DIFFERENTIAL,HEAVY-DUTY LOCKING REAR BATTERY,770 COLD-CRANKING AMPS PRIMARY,ISOLATED 2ND HEAVY-DUTY 770TP3COLD-CRANKING AMPS,allows 2nd battery to be used when the vehicle is not running without affecting ability to start the vehicle KW5 ALTERNATOR,220 AMPS 9L7 WIRING JUNCTION BLOCK,EQUIPMENT ACCESSORY,includes 2-30 amp circuits V4D CIRCUITS,STOPITURN SIGNAL,body control module calibration that allows the stop and turn signals to be operated separately 40P WHEEL FINISH,PAINTED WHITE.,White-painted wheels in lieu of standard Gray-painted wheels. ZHF TIRE,SPARE LT225/75R16E ALL-SEASON,BLACKWALL V46 BUMPER,FRONT CHROME WITH STEP-PAD V22 GRILLE,CHROME MIRRORS,OUTSIDE WIDE-STANCE SAIL PANEL MOUNTED (VELVAC).,Provides Velvac convex combination RH and LH outside rear view mirrors that are sail panel mounted with DHC arms that provide a wide stance.Mirrors can be utilized with bodies that are up to 96 inch width.Mirrors provide a 63.3 sq.inch flat glass positioned over a 30.1 sq.inch convex glass within a common head.Mirrors are shipped loose in vehicle USR AUDIO SYSTEM FEATURE,USB PORT SEATS FRONT BUCKET WITH CUSTOM CLOTH TRIM,HEAD RESTRAINTS AND AS5 INBOARD ARMRESTS,Includes only driver high-back bucket seat with Custom Cloth trim when ordered with (ZX1)driver-only high-back bucket seating arrangement.Includes (BA3) engine cover console with swing-out bin.) BA3 CONSOLE,ENGINE COVER,with swing-out storage bin K34 CRUISE CONTROL AU3 DOOR LOCKS,POWER,with lock-out protection A31 WINDOWS,POWER ATG REMOTE KEYLESS ENTRY,with 2 transmitters and remote panic button UF3 HIGH IDLE SWITCH ENC HVAC SYSTEM,AUXILIARY REAR HEATER PROVISIONS U05 HORN DUAL-NOTE HIGH AND LOW TIRE ~ALVE STEMS,BRASS IN LIEU OF STANDARD,Also included on spare when 8R3 furnished t I 3SFORINSIDEDUALREARWHEELS.Brass me a - 8R2 TIRE VALVE STEMS,LONG,.BRAS h'I f dual rear wheel axles for easy air inflation.3J8"long valve stems on the Inner w ee s 0 =e uest&ws-True&se=True&sMsg-A+National+Auto+Fleet+Grou...4/1 o https:llnationalautofleetgroup.com/OrderReQuestlSSDPnntl1904S?ssdType OrderR Q ---------- 6/17/2019 Sell,service,and deliver letter Q8C TIRE VALVE STEM CAPS,AIR THRU,Air through valve caps on the tire air valves 8N2 SEAT BELTS,ORANGE,Provides high visibility front Orange seat belts in lieu of Dark Pewter BODY CODE Code Description ZW9 BODY,STANDARD,(STD) GVWR Code Description C71 GVWR 14,200 LBS.(6441 KG),(STD) SEATING ARRANGEMENT Code Description ZX2 SEATING ARRANGEMENT,DRIVER AND FRONT PASSENGER HIGH-BACK BUCKET, includes head restraints and vinyl or cloth trim (STD) AIR CONDITIONING Code Description C60 AIR CONDITIONING,SINGLE-ZONE MANUAL,(STD) REQUIRED OPTION Code Description 031 MIRROR,INSIDE REARVIEW MANUAL DAY/NIGHT,(STD) https:llnationalautofleetgroup.com/OrderRequesUSSDPrinU19045?ssdType=OrderRequest&ws=True&se=True&sMsg=A+National+Auto+Fleet+Grou...5/10 6/17/2019 Sell,service,and deliver letter MSRP $33,500.00 2019 Fleet/Non-Retail Chevrolet Express Commercial Cutaway 4500 Van 159" WINDOW STICKER 2019 Chevrolet Express Commercial Cutaway 4500 Van 159" CODE MODEL CG33803 2019 Chevrolet Express Commercial Cutaway 4500 Van 159" YF5 L96 MYD GT5 2WT GAZ ZY1 93G UOH YF2 ZR7 ZQ2 ZQ3 G80 TP3 KW5 9L7 V4D 40P ZHF V46 V22 DHC OPTIONS EMISSIONS,CALIFORNIA STATE REQUIREMENTS ENGINE,VORTEC 6.0L V8,(341 hp [254.3 kWj @ 5400 rpm,373 Ib-ft of torque [503.6 N-mj @ 4200 rpm)(STD)(Includes external oil cooler. TRANSMISSION,6-SPEED AUTOMATIC,HEAVY-DUTY,electronically controlled with overdrive and tow/haul mode.Includes Cruise Grade Braking,Powertrain Grade Braking,and Tap-Up/Tap-Down Driver Shift Control (STD) REAR AXLE,4.10 RATIO 4500 VAN PREFERRED EQUIPMENT GROUP,Includes Standard Equipment SUMMIT WHITE PAINT,SOLID MEDIUM PEWTER,CUSTOM CLOTH SEAT TRIM AUDIO SYSTEM,AM/FM STEREO WITH MP3 PLAYER AND USB PORT,includes seek-and-scan, digital clock,TheftLock,random select,auxiliary jack and 2 front door speakers AMBULANCE PACKAGE,Includes (KW5)220 amp alternator,(TP3)dual batteries (770 cca primary and 770 cca isolated),(G80)heavy-duty rear locking differential,(U05)dual-note horn,(ENC)HVAC system auxiliary rear heat provisions,(K34)cruise control,(ZR7)Chrome Appearance Package, (UF3)high idle switch,(V4D)stop/turn signal circuits and (9L7)equipment accessory wiring junction block. CHROME APPEARANCE PACKAGE,(Includes (V46)front chrome bumper and (V22)chrome grille. POWER CONVENIENCE PACKAGE,includes (A31)power windows and (AU3)power door locks DRIVER CONVENIENCE PACKAGE,includes Tilt-Wheel and (K34)cruise control DIFFERENTIAL,HEAVY-DUTY LOCKING REAR BATTERY,770 COLD-CRANKING AMPS PRIMARY,ISOLATED 2ND HEAVY-DUTY 770 COLD- CRANKING AMPS,allows 2nd battery to be used when the vehicle is not running without affecting ability to start the vehicle ALTERNATOR,220 AMPS WIRING JUNCTION BLOCK,EQUIPMENT ACCESSORY,includes 2-30 amp circuits CIRCUITS,STOP/TURN SIGNAL,body control module calibration that allows the stop and turn signals to be operated separately WHEEL FINISH,PAINTED WHITE.,White-painted wheels in lieu of standard Gray-painted wheels. TIRE,SPARE LT225/75R16E ALL-SEASON,BLACKWALL BUMPER,FRONT CHROME WITH STEP-PAD GRILLE,CHROME MIRRORS,OUTSIDE WIDE-STANCE SAIL PANEL MOUNTED (VELVAC).,Provides Velvac convex combination RH and LH outside rear view mirrors that are sail panel mounted with arms that provide $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $100.00 $1,510.00 INC $475.00 $148.00 INC INC INC INC INC $35.00 $255.00 INC INC $250.00 https:lInationalautofieetgroup.com/OrderRequestlSSDPrintl19045?ssdType=OrderRequest&ws=True&se=True&sMsg=A+National+Auto+Fleet+Grou...6/10 -------_.---_. 6/17/2019 USR AS5 BA3 K34 AU3 A31 ATG UF3 ENC U05 8R3 8R2 Q8C 8N2 ZW9 C71 ZX2 C60 031 Sell,service,and deliver letter a wide stance.Mirrors can be utilized with bodies that are up to 96 inch width.Mirrors provide a 63.3 sq.inch flat glass positioned over a 30.1 sq.inch convex glass within a common head.Mirrors are shipped loose in vehicle AUDIO SYSTEM FEATURE,USB PORT SEATS,FRONT BUCKET WITH CUSTOM CLOTH TRIM,HEAD RESTRAINTS AND INBOARD ARMRESTS,Includes only driver high-back bucket seat with Custom Cloth trim when ordered with (ZX1)driver-only high-back bucket seating arrangement.Includes (BA3)engine cover console with swing-out bin.) CONSOLE,ENGINE COVER,with swing-out storage bin CRUISE CONTROL DOOR LOCKS,POWER,with lock-out protection WINDOWS,POWER REMOTE KEYLESS ENTRY,with 2 transmitters and remote panic button HIGH IDLE SWITCH HVAC SYSTEM,AUXILIARY REAR HEATER PROVISIONS HORN,DUAL-NOTE HIGH AND LOW TIRE VALVE STEMS,BRASS IN LIEU OF STANDARD,Also included on spare when furnished TIRE VALVE STEMS,LONG,BRASS,FOR INSIDE DUAL REAR WHEELS,Brass metal 3-3/8"long valve stems on the inner wheels of dual rear wheel axles for easy air inflation. TIRE VALVE STEM CAPS,AIR THRU,Air through valve caps on the tire air valves SEAT BELTS,ORANGE,Provides high visibility front Orange seat belts in lieu of Dark Pewter BODY,STANDARD,(STD) GVWR 14,200 LBS.(6441 KG),(STD) SEATING ARRANGEMENT,DRIVER AND FRONT PASSENGER HIGH-BACK BUCKET,includes head restraints and vinyl or cloth trim (STD) AIR CONDITIONING,SINGLE-ZONE MANUAL,(STD) MIRROR,INSIDE REARVIEW MANUAL DAY/NIGHT,(STD) Please note selected options override standard equipment SUBTOTAL Advert!Adjustments Manufacturer Destination Charge TOTAL PRICE Est City:MPG Est Highway:MPG Est Highway Cruising Range:0.00 mi INC $70.00 INC INC INC INC $175.00 INC INC INC $20.00 $10.00 $14.00 $40.00 $0.00 $0.00 $0.00 $0.00 $0.00 $36,602.00 $0.00 $1,195.00 $37,797.00 Any performance-related calculations are offered solely as guidelines.Actual unit performance will depend on your operating conditions. https:llnationalautofleetgroup.com/OrderRequestlSSDPrintl19045?ssdType=OrderRequest&ws=True&se=True&sMsg=A+National+Auto+Fleet+Grou...7/10 6/17/2019 Sell,service,and deliver letter Standard Equipment MECHANICAL Engine,Vortec 6.0L V8 (341 hp [254.3 kW]@ 5400 rpm,373 Ib-ft of torque [503.6 N-m]@ 4200 rpm) (Includes external oil cooler.Requires (MYD)6-speed heavy-duty automatic transmission.Reference the Engine/Axle page for availability.) Transmission,6-speed automatic,heavy-duty electronically controlled with overdrive and tow/haul mode. Includes Cruise Grade Braking,Powertrain Grade Braking,and Tap-Up/Tap-Down Driver Shift Control (Reference the Engine/Axle page for availability.) Rear Axle,4.10 Ratio Body,standard GVWR 14,200 Ibs.(6441 kg) Tow/haul mode selector,instrument panel-mounted Transmission oil cooler,external Rear wheel drive Cooling,external engine oil cooler Battery,600 cold-cranking amps maintenance-free with rundown protection and retained accessory power Alternator,150 amps Frame,ladder-type Incomplete vehicle certification Suspension,front independent with coil springs and stabilizer bar Suspension,rear hypoid drive axle with multi-leaf springs Steering,power Brakes,4-wheel anti lock,4-wheel disc Fuel tank capacity,mid-frame and approximately 33 gallons (124.9L) Exhaust,aluminized stainless-steel muffler and tailpipe EXTERIOR Wheels,6 -16"x 6.5"(40.6 cm x 16.5 cm)8-lug painted steel,heavy duty (Only available with (R05)dual rear wheel configuration) Tires,front LT225/75R 16E all-season,blackwall (Requires (R05)dual rear wheel configuration.Jack and spare tire equipment bracket are not included.) Tires,rear LT225/75R16E all-season,blackwall (Requires (R05)dual rear wheel configuration.Jack and spare tire equipment bracket are not included.) Wheel configuration,rear,dual (Not available with (C4M)9900 lb.(4490 kg)GVWR or (JFF)10,100 lb. (4581 kg)GVWR.) Bumper,front painted Black with step-pad (Deleted when (ZR7)Chrome Appearance Package is ordered.) Grille,Black composite (Not available with (ZR7)Chrome Appearance Package.) Headlamps,dual halogen composite Flasher,heavy duty light emitting diode (LED) Glass,Solar-Ray light-tinted,all windows https:llnationalautofleetgroup.com/OrderRequestlSSDPrintl19045?ssdType=OrderRequest&ws=True&se=True&sMsg=A+National+Auto+Fleet+Grou...8/10 6/17/2019 Sell,service,and deliver letter Mirrors,outside delete (Not available with (5Q7)Upfitter option Blank Sail Panel Delete when ordered with (YF2)Ambulance Package.) Wipers,front intermittent wet-arm with pulse washers ENTERTAINMENT Audio system,AM/FM stereo with MP3 player seek-and-scan,digital clock,TheftLock,random select, auxiliary jack and 2 front door speakers (Not available with (U2K)SiriusXM Radio or (YF1)RV Package.) Chevrolet 4G LTE and available built-in Wi-Fi hotspot for up to 7 devices;includes data trial for 1 month or 3GB (whichever comes first)(Included and only available with (UE1)OnStar.Available Wi-Fi requires compatible mobile device,active OnStar service and data plan.Data plans provided by AT&T.Visit onstar.com for details and system limitations.) INTERIOR Mirror,inside rearview manual day/night (Not available with (UVC)rear vision camera.) Seating arrangement,driver and front passenger high-back bucket includes head restraints and vinyl or cloth trim (Not available with (AJ3)driver-side only frontal airbag.) Air conditioning,single-zone manual (Not available with (R6G)air conditioning delete.) Seats,front bucket with vinyl trim and head restraints includes inboard armrests (Requires (**W)trim.Not available with SE~(ZPO)delete driver and passenger seats.Includes only driver high-back bucket seat with vinyl trim when ordered with (ZX1)driver-only high-back bucket seating arrangement.) Cup holders,3 on the engine console cover Power outlets 2 auxiliary on engine console cover with covers,12-volt Power outlet,120-volt Floor covering,Black rubberized-vinyl front Instrumentation,analog with speedometer,odometer with trip odometer,fuel level,voltmeter,engine temperature and oil pressure Driver Information Center includes fuel range,average speed,oil life,fuel used,ice warning,engine hours,average fuel economy,tachometer and maintenance reminders Warning tones,headlamp on and key-in-ignition Oil life monitor Theft-deterrent system,vehicle,PASS-Key III Heater and defogger with front and side window defoggers Headliner,cloth,over driver and passenger Visors,driver and front passenger,cloth,padded Assist handles,driver and right-front passenger Lighting,interior with dome light and door handle-activated switches SAFETY Daytime Running Lamps StabiliTrak,traction assistance and vehicle stability enhancement system Brake/transmission shift interlock for automatic transmissions https:llnationalautofleetgroup.com/OrderRequestlSSDPrintl19045?ssdType=OrderRequest&ws=True&se=True&sMsg=A+National+Auto+Fleet+Grou...9/10 6/17/2019 Sell,service,and deliver letter Hill Start Assist Airbags,frontal,driver and front passenger (Included and only available with (ZX2)driver and front passenger high-back bucket seats or (ZPO)driver and passenger temporary seats.Always use seat belts and child restraints.Children are safer when properly secured in a rear seat in the appropriate child restraint.See the Owner's Manual for more information.) Airbag deactivation switch,frontal passenger-side (Not available with (AJ3)frontal,driver-side only airbag. Always use seat belts and child restraints.Children are safer when properly secured in a rear seat in the appropriate child restraint.See the Owner's Manual for more information.) OnStar and Chevrolet connected services capable (Not available with (YF2)Ambulance Package or (UXZ)radio provisions only audio system.Included with (FDR)Fleet Daily Rental order types.Fleet orders receive a 3-month trial.Visit onstar.com for coverage map,details and system limitations.Services vary by model.) Chevrolet Connected Access with 10 years of standard connectivity which enables services such as, Vehicle Diagnostics,Dealer Maintenance Notification,Chevrolet Smart Driver,Marketplace and more (Included and only available with (UE1)OnStar.Limitations apply.Not transferable.Standard connectivity available to original purchaser for ten years from the date of initial vehicle purchase for model year 2018 or newer Chevrolet vehicles.See onstar.com for details and further plan limitations.Connected Access does not include emergency or security services.Availability and additional services enabled by Connected Access are subject to change.) https:llnalionalaulofleelgroup.com/OrderRequesUSSDPrinU19045?ssdType=OrderRequesl&ws=True&se=True&sMsg=A+Nalional+Aulo+Fleel+Gro...10/10 Rev.12118114 Sales Order Uf' Palo Alto Fire 2445··LE:HDER_EMEROENCY VEHICLES R=--v6ROU'P Steve De La Montanya 707-529-7522 10941 Weaver Avenue So EI Monte,CA 91733 250 Hamilton Ave. Palo Alto,CA 94,30 Narc Muzzi 650-329-2319 VIN Number Parent Job 2445 Itemnumber Description 10 -BASE SECTION 10. 10.Prep modular and mise 10.52 Ford Type III 96/169""LE"wI 72"headroom,2019 Base Conversion (NOTE:Conversion Based On Ford E-450 4x2 Gas Chassis) 10.800 SPECIAL: CUSTOMER SUPPLIED CHASSIS: (2019)CHEVY EXPRESS 4500 Gas Cutaway Chassis 159"Wheelbase Engine 6.0 Liter Vortec V8 Transmission 6 speed automatic Engine Block Heater GVWR 14,200 pounds FAWR 4,600 RAWR 9,600 YF2 Ambulance Package Rear Axle 4.10 with locking rear Differential Transmission Oil cooler Batteries Dual OEM Brakes 4 Wheel Anti-lock ABS Disc Stabilizer Front Axle mounted Daytime Running Lights Tire spare to match other tires Orange Seat Belts for Driver and Passenger Power Ports 2 12volt in Cab Chrome Front Bumper Medium Pewter Interior color Power Windows and Door Locks Speed Control and Tilt Steering Wheel 20 -PRE TAX 20. 20.Document Processing Fees 20.40 Multi Unit Discount 20.Multi Unit Discount (2 -4 vehicles built consecutively)-$750 per vehicle. 30. 40 -COMPLIANCE 2445 2017 Database 6/5/2019 Page 1 of 27 ------- ··LERDiER _,EMEROt;;NCY VEHfCLeS, ~"""'V"G ~OUP Steve De La Montanya 707-529-7522 10941 Weaver Avenue So EI Monte,CA 91733 Palo Alto Fire 2445 650-329-2319 VIN Number250HamiltonAve. Palo Alto,CA 94,30 Narc Muzzi Parent Job 2445 Itemnumber Description 40. 40.KKK-A 1822F Data Labels (wI Letter of Exception if required) 50 -CHASSIS ITEMS STANDARD 50. 50.Wheel Alignment Toe-In Verification 50.2 Headlight Aim Verification 50.3 Alternator Single,OEM 50.4 Batteries Dual,OEM 50.5 Allto Throttle (Gas Engine),In Power #DBT LD (Ford QVM Approved) Note:GM OEM control. 50.6 Fuel,fill fuel tank. 51 -CHASSIS ITEMS OPTIONS 51. 51.100 SPECIAL: CUSTOM CAB SEAT: Recover and modify OEM cab seats. Dual "captain's chairs",with armrest Seats shall be covered in vinyl material to match cab interior. Seats shall have additional lumbar support added improved ergonomics. 51.110 SPECIAL: MIRRORS:GM 4500 96"Telesscoping Mirrors #716417 Velvac 2020XG series telescopic trailer tow mirrors,with: •Chrome mirror head •Heated,motorized flat glass •Heated,manual convex mirrors •Turn signal arrow in flat glass 51.120 SPECIAL: SPARE KEYS AND REMOTES: Two optional for each unit. Provide four (4)sets of keys,and four (4)remote key fobs for each unit delivered. 51.130 SPECIAL: ALUMINUM WHEELS: The four outer wheels will be polished aluminum with the OEM tires mounted and balanced. 51.140 SPECIAL: BATTERIES: Replace OEM batteries (2)with DELCO Group 31/900 CCA 60 -MODULAR BODY ITEMS -STANDARD 2445 2017 Database 6/5/2019 Page 2 of 27 ··LERDER_EMEORelENCY 'VEHtCLES, R=.--vilROU'P Steve De La Montanya 707-529-7522 10941 Weaver Avenue So EI Monte,CA 91733 ParentJob 2445 Palo Alto Fire 2445 250 Hamilton Ave. Palo Alto,CA 94,30 Narc Muzzi VIN Number 650-329-2319 60. Itemnumber Description 60. 60.2 60.3 60.4 60.5 60.6 60.7 60.8 60.9 60.10 Modular Dimensions:96"wide x 169"long x 72"Headroom The module body shall be constructed to provide a minimum fifteen (15)year warranty. Module body shall have an addition (5)year warranty when remounted by an approved remount facility. The corner post shall be extruded aluminum (6063-T5 alloy). The roof corners shall be extruded aluminum (6063-T6 alloy). The exterior wall and roof tubes shall be min (2)inch square with min .125 wall thickness,located on twelve (12)inch centers. In addition to the vertical wall supports there shall be a horizontal beam,located in the beltline area. Gusset supports shall be provided. The exterior body panels shall be 5052-H32 alloy. The thickness required for exterior body panels is: -Side,front,and rear walls:.125 -Roof panels:.090 -Floor panels:.063 60.11 60.12 60.13 60.14 60.15 60.16 60.17 60.18 60.19 60.20 Floors shall be aluminum beams covered by aluminum sheeting. All exterior aluminum body panels shall be attached to the structural supports via high performance polyurethane two sided tape. Each body panel shall be welded to horizontal frame members,roof extrusions,and vertical corner posts. The door skin and edges shall be formed from a single sheet of aluminum Outer Door panels are aluminum .125 aluminum. Each door shall include an internal extrusion for added reinforcement. An inner door pan shall fit Hushwith the inner edges of the door. All module doors shall incorporate an extruded rubber seal located around the perimeter of the door. All doors shall have full-length stainless steel hinges. All doorjambs must incorporate an extrusion that is overlaid by the body skin. 2445 6/5/2019 Page 3 of 272017Database Palo Alto Fire 2445··LERD:ER_EME:ReENCY VEH'CLE5 R=--v6ROUP Steve De La Montanya 707-529-7522 10941 Weaver Avenue So EI Monte,CA 91733 650-329-2319 VIN Number250HamiltonAve. Palo Alto,CA 94,30 Narc Muzzi Parent Job 2445 Itemnumber Description 60.21 Side door and compartment doors shall have gas-filled hold opens.Rear doors shall have grabber style devices. 60.22 Rear entrance doors shall be equipped with manual safety release latches at top and bottom of doors. 60.23 Must have full seat travel in the cab.A minimum 6"recess shall be designed into the front bulk head wall of the module body to accomplish this. Note:Install a 10"recess. See Item #61.510 60.24 60.25 60.26 60.27 60.28 60.29 60.30 60.31 60.32 60.33 A minimum of (5)five Mounting platforms shall be attached along the chassis frame rail for a total of (10)ten. Each of the module body access doors shall include window cut-outs. Stainless steel splash shields installed on the lower front face of the module body just aft of the cab access doors. Polished stainless steel fender flares installed around each wheel well opening. Polished stainless lower body rub rails installed on each side of the module body. Rear kick plate made out of polished aluminum Diamond plate Note:See item #11210 (4)Aluminum diamond plate corner caps -14"high Note:See item #11210 Drop Skirt,Curb side forward wI (2)step entry Aluminum Drip Rails,mounted over exterior compartments and access doors. Cab Running Boards,polished aluminum diamond plate wI star punched safety grip running boards with mud flap. Note:GM 4500 See item #11210 61 -MODULE ITEMS -OPTIONS 61. 61.500 SPECIAL: CURBSIDE WINDOW: Custom window,solid non opening located above the curbside squad bench. Window size and configuration limited by multipoint seat belt locations. 61.510 SPECIAL: CUSTOM SEAT RECLINE: The module will be modified to accommodate a 10"Cab seat recline. This requires the #1 compartment to be notched 2"and the module bulkhead to be shift rearward 2". Refer to option 68.170 HEV 67 -EXTERIOR COMPARTMENTS -STANDARD 67. 2445 2017 Database 6/5/2019 Page 4 of 27 Palo Alto Fire 2445··LEIRDER_EMEiROENCY VE""UCLEB,R=-viI~oup Steve De La Montanya 10941 Weaver Avenue So EI Monte,CA 91733 707-529-7522 250 Hamilton Ave. Palo Alto,CA 94,30 Narc Muzzi ParentJob 2445650-329-2319 VINNumber Itemnumber Description 67.All exterior compartments will be constructed out of polished aluminum diamond plate 67.2 M1-STREETSIDE FRONT COMPARTMENT This area shall be accessed through a single outside hinged door. The compartment shall house the vehicle's primary 02 cylinder. Vertical track for mounting of a QRM-V 02 bottle mount shall be welded on the #2 wall of the compartment The compartment shall be vented to the outside. (See drawings for compartment sizes) Note:See Item #68.170 67.3 M2-STREETSIDE INTERMEDIATE COMPARTMENT This area shall be accessed through a pair of hinged doors This compartment shall have (1)adjustable shelf (See drawings for compartment sizes) Note:See Item #68.250 D.260 67.4 M3-STREETSIDE REAR COMPARTMENT This area shall be accessed through a pair of hinged doors. This compartment shall have (2)adjustable shelves above spare tire. This compartment will house spare tire and changing tools. (See drawings for compartment sizes) Note:DELETE SPARE TIRE HARDWARE: Compartment will be used for SCBA and safety gear storage,refer to streetside compartment options below. Refer to option 68.370,68.380,68.390 and option 9300. 67.5 M4-CURBSIDE REAR COMPARTMENT This area shall be accessed through a single hinged door. This compartment will house 72"backboards on the left side,and stairchair on the lower right side. This compartment will have a vetrtical divider,wI (2)adjustable shelves above stairchair location. Supply (2)sets of Black 1-1/2"straps wI quick connect clip and footman loops located on #1  wall,(1) for backboards,and (1)for stairchair. (See drawings for compartment sizes) Note:See Item #68.460 67.6 M5-CURBSIDE FRONT COMPARTMENT The area shall be accessed through a single hinged door. Interior I exterior ALS access. (See drawings for compartment sizes) 67.7 M6-CURBSIDE FRONT (LOWER)COMPARTMENT Battery Compartment: This compartment shall be accessed through a single hinged door wI (1)aluminum battery tray wI 300lb Accuride slides. This compartment requires venting. (See drawings for compartment sizes) 68 -EXTERIOR COMPARTMENTS -OPTIONS 68. 68.50 SPECIAL: COMPARTMENT DOOR SILL PROTECTION: Install Stainless Steel protection plates on lower edges of specified compartments. Quantity:5 Streetside #1 #2 #3 Curbside #4,#5 2445 2017 Database 6/5/2019 Page 5 of 27 ··LERDER -EMElRtiiU"NCY VEHfCLE5~-v-6~oup Steve De La Montanya 707-529-7522 10941 Weaver Avenue So EI Monte,CA 91733 Parent Job 2445 Palo Alto Fire 2445 250 Hamilton Ave. Palo Alto,CA 94,30 Narc Muzzi VIN Number 650-329-2319 Itemnumber Description 68.60 SPECIAL: DRI-DECK EXTERIOR COMPARTMENTS: Grey "Dri-deck"(Purchase in 3 foot x 12 foot roll)will be installed in the bottom of each compartment. Excludes #5,sweep out compartment under the stair chair and back boards. 68.70 SPECIAL: (HEV)STREETS IDE WHEEL WELL COMPARTMENT/PULL OUT DRAWER: This compartment shall be located above the left wheel well as shown on drawing. Compartment will incorporate a slide-out tray. The minimum jamb pass-through dimensions shall be 8"H X all width availible"W X 18"D. Tray will be sized as large as possible (minimum 6"H)within the confines of pass-through dimensions. The door for this compartment shall be fixed to the face of the tray. The door shall have a single handle and two (2)rotary latches. HE 68.100 STREETSIDE MOST FORWARD COMPARTMENT: 68.170 SPECIAL: ZICO AUTO LOAD COMPARTMENT PREP: Delete the standard unitstrut on the #2 wall.(HEV) Install .250 aluminum mounting plate with 3"x3"aluminum angle on #2 wall. Set for Ziamatic Model #QR-GTSL-U oxygen bottle loading device 68.200 STREETSIDE INTERMEDIATE COMPARTMENT: 68.250 Add a fixed vertical divider. Note:Locate:approximately 14.5"from right wall,install shelf strut on left side and shorten the standard shelf to fit to the left of the divider. 68.260 SPECIAL: EQUIPMENT CLOSE OUT: Install the specified Air horn compressor in the left lower comer. Install a removable metal mesh gaurd. 68.300 STREETSIDE MOST REARWARD COMPARTMENT: 68.370 SPECIAL: THIS WILL BE A FIRE DEPT.CONVERSION: Delete spare tire storage.(ship tire loose) Locate the 2 standard shelves distributed below the SCBA mounting plate. 68.380 SPECIAL: SCBA MOUNTING: Install a pair of unistrut on the upper portion of the back wall,attach a 30"X 30"X .250"aluminum mounting plate. Refer to option #9300 selected below for SCBA hardware .. 68.390 SPECIAL: HELMET HOOKS:.. Install two (2)stainless steel hooks mounted on the inside of the doors to facilitate hanging fire helmets. Refer to option #9310 hooks 68.400 CURBSIDE MOST REARWARD COMPARTMENT: 68.460 SPECIAL: 2445 6/5/2019 Page 6 of 272017Database Palo Alto Fire 2445··LE1RDER_EMeRtiIIE;;NCY VEH"ICLES, "~-v'OROUP Steve De La Montanya 10941 Weaver Avenue So EI Monte,CA 91733 707-529-7522 250 Hamilton Ave. Palo Alto,CA 94,30 Narc Muzzi ParentJob 2445650-329-2319 VIN Number Itemnumber Description FIXED SHELF: -Delete the (2)standard adjustable shelves. -Add (1).125"brushed aluminum lipless shelf. -Set the full height standard divider 10"left of the right compartment wall. -Install the fixed shelf right of the divider 40"above the floor. -Add diamond plate close out on inset Med cabinet. -Add 10gage stainless steel strap to upper portion of backboard compartment to hold in backboards Refer to prints. 68.600 CURBSIDE MOST FORWARD COMPARTMENT: 69 -CHASSIS -MODULAR MODIFICATIONS @ LEADER -STANDARD 69. 69. 69.2 69.3 69.4 69.5 69.6 69.7 69.8 69.9 69.10 69.11 69.12 All exterior compartments shall have black rubber matting on compartment bottoms and shelves Interior LED Lighting in all exterior compartments with the exception of the M6 battery compartment,(2) verticle LED strip lights incased in aluminum extrusion from top to bottom located on back side of door jam. Install exterior flush mount paddle handle assembly in Entry and Compartment doors.TrilMark cast metal chrome plated and buffed to a high luster finish,keyed alike #2002 Recessed license plate holder (Cast Product)wI LED light (See Print for Location) Install individual rear mud flaps behind each set of rear wheels. All patient compartment entry doors shall have red reflectors in the lower corner (interior) Exterior of modular shall have rectangular reflectors,amber in the lower corners in front,red in lower corners in rear Power activated door locks installed on patient compartment access doors,activated by cab (OEM)door lock switches,and patient cornp.access door lock switches -mounted in bezels Note:See Item #7110 Stainless steel DOT approved wheel inserts shall be installed on all fo~r olJtside '",heels of the shassis. Note:See item 51.130 Stainless steel filler extensions will be installed en rear ..",heels. Note:See Item #51.130 Install (2)tow hooks under rear of vehicle,attach to bumper frame The rear of the vehicle shall be equipped with a Leader steplbumper assembly.The center section of the rear step bumper shall be constructed of aluminum wI star punched safety grip,and hinged to assist in patient loading.Both end caps covered in fixed polished aluminum diamond plate with 30 degree tapered ends.Angle of Departure to be a minimum of 10 degrees. Note:See item #11210 69.13 Install Fixed windows in the (2)rear patient access doors,and (1)sliding window in side access door.All (3)windows shall feature a dark privacy tint 70 -CHASSIS -MODULAR MODIFICATIONS @ LEADER -OPTIONS 2445 2017 Database 6/5/2019 Page 7 of 27 Palo Alto Fire 2445.b~f!!!~~R=-v1iR!oU'P Steve De La Montanya 707-529-7522 10941 Weaver Avenue So EI Monte,CA 91733 650-329-2319 VIN Number250HamiltonAve. Palo Alto,CA 94,30 Narc Muzzi ParentJob 2445 Itemnumber Description 70. 70.10 SPECIAL: EXTREME CLIMATE IINSULATION PACKAGE: 1)Access doors and exterior compartment doors to be lined with Polydamp Intefoam,&11/2"styrofoam. 2)Side door step well to be insulated with Dynamat wrap. 200 -INTERIOR CABINETS -STANDARD A. A.A1:Streetside Lewer Cabinet: Ply....eed censtnwtien with laminate finish. Exterier Stainless Steel riser. CPR sectien wi sterage belew '0'11 hinged lid 8.gas cylinder held epen device wi FlexDraw held down latch. Gabraltar cellnter tep wi lips. Note:See Item #2200 A.2 A2:Streetside Upper Rear Cabinet: -Plywood construction with laminate finish. -Solid wall with (1)upper storage cabinet wI adjustable shelf,held in place with recessed aluminum unistrut track,wI sliding polycarbonate windows wI KKK-A 1822F Positive Latch Device. (Storage cabinet labeled for maximum weight of 401bs) A.3 Ad:Streetside Sterage Cabinet: Plyweed censtnJGtienwith laminate finish. (1)I,Ipperand (1)lo'....er storage cabinet 'III adjl,lstable shelf in I,Ippercabinet enly,held in place with recessed aluminl,lm I,Inistrl,lttrack,\'0\'sliding pelycarbenate '....indews wi KKK A1822F Pesitive Latch Device. (Each sterage cabinet labeled fer maximl,lm weight ef 4Qlbs) Center sectien epen wi Gibraltar cOl,lntertep. Note:See Item #2210 A.4 A4:Streetside Actien Wall Cabinet: Ply....eed censtrl,lctien with laminate finish. (1)I,Ipper sterage cabinet '0'11(1)adjl,lstable shelf,held in place with recessed aluminl,lm I,Inistrl,lttrack,vd sliding pelycarbenate windews •....1 KKK A1822F Pesitive Latch Device. (1)lecking drl,lg cempartment wi hinged deer and 7/8"leck. (Storage cabinet labeled fer maximl,lm weight of 4Q1bs) (Drl,lg cabinet labeled fer maximl,lm weight ef 1Qlbs) Note:See Item #2220 A.5 A5:Streetside CPR Rear Wall. PIY/lood constrl,lction .....ith laminate finish. Note:See Items #2230 A.6 .<\6:Streetside Bulkhead Cabinet/Dri'ler Side Partition: Ply.t/ood constrl,lction with laminate finish. Top of cabinet to have Gabraltar cOl,lntertop. Upper remevable /\/C access panel. (1)AlC intake vent wI filter. Opening for exygen access with hinged pelycarbonate door. Split Cabinet,I,Ippersectien '/0\'hinged weod door '0'1/(2)Chmme "0"ring latches top/bottom ef door,and (1)adjustable shelf,held in place •....ith recessed aluminl,lm I,Inistruttrack.Lewer sectien wi vented hinged weed deer v.t/(1)Lecking Chreme "0"ring latch. (Upper section labeled for maximl,lm weight of 1Qlbs) (Lewer section labeled fer maximum weight ef Qlbs) Note:See Item #2240 2445 2017 Database 6/5/2019 Page 8 of 27 ··LERDER_EMEROENCY V£HJCLEB, R=-vilROUP Steve Oe La Montanya 707-529-7522 10941 Weaver Avenue So EI Monte,CA 91733 ParentJob 2445 Palo Alto Fire 2445 250 Hamilton Ave. Palo Alto,CA 94,30 Narc Muzzi VINNumber 650-329-2319 Itemnumber Description A.7 A7:Upper AlC Plenum: -Upper AlC horizontal plenum chamber fabricated out of Styrene board. -Filler face covered wI vinyl wI (7)rotating AlC louvers,(1)exhaust intake louver. A.8 A8:Upper Partition Cabinet: -Plywood construction with laminate finish. -Electrical storage cabinet,(1)hinged wood door wI (2)gas cylinder hold open devices,wI Locking Chrome "0"ring latch,this will house electrical components. -Apply electrical schematic to back side of door. A.9 /\9:HingeEl Partition Door: PlywooElconstruction with laminate finish. Partition Eloor'11/Chrome "0"ring lateh,hingeElon flassenger siEle,Eloorwill swing into flatient eomflartment SliEling(dear)flolyearbonate winElow. Note:See Item #2250 A.10 A10:Curbside Bulkhead Cabinet: -Plywood construction with laminate finish. -ALS wI exterior access,split cabinet wI fixed center shelf. -Upper section wI (1)adjustable shelf wI aluminum lip,wI (2)hinged wood doors wI (2)Chrome "0"ring latches toplbottom per door. -Lower section wI (1)adjustable shelf wI aluminum lip,wI (2)hinged wood doors wI (2)Chrome "D"ring latches toplbottom per door. (Each storage cabinet labeled for maximum weight of 401bs) A.11 A11:CurbsiEleSquaEl Beneh/INall: PlywooEl eonstrustion with laminate finish. Exterior stainless steel riser. (2)hingeElliEls'1.'1gas eylinElerholEloflen Ele'lices &flex Elra'l..holElElownlatches on each liEl. (1)(KenElall5qt)sharfls eontainer '11/turn lateh to seeure Elrofl in style Sharfls container locateEl at heaElof l3ef\6I+.. (1)waste container with a single hingeEl ReElflolycarbonate liEl'11/aluminum eElgehanElle,loeateElat heaEl of bench. NOTE:InduEles (1)Sharfls &(1)Trash container. Note:See Item #2260 A.12 A12:Upper Curbside Cabinet: -Plywoood construction with laminate finish. -Cabinet over squad bench,(2)storage cabinets divided into two sections wI hinged (flip up)3/8" polycarbonate doors wI Chrome "0"ring latches. (Each storage cabinet labeled for maximum weight of 5lbs) A.13 A1 J:Center Console: PlywooElconstruction with laminate finish. LocateElbet.....een cab seats. (2)siEle'lents,remo'/able liEl,Eletachable rear mafl box wI (J)flolycarbonate Eli'/iElers. (2)cUfl holElers. (2)12 volt USB flOrtS. Laminate Color:Dark Grey Note:CUSTOM GM CONSOLE:See option #2290 A.14 A14:Action Wall Panel: -Plywood construction wI (Carbon Fiber Laminate Finish),location for electrical components. Note:CUSTOM ACTION WALL PANEL CONFIGURATION:See option #2300 A.15 A15:Patient Compartment Ceiling: -1/4"laminated MOF. 2445 6/5/20192017Database Page 9 of 27 11!;~fJ!!~~ R=-vill~OUP Steve De La Montanya 707-529-7522 10941 Weaver Avenue So EI Monte,CA 91733 Palo Alto Fire 2445 650-329-2319 VIN Number250HamiltonAve. Palo Alto,CA 94,30 Narc Muzzi ParentJob 2445 Itemnumber Description A.16 /\Hl:Gibraltar "Liquid Stel3" Lecated en fleer in walkthreugh,between cab 8.medular. Note:See Item #2240 A.17 A17:Patient Compartment Sub Floor: _3/4"Composite Thermo Lite Tough Material. Note:See Item #70.10 2000 -INTERIOR CABINETS -OPTIONS A.2000 A.2190 Supply restocking frame on upper overhead cabinet (priced per cabinet) Note:Quantity:Four (4) This affects the upper streetside cabinets. A.2200 SPECIAL: CUSTOM A 1 CABINET: CPR Seat deleted,Extend the counter top over this area. Formed Stainless Steel counter top with 1"lips.Lower riser Stainless Steel,Exterior laminate Gloss White interior laminate white. A.2210 SPECIAL: CUSTOM A3 MID LEVEL CABINET: The standard open counter area to the left of the CPR seat will be deleted and a full depth cabinet with one shelf and sliding polycarbonate windows wi Positive Latch Device will be installed.Total (3)storage cabinets. (Each storage cabinet labeled for maximum weight of 401bs) A.2220 SPECIAL: CUSTOM A4 CABINET: Storage cabinet mounted above action area. NOTE:The AS CPR seat has been deleted,extend the A4 cabinet area rearward into this area. Exterior laminate Gloss White,interior laminate white,two (1)upper storage area with sliding polycarbonate windows wI Positive latching device.The Forward end of the upper cabinet will accommodate the installation of a flush flange mount KNOX Brand locking. (Storage cabinet labeled for maximum weight of 40Ibs.) SPECIAL:CUSTOM COUNTERTOP INSET CABINET:Attendant area cabinet at the right side of the countertop. Cabinet will be approximately 14"D X 14"W (height as shown on drawing). Exterior laminate light grey,interior laminate white,storage area with hinged polycarbonate doors,(2) adjustable shelves wI (2)chrome "D"ring latches. (Storage cabinet labeled for maximum weight of 1Olbs.) CUSTOM A4 BACK WALL PANEL: Cutouts for Charger and Inverter status panels One 12 Volt Duplex outlet at forward end One 11OVDuplex outlet at forward end Electric 02 monitor panel One ethemet outlet SSCOR BEAMIS Suction container One 12 Volt Duplex outlet at rearward end One 11OVDuplex outlet at rearward end Ancra Track A.2230 SPECIAL: 2445 2017 Database 6/5/2019 Page 10 of 27 Palo Alto Fire 244511~~f!J!~~ ~""""V'bROUP Steve De La Montanya 707-529-7522 10941 Weaver Avenue So EI Monte,CA 91733 650-329-2319 VINNumber250HamiltonAve. Palo Alto,CA 94,30 Narc Muzzi Parent Job 2445 Itemnumber Description CUSTOMA5: Delete CPR seat,counter top extends into CPR area.(1)upper and (1)lower storage cabinet with sliding polycarbonate windows wI Positive Latch Device. (Each storage cabinet labeled for maximum weight of 401bs.) A.2240 SPECIAL: CUSTOM A6 STREETSIDE PARTITION CABINET: Streetside bulkhead cabinet &wall with upper AlC removable panel. Note:Delete the 02 access opening. Provide a vertical storage cabinet behind the attendant seat. Cabinet will be approximately 14"W X 50"H X 14"D,or as large as space allows.Exterior laminate Gloss White,interior laminate white. Cabinet will be split into two (2)sections. The upper section will include a hinged door with (2)non-locking chrome "D"ring latches and one (1) adjustable shelf.(label for maximum storage at 201bs) The lower section will include removable rear facing wood door.This section will house the inverter and suction unit.Top of cabinet to have stainless steel countertop. Refer to prints. A.2250 SPECIAL: CUSTOM A9 BULKHEAD CABINET: No partition door will be utilized. Install a full width X 18"deep X 24"tall cabinet with sliding polycarbonate windows wI Positive Latch Device and 1 adjustable shelf. (storage cabinet labeled for maximum weight of 401bs) Top of cabinet to have a stainless steel tray for eguipment storage. A.2260 SPECIAL: CUSTOM All SQUAD BENCH WITH CUSTOM BIO WASTE ENCLOSURE: Change the top drop sharps waste area to accommodate a Top drop sharps container,and a custom built oversized Aluminum Trash Can.(Refer to option #9360) Area to have a Aluminum hinged door with drop through openings for both trash and sharps. Provide a Chrome pull ring latch to secure the lid in the closed position .. Provide location for install of the custom storage bracket for 3 D cylinders under the forward bench cushion.Refer to option #9370 A.2270 SPECIAL: CUSTOM A18 CURBSIDE SWITCH PANEL CABINET: An angled switch panel cabinet will be installed below the forward section of the upper A12 cabinet. Cabinet will include an aisle-facing oxygen outlet.(see drawing) Cabinet will be will be covered in padded vinyl,switch panel and 02 outlet mounting surface laminated. A.2280 SPECIAL: CUSTOM A19 CABINET CURBSIDE FOOT END OF BENCH: The cabinet at the foot end of the bench will be 2"deep and full height to allow for installation of a 12" deep inset med cabinet and a Stainless Steel wall pocket for a Sage sharps container. The cabinet will be constructed flush into the wall above the foot end of the squad bench and above the exterior compartment stair chair storage.The bottom of the inset med cabinet will be 45"above the floor of the exterior compartment. Interior laminate white,two (2)adjustable shelves,hinged polycarbonate doors with (2)chrome "D"ring latches.(labeled for maximum weight of 1Olbs) The Stainless Steel wall pocket will be located below the med cabinet and will not extend into the stairchair storage area. Refer to option #9160. A.2290 SPECIAL: 2445 2017 Database 6/5/2019 Page 11 of 27 ··LERDER_EMI5ReENC¥VCiHtCLE5 R=.-v"6ROUP Steve De La Montanya 707-529-7522 10941 Weaver Avenue So EI Monte,CA 91733 ParentJob 2445 Palo Alto Fire 2445 250 Hamilton Ave. Palo Alto,CA 94,30 Narc Muzzi vtu Number 650-329-2319 Itemnumber Description CUSTOM A13 FRONT CONSOLE:Custom lower (wood)console. The forward upper section will be re-enforced to accommodate an MDT mount. Below a radio install area will be provided for the Spectra Radio head,the Fire com control module,the Motorola XTL 2500 radio,and the Siren control. In addition the intercom push to talk buttons and two air horn switches will be distributed on the perimeter. Refer to the provided prints. Behind the console a (steel)map book box sized to hold,2 cup holders and four three-inch (3")wide three-ring binders. The box will be fabricated from steel and powder coated to match vehicle interior. The box shall be securely mounted between the two front cab seats. The customer provided portable radio chargers will be installed on the rearward portion of this box. NOTE:THE DAVID CLARK MODULES COULD CREATE SPACE PROBLEMS. A.2300 SPECIAL: CUSTOM A14 ATTENDANT PANEL: Plywood construction w/(Carbon Fiber Laminate Finish)Configured to accomodate the selected inset supply cabinet. Seven (7)switch panel Cut out for Motorola APX radio SSCOR Suction control Two (2)intigrated Flowmeters B. 300 -INTERIOR TRIM AND COLOR -STANDARD Floor color/material -(Coved),Anti-Microbial,UV Protected,Lonseal -Loncoin II Flecks,#150UV Onyx.B. B.2 (3)Seat Cushions,(2)Back Rests,(2)Head Rests,(2)CPR Side Bumpers,Gimp,Headbumpers,Fillers. Upholstery color/material -"Water Fall"style w/velcro fasteners. Color:Sierra Light Grey.(L#05-086) B.3 Attendant Seat celer/material,(1)Hi€JhBack (Ill/ise)Seat (medillm density feam)13de€Jreeback,4 peint black restraint,wi slidin€Jtrack &swivel seat base. Celer:Sierra Li€JhtGrey (L#05 0813)"sewn",'Ill embreiderd Leader Le€Je. Note:See Item #3210 B.4 Laminate color,patient compartment,exterior &interior cabinets,(Gloss)White #D354-F1 Wilsonart. B.5 Laminate color,patient compartment ceiling,(Gloss)White #D354-F1 Wilsonart. B.6 Door panels (3)are to be aluminum covered with #D354-F1 Gloss White laminate,w/6"3M Red #983-72 Conspicuity reflective safety stripe,w/stainless steel @ bottom of panels. B.7 Polycarbonate color .240,tinted B.8 Polycarbonate sliding doors,retain handles on doors and provide holes for cable ties. Cellnter Tep Celer,Midni€JhtMelan€Je Gibraltar Material Note:Stainless Steel w/1"lip -ILOS B.9 B.10 The patient area walls &ceiling of the vehicle shall be insulated wI 2"Owens Corning Quiet R,glass fibers, fire resistant,fungi &bacteria resistance,for both thermal and acoustic insulation. The ceiling (only)will have additional insulation using foil bubble astro-cooler. Note:See Item #70.1 2445 6/5/2019 Page 12 of 272017Database Palo Alto Fire 2445.b~!!!!~!! R=""'"V'GROUP Steve De La Montanya 10941 Weaver Avenue So EI Monte,CA 91733 707-529-7522 250 Hamilton Ave. Palo Alto,CA 94,30 Narc Muzzi ParentJob 2445650-329-2319 VINNumber Itemnumber Description 3000 -INTERIOR TRIM AND COLOR -OPTIONS B.3000 B.3210 SPECIAL: USSC CHILD,BLACK 4-POINT,SIERRA LIGHT GREY Install a Sierra Light Gray USSC high back bucket seat with integral child safety seat and black 4pt seatbelt. The seat to be adjustable front to rear and is to be mounted on a 360 degree swivel base B.3230 SPECIAL: DRI-DECK SHELF MAT,INTERIOR CABINETS: All shelves to be covered with "Dri-Deck"Grey material matching that installed in the outside compartments. 400 -WARNING DEVICES -STANDARD C. C.'Narning Lights,front of uppor modulo ILO lightbar,(7)total,Wholen QQQaupor LED,(6)Flashing Rod wi Rod lens,(1)Flashing 'lI/hite wi Cloar Ions.Chrome flanges inclloJded. IIRn uRn uRn "WI!"Rn IIRn fiR" Note:See Item #4500 C.2 Warning lights,rear of vehicle,IoJpperoloJtboardeorners,(2)Whelen QQQaloJperLED Red wI Rod Ions. Chrome flanges inelloJdod. Note:See Item #4515 C.3 Warning lights,side,(4)Total,(2)per side,I,lI/helenQQQaloJperLED Red wi Red lens.Chrome flanges inelloJdod. Note:See Item #4020 C.4 Warning lights,grille,(2)Whelen ION T aeries Linoar aloJperLED (aTEADY BURNING)Red wi Clear lens &Chromo Flange. MOloJntedon IoJpporhorizontal grille bar. Note:See Item #4025 C.5 C.6 C.7 C.8 C.9 C.10 C.11 "'larning lights,rear of vehiele,window le'lel,(2)Whelen QQQaloJperLED Amber '1.'1Amber lens.Chrome flanges inclloJded. Note:See Item #4030 Intersection lights,front fenders,(2)I,'\'helen 7QOaloJperLED Red wi Red lens.Chrome flanges inelloJded. Note:See Item #4035 Headlight flasher,Leader solid state,electronic,console switch. airen spoaker,(2)Cast ProdloJcts10Qwatt siren speakers,recessed throloJghfront OEM bloJmper.(Polished AlloJminloJmFinish) Note:See Item #4220.2 acene lights,side,(4)Total,(2)per side,Whelen QQQHalogen wi Clear lens.Chrome flanges included. Note:See Item #4520 aeene lights,rear,(2)Whelen 7QQHalogen 'III Clear lens.Chrome flanges indloJded. Note:See Item #4530 Running board lights,(2)Whelen #20COCDCD LED,(1)per side mounted on splash shield,activate via cab doors,constant hot. 2445 2017 Database 6/5/2019 Page 13 of 27 Palo Alto Fire 2445··LEHDE:R_EMERtlIENCV 'VEHTCLE5 R=-vb~OUP Steve De La Montanya 707-529-7522 10941 Weaver Avenue So EI Monte,CA 91733 650-329-2319 VlN Number250HamiltonAve. Palo Alto,CA 94,30 Narc Muzzi ParentJob 2445 Itemnumber Description C.12 Front,rear and side FMVSS LED marker lights w/Chrome housings. Front;(5)Amber lights Rear;(5)Red lights Side @ Rear (2)Red lights C.13 Back IoJp,tloJFAand stopitaillights,Whelen €iOO LED '10'1Chrome flanges shall be as follows: (2)TIoJFASignal Lights,INhelen €iOO LED Amber W/Amber lens ''1.'1 arrow oloJtboardon diamond plate. (2)StopfTail Lights,Whelen €iOO LED Red wI Red lens inboard on diamond plate. (2)Back Up Lights,\"lhelen €iOO LED White '.'.'1Clear lens above diamond plate on body. Note:See Item #4050 C.14 Brake light,rear IoJppercenter,KineqloJipLED Red wi Red lens. Note:See Item #4570 C.15 Back-up alarm,rear mounted,97 decibel with auto reset,console defeat switch C.16 Siren electronic,located in over head console,Whelen dual tone #295HFSA7 w/remote amp CA spec, (hi-Io deleted)100 watt output w/removable mic,hands free horn ring control. NOTE:Siren to be activated via Primary/Secondary Switch in Primary Mode Only. Note:Relocate siren to center console. Provide radio rebroadcast through public address amplifier (PA). 4000 -WARNING DEVICES -OPTIONS C.4000 C.4015 Warning lights,rear of vehicle,upper outboard corners,(2)Code III 85BZR LED Red w/chrome flange. C.4020 Warning lights,(4)total,(2)per side,Code III 85BZR LED Red w/chrome flange. C.4025 Warning lights front grille,(2)Code III LXEX1F-R LED (Red w/Red lens)w/Code III aluminum bezel. Note:(Steady Burning) C.4030 Warning lights,rear of vehicle,window level,(2)Code III 85BZA LED Amber w/chrome flange. C.4035 Intersection lights,front fenders,(2)Code III 45BZR LED Red w/chrome flange. C.4050 Back-up,turn and brake lights,Code III LED w/chrome flanges shall be as follows: (2)Code III (65STBZA)LED Amber w/arrow turn signal-outboard on diamond plate (2)Code III (65STBZR)LED Red stop/tail-inboard on diamond plate (2)Code III (65BZRV)LED Clear back-up -above diamond plate C.4110 Intersection lights,rear body,(2)Code 3 (45BZR)LED Red with chrome flange. C.2 Siren Speakers Chevy,Mounted inboard thru OEM bumper. C.4310 Air horns,(2)Chrome Buell trumpets 10"with reservoir tank,compressor,with (1)Linemaster drivers side foot swith activated via Primary/Secondary switch. See Print for location. Note:Delete Line Master Foot Switch: Air horn system will be controlled by two Cole Hersee #M-492 Marine Momentary Push Button Switches,located on center console lid (1)driver side and (1)passenger side. Label both Air Hom switches on center console lid."AIR HORN" NOTE:Add a guard around the Air Hom compressor.(mesh)See option #68.260 See Print 2445 2017 Database 6/5/2019 Page 14 of 27 Palo Alto Fire 2445I1LERD:ER EMERtiENC,Y V'EHJCLE5, R!=......-6ROUP Steve De La Montanya 707-529-7522 10941 Weaver Avenue So EI Monte,CA 91733 250 Hamilton Ave. Palo Alto,CA 94,30 Narc Muzzi ParentJob 2445650-329-2319 VIN Number Itemnumber Description C.4500 SPECIAL: LlGHTBAR:Lightbar All LED,Front module mount,Code III (XP9588-ALRC-102)88"long. Red &White LED s with all Clear forward facing lenses,and Red top lenses. Note:Set lightbar Steady Reds to flashing. Opticom (LED)GTT 795H Emitter,(inside lightbar) NOTE:(Activate via Primary Switch in Primary mode only,wired thru ParklNuetral cut-off) C.4520 SPECIAL: CODE III LED SCENE LIGHTS &BEZEL:(DRIVER &PASSENGER SIDE) Scene Lights ILOS,(4)total (2)per side,CODE III #79SCENE C.4530 SPECIAL: CODE III LED SCENE LIGHTS &BEZEL (REAR) Scene Lights ILOS,(2)rear,Code 3 LED 37SCENE C.4550 SPECIAL: Note:RECONFIGURE REAR LIGHTING: Relocate mid level Amber lights to upper outer positions and the displaced upper Red lights to window level. Wire the relocated Window level Red flashing lights to also function as brake lights Refer to prints for locations. C.4560 SPECIAL: TRAFFIC ADVISOR: Provide one (1)Code 3 NarrowStik®NASL847 47.38"long,(eight)8 amber LED directional arrow.Arrow will be mounted high on the rear of the module. Note:The control head will be located in the overhead console replacing the standard siren position. C.4570 SPECIAL: CODE 3 UPPER BRAKE LIGHT: Brake light,rear upper center,(MANDATORY),Code 3 (45BZR)LED (Red)wI chrome flange C.4580 SPECIAL: CUSTOM HEAD LIGHT FUNCTION: Primary-Secondary switch to activate Headlight Flasher switch in primary position only 500 -ELECTRICAL CONTROL CENTER -STANDARD D. D.Electrical component center,all conversion components,5 minute shut down timer,KKK-A 1822F flasher, circuit boards,relays,solenoids,circuit breakers,etc. Located in A8 cabinet. D.2 Overhead console,fiberglass (Grey)overhead console to house switches,siren,indicator lights. Note:Siren has been relocated to Center Console D.3 Dimmer switch for rocker switch backlighting and indicator lamps.(cab only) Located on cab overhead console. D.4 Electrical Switch Panel,front overhead console. D.5 Voltage Meter Digital,(Kinequip)wI audible low voltage warning,buzzer will sound if voltage drops below 11.8,console mounted. D.6 Amperage Meter Digital,(Kinequip)with remote induction sensor -no shunt,console mounted. 2445 2017 Database 6/5/2019 Page 15 of 27 ··LERD:ER_EMERtilENCY VEHWC'LES, R=-v1iROUP Steve De La Montanya 10941 Weaver Avenue So EI Monte,CA 91733 707-529-7522 650-329-2319 Palo Alto Fire 2445 250 Hamilton Ave. Palo Alto,CA 94,30 Narc Muzzi VINNumber Parent Job 2445 Itemnumber Description D.7 Indicator lamps -"EM ERG START"Red I "MASTER ON"Green. D.8 Indicator lamps -"DOOR OPEN"Red I "COMPARTMENT OPEN"Amber. D.9 Indicator lamps -"LOW VOLTAGE"Amber I "PARKING BRAKE"Red. NOTE:Parking Brake to have audible buzzer in addition to indicator lamp. D.10 Switch,"PRJ.SEC"wI center off,Primary controls all emergency lights,Secondary controls all emergency lights except White upper forward facing warning light,Grille lights,and Intersection lights.Red/Amber Switch. Switch,"HEADLIGHT FLASHER"lit White. Note:See Item #4580 D.11 D.12 D.13 D.14 D.15 D.16 D.17 D.18 D.19 D.20 D.21 D.22 D.23 Switch,"BACK-UP ALARM"non-lit momentary. Switch,"LEFT SCENE"lit White. Switch,"REAR SCENE"lit White. Switch,"RIGHT SCENE"lit White. Switch,"PATIENT DOME"3-way,lit Amber. Note:Relocate from cab to patient compartment. Refer to rints Switch,"PATIENT HEAT/AC"3-way,lit Blue. Switch,"MODULE DISCONNECT'lit Green. Note:Change from "MODULE DISCONNECT'TO "MASTER" Switch,"EMERGE~lCY START"momeRtar),switch with uRlock buttoR,lit Red. Note:See Item #7300 Map lights,(2)dual RedlWhite LED map lights located in cab overhead console,(1)above driver,(1)above passenger. 100,000 CP SJ30tli§ht,black rubber,halo§eR Clear,hard wirod.(cliJ3sUJ3J3liodloose) Note:Delete Two way radio J3ower,Positivo No§ativo I§RitioR,with termiRal striJ3,located iRSidoceRter cORsole. Note:See Item #5121 Rear View Camera system,(1)Camera (VOYAGER-VCCS130KIT)with rear view mirror mounted color monitor (BOYO-VTM600M). D.5000 5000 -ELECTRICAL CONTROL CENTER -OPTIONS D.5020 Load manager,panel mounted indicator,Kussmaul 09132,(7)outputs,(requires engineering approval). D.5050 Radio mounting bezel,adapts standard radio port in console to specified two-way radio,Black finish. (Specify Radio) 2445 6/5/2019 Page 16 of 272017Database Palo Alto Fire 2445··LE';RDER _,IOiME'ReENCY VEM'CLIOiS, r.26.~ROUP Steve De La Montanya 707-529-7522 10941 Weaver Avenue So EI Monte,CA 91733 650-329-2319 VIN Number250HamiltonAve. Palo Alto,CA 94,30 Narc Muzzi Parent Job 2445 Itemnumber Description Note:Quantity:(3) Two (2)for TK790 Drop-in Radios: Locate (1)in cab center console left side. Locate (1)in action wall panel. One (1)for UHF Med radio (Make Model to be determined) Locate in the font console right side Refer to Prints D.5121 AUXILARY 12V DC SUB PANEL:Blues Sea ST Blade Split bus fuse block. Two isolated 6-circuit fuse blocks w/negative bus 6-gage Red Constant hot wi 50 amp circuit breaker protection,Ignition hot wi 20 amp circuit breaker protection,6-gage Black Ground (Specify Location) Note:Locate:Floor level behind the driver seat D.5200 SPECIAL: SPOT LIGHT: Supply &Install a Go Light model #20204 LED Spot Light. Spot Light located on cab roof,and light control will be located in center console and shall indicate when roof light is in the "on"position. D.5220 SPECIAL: SPARE SWITCHES PRE WIRED: Pre wire for spare switches,20 amp protection per switch:Locate in the front overhead console, terminate leads in the main electrical cabinet with pos/neg pigtail only. Quantity:Three (3) D.5230 SPECIAL: ENGINE HOUR METER: Included in OEM instument cluster. D.5240 SPECIAL: PORTABLE RADIO CHARGER INSTALL: The City will furnish three (3)portable radio chargers for installation in the cab. Two (2)are to be distributed on the rear of the console. One (1)is to be floor mounted between the driver'S seat and the center console extension. Refer to pictures of previous unit. 600 -ELECTRICAL PATIENT COMPARTMENT -STANDARD E. E.Dome lamps,ceiling,(8)flush mount,Whelen LED High-Low Dome Lights.Door jamb switch activated (low intensity)and switch panel activated (high-low) Note:See Item #6420 E.2 Electrical obltlet 12 volt,!albleSea #1011,Two (2)cigarette lighter style. Location: (1)Rear action wall (1)ALS cal:linet Note:See Item #6370 E.3 Electrical outlet 12 volt,Blue Sea #1016,Three (3)Dual USB Port. Location: (2)Center console (1)Action wall area Note:Locate the console outlets in the closed storage area. Refer to rints. E.4 Electrical,120V Illuminated outlet,total (2)wired (optional inverter)or to shoreline power. (1)ALS cabinet area.(refer to print for location) (1)Action wall.(refer to print for location) 2445 2017 Database 6/5/2019 Page 17 of 27 ··LE.RDER_EMl5.RtilIENCY VEHIC'LES R="""V61=10UP Steve De La Montanya 707-529-7522 10941 Weaver Avenue So EI Monte,CA 91733 ParentJob 2445 Palo Alto Fire 2445 250 Hamilton Ave. Palo Alto,CA 94,30 Narc Muzzi VIN Number 650-329-2319 Itemnumber Description E.5 E.6 E.7 E.8 E.9 E.10 E.11 E.12 E.13 E.14 E.15 E.16 E.17 E.18 E.19 E.20 E.21 E.22 E.23 Interior cabinet lighting,LED strip lighting inside compartments including below action wall panel,activated wI lit switch in action wall. Work Light,LED strip light inside electrical cabinet.Activated via momentary switch,hot @ all times. Switch panel patient compartment (10)position. Note:See item #2270 ᣄ,Relocated to curbside angled panel. Switch,"PATIENT DOME"3-way,lit Amber. Switch,"DOME HI-LO"lit White. Switch,"EXHAUST"lit Amber. Switch,"ELECT SUCTION"lit Amber. Switch,"PATIENT HEAT AlC"3-way,lit Blue. Switch,"AlC,FAN HI-LO",lit White. Switch,"AlC HEAT-COOL"lit Red-Blue Switch,"COMPARTMENT LIGHTS"lit White Note:Change to 3-way Amber switch Sl'lore Ilower,120\/,15 amll,inlet bel'lina ariver aoor,wl15 amll G~lllroteetion.lo4ubbelleast eover,wirea to 11OVoutlets in Ilatient eomllartment. Note:See Item #6120 Restocking light time,squad bench wall @ head end,five minute,controls (4)dome lights over cot (high intensity) Step Well Light LED,located in side door step well,door switch activated, Inverter Pre-Wire,Includes 12 volt Pos-Neg with Anderson quick disconnect connector,terminating inside (lower A6)inverter compartment.(Does not include remote panel or rocker switch) Door Switches,magnetic door jamb switches for exterior compartments and patient access doors. Clock,Emergency Time Manager,mounted in action wall panel,chimes. Note:Relocate to over the rear doors. AM-FM Speakers (2)above rear access doors in patient compartment Battery Cl'larger,10T/\45 amll.(aetivatea via sl'loreline) Note:Delete E.6000 6000 -ELECTRICAL PATIENT COMPARTMENT -OPTIONS Auto eject Shore Power,120V,15 amp,behind driver door,to female plug in inverter compartment.E.6120 2445 6/5/2019 Page 18 of 272017Database ··LE;AOER _EMERtiliENCY VEHfCLea. R=-vtlROUP Palo Alto Fire 2445 Steve De La Montanya 10941 Weaver Avenue So EI Monte,CA 91733 707-529-7522 250 Hamilton Ave. Palo Alto,CA 94,30 Narc Muzzi Parent Job 2445650-329-2319 VIN Number Itemnumber Description Note:"Auto-Eject"#20AMP,with a Kusmaul #091-185-010 E-Z Mounting Plate w/LED Indicator light,w/ White Cover. E.6320 SPECIAL: AUXILARY 12V DC SUB PANEL:Blues Sea ST Blade Split bus fuse block. Two isolated 6-circuit fuse blocks,w/negative bus. Configure:Constant hot,Ignition hot,Ground Locate:Mid level,of the streets ide bulkhead cabinet.(Above the Inverter area) E.6340 SPECIAL: DUAL ATTENDANT AREA PANELS:(NOTE:This panel and switches were relocated from standard location) PRIMARY PANEL CURBSIDE (ABOVE SQUAD BENCH)Refer to option #2270 -Dome lights on/off -3-way,lit Amber -Dome lights high/low,lit White -Exhaust fan,lit Amber -HVAC on/off-3-way,lit Blue -HVAC high/low,lit White -Heat/Coolon/on,lit Red/Blue -Interior cabinet lighting -3-way,lit Amber -02 outlet on isle facing surface E.6350 SPECIAL: SECONDARY 7 POSITION (CARBON FIBER)PANEL STREETSIDE (ACTION WALL) -Dome lights on/off -3-way,lit Amber (this was relocated from front cab console) -Above Attendant seat "Work Light",lit Amber -Suction,lit Amber -Electric 02,lit Green -Interior cabinet lighting -3-way,lit Amber -Inverter,lit Red A radio head cut out will be provided for a customer supplied radio head. E.6360 SPECIAL: AUXILLARY SWITCH PANELS: (Defeat Switches)(2)position Santex (Carbon Fiber Finish)panel (2)Locations -curbside rear door panel,&curbside wall @ side access door. Switch 1:Defeat Patient Dome Lights Switch 2:Defeat Curbside Scene Lights Switch 1:Defeat Patient Dome Lights Switch 2:Defeat Rear Scene Lights Refer to rints E.6370 SPECIAL: 12 VOLT OUTLETS: Furnish and install 12 volt outlets,duplex style for a total of 8 outlets,20 amp connections will be installed,with heavy-duty "cigarette lighter"style sockets. One (1)duplex will be installed in the attendant area under the control panel One (1)duplex will be installed in attendant area on back wall near the left end Two (2)duplex's will be installed in the A9 cabinet adjacent to the 11OVoutlets. I!!A "Shottky"isolator will be provided for all outlets. Terminations will be labeled "12 VDC 20 Amps" E.6380 SPECIAL: 2445 2017 Database 6/5/2019 Page 19 of 27 Palo Alto Fire 2445IIb~!!!!~~r.z.",,--v6ROU P Steve De La Montanya 10941 Weaver Avenue So EI Monte,CA 91733 707-529-7522 250 Hamilton Ave. Palo Alto,CA 94,30 Narc Muzzi ParentJob 2445650-329-2319 VINNumber Itemnumber Description BATTERY CHARGER: "Kussmaul""Autocharge 1200PLC Battery Charger and "Deluxe Remote Single Bar Graph Display"(Model #091-165-016) Locate:the charger in the cabinet behind the attendant seat. Locate:bar graph above the shore power inlet E.6390 SPECIAL: INVERTER: Vanner 20-1000TUL-DC 1000 watt inverter. Locate:next to the charger in the cabinet behind the attendant seat. E.6400 SPECIAL: MED VAULT NARCOTICS STORAGE: A Knox-Box Medvault flush mount wi flanges model #5502 WiFi enable shall be furnished and installed in the action wall area. See Print E.6410 SPECIAL: ENTRY DOOR FLASHING WARNING LIGHTS: Whelen LED Surface mounted LED marker lights. Locate on the lower outside door corner of each entry door. Configure:On when the door is open. E.6420 SPECIAL: SINGLE DOME LIGHT OPERATION: Isolate the dome light above the attendant seat and install a seperate switch in the switch panel. Legend to say "WORK LlGHr' 700 -ELECTRICAL AND MECHANICAL -STANDARD F. F.Air conditioning/heater,driver compartment switching control dash,OEM,w/prep for rear air. F.2 Air conditioning/heater,patient compartment evaporator,ducted central air,w/(filtered)air intake vent,and (7)AlC round louvers. Note:GM conversion kit. F.3 Air conditioning hose,shielded low loss,wedged on fittings,R134 (included w/F2) F.4 Heater hose,Nomex,Ford QVM (included w/F2) F.5 Tri-Battery system -(2)primary,and (1)emergency start,wI resettable circuit breaker,redundant battery system wiring and electrical components.Overhead console mounted LED Red indicator lamp and activation switch.Includes (1)battery under hood in OEM location,and (2)65 series batteries located in battery box. Note:See Item #7300 F.6 Shut Down Timer,with 5 min.delay activated via ignition switch. F.7 Wiring loom,Leader fabricated,hi temp SXL,color coded,number coded and function labeled,with split loom wire protection F.8 Antenna wiring (2)RG58/>iU coax,roof location #1 &2 with ~tainle66 ~toel (Interior)acceS6 plat06, terminate in cab,inside center console. Note:See Item #7210 F.9 Power Exhaust vent,left rear,Cast Products exterior cover,interior louver round 2445 2017 Database 6/5/2019 Page 20 of 27 ··LERDiER_IeMER~ENC,Y VEH'CLES, R=.~ROUP Steve De La Montanya 707-529-7522 10941 Weaver Avenue So EI Monte,CA 91733 2445PaloAltoFire 250 Hamilton Ave. Palo Alto,CA 94,30 Narc Muzzi VIN Number ParentJob 2445650-329-2319 Itemnumber Description F.10 Remote door lock release,front grille. NOTE:Installation of Remote Door Lock Switch feature may increase the likelihood of unauthorized entry into vehicle.With this feature,purchaser further agrees to hold Leader Ind.or chassis manufacturer harmless for any loss of vehicle or contents caused by unlawful access.(Customer has the option to Delete this feature) Note:Relocate to the upper left side of the rear Cast license plate housing. F.11 Reverse activated (rear)loading lights F.12 12 Volt High Flow Water Pump,improves water flow to patient compartment heater. F.13 Braided ground strap located between engine and chassis. 7000 -ELECTRICAL AND MECHANICAL -OPTIONS F.7000 F.7110 Power door locks for exterior compartment doors.(Except Battery Compartment door). F.7210 SPECIAL: K-794 ANTENNA BASES AND LEADS: Furnish and install four (4)"Antenna Specialists"K-794 antenna bases,with 35 feet coaxial cable. Antenna bases will be mounted to roof of module. Terminate @ Radio locations One (1)in the front console One (1)cab bulkhead wall behind the drivers seat. Two (2)in the power distribution inverter cabinet F.7220 SPECIAL: INSTALL CUSTOMER SUPPLIED CRADLE POINT: Install customer provided CradlePoint IBR900 Install customer provided antenna multi-band antennas (2)Components will be installed with properly sized fused or circuit breaker protected electrical harnesses.Components will also be installed per manufacturer's guidelines.Exact mounting locations to be discussed during pre-construction conference F.7250 SPECIAL: FLASHLIGHTS: Furnish and install two (2)Pelican®Fire Vulcan®#3715 LED in the cab area. Flashlights will include 12VDC chargers Body color will be yellow Exact mounting location will be determined at pre-construction conference. F.7260 SPECIAL: BATIERY JUMPING RECEPTACLE/CABLES: Provide a heavy duty battery tow-truck style Charging(jumping (RED)receptacle. The receptacle shall be securely mounted @ the rear of vehicle,and connected directly to the vehicles cranking batteries. Each ambulance unit shall be provided with one set of battery cables. Cables will be 25 feet long,siamesed,with 1/0-gauge conductors.One clamp shall be red and the other clamp black. The cables will be terminated with a plug that matches the furnished receptacle on one end and with standard BOO-ampclamps on the other. F.7270 SPECIAL: 2445 6/5/2019 Page 21 of 272017Database ··LE',RD!ER _EMERDENCY VEH'CLES, R'=~ROUP Palo Alto Fire 2445 Steve De La Montanya 10941 Weaver Avenue So EI Monte,CA 91733 707-529-7522 250 Hamilton Ave. Palo Alto,CA 94,30 Narc Muzzi Parent Job 2445650-329-2319 VIN Number Itemnumber Description RADIO INSTALL: City will provide two-way radio communication system to be installed during the production process.Radio system will consist of two (2)radios. Radio #1:will be a Motorola XTL 2500 with dual remote control head. Radio chassis located on bulkhead wall behlnd drivers seat Locate Head #1 in the front console. Install provided cable from radio chassis to front radio head. Install cab speaker on the bulkhead walll above the drivers seat with wire run to radio chassis. Locate Head #2 in the rear attendant panel. The speaker for the rear radio will be located below the radio under the attendant panel with the speaker wire connected to the radio head. Radio #2:will be a Motorola XLT drop in radio,located in the front console. Cab Speakers for the radios will be located on the bulkhead wall behind the drivers seat with the speaker wire connected to the radio. NOTE:Leader to install (customer supplied)radio hardware only,final connections will be done by Palo Alto FD. F.7290 SPECIAL: Install David Clark Intercom System with the following components: (1)U3800 18745G-01 Master Station,12 to 24VDC (1)U3805 40135G-01 Radio Cord Junction Module (1)U3811 18932G-01 Radio Interface Module/Headset Station (1)U3815 40136G-01 Radio Interface/Headset Station (3)C38-2518747G-01 Jumper Cord -25 ft. (1)C3820 18748G-01 Power Cord -20 ft. (3)C3821-05 18747G-47 Cord,20 ft.,Radio Interface Module to U3805 (1)C38-21 RD118747G-48 Cord,20 ft.,Radio Interface Module to Motorola XTUAPX (2)H3492 40608G-01 Over-the-Head,Single Ear,6 ft ext.Coil Cord,Mic On/Off (1)U9922-G38 40995G-01 Gateway,3800 (includes 1 each Whip Antenna) (1)U9910-BSW 40992G-01 Belt Station,VOX (1)H9940 40991G-01 Headset,Behind-The-Head (1)A99-14CRG 41034G-02 Charging Unit,4-Bay (1)C99-14AC1 41090G-14 Power Cord Kit,Charger (110VAC) (2)40688G-90 Battery Pack,Lithium Polymer Exact connections and layout will be determined at preconstruct conference. F.7300 SPECIAL: Modify E-Start Circuit: Emergency Start Circuit to be wired without the locking feature.Customer requesting that the E-Start feature only engage when the momentary switch is held in the on position,this will activate the Red E-Start indicator lamp and will stay lit until manually re-set.This requires replacing the locking Rocker switch with a momentary Rocker switch labeled "EMERG STARr'. NOTE:This will be a Quad System ILO the standard Tri System. NOTE:Replace the emergency start batteries (2)with DELCO Group 31/900CCA 800 -OXYGEN SYSTEM -STANDARD G. G.Aspirator,action wall area,SSCOR 22000,flush mount panel and gauge w/SIS Canister Holder. G.2 Vacuum pump,12V,w/vent tube to exterior.Locate inside A6 cabinet. 2445 2017 Database 6/5/2019 Page 22 of 27 Palo Alto Fire 2445··LERDiER_EMEFtOENCYVEHICLES, .~-v6ROUP Steve De LaMontanya 707-529-7522 10941WeaverAvenue So EIMonte,CA 91733 650-329-2319 VIN Number250HamiltonAve. PaloAlto,CA 94,30 NarcMuzzi ParentJob 2445 Itemnumber Description G.3 Oxygensystem,Amico Ohiostylequickrelease,(3)outlets,(2)in actionwallpanel,(1)on wall above squadbench@ headend G.4 llCO Main02 Bracket-Locatein M1 exteriorcompartment.Capableof holdingeither"M"or "H"tank Note:Seeitem#8400 SETfor "M"Cylinder G.5 Oxygenwrench,fasten cabletowall by oxygenbottle. 8000 -OXYGEN SYSTEM -OPTIONS G.8000 G.8101 ElectricswitchedOxygenwith digitalreadout,replacesmanualsystem,includesmanualby-pass. G.8400 SPECIAL: llAMATIC AUTOLOAD: Supplyandinstallliamatic Model#QR-OTSR-Uoxygenbottleloadingdevice. Locatein M1ExteriorCompartment. 900 -HARDWARE -STANDARD H. H.Seatbelts IMMI-PER4MAX,(3)4-point restraints,(2)for squadbenchattendants,and (1)for CPR attendant.(2)sets of lapbeltsto securepatientto squadbench. H.2 I.V.holders,(2)positions,#1 ,Cast Products#A20-14flushmount,polishedaluminum. H.3 Module(interior)accessdoor grabhandles,(3)Anti-Microbial1-1/2"diameterstainlesssteel satinfinish, angledgrabhandlesmountedon moduleaccessdoors. H.4 CeilinggrabrailAnti Microbial,centermOlolnted,stainlesssteel,satinfinisl:l1 1/2"diameter,72"lengtl:l. Note:See Item#9330 H.5 Doorsills,(rear),brightstainlesssteel,wlramp edge,(side)brightstainlesssteel sill 1 1/2"x 21/2" H.6 Net,Frontend of squad bench,4 ancrafasteners,(1)rachet,Black1 1/2"webbing H.7 FireExtinguisher,ABC,51b,wI quickreleasebracket. Quantity(2)ship loose. 9000 -HARDWARE -OPTIONS H.9000 H.9160 Sharpspocket,curbside wall,(1),Leaderstyle,for Sage#R1002,brightstainlesssteel. Note:See Item#2280 H.9300 SPECIAL: ZICOSCBA MOUNTINGBRACKETS: Fumishandinstalltwo (2)ZiamaticWalkawayKD-UH-6-SFCHSSCBAin M3ExteriorCompartment. Referto rints 2445 2017 Database 6/5/2019 Page23 of 27 ··LERDiER_EMEORDENC.YveHICLES R...:.-v1u~oup Steve De La Montanya 707-529-7522 10941 Weaver Avenue So EI Monte,CA 91733 Palo Alto Fire 2445 650-329-2319 VIN Number250HamiltonAve. Palo Alto,CA 94,30 Narc Muzzi Parent Job 2445 Itemnumber Description H.9310 SPECIAL: GEAR HOOKS: Provide two (2)stainless steel hooks mounted on the inside of the M3 exterior compartment doors to facilitate hanging fire helmets. H.9320 SPECIAL: GRAB BARS ADDITIONAL: QUANTITY:3 -Anti-Microbial,stainless steel,satin finish 1-1/2"diameter,12"length. A straight grab bar will be mounted inside of each rear door. A straight grab bar will be mounted inside of the curbside entry door. H.9330 SPECIAL: CEILING GRAB BARS ILOS:anti-microbial Provide two (2)1-1/4"stainless steel rails,approximately 96"long, Locate:16-18"each side of module centerline. H.9340 SPECIAL: PAC TOOL BRACKETS:Furnish and install "PAC"brand tool mounts. One (1)set for married irons One (1)for pick head axe. Exact locations for tool mounts shall be determined during pre-construction conference. H.9350 SPECIAL: ANCRA FASTENER TRACK: Install a 24"long piece of ancra track on the back wall,left side of the extended attendant area. Note:Include 2 locking clips with 1"steel rings attched. H.9360 SPECIAL: CUSTOM ALUMINUM TRASH CAN: Provide one (1)large aluminum waste container. The container will be located in the biowaste enclosure described above. Provide finger holes or mechanisim to lift container from storage area. H.9370 SPECIAL: UNDER BENCH "D"CYLINDER STORAGE: Storage for three (3)D sized oxygen cylinders as shown on drawing. (3)ZICO "D"Cylinder brackets (strapless horizontal mount)#QR-D-3/H Refer to rints H.9390 SPECIAL: LEADER STYLE UNIT ID BRACKETS WITH DROP IN PLATES: Fabricated and installed Quantity:Two pairs per unit. Locate:Module front and on the rear of the module. Plates and holders will be fabricated from sheet metal and paint matched to the body color. Note:Refer to option 11270 1000 -PATIENT HANDLING EQUIPMENT -STANDARD I. I.Cot fastener,ferno #185 (Medium 9(3")Stat TraGfastening system.(Center Position) (CompatiBlo ',..,itl'l35A,35 series,93 serios,and Power flexx Cots,Cots must Be upgraded te StatTrae eompatiBility.) Note:See Item #10061 10000 -PATIENT HANDLING EQUIPMENT -OPTIONS I.10000 2445 2017 Database 6/5/2019 Page 24 of 27 Palo Alto Fire 2445··LERD:ER_EMa;RtiIIENC,Y'VE:H'CLa;S. R=-vtROUP Steve De La Montanya 10941 Weaver Avenue So EI Monte,CA 91733 707-529-7522 250 Hamilton Ave. Palo Alto,CA 94,30 Narc Muzzi Parent Job 2445650-329-2319 VIN Number Itemnumber Description I.10036 (2019)Cot,Stryker #6506 POWER-PRO XT (Select Below) I.1 Basic Cot:(Build to customer spec) Includes: -Standard Components -Patient Right Cot Retaining Posts -3 yr.X-Frame Powertrain Warranty -2 yr.Bumper to Bumper Warranty (Extended warranties are available) -Dual Wheel Lock -Standard Fowler -(No Power or Performance Load Compatibility) Note:See Item #10400 I.10061 (2019)Cot fastener,Stryker Power Load #6390-000-000 wI floor plate.(Meets SAE J3027) (Cots must be upgraded to Power Load compatibility.) (Wheel Guide Option #10062 is Mandatory on Type II Vehicles) I.10400 SPECIAL: COT OPTIONS: -#6506-034-002 Dual Power-LOAD and Performance-LOAD Compatibility -#6500-315-000 (3)Stage IV Pole (patient right) -#6500-241-000 Fowler Oxygen Bottle Holder 1100 -PAINT,BODY AND GRAPHICS -STANDARD J. J.An acrylic urethane paint process is required on the module body. J.2 Emblems,Leader front fenders,rear doors,no smoking labels,ETC. 11000 -PAINT,BODY AND GRAPHICS -OPTIONS J.11000 J.11070 REAR "CHEVRONS"FLAT REAR SURFACES,INCLUDING DOORS: RedlYellow "Chevron"striping,6"wide in an upside down "V"pattern. Fluorescent Yellow Green,3M Diamond Grade Conspicuity #983-23 Electro Cut Red Translucent 3M #1172 J.11200 SPECIAL: CAB AND MODULE BODY TO BE PAINTED SAME COLOR. "Wildfire Red"Pierce #356 BIC (Sikkens Autocoat BT LV base coat FLNA30331). HE J.11210 SPECIAL: ANODIZED FINISH:All unpainted,exterior aluminum parts will be anodized after fabrication. This will include the following: 1-Cab running boards. 2-Four module comer guards. 3-Rear risor 4-Rear bumper flip section and cover caps J.11220 SPECIAL: 2445 2017 Database 6/5/2019 Page 25 of 27 Palo Alto Fire 2445"·LE,RDER_EMeROENCY VEHICLES. R=---vhROUP 650-329-2319 VIN NumberSteveDeLaMontanya 10941 Weaver Avenue So EI Monte,CA 91733 707-529-7522 250 Hamilton Ave. Palo Alto,CA 94,30 Narc Muzzi ParentJob 2445 Itemnumber Description CUSTOM BELTLINE STRIPE:Reflective Vinyl. 3M brand White Scotchlite™1"-6"-1"style wide reflective tape will be installed on both sides of cab and module,and on rear of module. Refer to previous leader built to units. (price included on #11230) J.11230 SPECIAL: GOLD LEAF 24kt LETTERING:"SIGN GOLD" ·Genuine gold leaf lettering will be furnished and installed. ·Gold Leaf wI Black Border &Shadow wI White Pin Outline ·A minimum of 154 letters will be provided. Module Front: "PALO ALTO FIRE DEPARTMENT"5"Straight Module Curbside: "PALO ALTO" "FIRE DEPARTMENT" Module Streetside: "PALO ALTO" "FIRE DEPARTMENr' 7"Straight 7"Straight 7"Straight 7"Straight Module Rear: "PALO ALTO"4"Straight "PARAMEDIC"4"Straight NOTE:Lettering to be on Red Conspicuity Back Ground Module Doors: "PALO ALTO"3"Arched around door emblem. "FIRE DEPT"3"Straight below door emblem. Other Lettering: Locate in the white beltline stripe (streetside &curbside). "PARAMEDIC""4"Straight Refer to Photos of Previous Unit J.11240 SPECIAL: DOOR SEALS: ·Two (2)Palo Alto Fire Department door seals shall be furnished and installed. ·These seals will also have genuine gold leaf. (price included on #11230) J.11250 SPECIAL: GOLD LEAF LAMINATION (ROCK &CHIP GUARD): All gold leaf lamination will be guaranteed free from peeling and defects for a period of not less than three (3)years. (price included on #11230) J.11260 SPECIAL: STAR OF LIFE: Provide a 48"Star of Life decal on roof. Blue Reflective Scotch lite wI White borders &Snake: NOTE:Application:overlay,3M Blue Scotchlite over3M White Scotchlite (price included on #11230) J.11270 SPECIAL: UNIT NUMBERS:3M Scotch lite brand reflective lettering will be applied to Leader Supplied unit 10 plates. Color will be reflective white with back shading. Size to be scaled to fit plates. Unit #s to be provided at pre-construction conference. (price included on #11230) 2445 2017 Database 6/5/2019 Page 26 of 27 ··LEiRDER _EMERtilENCY VEHtC'LES. ~-v"GROUP Steve De La Montanya 707-529-7522 10941 Weaver Avenue So EI Monte,CA 91733 Palo Alto Fire 2445 650-329-2319 VIN Number250HamiltonAve. Palo Alto,CA 94,30 Narc Muzzi ParentJob 2445 Itemnumber Description PLEASENOTE CHANGE ORDER CHARGESAND FEES:After Confirmation,Prior to Engineering Change Fee is $50 Per Item,Plus Option Cost After Confirmation,After Engineering Start Change Fee is$100 Per Item,Plus 150%Option Cost After Confirmation,After Production Start Change Fee is$100 Per Item,Plus 200%Option Cost 2445 2017 Database 6/5/2019 Page 27 of 27 PaloAltoF.D.2019 96"X 169"HEV Module on Chevy Express 4500 Gas,72"Headroom 120 V.20Anp. Auto Eject Shoreline with Kussmaul Easy mouming plate (091-185-010)with LED light Red Marker Light wi Chrome housing LED Strip lights(2)per compartment Intersection light CODE m-45 BZR RedLED ~~~===:;:-I--""__ (W/Flange) ZiamaticCLEARCLEARCylinderloaderCOMPTINSIDEINSIDEINSIDEPENINOPENINWIDTHHEIGHTDEPTHWIDTHHEIGHT M1 22.05 61.59 20.36 18.25 60.63 M2 47.57 41.50 20.36 45.28 38.37 M3 37.44 63.76 20.36 32.09 60.63 Drawer 49.50 8.25 22.30 6.30 44.50 Hidden door lock swith Aluninum Wheels SCBA Storage .250 Brushed Aluminum plate ~~-I I ""\l Amber reflector SIS Fender SIS Rub RailVertical DividerAirHorncompressor with mesh guard T •Ii h PullOut traylmersection19.t Doo fiCODEm-45BZRRedLED r ace (W/Flange) Note:All dimensions are approximate and subject to change. VIEW:Streetside Exterior Date:Ma .-2019 LE-1 II~R;GROLP 96"X 169"HEV Module on Chevy Express 4500 Gas,72"HeadroomPaloAltoF.D.2019 Red Marker Light wi Chrome housing CODE Ill -79 SCENE LED ClearScene (JW Range) Interior access area wlDiamond plate close out 114"Window (Centeredbetween (2)4-pointseats) Red Back board storage wi 1 1/2"Strap wi quick connect clip Stair chair storage wi 1 1/2"Strap wi quick connect clip Stainless Steel (3)Delco Batteries on Rub Rail slide out tray (1) OEM Location Intersection light CLEAR CLEAR CODE01-45 BZR Red LEDCOMPTPENINOPENIN(W/Range)WIDTH HEIGHT M4 26.29 80.01 20.36 22.13 79.16 M5 22.13 68.66 M6 27.25 12.66 20.36 22.13 12.66 Intersection light CODE10-45 BZR Red LED~==~~~(W/R~g~M5 Amber reflector Aluminum Wheels Note:All dimensions are approximate and subject to change. VIEW:Curbside Exterior Date:Ma .-2019 LE-2 II~IE GROLP PaloAltoF.D.2019 10"Hx12"W Rig # bracket CODE mXP Lightbar LED 88"long All Red Lenses wi(2)clear lenses Lumbar Support \fIA1elenION T-series Red Super LED wi Clear lenses wi Chrome flange (Steady Burning) 96"X 169"HEV Module on Chevy Express 4500 Gas,72"Headroom OpticomLED G1T795H Clear Lens Amber Marker Lights (On Body) (W I Housing) Go Light #2020 mtL--_----tl--Remote Spot Light Velvac Mirrors 2020XG Wlite LED Running Boards lights (#20COCDCD) Dual Air Horns (Buell) Note:All dimensions are approximate and subject to change. VIEW:Front Exterior Date:Ma .-2019 LE-3 II~e GROUP Palo Alto F.D.2019 96"X 169"HEV Module on Chevy Express 4500 Gas,72"Headroom CODEill45BZR LED Brake light (WIrlflnlJP' CODE0185 BZR AMBER (WIRange) ReverseactivatedLoading CODEill Gear SceneLED (WIRange) CODE0185 BZR £<I.H~LlLJ.Lll LED (WIRange) CODE mNarrow i..-+-+--Stik LED #NASL847 CODEill 85BZR LED (WI Flange) Brake Light ALSO Recessed Cast Products License plate holder wI LED License Plate Lights wiRemote Door Release 10"H x 12"W --+-I--t--~Rig #bracketmm CODEill 65 BZRV ~ll-l--k--~up Gear LED ~~~~~~==»~x=«=~=~=»=x=«~==~~(W/R~g~ Turn signalAmber LED wi arrow (WIRange) Red reflector ",-,V'L,LJill65 Stop-TailRed LED (WIRange) CODE1065 SrnZA Turn signalAmber LED wi arrow (WIRange) LEADER Style Flip-up Step Bumper angle corners 30 Degrees (angle of departure minimum of 10 Degrees) Mud flaps wI leader plate Note:All dimensions are approximate and subject to change. Date:Ma .-2019 LE-4VIEW:Rear Exterior 96"X 169"HEV Module on Chevy Express 4500 Gas,72"HeadroomPaloAltoF.D.2019 Restocking S/SAntimicrobial 12"GrabBar Locking Drug compartment KNOX 5502 Drug Vault. Central Air A/CAccess wI NC intake Hinged wood door wI non locking "D" ring latches wI (1)Adj.shelf IIIIIII ----------------~ LED Strip Lighting (Inside ALL Cabinets) Positive lach devices on ALL storage cabites with plexiglas sliding windows itA':"t ,4~mont or Area Grey Dri -Deck inside ALL cabinetsWhiteGlossLaminateNote:All dimensions are approximate and subject to change. II~R::.GROUPDate:Ma .-2019 LE-5VIEW:Streetside Interior Palo Alto F.D.2019 96"X 169"HEV Module on Chevy Express 4500 Gas,72"Headroom WIseAttendant seat sewn on swivel base wI 4 -Point restraint wI sliding track wI Leader logo w/Child Seat Access to power distribution wI locking Chrome "0"ring latch (LED Strip light door activated) "Jfrap around" corner padding \f\.k)od doors wI NON locking Chrome "0"ring latchesNOTE: (2)12 Volt Outlets 110V LED Strip lighting Open Crawl Through Cab NOTE: (2)12 Volt Outlets (2"above shelf) Additional 110 V.Outlet (33"from M6 floor) Inverter/Charger Storage Access wi removable wood door w/1/4"-20 truss machine screws \f\.k)oddoors wI NON locking Chrome "0"ring latches Sliding plexiglass window w/(1)adjustable shelf (12"fromfloor) LED Strip lighting Note:All dimensions are approximate and subject to change. VIEW:Bulkhead Interior II~15 GROUPDate:Ma .-2019 LE-6 96"X 169"HEV Module on Chevy Express 4500 Gas,72"HeadroomPaloAltoF.D.2019 Oxygen Outlet 3/8"Recessed Plexsiglas doors w/ Chrome "0"ring latches15min.Restocking Main SwitchesCargonet (Black)S/SAntimicrobial 12"Grab Bar Electric door lock switch (wired to OEM) (3)Z"lCO "D"size cylinder holder inside S/SAntimicrobial Squad bench 12"Grab BarTopdropTrash and Sharps Containers S4GE LED \"IIklllight JJlhelen lanp LED Door light (Flashing)S /SAntimicrobial Grab Bar DomemidScene Defeat switches Note:All dimensions are approximate and subject to change. II~eo GROUP Date:Ma .-2019 LE-7VIEW:Curbside Interior Palo Alto F.D.2019 96"X 169"HEV Module on Chevy Express 4500 Gas,72"Headroom Primary Panel (Curbside) Switch Panel<, SWITCHES A=PATIENT DOME ON/OFF 3 WAY -LIT AMBER LED B=DOME HI-LO,ONION -LIT VVHITE LED C=BLANK D=EXHAUST VENT ON/OFF -LIT AMBER LED E=BLANK F=PATIENT HEAT lAIC ON/OFF 3 WAY -LIT BLUE LED G=AlC FAN HI-LO ONION -LIT VVHITELED H=AlC HEAT/COOL -LIT RED I BLUE LED 1=COMPARTMENT LlGHTS-3-WAY -LIT WHITE LED J=BLANK Note:All dimensions are approximate and subject to change. VIEW:Curbside Swicth Panel hrawn By:Jorge M.Date:May.-2019 LE-7 A _III~ 96"X 169"HEV Module on Chevy Express 4500 Gas,72"HeadroomPaloAltoF.D.2019 LED Strip Lighting Time Manager (Relocated) Med Storage (2)hinged Plexiglass doors wiChrome "D"ring latches SIS Antimicrobial Grab Bars DomeandScene Defeat switches Electric door lock switch (wired to OEM) Red Reflective 3M Conspicuity #983-72 Whelen lanp LED Door light (Flashing) Note:All dimensions are approximate and subject to change. II~,...GROUPDate:Ma .-2019 LE-8VIEW:Rear Interior PaloAltoF.D.2019 96"X 169"HEV Module on Chevy Express 4500 Gas,72"Headroom Re -inforce for MDT Bracket Mount (Check Dimensions) Top and Right side MotorolaAPX 7500 Dual Port USB Chargers Go Light control head V\h1elen295 HFSA-7 Ca.Spec. wi Remote Amp.Adjustable openmapboxslots. Powder Coated Steel ~~~(3)Portable Radio Chargers Note:All dimensions are approximate and subject to change. VIEW:Cab Console.Date:Ma .-2019 LE-9 PaloAltoF.D.2019 96"X 169"HEV Module on Chevy Express 4500 Gas,72"Headroom Hinged wood doors wi Chrome ''D''ring latches wi (2)evenly spaced adj.shelves ANCRATrack Oxygen Outlets LEDStripLighting SSCOR Suction Extended Counter Top. Additional 110 V.Outlet SSCOR Suction wi SIS canister holder Electric 02 mth Digital Monitor Emergency BypassNOTE: (2)12 Volt Outlets VIEW:Switch Panel SECONDARYPANEL A=DOME ON 31f1J..Y-LITAMBER LEDB=BLANK C=VvORK LIGHT-LITVvHITE LED D=SUCTION -LITAMBER LEDE=ELECTRIC OXYGEN -LIT GREEN LED F=COMPARTMENT LIGHTS 'J.IflJ..Y-LITAMBER LED G=INVERTER-liT RED LED Inverter Status panelo 110 V.Oulet NOTE: (2)12 Volt Outlets Leave room for radio charger Note:All dimensions are approximate and subject to change. Date:Ma .-2019 LE-10 Palo Alto F.D.2019 96"X 169"HEV Module on Chevy Express 4500 Gas,72"Headroom Stryker Power Load Cot Fastener System 10"Recess\/'\\~~~~\\\'\////E\~l 13-1/2"I;~~3'l ~~ ~h'~~/E~:~~Wse =-~------..---~-----1 ----Seat 0 ~IClIIL •• ~~~ ~1\0 1 eJ;;/\~J ~~ IlL ~==[-------}~./-:-. :0 I ".r-.J/ /~Sharps Container HingedAluminum laminatedKendall8507SA (L #04-011)with Door wi 2-w~catch Powder Coated Steel Turn latch Map Storage bN Trash Container Custom aluminum container Note:All dimensions are approximate and subject to change. II~rs:GROlP VIEW:Overhead Floor Date:Ma .-2019 LE-11 PaloAltoF.D.2019 96"X 169"HEV Module on Chevy Express 4500 Gas,72"Headroom IV Hook Position 1 (8)1fhelen LED Dome Lights ------------------Tr----------~-------------- "I"I"IIIIIIIIIIII_______~l _ ,---------, IIIIIIIIII_1 ~ IV HookPosition3 CIS mreless Antenna Lead(2)118"SIS Antimicrobial Grab Bars Isolate this Dome light with Separate Switch IIIIIIIIIII II--L--------- IIIII I I CIS Lead withAPX (Donot alter) (4)Antenna Leads wi Coverplates Note:All dimensions are approximate and subject to change. VIEW:Cab Ceilin .Interior.Date:Ma .-2019 LE-12 II~e GROUP 96"X 169"HEV Module on Chevy Express 4500 Gas,72"HeadroomPaloAltoF.D.2019 Map lights Red I White LED Digital smart Amp.Meter Digital smart Volt Meter wI Low voltage alarm Emergency Start Re-Set eODEm TrafficAdvisor Control VIEW:Overhead console &Sw'S SWITCHES A PRI-SEC-LIT RED!AMBER LED (SIREN ACTIVATED PRIMARY ONLy) B.HEAD LIGHT FLASER -LIT CLEAR LED C.BLANK D.BLANK E.BLANK F.BACK UP ALARM-RESET TYPE-MOM.ON (NON LIT) G.LEFT SCENE V'v1-IITELIT LED H.REAR SCENE V'v1-IITELIT LED I.RIGHT SCENE \M-UTE LIT LED J.PATIENT DOME 3-WAY -LIT AMBER LED K PATIENT HEAT NC 3-WAY -LIT BLUE LED L.LOAD MANAGER M.MASTER ON -GREEN LIT LED N.DIMMER KNOB O.EMERGENCY START,ON-OFF MOMENTARY SWITCH PILOTUGHTSP.PILOT LIGHT -EMERGENCY START RED LED Q.PILOT LIGHT -MASTER ON GREEN LED R.PILOT LIGHT -DOOR OPEN RED LED S.PILOT LIGHT -COMPo OPEN AMBER LED T.PILOT LIGHT -PARKING BRAKE RED LED U.PILOT LIGHT -LOW VOLTAGE AMBER LED Note:All dimensions are approximate and subject to change. Date:Ma .-2019 LE-13 PaloAltoF.D.2019 96"X 169"HEV Module on Chevy Express 4500 Gas,72"Headroom 32" ~c--------r-,....-,-I---------IT 1 111 I----------F-I---==j I 1 1 I ,-------~-I-- I 1 1 I -1---_-----1--+--------+--1-----1 I I 1 1 1 ,/'h /!----~~!\-------r-r ~I I.8".1 V I.8".1 SCBA mounting brackets Note:All dimensions are approximate and subject to change. -enN VIEW:SCBAPlates and Unistrut Detail~brawn By:Jorge M.Date:May.-20191LE-14 I U~ H9940 eEl §l r::::::::::=Jg8g~;D C38-21RDl J RADI~ ., V6\,lo A \+0 ~ 5-C7-(£1 ., C3821-05C3821-05 ,__Ol U992Z-G38 Made In USA A99-14CRG Q .,•c::::::l [==:J•.c:.sbJ.cD _-:='::-IWI I4-Bay 12V DCCharger C99-14ACl ...... ", 3 Position Hvbrid Intercom System Prepared for Leader Project:Palo Alto e ~VDC) ~-~--~---[C=~C3~B~20~~---)---- I ~ri-.®Darid Clark.COMPANY.-r:-~.INCORPORATED i MH05/10/19 .1 PAINT AND GRAPHICS LAYOUT ONLY PAINT AND GRAPHICS LAYOUT ONLY PAINT AND GRAPHICS LAYOUT ONLY "This Purchase Order is issued under NJPA contract # 120716-NAF.# 0010 Chevy Ambulance 1 EA 262,810.75 262,810.75 New Chevy Express Commercial (CG33803) 4500 w Leader Emergency/Ambulance Body for FIRE new unit 6049 (replaces 6045) - FIRE new unit 6052 (replaces 6046) - FIRE Contractor shall handle DMV registration PROJECT MANAGER: Raul Juarez 650-496-6945 0020 tire fee 9 USD 1.00 8.75 0030 delivery fee 700 USD 1.00 700.00 0040 inspection 1,200 EA 1.00 1,200.00 0050 Chevy Ambulance 1 USD 262,810.75 262,810.75 Vendor Address National Auto Fleet Group Chevrolet of Watsonville 11000 SEPULVEDA BLVD. MISSION HILLS CA 91345 Tel: 855-289-6572 Fax: 831-480-8497 Bill To: City of Palo Alto Account Payable P.O.Box 10250 Palo Alto, CA 94303 Ship To: Equipment Management Division City of Palo Alto 3201 East Bayshore Road Palo Alto CA 94303 Item Material/Description Quantity UM Net Price Net Amount ______________________________________ Assistant Director, Administrative Services Department THIS P.O. IS SUBJECT TO THE TERMS AND CONDITIONS STATED BELOW AND ON THE LAST PAGESPECIFICATIONS - Any specification and /or drawings referred to and/or attached hereto are expressly made a part of this Purchase Order.DELIVERY - Please notify the City promptly if delivery cannot be made on or before the date specified. If partial shipment is authorized, so indicate on all documents. Complete packing lists must accompany each shipment. INVOICE - A separate invoice is required for each order. Send to address indicated above. City of Palo Alto Purchasing and Contract Administration P.O.Box 10250 Palo Alto CA 94303 Tel:(650)329-2271 Fax:(650)329-2468 Purchase Order P.O. NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES, SHIPPING PAPERS AND CORRESPONDENCE PERTAINING TO THIS ORDER PO Number 4520000113 Date 09/11/2019 Vendor No.106758 Payment Terms Payment Due 30 days FOB Point F.O.B. Palo Alto Ship via Vendor to ship best method Required Date 12/07/2020 Buyer/Phone Saira Cardoza / 650-329-2327 Email Saira.Cardoza@CityofPaloAlto.org DELIVERIES ACCEPTED ONLY BETWEEN 7:00 AM & 3:00 PM UNLESS OTHER ARRANGEMENTS ARE INDICATED HEREIN Page 1 of 2 0060 tire fee 9 USD 1.00 8.75 0070 delivery fee 700 USD 1.00 700.00 0080 inspection 1,200 USD 1.00 1,200.00 "This Purchase Order hereby attaches and incorporates into this Purchase Order the following attachments by reference as though fully set forth herein: - NJPA Contract # 120716-NAF - NJPA Contract # 120716-NAF # Pricing Sheet - RFP # 120716 - City of Palo Alto Purchase Order Terms and Conditions (Goods)" ------------------------- Sub-Total 529,439.00 Sales Tax 47,305.94 **** PRICE HAS BEEN QUOTED **** Vendor Address National Auto Fleet Group Chevrolet of Watsonville 11000 SEPULVEDA BLVD. MISSION HILLS CA 91345 Tel: 855-289-6572 Fax: 831-480-8497 Bill To: City of Palo Alto Account Payable P.O.Box 10250 Palo Alto, CA 94303 Ship To: Equipment Management Division City of Palo Alto 3201 East Bayshore Road Palo Alto CA 94303 Item Material/Description Quantity UM Net Price Net Amount ______________________________________ Assistant Director, Administrative Services Department Total 576,744.94 THIS P.O. IS SUBJECT TO THE TERMS AND CONDITIONS STATED BELOW AND ON THE LAST PAGESPECIFICATIONS - Any specification and /or drawings referred to and/or attached hereto are expressly made a part of this Purchase Order.DELIVERY - Please notify the City promptly if delivery cannot be made on or before the date specified. If partial shipment is authorized, so indicate on all documents. Complete packing lists must accompany each shipment. INVOICE - A separate invoice is required for each order. Send to address indicated above. City of Palo Alto Purchasing and Contract Administration P.O.Box 10250 Palo Alto CA 94303 Tel:(650)329-2271 Fax:(650)329-2468 Purchase Order P.O. NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES, SHIPPING PAPERS AND CORRESPONDENCE PERTAINING TO THIS ORDER PO Number 4520000113 Date 09/11/2019 Vendor No.106758 Payment Terms Payment Due 30 days FOB Point F.O.B. Palo Alto Ship via Vendor to ship best method Required Date 12/07/2020 Buyer/Phone Saira Cardoza / 650-329-2327 Email Saira.Cardoza@CityofPaloAlto.org DELIVERIES ACCEPTED ONLY BETWEEN 7:00 AM & 3:00 PM UNLESS OTHER ARRANGEMENTS ARE INDICATED HEREIN Page 2 of 2 CITY OF PALO ALTO GDS Rev. 06/22/2016 TERMS AND CONDITIONS OF PURCHASE PAGE 1 OF 3 ACCEPTANCE/AGREEMENT: City of Palo Alto (City) reserves the right to reject any and all quotations, to waive any informalities, and, unless otherwise specified by Seller, to accept any item in a quotation. By accepting or filing this Purchase Order (P.O.), Seller agrees to the terms and conditions herein which shall prevail over any inconsistent provision in any form or other paper submitted by Seller. All shipments or services performed shall be deemed to have been made pursuant hereto. No other terms are acceptable. This P.O., including all specifications and drawings, shall constitute the entire agreement between the parties unless modified in writing by City. CITY'S PROPERTY: Seller agrees that the information, tools, jigs, dies, or materials, and drawings, patterns, and specification supplied or paid for by City shall be and remain City property and shall be held by Seller for City unless directed otherwise. Seller shall account for such items and keep them protected, insured, and in good working conditions without expense to City. DELIVERY: The terms of delivery are as stated on the reverse side hereof. The obligation of Seller to meet the delivery dates, specifications, and quantities set forth herein is of the essence of this P.O. No boxing, packing, or cartage charge will be allowed unless authorized by this P.O. Deliveries are to be made both in quantities and at times specified herein or, if not, such quantities and times are specified pursuant to City's written instruction. Items not delivered may be canceled without penalty to City. Shipments in greater or lesser quantity that ordered may be returned at Seller's expense unless written authorization is issued by City. PRICES: The price which Seller charges in filling this P.O. shall not be higher than Seller's most recent quote or charge to City for such materials, supplies, services and/or installations unless City expressly agrees otherwise in writing. Notwithstanding the prices set forth the P.O. City shall receive the benefit of any general reduction in the price of any item(s) listed herein which may be made by Seller at any time prior to the last delivery of goods or services covered by this P.O. TERMINATION: City shall have the right to terminate this P.O. or any part thereof upon ten (10) days notice in writing to Seller. (1) Without Cause. City may terminate all or any part of this P.O. without cause. Any claim by Seller for damages due to termination without cause must be submitted to City within thirty (30) days after effective date of termination. (2) For Cause. If Seller fails to make any delivery in accordance with the agreed delivery date, delivery schedule, or otherwise fails to observe or comply with any of the other instructions, terms, conditions or warranties applicable to this P.O., City may, in addition to any other right or remedy provided by this P.O. or by law, terminate all or any part of this P.O. in writing without any liability of City with respect to Seller at any time during the term of this P.O. In the event of termination for cause, City may purchase supplies or services elsewhere on such terms or in such manner as City may deem appropriate and Seller shall be liable to City for any cost and other expenses incurred by City, which is charged to City. CHANGES: City shall have the right at any time by written notice via P.O. Change Order to Seller to make changes in the specifications, the quantity of items called for, delivery schedules, and requirements covering testing, packaging, or destination. Any claim by Seller for adjustment under this clause shall be deemed waived unless made in writing with then (10) days after receipt by Seller of notice of such change. Price increases or extensions of time for delivery shall not be binding on City unless evidenced by a P.O. Change Order issued by City's Purchasing Manager. INSPECTION: City shall have the right to inspect and approve or reject any materials, supplies, services and/or installations upon arrival of notice of completion prior to payment without regard to the manner of shipment, completion, or any shipping or price terms contained in this P.O. All materials, supplies, services and/or installations must be furnished as specified. (1) Defective, damaged, and nonconforming materials and/or supplies may be returned for credit or refund, at Seller's expense. City may charge Seller for all expenses of unpacking, examining, repacking and reshipping of such materials and/or supplies. (2) Defective, incorrect and nonconforming services and/or installations may be returned for credit or refund, at Seller's expense. All of the above notwithstanding prior payment by City. WARRANTY: Seller expressly warrants that all materials, supplies, services and/or installations covered by this P.O. shall: (1) conform to the specifications, drawings, samples, or other descriptions specified by City or if none are so specified, to Seller's standard specification or the standards of the ASTM or ANSI or other national standard organizations; (2) be new and unless specified to the contrary on the face hereof, will be free from defects in material and workmanship and will be free of all liens and encumbrances and will conform to any affirmation of facts made on the container or label; (3) be adequately contained, packaged, marked, labeled and/or provided in compliance with all applicable federal and state laws and regulations (including materials deemed hazardous); (4) be performed within the rules and regulations of the Occupational Safety and Health Act of 1970 (as amended); (5) be produced or transferred or disposed of as required by federal and state laws and regulation under the conditions of the Toxic Substances Control Act; the Hazardous Materials Control and Hazardous Waste Regulations; and other toxic laws and programs. Seller further expressly agrees to protect, indemnify, and hold harmless City, its employees and agents for any loss, damage, fine, liability, fee (including reasonable charges and fees) or expense arising in connection with or resulting from Seller's failure to furnish materials or supplies or perform services that conform with any warranty contained herein. (6) have good marketable title. GOVERNING LAW: This P.O. shall be governed by the laws of the State of California. INDEPENDENT CONTRACTOR, INSURANCE: Seller certifies, by acceptance, that he/she is an independent contractor. Seller shall protect, defend, and indemnify and hold City harmless against all damages, liability, claims, losses and expenses (including attorney's fees) arising out of , or resulting in any way from Seller's negligence in providing the goods or services purchased hereunder or from any act or omission of Seller, its agents, employees, or subcontractors, Seller shall maintain such public liability insurance, including contractual liability, automobile and general public liability, (including non-owned automobile liability) Worker's Compensation, and employer's liability insurance as well adequately protect City against such damage, liabilities, claims, losses, and expenses (including attorney's fees). Seller agrees to submit certificates of insurance, evidencing its insurance coverage when requested by City. EQUAL OPPORTUNITY CLAUSE: By acceptance of this P.O., Seller certifies it is in compliance with the Equal Opportunity Clause required by Executive Order 11246, as amended, and the Palo Alto Municipal Code, as amended, including Affirmative Action Compliance Programs for Veterans; Handicapped; and Minority Business, and other equal opportunity programs. FORCE MAJEURE: City may delay delivery or acceptance occasioned by causes beyond its control. Seller shall hold such materials, supplies, services and or installations at the direction of City and shall deliver them when the cause affecting the delay has been removed. City shall be responsible only for Seller's direct additional costs in holding the goods or delaying performance of this P.O. and City's request. Seller shall also be excused if delivery is delayed by unforeseen events beyond its reasonable control, provided Seller notifies City as soon as they occur. City may cancel this P.O. if such delay exceeds thirty (30) days from the original delivery date. Seller shall use its best efforts to grant preference to this P.O. over those of other customers, which were placed after this P.O. AUTHORITY OF AGENT OR FACTOR: Seller represents that, whenever it executes this P.O. on behalf of a third party as an agent or factor, it shall disclose the existence of the agency or factor relationship to City. Seller shall be deemed to have the legal authority to enter into this P.O. with City on behalf of the third party. INTERPRETATION OF CONTRACT DOCUMENTS: In the event of a conflict between the terms of this P.O. and the attached specification with respect to any obligation of Seller, the provision which impose the greater obligations upon Seller shall prevail. CITY OF PALO ALTO GDS Rev. 06/22/2016 TERMS AND CONDITIONS OF PURCHASE PAGE 2 OF 3 ENVIRONMENTALLY PREFERRED PURCHASING REQUIREMENTS: Seller agrees to comply with the City's Environmentally Preferred Purchasing Requirements. (1) Hazardous Waste: Seller shall take-back all spent or otherwise discarded hazardous products sold to the City by the Seller if the spent or discarded products are classified as hazardous or universal wastes by State or Federal regulations. Seller shall provide convenient collection and recycling services (or disposal services if recycling technology is unavailable) for all universal wastes, which originate from the Vendor. Hazardous waste manifests or bills of lading must be provided to City staff upon request. Recycling and reuse of hazardous wastes must occur within the United States. Universal waste lists and information are available www.dtsc.ca.gov/HazardousWaste/UniversalWaste/. A hazardous waste list is available at http://www.calrecycle.ca.gov/LEA/Training/wasteclass/yep.htm. Additional information can be obtained by contacting the City of Palo Alto Hazardous Waste Department at (650) 496-6980. (2) Zero Waste and Pollution Prevention: Per Palo Alto City Council policy, the City is targeting to achieve Zero Waste by 2021. The City must also meet Municipal Regional Stormwater Permit requirements requiring no visible impact from litter via stormdrains by 2022. To that end the vendor, manufacturer and or contractor must individually or collaboratively comply with the waste reduction, reuse and recycling requirements of the City's Zero Waste and Pollution Prevention Programs. Seller acknowledges and agrees that if Seller fails to fully and satisfactorily comply with these requirements, the City will suffer, as a result of Seller's failure, substantial damages which are both extremely difficult and impracticable to ascertain. Therefore, the Seller agrees that in addition to all other damages to which the City may be entitled, in the event Seller fails to comply with the below requirements Seller shall pay City as liquidated damages the amounts specified below. The liquidated damage amount is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer as a result of such non-compliance. Sellers shall adhere to the standard that all printed materials provided to the City that are generated from a personal computer and printer including, proposals, quotes, invoices, reports, and public education materials shall be double-sided, printed on a minimum of 30% post-consumer content paper or greater unless otherwise approved by the City's Environmental Services Division (650) 329-2117. Materials printed by a professional printing company shall be a minimum of 30% post-consumer material or greater and printed with vegetable based inks. Liquidated damages of $30 per document will be assessed by City for failure to adhere to this requirement. All paper packaging must be Forest Stewardship Council (FSC) Certified. All primary, secondary and shipping (tertiary) packaging be minimized to the maximum extent feasible while protecting the product being shipped. All primary, secondary and shipping packaging shall be recyclable in the City's recycling program. A complete list of items accepted for recycling are found at www.zerowastepaloalto.org or by calling (650) 496-5910. If any portion is received that does not meet this requirement, liquidated damages of $235 or a minimum of $50 if the combined product and shipping cost is $235 or less will be assessed by City for failure to adhere to this requirement. Expanded foam plastics (e.g., foam or cushion blocks, trays, packing 'peanuts'), such as but not limited to polystyrene (aka Styrofoam[tm]), polypropylene, or polyurethane shall not be used as primary, secondary or tertiary/shipping packaging with the following exceptions: o Primary packaging made from these materials may be used if the vendor, manufacturer, contractor individually or collaboratively does one of the following: (a) takes the material back at the City's convenience and at no cost to the City, or (b) pays the City of Palo Alto's disposal costs via payment of liquidated damages of $235, or a minimum of $50 if the combined product and shipping cost is $235 or less. o Bioplastics that meet ASTM D6400 standards for compostability may be accepted with approval from the City's Environmental Services Division subject to local municipal compost facility requirements. o If approved by the City's Environmental Services Division, a packaging requirement may be waived if no other viable packaging alternative exists. Reusable/returnable pallets shall be used and taken back by the Seller, at no additional cost to the City. Seller shall provide documentation upon request ensuring reuse of pallets and/or recycling of broken pallets. Liquidated damages of $262 or a minimum of $50 if the combined product and shipping cost is $262 or less will be assessed by City for failure to adhere to this requirement. (3) Energy and Water Efficiency: Seller shall provide products with an ENERGY STAR, Water Sense or State of California standard rating, whichever is more efficient, when ratings exist for those products. A life cycle cost analysis shall be provided to the City upon request and shall at minimum include: first cost, operating costs, maintenance costs, and disposal costs. Contacts for additional information about City of Palo Alto Hazardous Waste, Zero Waste and Utilities programs: Hazardous Waste Program (Public Works) (650) 496-6980 Zero Waste Program (Public Works) (650) 496-5910 Watershed Protection (650) 329-2117 Energy Efficiency (650) 496-2244 (4) Liquidated Damages: Seller agrees that failure to comply with the City's Environmentally Preferred Purchasing Requirements will result in Liquidated Damages, according to the table marked Liquidated Damages on page 3 of this P.O. Event of Non-Performance Recycled Paper Use Failure to use 30% recycled content paper Recyclable Packaging Materials Failure of Seller to use secondary and shipping packaging that is recyclable in the City's recycling program. Expanded Foam Plastics Unapproved use of expanded foam plastics for secondary or shipping packaging Pallet Use Failure of Seller to take-back and reuse pallets, recycling only broken pallets, at no additional cost to the City. Acceptable Performance Level (Allowed events per Fiscal Year) 1 1 0 1 Liquidated Damage Amount $30 per each document $235 or a minimum of $50 if the combined product and shipping cost is $250 or less will be incurred if this is not adhered to. $235 or a minimum of $50 if the combined product and shipping cost is $235 or less $262 or a minimum of $50 if the combined product and shipping cost is $2 or less CITY OF PALO ALTO GDS Rev. 06/22/2016 TERMS AND CONDITIONS OF PURCHASE NONCOMPLIANCE WITH ENVIRONMENTALLY PREFERRED PURCHASING REQUIREMENTS, LIQUIDATED DAMAGES: The following table lists the events that constitute breaches of the Agreement's standard of performance warranting the imposition of liquidated damages; the acceptable performance level, and the amount of liquidated damages for failure to meet the contractually required standards of performance. PAGE 3 OF 3 National Auto Fleet Group A Division of ·chevrolet of Watsonville 490 Auto Center Drive, Watsonville, CA 95076 (855)289-6572 • (855) BUY-NJPA • (831) 480-8497 Fax Fl eet@N ati on a !Auto Fl eetG ro up. com National Auto Fleet Group contract #120716-NAF pricing utilizes a percentage off MSRP/List. National Auto Fleet Group offers pricing discounts ranging from 25.86% down to 1% across 15 manufacturers depending on the model. All vehicles can come with or without up-fitting from our national supplier or your local up fitter. Inquire within. Pricing can be obtained using two methods: 1.Online ordering process using www.NationalAutoFleetGroup.com. Once the Sourcewell member registers on the NAFG website, they then can build the desired vehicle to their specifications. The member then builds the vehicle and obtains an online quote for that specific vehicle. *Sourcewe/1 pricing is built right into the NAFG site. 2.The Sourcewell member can also reach out to National Auto Fleet Group directly (1-855-289-6572) to have an associate help guide your agency with the appropriate vehicle's to fit your need. Jesse Cooper National Auto Fleet Group ,anj §1f,z141 @TOYOTA Form C EXCEPTIONS TO PROPOSAL, TERMS, CONDlTIONS, AND SOLUTIONS REQUEST Company Name: 7 L Ht?&,f LL-C., l}g,; ///qy./~11q1 /J?r~ lt~~T Gf-n ,,/ Any exceptions to the rerms. conditions. specifications. or proposal forms contained in th is RFP must be noted in writing and included with th e Proposer·s response. The Proposer acknowledges that the exceptions lisred may or may not be accepted by NJPA or included in the linal contract. NJPA will make reasonable efforts co accommodate the listed exceptions and may clari f) the exceptions in 1he appropriate section below. Term. Condition. or NJf>A Sec tion/page Soccification Gxceolion ACCEPTS /J///f ffo1Jv fz;;/ 1:--t: /J ·--- ... -.. . ---. --- -... . -• --.-- -~ ----~ ·o --/) Proposer's Signature: 77~-~-Date: J J ->-/t -or ?--" c~ - NJPA's clarification on exceptions listed above: -----·- . ----- 36 FORMD Contract Award RFP #120716 Formal Offering of Proposal (To be completed only b) the Proposer) VEHICLES, CA RS, VANS. SUVs, AND LIGHT TRUCKS WITH RELATED EQU IPM ENT, ACCESSORIES, AND SERVICES In compliance with the Request fo r Proposal (RF P) for VEH ICLES. CA RS. VANS. SUVs, AND LIGHT TRUC KS WITH RELATED EQU IPMENT, ACCESSORIES. AND SER VICES. the undersigned warrants that the Proposer has exami ned this RFP and, being fa mi I iar with all of the instructions. terms and conditions. general and technical specifications, sales and service expectations, and any special terms. agrees to furnish the defined products and re lated services in full compliance with all term s and conditions of this RFP. any applicable amendments of this RFP, and all Proposer's response documentation. The Proposer further understands that it accepts the full responsibility as the sole sou rce of solutions proposed in this RFP response and that the Pro poser accepts res ponsibility for any subcontractors used to ful fi ll this proposal. 7 1 Hocf J...t c. 1 /JB#- Company Name: /V1>1>·.f 01Jq/ flv'ttt ./t..c« liffc,,/ Date: -~l~'h~-_.,.~_-_l~b _________ _ Company Address: 'ffo 19-t--Y--o C ~ar-etJ-/Jt/re:. City: {/V'q 'r:{ea vi 11 -e State: __ C.~lf __ Zip: Contact Person: __.7'--""~~.><'"'(:~~~-~?_P_t:?~/_-i::_I-____ Title: __ /~f-~~~-/~17!~--"q,_/'l~__,q~?~rf-_______ _ TYs:re coo/1=?) (Name printed or typed) 37 FORME CONTRACT ACCEPTANC E AND AWARD (Top portion of this form will be completed by NJP A if the vendor is awarded a contract. The vendor should complete the vendor authorized signatures as part of the RFP response.) NJPA Contract#: 120716-NAF Proposer's full legal name: 72 Hour LLC, dba National Auto Fleet Group Based on NJPA's evaluation of your proposal, you have been awarded a contract. As an awarded vendor, you agree to provide the products and services contained In your proposal and to meet all of the terms and conditions set forth In this RFP. In any amendments to this RFP, and in any exceptions that are accepted by NJPA. The effective date of the Contract wiil be January 17. 2017 and will expire on January 17, 2021 (no later than the later of four years from the expiration date of the currently awarded contract or four yea rs from the date that the NJPA Chief Procurement Officer awards the Contract). This Contract may be extended for a fifth year at NJPA 's discretion. NJPA Authorized Signatures: NJPA EXECUTIVE DIRECTOR/CEO SIGNATURE Awarded on January 16, 201 7 Vendor Authorized Signatures: Jeremy Schwartz (NAME PRINIED CR r(PE:Dt Chad Coouette (NAME PRINTED OR -f PED) NJPA Contract # 120716-NAF The Vendor hereby accepts this Contrac t award, including all acceptea exceptions and amendments. Vendor Name 77--f/p?J. J.;!,C-1 lf'q'l/fll'~q/ JIC::.70 .{/eer 61Pc I ----f+--'-!~~c: T #Jo/'lj~? ~/ JC'.5~C ? Pe>/e,f Executed on J -/ b . 2017 NJPA Contract # 120716-NAF Form F PROPOSER ASSURANCE OF COMPLIANCE Proposal Affidavit Signature Page PROPOSER'S AFFIDAVIT The undersigned, authorized representative of the entity submitting the foregoing proposal (the "Proposer"), swears that the following statements are true to the best of his or her knowledge. I. The Proposer is submitting its proposal under its true and correct name, the Proposer has been properly originated and legally exists in good standing in its state of residence, the Proposer possesses, or will possess before delivering any products and related services, all applicable licenses necessary for such delivery to NJPA members agencies. The undersigned affinns that he or she is authorized to act on behalf of, and to legally bind the Proposer to the tenns in this Contract. 2. The Proposer, or any person representing the Proposer, has not directly or indirectly entered into any agreement or arrangement with any other vendor or supplier, any official or employee of NJPA, or any person, finn, or corporation under contract with NJPA, in an effort to influence the pricing, tenns, or conditions relating to this RFP in any way that adversely affects the free and open competition for a Contract award under this RFP. 3. The Proposer has examined and understands the tenns, conditions, scope, contract opportunity, specifications request, and other documents in this solicitation and affirms that any and all exceptions have been noted in writing and have been included with the Proposer's RFP response. 4. The Proposer will, if awarded a Contract, provide to NJPA Members the /products and services in accordance with the terms, conditions, and scope of this RFP, with the Proposer-offered specifications, and with the other documents in this solicitation. 5. The Proposer agrees to deliver products and services through valid contracts, purchase orders, or means that are acceptable to NJPA Members. Unless otherwise agreed to, the Proposer must provide only new and first-quality products and related services to NJPA Members under an awarded Contract. 6. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 7. The Proposer understands that NJPA will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statute § 13.591, Subd. 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals generally become public data. Minnesota Statute § 13.37 pennits only certain narrowly defined data to be considered a ''trade secret," and thus nonpublic data under Minnesota's Data Practices Act. 8. The Proposer understands that it is the Proposer's duty to protect information that it considers nonpublic, and it agrees to defend and indemnify NJPA for reasonable measures that NJPA takes to uphold such a data designation. (The rest of this page has been left intentionally blank. Signature page below) 39 By signing below, Proposer is acknowledging that he or she has read, understands, and agrees to comply with the terms and conditions specified above. Company Name: Address: '-/ qo ll-cto Ce/l~I OJ-)f/-c:. City/State/Zip: l/Yr:tJ{tJ//Vhlt: , C.# q,[0?6 7 Telephone Number: </.{.{ ~ 7-f 9 -6t' 7 2 E-mail Address: -:JCocl~f tr? 4qy/p17q/~?Tt!!>./-f~rr6fPC/'. C:.?>/?/ Authorized Signature: ~tG? ~ Authorized Name (prin~ Jl."?S..( t' C&Jp{rf'..? Ti~le: 19 f e-t::-Y-/hq//Qfl ·t!'/ Date: / 2 -1--I b Notarized A notary public or other officer compleflng this certtficate verifies only the ldenltty of the lndvlduol who sign<Jd the document to Which 1hls certltico1e is attached, and not 1he fruthtulness, accuracy, or validity of that document. Subscribed and sworn to before me this·---~--day of Notary Public in and for the County of kg '? fi-v1 ~~ -e..) De c~).,-<--,20 Lb ----- State of Cod '..{..:> V\.A.-. My commission expires: :::::::> CA..~ <>; ~ / ~ \ 1 Signature: CL>~ 40 FormP PROPOSER QUESTIONNAIRE Payment Terms, Warranty, Products and Services, Pricing and Delivery, and Industry-Specific Questions Proposer Name: National Auto Fleet Group Questionnaire completed by: Jesse Cooper ----------------- Payment Terms and Financing Options 1) What are your payment terms (e.g., net 10, net 30)? Net30 2) Do you provide leas ing or financing options, especially those options that schools and governmental entities may need to use in order to make certain acquisitions? Absolutely. We provide both municipal financing and municipal leasing available to all NJPA members in every state. We use National Cooperative Leasing, Diversi tied Leasing and N AFG Provided leasing options to al I NJPA Members. 3) Briefly describe your proposed order process. Please include enough detail to support your ability to report quarterly sales to NJPA. For example, indicate whethe r your dealer network is included in your response and whether each dealer (or some other entity) will process the NJPA Members' purchase orders. There are two methods. One is the electronic ordering process, where the member logs into our website located at www.nationalautofleetgroup.com, bui lds their desired vehic le to their specifications, and then electronically sends us a purchase order. The vehicle is delivered directly to the user's specified end-user address, then we FedEx the c ustomer all the appropriate documentations. The other method, should the customer not be comfortable with inrernet or the use of our website, i. where the member cats our toll-free number at 1-855-289-6572 and is greeted by one of our sales associates, who then create a quotation based on the customer's needs and either emails, faxes. or physically mails ir to the customer. The customer then sends us a purchase order. We then process the purchase order and deliver the vehicle to the customer' specified location. We have reported directly to NJPA for the last 22 consecutive quarters. 4) Do you accept the P-card procurement and payment process? If so, is there any additional cost to NJPA Members for using this process? Yes, we do accept the P-card procurement and payment process. and there is no additional cost for using it. Warranty 5) Describe in detail your manufac turer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may include in your response a copy of your warranties, but at a minimum please also answer the following questions. • Do your warranties cover all products, parts, and labor? • Do your warranties impose usage restrictions or other limitati ons that adversely affect coverage? • Do your warranties cover the expense of technicians' travel time and mileage to perform warranty repairs? • Are there any geographic regions of the United States for which you cannot provide a certified technician to perform warranty repairs? How will NJPA Members in these regions be provided service for warranty repair? • Will you cover warranty service for items made by other manufacturers that are part of your proposal, or are these warranties issues typically passed on to lhe original equipment manufacturer? • What are your proposed exchange and return programs and policies? The manufacturer's warranties are all written between the manufacturer and the NJPA member. Therefore, should a warranty repai r be required, the member merely neds to take the vehicle to the closest manufacturer franchise (i.e. Ford, Toyota etc.) If the vehic le is not drivable, the customer can notify us through our toll-free number at 1-855-289-6572 and we will have it towed to the nearest facility. All this is done at no cost to the member. There arc no conditions to qualify. Any new vehicle qualifies. The manufacturer's warranty does include labor and parts. Other than abuse, there are no restrictions or limitations that affect coverage. All warranty repairs are done in the manufac turer's facilities, this there is no travel time for technicians . Warranty repairs are al pe rformed in all 50 states, regardless of location. Any after-market accessories installed under our contract are covered by the wrilten warranty for both parts and labor for the after-market installe r, who provided them. There is no re turn policy. lf a vehicle is no longer needed by the member, a 25'k restocking charge can be imposed. 6) Describe any service contract options for the ite ms included in your proposal. We offer a multitude of service contracts and extended warranties, running all the way up to 250,000 miles. The cost, term, and coverage are determined by the mileage and term. Contact us directly for a quote. Pricing, Delivery, Audits, and Administrative Fee 7) Provide a general narrative description of the equipment/products and related services you are offering in your proposal. All o f our pricing, by manufacturer, is listed in the attached books 1-1 8, outlined in our price ummary along with our after market equipment categories. 8) Describe your pricing model (e.g .. line-item discounts or product-category discounts). Provide detailed pricing data (including standard or list pricing and the NJPA discounted price) on all of the items that you want NJPA to consider as part of your RFP response. Provide a SKU for each item in your proposal. (Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract. See the body of the RFP and the Price and Product Change Request Form for more de tail.) Utiliz ing a Percentage Off MSRP I LI ST method, NAFG can offer NJPA members discounts ranging from 25.86% down to I% across the 15 manufacturers depending on model. Please see Tab 2 as well as Attachment Book 2-18 for "Pricing." We detai l the addition o f All Factory Options and After Mark et Equipment. 9) Please quantify the discount range presented in this response. For example. indicate that the pricing in your response represents is a 50% percent discount from the MSRP or your published list. The percentage will vary on the very same product from state to stale as the discmrnt structure passed onto us by the nnanufac turcrs can vary from state to stale. Therefore, we have included in the 18 attachment A 's I Books the exact manufacturer's list price and our price side by side. This fixed pricing makes it easy to do price validations. In addition, all fac tory installed options can be added at fac tory invoice + 3% and all after-market accessories are offered at the up fitter's municipal pricing level which varies from 1-30% off of retail prices. All of our pricing is based on 2017 year model. Any subsequent year model in the contrac t will be a maximum of 3% more + any required governmental, safety, emissions requirement as mandated by the federal or Canadia n government. I 0) The pric ing offered in this proposal is __ a. the same as the Proposer typically offe rs lo an individual municipality, university, or school district. __ b. the same as the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments. __ c. better than the Proposer typicall y offers to GPOs, cooperative procurement organizations, or state purchasing departments. _x_ d. othe r than what the Proposer typically o ffers (please describe). Our bid price is the most competitive price on the marketplace. It is far lower than any indi vidual or other cooperati ves have available to them. We leverage our entire company-wide purchasing power to the benefit to the NJPA member. Last year alone, company-wide. we delivered over 34,000 vehicles, which is the driving force that allows us to obtain deep discounts from all original equipment manufacturers and deli ver the savings to the NJPA member. We don't think any other vendor can do that. I I) Describe any quantity or volume discounts or rebate programs that you offer. They are all included in our bid price. 12) Propose a method of facilitating "sourced" products or related services. which may be referred to as "ope n market" items or "nonstandard options". For example, you may supply such items "at cost" or "at cost plus a percentage," or you may supply a quote for each such request. Included in our bid are the base prices for all vehicles. Factory options can be added at +I 0%. All sourced goods are offered at the up fi tter's munic ipal pricing level which varies from 1-30«'.k off of retail prices. 13) Identify any total cost of acquisition costs that are NOT included in the pricing submitted with your response. This cost inc ludes all additional charges that are not directly identified as freight or shipping charges. For example, list costs for items like installation. set up, mandatory training, or initial in spection. Identify any parties that impose s uch costs and their rel ationship to the Proposer. There are no hidden or undisclosed costs in our proposal. All costs are legitimate and fully disclosed to the NJPA me mber. 14) If delivery or shipping is an additional cost to the NJPA Member. describe in detai l the complete shipping and delivery program. There is no additional cost. All shipping is included in the orig inal quote to the member. 15) Specifically describe those shipping and delivery programs for Alaska. Hawaii, Ca nada, or any offshore delivery. Shipping to Alaska or Hawaii can be one of two ways. Either from the assembly point di rectl y to the franchise dea ler in Alaska or Hawa ii, or if the NJPA member requires a lower 48 state specialized body install ation, then freight is calculated from the Port of Long Beach, Port of Los Angeles, or the Port of Seattle, Washington. lt is included in the original NJPA member quote. 16) Describe any unique distribution and/or delivery methods or options offered in yo ur proposal. To us, these are not uniq ue. We have been doing this for years, and we continue to do thi s every day. Our competitors do not have that advantage. 17) Please specifically describe any self-audit process or program that you plan to employ to verify compliance with your proposed Contract with NJPA. This process inc ludes ensuring that NJPA Members obtain the proper pricing, that the Vendor reports all sales under the Cont ract each quarter, and that the Vendor remits the proper admini strative fee to NJPA. We have an in-house fi nancial admini trator who monitors that on a daily basis. In addition, we bring in twice a year, Polmaris and Associates (an independent certified public accountant from Sacramento, Cali forni a) to review all payments and disbursements. 18) Identify a proposed administrative fee that you will pay to NJPA for facilitating, managing, and promoting the NJPA Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor's sales under the Contract or as a per-unit fee: it is not a line- item addition to the Member's cost of goods. (See RFP Section 6.29 and following for details.) l ) I% of the unit price is up to $700.00 other than ··related equipment" pa s through items 2) Total amount in any 12-month period will not exceed $4,500,000.00 in Admin istration Fees 3) NAFG reserves the right to waive all or in part the Admin Fee when faced with a large county of State competition and or faced with un usable circumstances. Industry-Specific Questions 19) Identify any features in your response that are different from your standard vehicle offering or that are unique to your proposal. Our propo al is unique primarily in the fac t that we are the only ones lhat have lhe order to deliver on line system available exclusively for your members. None of the other bids you are reviewing today can state that. 20) Demonstrate yo ur processes to handle vehicles on order with NJPA members that are subject to a recall or th at have open service campaigns. Our staff keeps a running list of open recalls by manufacturer. We cross check it on a weekly basis to try and ensure that none of your members receive a vehicle with an open our outstanding recall or campaign. 2 1) Demonstrate yo ur NJPA member communi cation processes from P.O. generation to the delivery of vehicle in order to meet member expectations. After the PO is issued to NAFG we send our client an order confirmation with an estimateJ time of arrival for the purchase. We give members the option of how frequently they would like updates on their vehicles, as well a~ communicating any complications along the way. Our staff communicates through any form that customers feel comfortable with, whether it is fax es. call s, or emails. When the vehicle is ready to be delivered, we give the customers advance notice to ensure they are ready to receive the vehicle. All vehicle paperwork documents are sent out via UPS , and tracking numbers are provided to the client. Signature: 1 National Joint Powers Alliance® (herein NJPA) REQUEST FOR PROPOSAL (herein RFP) for the procurement of VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES RFP Opening DECEMBER 8, 2016 8:30 a.m. Central Time At the offices of the National Joint Powers Alliance® 202 12th Street Northeast, Staples, MN 56479 RFP #120716 The National Joint Powers Alliance® (NJPA), on behalf of NJPA and its current and potential member agencies, which includes all governmental, higher education, K-12 education, not-for-profit, tribal government, and all other public agencies located in all fifty states, Canada, and internationally, issues this Request For Proposal (RFP) to result in a national contract solution for the procurement of #120716 VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES. Details of this RFP are available beginning October 21, 2016. Details may be obtained by letter of request to Jonathan Yahn, NJPA, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479, or by e-mail at RFP@njpacoop.org. Proposals will be received until December 7, 2016 at 4:30 p.m. Central Time at the above address and opened December 8, 2016 at 8:30 a.m. Central Time. RFP Timeline October 21, 2016 Publication of RFP in the print and online version of USA Today, in the print and online version of the Salt Lake Tribune within the State of Utah, in the print and online version of the Daily Journal of Commerce within the State of Oregon (note to OR entities: this pertains to http://www.njpacoop.org/oregon-advertising), in the print and online version of The State within the State of South Carolina, the NJPA website, MERX, Noticetobidders.com, PublicPurchase.com, Biddingo, and Onvia. November 16, 2016Pre-Proposal Conference (the webcast/conference call). The 10:00 a.m. CT connection information will be sent to all inquirers two business days before the conference. November 30, 2016Deadline for RFP questions. December 7, 2016 Deadline for Submission of Proposals. Late responses will be 4:30 p.m. CT returned unopened. December 8, 2016 Public Opening of Proposals. 8:30 a.m. CT Direct questions regarding this RFP to: Jonathan Yahn at jonathan.yahn@njpacoop.org or (218)895-4144. 2 TABLE OF CONTENTS 1. DEFINITIONS A. Contract B. Proposer C. Sourced Good of Open Market Item D. Vendor 2. ADVERTISEMENT OF RFP 3. INTRODUCTION A. About NJPA B. Joint Exercise of Powers Laws C. Why Respond to a National Cooperative Procurement Contract D. The Intent of This RFP E. Scope of This RFP F. Expectations for Equipment/Products and Services Being Proposed G. Solutions Based Solicitation 4. INSTRUCTIONS FOR PREPARING YOUR PROPOSAL A. Inquiry Period B. Pre-Proposal Conference C. Identification of Key Personnel D. Proposer’s Exceptions to Terms and Conditions E. Proposal Format F. Questions & Answers About This RFP G. Modification or Withdrawal of a Submitted Proposal H. Proposal Opening Procedure I. NJPA’s Rights Reserved 5. PRICING A. Line-Item Pricing B. Percentage Discount From Catalog or Category C. Cost Plus a Percentage of Cost D. Hot List Pricing E. Ceiling Price F. Volume Price Discounts/ Additional Quantities G. Total Cost of Acquisition H. Sourced Equipment/Products/ Open Market Items I. Price and Product Changes J. Payment Terms K. Sales Tax L. Shipping 6. EVALUATION OF PROPOSALS A. Proposal Evaluation Process B. Proposer Responsiveness C. Proposal Evaluation Criteria D. Other Consideration E. Cost Comparison F. Marketing Plan G. Certificate Of Insurance H. Order Process and/or Funds Flow I. Administrative Fees J. Value Added K. Waiver of Formalities 7. POST AWARD OPERATING ISSUES A. Subsequent Agreements B. NJPA Member Sign-up Procedure C. Reporting of Sales Activity D. Audits E. Hub Partner F. Trade-Ins G. Out of Stock Notification H. Termination of a Contract resulting from this RFP 8. GENERAL TERMS AND CONDIITONS A. Advertising a Contract Resulting From This RFP B. Applicable Law C. Assignment of Contract D. List of Proposers E. Captions, Headings, and Illustrations F. Data Practices G. Entire Agreement H. Force Majeure I. Gratuities J. Hazardous Substances K. Licenses L. Material Suppliers and Sub-Contractors M. Non-Wavier of Rights N. Protests of Awards Made O. Suspension or Disbarment Status P. Affirmative Action and Immigration Status Certification Q. Severability R. Relationship of Parties 9. FORMS 10. PRE-SUBMISSION CHECKLIST 11. PRICE & PRODUCT CHANGE REQUEST FORM 12. APPENDIX A 3 1 DEFINITIONS A. CONTRACT Contract means this RFP, current pricing information, fully executed Forms C, D, F, & P from the Proposer’s response pursuant to this RFP, and a fully executed Form E (“Acceptance and Award”) with final terms and conditions. Form E will be executed after a formal award and will provide final clarification of terms and conditions of the award. B. PROPOSER A Proposer is a company, person, or entity delivering a timely response to this RFP. This RFP may also use the terms “respondent” or “proposed Vendor,” which is interchangeable with Proposer as the context allows. C. SOURCED GOOD or OPEN MARKET ITEM A Sourced Good or Open Market Item is a product within the RFP’s scope 1) that is not currently available under the Vendor’s NJPA contract, 2) that a member wants to buy under contract from an awarded Vendor, and 3) that is generally deemed incidental to the total transaction or purchase of contract items. D. VENDOR A Proposer whose response has been awarded a contract pursuant to this RFP. 4 2 ADVERTISEMENT OF RFP 2.1 NJPA advertises this solicitation: 1) in the hard copy print and online editions of the USA Today; 2) once each in Oregon’s Daily Journal of Commerce, South Carolina’s The State and Utah’s Salt Lake Tribune; 3) on NJPA’s website; and 4) on other third-party websites deemed appropriate by NJPA. Other third-party advertisers may include Onvia, PublicPurchase.com, MERX, and Biddingo. 2.2 NJPA also notifies and provides solicitation documentation to each state-level procurement departments for possible re-posting of the solicitation within their systems and at their option for future use and to meet specific state requirements. 3 INTRODUCTION A. ABOUT NJPA 3.1 The National Joint Powers Alliance® (NJPA) is a public agency serving as a national municipal contracting agency established under the Service Cooperative statute by Minnesota Legislative Statute §123A.21 with the authority to develop and offer, among other services, cooperative procurement services to its membership. Eligible membership and participation includes states, cities, counties, all government agencies, both public and non-public educational agencies, colleges, universities and non-profit organizations. 3.2 Under the authority of Minnesota state laws and enabling legislation, NJPA facilitates a competitive solicitation and contracting process on behalf of the needs of itself and the needs of current and potential member agencies nationally. This process results in national procurement contracts with various Vendors of products/equipment and services which NJPA Member agencies desire to procure. These procurement contracts are created in compliance with applicable Minnesota Municipal Contracting Laws. A complete listing of NJPA cooperative procurement contracts can be found at www.njpacoop.org. 3.3 NJPA is a public agency governed by publicly elected officials that serve as the NJPA Board of Directors. NJPA’s Board of Directors oversees and authorizes the calls for all new proposals and holds those resulting Contracts for the benefit of its own and its Members use. 3.4 NJPA currently serves over 50,000 member agencies nationally. Both membership and utilization of NJPA contracts continue to expand, due in part to the increasing acceptance of Cooperative Purchasing throughout the government and education communities nationally. B. JOINT EXERCISE OF POWERS LAWS 3.5 NJPA cooperatively shares those contracts with its Members nationwide through various Joint Exercise of Powers Laws or Cooperative Purchasing Statutes established in Minnesota, other states and Canadian provinces. The Minnesota Joint Exercise of Powers Law is Minnesota Statute §471.59 which states “Two or more governmental units…may jointly or cooperatively exercise any power common to the contracting parties…” This Minnesota Statute allows NJPA to serve Member agencies located in all other states. Municipal agencies nationally can participate in cooperative purchasing activities under their own state law. These laws can be found on our website at http://www.njpacoop.org/national-cooperative-contract-solutions/legal-authority/. C. WHY RESPOND TO A NATIONAL COOPERATIVE PROCUREMENT CONTRACT 3.6 National Cooperative Procurement Contracts create value for Municipal and Public Agencies, as well as for Vendors of products/equipment and services in a variety of ways: 5 3.6.1 National cooperative contracts potentially save time and effort for municipal and public agencies, who otherwise would have to solicit vendor responses to individual RFPs, resulting in individual contracts, to meet the procurement needs of their respective agencies. Considerable time and effort is also potentially saved by the Vendors who would have had to otherwise respond to each of those individual RFPs. A single, nationally advertised RFP, resulting in a single, national cooperative contract can potentially replace thousands of individual RFPs for the same equipment/products/services that might have been otherwise advertised by individual NJPA member agencies. 3.6.2 NJPA contracts offer our Members nationally leveraged volume purchasing discounts. Our contract terms and conditions offer the opportunity for Vendors to recognize individual member procurement volume commitment through additional volume based contract discounts. 3.7 State laws that permit or encourage cooperative purchasing contracts do so with the belief that cooperative efficiencies will result in lower prices, better overall value, and considerable time savings. 3.8 The collective purchasing power of thousands of NJPA Member agencies nationwide offers the opportunity for volume pricing discounts. Although no sales or sales volume is guaranteed by an NJPA Contract resulting from this RFP, substantial volume is anticipated and volume pricing is requested and justified. 3.9 NJPA and its Members desire the best value for their procurement dollar as well as a competitive price. Vendors have the opportunity to display and highlight value-added attributes of their company, equipment/products and services without constraints of a typical individual proposal process. D. THE INTENT OF THIS RFP 3.10. National contract awarded by NJPA: NJPA seeks the most responsive and responsible Vendor relationship(s) to reflect the best interests of NJPA and its Member agencies. Through a competitive proposal and evaluation process, the NJPA Proposal Evaluation Committee recommends vendors for a national contract awarded by the action of the NJPA Chief Procurement Officer. NJPA’s primary intent is to establish and provide a national cooperative procurement contract that offer opportunities for NJPA and our current and potential Member agencies throughout the United States and Canada to procure quality product/equipment and services as desired and needed. The contracts will be marketed nationally through a cooperative effort between the awarded vendor(s) and NJPA. Contracts are expected to offer price levels reflective of the potential and collective volume of NJPA and the nationally established NJPA membership base. 3.11 Beyond our primary intent, NJPA further desires to: 3.11.1 Award a four-year contract with a fifth-year contract option resulting from this RFP. Any fifth-year extension is exercised at NJPA’s discretion and results from NJPA’s contracting needs or from Member requests; this extension is not intended merely to accommodate an awarded Vendor’s request. If NJPA grants a fifth-year extension, it may also terminate the contract (or cause it to expire) within the fifth year if the extended contract is replaced by a resolicited or newly solicited contract. In exigent circumstances, NJPA may petition NJPA’s Board of Directors to extend the contract term beyond five years. This rarely used procedure should be employed only to avoid a gap in contract coverage while a replacement contract is being solicited; 3.11.2 Offer and apply any applicable technological advances throughout the term of a contract resulting from this RFP; 6 3.11.3 Deliver “Value Added” aspects of the company, equipment/products and services as defined in the “Proposer’s Response”; 3.11.4 Deliver a wide spectrum of solutions to meet the needs and requirements of NJPA and NJPA Member agencies; and 3.11.5 Award an exclusive contract to the most responsive and responsible vendor when it is deemed to be in the best interest of NJPA and the NJPA Member agencies. 3.12 Exclusive or Multiple Awards: Based on the scope of this RFP and on the responses received, NJPA may award either an exclusive contract or multiple contracts. In some circumstances, a single national supplier may best meet the needs of NJPA Members; in other situations, multiple vendors may be in the best interests of NJPA and the NJPA Members and preferred by NJPA to provide the widest array of solutions to meet the member agency’s needs. NJPA retains sole discretion to determine which approach is in the best interests of NJPA Member agencies. 3.13 Non-Manufacturer Awards: NJPA reserves the right to make an award under this RFP to a non- manufacturer or dealer/distributor if such action is in the best interests of NJPA and its Members. 3.14 Manufacturer as a Proposer: If the Proposer is a manufacturer or wholesale distributor, the response received will be evaluated on the basis of a response made in conjunction with that manufacturer’s authorized dealer network. Unless stated otherwise, a manufacturer or wholesale distributor Proposer is assumed to have a documented relationship with their dealer network where that dealer network is informed of, and authorized to accept, purchase orders pursuant to any Contract resulting from this RFP on behalf of the manufacturer or wholesale distributor Proposer. Any such dealer will be considered a sub-contractor of the Proposer/Vendor. The relationship between the manufacturer and wholesale distributor Proposer and its dealer network may be proposed at the time of the submission if that fact is properly identified. 3.15 Dealer/Reseller as a Proposer: If the Proposer is a dealer or reseller of the products and/or services being proposed, the response will be evaluated based on the Proposer’s authorization to provide those products and services from their manufacturer. When requested by NJPA, Proposers must document their authority to offer those products and/or services. E. SCOPE OF THIS RFP 3.16 Scope: The scope of this RFP is to award a contract to a qualifying vendor defined as a manufacturer, provider, or dealer/distributor, established as a Proposer, and deemed responsive and responsible through our open and competitive proposal process. Vendors will be awarded contracts based on the proposal and responders demonstrated ability to meet the expectations of the RFP and demonstrate the overall highest valued solutions which meet and/or exceed the current and future needs and requirements of NJPA and its Member agencies nationally within the scope of VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES. 3.17 Additional Scope Definitions: For purposes of the scope of this solicitation: 3.17.1 In addition to VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES, this solicitation should be read to include, but not to be limited to: 3.17.1.1 Automobile Category: mini, subcompact, compact, coupe, sedan, gas, diesel, hybrid, electric, alternative fuel Utility Category: two-wheel drive, four-wheel drive, gas, diesel, hybrid, electric, alternative fuel Van Category: cargo, passenger, gas, diesel, hybrid, electric, alternative fuel 7 Police, Safety and Rescue Category: mini, subcompact, compact, coupe, sedan, van, utility, truck, motorcycle, gas, diesel, hybrid, electric, alternative fuel Truck Category: half ton, three-quarter ton, one ton, gas, diesel, hybrid, electric, alternative fuel. 3.17.2 NJPA reserves the right to limit the scope of this solicitation for NJPA and current and potential NJPA member agencies. 3.17.2.1 RFP respondents may include in their response vehicles that are larger than the vehicles listed in Section 3.17.1.1 above, provided that these offerings are merely complementary to the respondent’s primary offering. Respondents may include “related equipment, accessories, and services” in their response to the extent that these solutions are an incidental portion of their proposal. The primary focus of this solicitation is on vehicles, cars, vans, SUVs, and light trucks and not on a respondent’s ability to provide turnkey solutions by upfitting for a particular purpose. This RFP should NOT be construed to include responses that contain school buses or city transit vehicles. Any portions of a response including such solutions will be disregarded. 3.18 Overlap of Scope: When considering equipment/products/services, or groups of equipment/ products/services submitted as a part of your response, and whether inclusion of such will fall within a “Scope of Proposal,” please consider the validity of an inverse statement. 3.18.1 For example, pencils and post-it-notes can generally be classified as office supplies and office supplies generally include pencils and post-it-notes. 3.18.2 In contrast, computers (PCs and peripherals) can generally be considered office supplies; however, the scope of office supplies does not generally include computer servers and infrastructure. 3.18.3 In conclusion: With this in mind, individual products and services must be examined individually by NJPA, from time to time and in its sole discretion, to determine their compliance and fall within the original “Scope” as intended by NJPA. 3.19 Best and Most Responsive – Responsible Proposer: It is the intent of NJPA to award a Contract to the best and most responsible and responsive Proposer(s) offering the best overall quality and selection of equipment/products and services meeting the commonly requested specifications of the NJPA and NJPA Members, provided the Proposer’s Response has been submitted in accordance with the requirements of this RFP. Qualifying Proposers who are able to anticipate the current and future needs and requirements of NJPA and NJPA member agencies; demonstrate the knowledge of any and all applicable industry standards, laws and regulations; and possess the willingness and ability to distribute, market to and service NJPA Members in all 50 states are preferred. NJPA requests proposers submit their entire product line as it applies and relates to the scope of this RFP. 3.20 Sealed Proposals: NJPA will receive sealed proposal responses to this RFP in accordance with accepted standards set forth in the Minnesota Procurement Code and Uniform Municipal Contracting Law. Awards may be made to responsible and responsive Proposers whose proposals are determined in writing to be the most advantageous to NJPA and its current or qualifying future NJPA Member agencies. 3.21 Use of Contract: Any Contract resulting from this solicitation shall be awarded with the understanding that it is for the sole convenience of NJPA and its Members. NJPA and/or its members reserve the right to 8 obtain like equipment/products and services solely from this contract or from another contract source of their choice or from a contract resulting from their own procurement process. 3.22 Awarded Vendor’s interest in a contract resulting from this RFP: Awarded Vendors will be able to offer to NJPA, and current and potential NJPA Members, only those products/equipment and services specifically awarded on their NJPA Awarded Contract(s). Awarded Vendors may not offer as “contract compliant,” products/equipment and services which are not specifically identified and priced in their NJPA Awarded Contract. 3.23 Sole Source of Responsibility- NJPA desires a “Sole Source of Responsibility” Vendor. This means that the Vendor will take sole responsibility for the performance of delivered equipment/products/ services. NJPA also desires sole responsibility with regard to: 3.23.1 Scope of Equipment/Products/Services: NJPA desires a provider for the broadest possible scope of products/equipment and services being proposed over the largest possible geographic area and to the largest possible cross-section of NJPA current and potential Members. 3.23.2 Vendor use of sub-contractors in sourcing or delivering equipment/product/services: NJPA desires a single source of responsibility for equipment/products and services proposed. Proposers are assumed to have sub-contractor relationships with all organizations and individuals whom are external to the Proposer and are involved in providing or delivering the equipment/products/services being proposed. Vendor assumes all responsibility for the equipment/products/services and actions of any such Sub- Contractor. Suggested Solutions Options include: 3.24.1 Multiple solutions to the needs of NJPA and NJPA Members are possible. Examples could include: 3.24.1.1 Equipment/Products Only Solution: Equipment/Products Only Solution may be appropriate for situations where NJPA or NJPA Members possess the ability, either in- house or through local third party contractors, to properly install and bring to operation those equipment/products being proposed. 3.24.1.2 Turn-Key Solutions: A Turn-Key Solution is a combination of equipment/products and services that provides a single price for equipment/products, delivery, and installation to a properly operating status. Generally this is the most desirable solution because NJPA and NJPA Members may not possess, or desire to engage, personnel with the necessary expertise to complete these tasks internally or through other independent contractors 3.24.1.3 Good, Better, Best: Where appropriate and properly identified, Proposers may offer the choice “of good, better, best” multiple-grade solutions to meet NJPA Members’ needs. 3.24.1.4 Proven – Accepted – Leading-Edge Technology: Where appropriate and properly identified, Proposers may provide a spectrum of technology solutions to complement or enhance the proposed solutions to meet NJPA Members’ needs. 3.24.2 If applicable, Contracts will be awarded to Proposer(s) able to deliver a proposal meeting the entire needs of NJPA and its Members within the scope of this RFP. NJPA prefers Proposers submit their complete product line of products and services described in the scope of this RFP. NJPA reserves the right to reject individual, or groupings of specific equipment/products and services proposals as a part of the award. 9 3.25 Geographic Area to be Proposed: This RFP invites proposals to provide VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES to NJPA and NJPA Members throughout the entire United States and possibly internationally. Proposers will be expected to express willingness to explore service to NJPA Members located abroad; however the lack of ability to serve Members outside of the United States will not be cause for non-award. The ability and willingness to serve Canada, for instance, will be viewed as a value-added attribute. 3.26 Contract Term: At NJPA’s option, a Contract resulting from this RFP will become effective either on the date awarded by the NJPA Board of Directors or on the day following the expiration date of an existing NJPA procurement contract for the same or similar product/equipment and services. 3.26.1 NJPA is seeking a Contract base term of four years as allowed by Minnesota Contracting Law. Full term is expected. However, one additional one-year renewal/extension may be offered by NJPA to Vendor beyond the original four year term if NJPA deems such action to be in the best interests of NJPA and its Members. NJPA reserves the right to conduct periodic business reviews throughout the term of the contract. 3.27 Minimum Contract Value: NJPA anticipates considerable activity resulting from this RFP and subsequent award; however, no commitment of any kind is made concerning actual quantities to be acquired. NJPA does not guarantee usage. Usage will depend on the actual needs of the NJPA Members and the value of the awarded contract. 3.28 [This section is intentionally blank.] 3.29 Contract Availability: This Contract must be available to all current and potential NJPA Members who choose to utilize this NJPA Contract to include all governmental and public agencies, public and private primary and secondary education agencies, and all non-profit organizations nationally. 3.30 Proposer’s Commitment Period: In order to allow NJPA the opportunity to evaluate each proposal thoroughly, NJPA requires any response to this solicitation be valid and irrevocable for ninety (90) days after the date proposals are opened. F. EXPECTATIONS FOR EQUIPMENT/PRODUCTS AND SERVICES BEING PROPOSED 3.31 Industry Standards: Except as contained herein, the specifications or solutions for this RFP shall be those accepted guidelines set forth by the VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES industry, as they are generally understood and accepted within that industry across the nation. Submitted products/equipment, related services and accessories, and their warranties and assurances are required to meet and/or exceed all current, traditional and anticipated standards, needs, expectations, and requirements of NJPA and its Members. 3.31.1 Deviations from industry standards must be identified by the Proposer and explained how, in their opinion, the equipment/products and services they propose will render equivalent functionality, coverage, performance, and/or related services. Failure to detail all such deviations may comprise sufficient grounds for rejection of the entire proposal. 3.31.2 Technical Descriptions/Specifications. Excessive technical descriptions and specifications that unduly enlarge the proposal response may cause NJPA to reduce the evaluation points awarded on Form G. Proposers must supply sufficient information to: 3.31.2.1 demonstrate the Proposer’s knowledge of industry standards and Member agency needs and expectations; 10 3.31.2.2 identify the equipment/products and services being proposed as applicable to the needs and expectations of NJPA Member agencies; and 3.31.2.3 differentiate equipment/products and services from other industry manufacturers and providers. 3.32 New Current Model Equipment/Products: Proposals submitted shall be for new, current model equipment/products and services with the exception of certain close-out products allowed to be offered on the Proposer’s “Hot List” described herein. 3.33 Compliance with laws and standards: All items supplied on this Contract shall comply with any current applicable safety or regulatory standards or codes. 3.34 Delivered and operational: Products/equipment offered herein are to be proposed based upon being delivered and operational at the NJPA Member’s site. Exceptions to “delivered and operational” must be clearly disclosed in the “Total Cost of Acquisition” section of the proposal. 3.35 Warranty: The Proposer warrants that all products, equipment, supplies, and services delivered under this Contract shall be covered by the industry standard or better warranty. All products and equipment should carry a minimum industry standard manufacturer’s warranty that includes materials and labor. The Proposer has the primary responsibility to submit product specific warranty as required and accepted by industry standards. Dealer/Distributors agree to assist the purchaser in reaching a solution in a dispute over warranty’s terms with the manufacturer. Any manufacturer’s warranty that is effective past the expiration of the warranty will be passed on to the NJPA member. Failure to submit a minimum warranty may result in non-award. 3.36 Additional Warrants: The Proposer warrants that all products/equipment and related services furnished hereunder will be free from liens and encumbrances; defects in design, materials, and workmanship; and will conform in all respects to the terms of this RFP including any specifications or standards. In addition, Proposer/Vendor warrants the products/equipment and related services are suitable for and will perform in accordance with the ordinary use for which they are intended. G. SOLUTIONS-BASED SOLICITATION 3.37 The NJPA solicitation and contract award process is not based on detailed specifications. Instead, this RFP is a “Solutions-Based Solicitation.” NJPA expects respondents to understand and anticipate the current and future needs of NJPA and its members—within the scope of this RFP—and to propose solutions that are commonly desired or required by law or industry standards. Proposal will be evaluated in part on your demonstrated ability to meet or exceed the needs and requirements of NJPA and our member agencies within the defined scope of this RFP. 3.38 While NJPA does not typically provide product and service specifications, the RFP may contain scope refinements and industry-specific questions. Where specific items are specified, those items should be considered the minimum required, which the proposal can exceed in order to meet Members’ needs. NJPA may award all of the respondent’s proposal or may limit the award to a subset of the proposal. 4 INSTRUCTIONS FOR PREPARING YOUR PROPOSAL A. INQUIRY PERIOD 4.1 The inquiry period begins on the date of first advertisement and continues until to the Deadline for Submission.” RFP packages will be distributed to potential Vendors during the inquiry period. B. PRE-PROPOSAL CONFERENCE 11 4.2 A pre-proposal conference will be held at the date and time specified in the timeline on page one of this RFP. Conference information will be sent to all potential Proposers, and attendance is optional. The purpose of this conference is to allow potential Proposers to ask questions regarding this RFP and NJPA’s competitive contracting process. Only answers issued in writing by NJPA to questions asked before or during the pre-proposal conference are binding on the parties to an awarded contract. C. IDENTIFICATION OF KEY PERSONNEL 4.3 Awarded Vendors will designate one senior staff member to represent the Vendor to NJPA. This contact person will correspond with members for technical assistance, questions, or concerns that may arise, including instructions regarding different contacts for different geographical areas or product lines. 4.4 These designated individuals should also act as the primary contact for marketing, sales, and any other area deemed essential by the Proposer and NJPA. D. PROPOSER’S EXCEPTIONS TO TERMS AND CONDITIONS 4.5 Any exceptions, deviations, or contingencies regarding this RFP that a Proposer requests must be documented on Form C, Exceptions To Proposal, Terms, Conditions And Solutions Request. 4.6 Exceptions, deviations or contingencies requested in the Proposer’s response, while possibly necessary in the view of the Proposer, may result in lower scoring or disqualification of a proposal. E. PROPOSAL FORMAT 4.7 All Proposers must examine the entire RFP package to seek clarification of any item or requirement that may not be clear and to check all responses for accuracy before submitting a proposal. 4.8 All proposals must be properly labeled and sent to “The National Joint Powers Alliance, 202 12th Street NE Staples, MN 56479.” 4.9 All proposals must be physically delivered to NJPA at the above address with all required hard copy documents and signature forms/pages inserted as loose pages at the front of the Vendor’s response. The proposal must include these items. 4.9.1 Hard copy original of completed, signed, and dated Forms C, D, F; hard copy of the signed signature-page only from Forms A and P from this RFP; 4.9.2 Signed hard copies of all addenda issued for the RFP; 4.9.3 Hard copy of Certificate of Insurance verifying the coverage identified in this RFP; and 4.9.4 A complete copy of your response on a flash drive (or other approved electronic means). The electronic copy must contain completed Forms A, B, C, D, F, and P, your statement of products and pricing (including apparent discount), and all appropriate attachments. In order to ensure that your full response is evaluated, you must provide an electronic version of any material that you provide in a hard copy format. As a public agency, NJPA’s proposals, responses, and awarded contracts are a matter of public record, except for such data that is classified as nonpublic. Accordingly, public data is available for review through a properly submitted public records request. To redact nonpublic information from your proposal (under Minnesota Statute §13.37), you must make your request within thirty (30) days of the contract award or non-award date. 12 4.10 All Proposal forms must be submitted in English and must be legible. All appropriate forms must be executed by an authorized signatory of the Proposer. Blue ink is preferred for signatures. 4.11 Proposal submissions should be submitted using the electronic forms provided. Proposers that use alternative documents are responsible for ensuring that the content is substantially similar to the NJPA form and that the document is readable by NJPA. 4.12 The Proposer must ensure that the proposal is in the physical possession of NJPA before the submission deadline. 4.12.1 Proposals must be submitted in a sealed envelope or box properly addressed to NJPA and prominently identifying the proposal number, proposal category name, the message “Hold for Proposal Opening,” and the deadline for proposal submission. NJPA is not responsible for untimely proposals. Proposals received by the deadline for proposal submission will be opened and the name of each Proposer and other appropriate information will be publicly read. 4.13 Proposers are responsible for checking directly with the NJPA website for any addendums to this RFP. Addendums to this RFP can change the terms and conditions of the RFP, including the proposal submission deadline. F. QUESTIONS AND ANSWERS ABOUT THIS RFP 4.14 Upon examination of this RFP document, Proposer should promptly notify NJPA of any ambiguity, inconsistency, or error they may discover. Interpretations, corrections, and changes to this RFP will be considered by NJPA through a written addendum. Interpretations, corrections, or changes that are made in any other manner are not binding, and Proposers must not rely on them. 4.15 Submit all questions about this RFP, in writing, referencing VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES to Jonathan Yahn at NJPA 202 12th Street NE, Staples, MN 56479 or to RFP@njpacoop.org. You may also call Jonathan Yahn at (218) 895-4144. NJPA urges potential Proposers to communicate all concerns well in advance of the submission deadline to avoid misunderstandings. Questions received within seven (7) days before the submission deadline generally cannot be answered. NJPA may, however, field purely procedural questions, questions about NJPA-issued addenda, or questions involving a Proposer withdrawing its response before the RFP submission deadline. 4.16 If NPJA deems that its answer to a question has a material impact on other potential Proposers or on the RFP itself, NJPA will create an addendum to this RFP. 4.17 If NJPA deems that its answer to a question merely clarifies the existing terms and conditions and does not have a material impact on other potential Proposers or the RFP itself, no further documentation of that question is required. 4.18 Addenda are written instruments issued by NJPA that modify or interpret the RFP. All addenda issued by NJPA become a part of the RFP. Addenda will be delivered to all Potential Proposers using the same method of delivery of the original RFP material. NJPA accepts no liability in connection with the delivery of any addenda. Copies of addenda will also be made available on the NJPA website at www.njpacoop.org (under “Current and Pending Solicitations”) and from the NJPA offices. All Proposers must acknowledge their receipt of all addenda in their proposal response. 4.19 Any amendment to a submitted proposal must be in writing and must be delivered to NJPA by the RFP submission deadline. 4.20 through 4.21 [These sections are intentionally blank.] 13 G. MODIFICATION OR WITHDRAWAL OF A SUBMITTED PROPOSAL 4.22 A submitted proposal must not be modified, withdrawn, or cancelled by the Proposer for a period of ninety (90) days following the date proposals were opened. Before the deadline for submission of proposals, any proposal submitted may be modified or withdrawn by notice to the NJPA Contracts and Compliance Manager. Such notice must be submitted in writing and must include the signature of the Proposer. The notice must be delivered to NJPA before the deadline for submission of proposals and must be so worded as not to reveal the content of the original proposal. The original proposal will not be physically returned to the potential Proposer until after the official proposal opening. Withdrawn proposals may be resubmitted up to the time designated for the receipt of the proposals if they fully conform with the proposal instructions. H. PROPOSAL OPENING PROCEDURE 4.23 Sealed and properly identified responses for this RFP entitled VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES will be received by Jonathan Yahn, Contracts and Compliance Manager, at NJPA Offices, 202 12th Street NE, Staples, MN 56479 until the deadline identified on page one of this RFP. All Proposal responses must be submitted in a sealed package. The outside of the package must plainly identify VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES and the RFP number. To avoid premature opening, the Proposer must label the Proposal response properly. NJPA documents the receipt of proposals by immediately time- and date-stamping them with an atomic clock. At the time of the public opening, the NJPA Director of Contracts and Marketing or a representative from the NJPA Proposal Evaluation Committee will read the Proposer’s names aloud and will determine whether each submission has met Level-1 responsiveness. I. NJPA’S RIGHTS RESERVED 4.24 NJPA may exercise the following rights with regard to the RFP. 4.24.1 Reject any and all proposals received in response to this RFP; 4.24.2 Disqualify any Proposer whose conduct or proposal fails to conform to the requirements of this RFP; 4.24.3 Duplicate without limitation all materials submitted for purposes of RFP evaluation, and duplicate all public information in response to data requests regarding the proposal; 4.24.4 Consider and accept for evaluation a late modification of a proposal if 1) the proposal itself was submitted on time, 2) the modifications were requested by NJPA, and 3) the modifications make the terms of the proposal more favorable to NJPA or its members; 4.24.5 Waive any non-material deviations from the requirements and procedures of this RFP; 4.24.6 Extend the Contract, in increments determined by NJPA, not to exceed a total Contract term of five years; 4.24.7 Cancel the Request for Proposal at any time and for any reason with no cost or penalty to NJPA; 4.24.8 Correct or amend the RFP at any time with no cost or penalty to NJPA. If NJPA corrects or amends any segment of the RFP after submission of proposals and before the announcement of the awarded Vendor, all proposers will be afforded a reasonable opportunity to revise their proposals in order to accommodate the RFP amendment and the new submission dates. NJPA will not be liable for any errors in the RFP or other responses related to the RFP; and 14 4.24.9 Extend proposal due dates. 5 PRICING 5.1 NJPA requests that potential Proposers respond to this RFP only if they are able to offer a wide array of products and services at lower prices and with better value than what they would ordinarily offer to a single government agency, a school district, or a regional cooperative. 5.2 This RFP requests pricing for an indefinite quantity of products or related services with potential national sales distribution and service. While most RFP categories represent significant sales opportunities, NJPA makes no guarantees about the quantity of products or services that members will purchase. The estimated annual value of this contract is $150 Million. Vendors are expected to anticipate additional volume of potential government, education and non-profit agencies that would find value in a NJPA national contract awarded by NJPA. 5.3 Regardless of the payment method selected by NJPA or an NJPA member, the total cost associated with any purchase option of the products and services must always be disclosed in the proposal and at the time of purchase. 5.4 All proposers must submit “Primary Pricing” in the form of either “Line-Item Pricing,” or “Percentage Discount from Catalog Pricing,” or a combination of these pricing strategies. Proposers are also encouraged to offer optional pricing strategies such as “Hot List,” “Sourced Products,” and “Volume Discounts,” as well as financing options such as leasing. All pricing documents should include a clear effective date. A. LINE-ITEM PRICING 5.5 Line-item pricing is a pricing format in which individual products or services are offered at specific Contract prices. Products or services are individually priced and described by characteristics such as manufacture name, stock or part number, size, or functionality. This method of pricing may offer the least amount of confusion, but Proposers with a large number of items may find this method cumbersome. In these situations, a percentage discount from catalog or category pricing model may make more sense and may increase the clarity of the contract pricing format. 5.6 All line-item pricing items must be numbered, organized, sectioned (including SKUs, when applicable), and prepared to be easily understood by the Evaluation Committee and members. 5.7 Submit Line-Item Pricing items in an Excel spreadsheet format and include all appropriate identification information necessary to discern the line item from other line items in each Responder’s proposal. 5.8 Line-item pricing must be submitted to NJPA in a searchable spreadsheet format (e.g., Microsoft® Excel®) in order to facilitate quickly finding any particular item of interest. For that reason, Proposers are responsible for providing the appropriate product and service identification information along with the pricing information that is typically found on an invoice or price quote for such product or services. 5.9 All products or services typically appearing on an invoice or price quote must be individually priced and identified on the line-item price sheet, including any and all ancillary costs. 5.10 Proposers should provide both a published “List Price” as well as a “Proposed Contract Price” in their pricing matrix. Published List Price will be the standard “quantity of one” price currently available to government and educational customers, excluding cooperative and volume discounts. B. PERCENTAGE DISCOUNT FROM CATALOG OR CATEGORY 5.11 This pricing model involves a specific percentage discount from a catalog or list price, defined as a published Manufacturer’s Suggested Retail Price (MSRP) for the products or services being proposed. 15 5.12 Individualized percentage discounts can be applied to any number of defined product groupings. 5.13 A percentage discount from MSRP may be applied to all elements identified in MSRP, including all manufacturer options applicable to the products or services. 5.14 When a Proposer elects to use “Percentage Discount from Catalog or Category,” Proposer will be responsible for providing and maintaining current published MSRP with NJPA, and this pricing must be included in its proposal and provided throughout the term of any Contract resulting from this RFP. C. COST PLUS A PERCENTAGE OF COST 5.15 “Cost plus a percentage of cost” as a primary pricing mechanism is not desirable. It is, however, acceptable for pricing sourced goods or services. D. HOT LIST PRICING 5.16 Where applicable, a Vendor may opt to offer a specific selection of products or services, defined as “Hot List” pricing, at greater discounts than those listed in the standard Contract pricing. All product and service pricing, including the Hot List Pricing, must be submitted electronically in a format that is acceptable to NJPA. Hot List pricing must be submitted in a line-item format. Products and services may be added or removed from the Hot List at any time through an NJPA Price and Product Change Form. 5.17 Hot List program and pricing may also be used to discount and liquidate close-out and discontinued products and services as long as those close-out and discontinued items are clearly labeled as such. Current ordering process and administrative fees apply. This option must be published and made available to all NJPA Members. E. CEILING PRICE 5.18 Proposal pricing is to be established as a ceiling price. At no time may the proposed products or services be offered under this Contract at prices above this ceiling price without a specific request and approval by NJPA. Contract prices may be reduced at any time, for example, to reflect volume discounts or to meet the needs of an NJPA Member. 5.19 [This section is intentionally blank.] F. VOLUME PRICE DISCOUNTS / ADDITIONAL QUANTITIES 5.20 through 5.23 [These sections are intentionally blank.] G. TOTAL COST OF ACQUISITION 5.24 The Total Cost of Acquisition for the equipment/products and related services being proposed, including those payable by NJPA Members to either the Proposer or a third party, is the cost of the proposed equipment/products product/equipment and related services delivered and operational for its intended purpose in the end-user’s location. For example, if you are proposing equipment/products FOB Proposer’s dock, your proposal should reflect that the contract pricing does not provide for delivery beyond Proposer’s dock, nor any set-up activities or costs associated with those delivery or set-up activities. Any additional costs for delivery and set-up should be clearly disclosed. In contrast, a proposal could state that there are no additional costs of acquisition if the product is delivered to and operational at the end-user’s location. H. SOURCED GOOD or OPEN MARKET ITEM 16 5.25 A Sourced Good or an Open Market Item is a product that a member wants to buy under contract that is not currently available under the Vendor’s NJPA contract. This method of procurement can be satisfied through a contract sourcing process. Sourcing options serve to provide a more complete contract solution to meet our members’ needs. Sourced items are generally deemed incidental to the total transaction or purchase of contract items. 5.26 NJPA or NJPA Members may request products, equipment, and related services that are within the related scope of this RFP, even if they are not included in an awarded Vendor’s line-item price list or catalog. These items are known as Sourced Goods or Open Market Items. 5.27 An awarded Vendor may source such items to the extent that the items are identified as “Sourced Products/Equipment” or “Open Market Items” on any quotation issued in reference to an NJPA awarded contract, and that this information is provided to either NJPA or an NJPA Member. NJPA is not responsible for determining whether a Sourced Good is an incidental portion of the overall purchase or whether a Member is able to consider a Sourced Good a purchase under an NJPA contract. 5.28 “Cost plus a percentage” pricing is an acceptable option in pricing of Sourced Goods. I. PRODUCT & PRICE CHANGES 5.29 Awarded Vendors may request product or service changes, additions, or deletions at any time throughout the contract term. All requests must be made in written format by completing the NJPA Price and Product Change Request Form (located at the end of this RFP and on the NJPA website), signed by an authorized Vendor representative. All changes are subject to review and approval by NJPA. Submit your requests through email to your assigned Contract Manager and to PandP@njpacoop.org. 5.30 NJPA will determine whether the request is both within the scope of the original RFP and in the best interests of NJPA and NJPA Members. Approved Price and Product Change Request Forms will be returned to the Vendor contact through email. 5.31 The Vendor must 1) complete this change request form and individually list or attach all items subject to change, 2) provide a sufficiently detailed explanation and documentation for the change, and 3) include a compete restatement of pricing document in appropriate format (preferably Excel). The pricing document must identify all products and services being offered and must conform to the following NJPA product and price change naming convention: (Vendor Name) (NJPA Contract #) (effective pricing date); for example, “COMPANY 012411-CPY effective 02-12-2016.” 5.32 The new pricing restatement must include all products and services offered, even for those items whose pricing remains unchanged, and must include a new effective date on the pricing documents. This requirement reduces confusion by providing a single, current pricing sheet for each vendor and creates a historical record of pricing. 5.33 ADDITIONS. New products and related services may be added to a Contract resulting from this RFP at any time during that Contract term to the extent that those products and related services are within the scope of this RFP. Allowable new products and related services generally include updated models of products and enhanced services that reflect new technology and improved functionality. 5.34 DELETIONS. New products and related services may be deleted from a contract if an item is no longer available. 5.35 PRICE CHANGES. A Vendor may request pricing changes by providing reasonable justification for the change. For example, a request for a 3% increase in a product line that relies heavily on petroleum products may be reasonable if the raw cost of required petroleum products has increased substantially. Conversely, a request for a 3% increase in prices based only on a 3% increase in a cost-of-living index may be considered unreasonable. Although NJPA is sensitive to the possibility of fluctuations in raw material 17 costs, prospective Vendors should make every reasonable attempt to account for normal cost changes by proposing pricing that will be effective throughout the duration of the four-year Contract. 5.35.1 Price decreases: NJPA expects Vendors to propose their very best prices and anticipates price reductions that are due to advancement in technology and marketplace efficiencies. 5.35.2 Price increases: A Vendor must include reasonable documentation for price-increase requests, along with both current and proposed pricing. Appropriate documentation should be attached to the Price and Product Change Request Form, including letters from suppliers announcing price increases. Price increases must not exceed the industry standard. 5.36 through 5.37 [These sections are intentionally blank.] 5.38 Proposers representing multiple manufacturers, or carrying multiple related product lines may also request the addition of new manufacturers or product lines to their Contract to the extent they remain within the scope of this RFP. 5.39 through 5.43 [These sections are intentionally blank.] K. SALES TAX 5.44 Sales and other taxes should not be included in the prices quoted. The Vendor will charge state and local sales and other applicable taxes on items for which a valid tax-exemption certification has not been provided. Each NJPA Member is responsible for providing verification of tax-exempt status to the Vendor. When ordering, NJPA Members must indicate that they are tax-exempt entities. Except as set forth herein, no party is responsible for taxes imposed on another party as a result of or arising from the transactions under a Contract resulting from this RFP. L. SHIPPING 5.45 Shipping costs can constitute a significant portion of the overall cost of procurement. Consequently, significant weight will be given to the quality of a prospective Vendor’s shipping program. Shipping charges should reasonably reflect the actual cost of shipping. NJPA understands that Vendors may use other shipping cost methods for simplicity or for transparency. But to the extent that shipping costs are determined to disproportionately increase a Vendor’s profit, NJPA may reduce the points awarded in the “Pricing” criteria. 5.46 through 5.47 [These sections are intentionally blank.] 5.48 All shipping and restocking fees must be identified in the price program. Certain industries providing made-to-order products may not allow returns. Proposals will be evaluated not only on the actual costs of shipping, but on the relative flexibility extended to NJPA Members relating to restocking fees, shipping errors, customized shipping requirements, the process for rejecting damaged or delayed shipments, and similar subjects. 5.49 through 5.50 [These sections are intentionally blank.] 5.51 Delivered products must be properly packaged. Damaged products may be rejected. If the damage is not readily apparent at the time of delivery, the Vendor must permit the products to be returned within a reasonable time at no cost to NJPA or NJPA Member. NJPA and NJPA Members reserve the right to inspect the products at a reasonable time subsequent to delivery where circumstances or conditions prevent effective inspection of the products at the time of delivery. 5.52 The Vendor must deliver Contract-conforming products in each shipment and may not substitute products without the express approval from NJPA or the NJPA Member. 18 5.53 NJPA reserves the right to declare a breach of Contract if the Vendor intentionally delivers substandard or inferior products that are not under Contract and described in its paper or electronic price lists or sourced upon request of any Member under this Contract. In the event of the delivery of nonconforming products, the NJPA Member will notify the Vendor as soon as possible and the Vendor will replace nonconforming products with conforming products that are acceptable to the NJPA member. 5.54 Throughout the term of the Contract, Proposer agrees to pay for return shipment on products that arrive in a defective or inoperable condition. Proposer must arrange for the return shipment of the damaged products. 6 EVALUATION OF PROPOSALS A. PROPOSAL EVALUATION PROCESS 6.1 The NJPA proposal evaluation committee will evaluate proposals received based on a 1,000 point evaluation system. The committee establishes both the evaluation criteria and designates the relative weight of each criterion by assigning possible scores for each category on Form G of this RFP. The committee may adjust the relative weight of the criteria for each RFP. (For example, if the “Warranty” criterion does not apply to a particular RFP, the points normally awarded under “Warranty” may be used to increase the number of potential points in another evaluation category or categories.) The “Pricing” criterion will contain at least a plurality of points for every RFP. 6.2 NJPA uses a scoring system that gives primary importance to “Pricing.” But pricing includes more than just the absolute lowest initial cost of purchasing, for example, a particular product. Other considerations include the total cost of the acquisition and whether the Proposer’s offering represents the best value. The evaluation committee may consider such factors as life-cycle costs, total cost of ownership, quality, and the suitability of an offering in meeting NJPA Members’ needs. Pricing points may be awarded based on pricing clarity and ease of use. NJPA may also award points based on whether a response contains exceptions, exclusions, or limitations of liabilities. 6.3 The NJPA Board of Directors will consider making awards to the selected Proposer(s) based on the recommendations of the proposal evaluation committee. To qualify for the final evaluation, a Proposer must have been deemed responsive as a result of the criteria set forth under “Proposer Responsiveness,” found just below. B. PROPOSER RESPONSIVENESS 6.4 All responses are evaluated for Level-One and Level-Two Responsiveness. If a response does not substantially conform to substantially all of the terms and conditions in the solicitation, or if it requires unreasonable exceptions, it may be considered nonresponsive. 6.5 All proposals must contain suitable responses to the questions in the proposal forms. The following requirements must be satisfied in order to meet Level-One Responsiveness, which is typically ascertained on the proposal opening date. If these standards are not met, your response may be disqualified as nonresponsive. 6.6 Level-One Responsiveness means that the response 6.6.1 is received before the deadline for submission or it will be returned unopened; 6.6.2 is properly addressed and identified as a sealed proposal with a specific RFP number and an opening date and time; 19 6.6.3 contains a pricing document (with apparent discounts) and all other forms fully completed, even if “not applicable” is the answer; 6.6.4 includes the original (hard copy) completed, dated, and signed RFP forms C, D, and F. In addition, the response must include the hard-copy signed signature page only from RFP Forms A and P and, if applicable, all signed addenda that have been issued in relation to this RFP; 6.6.5 contains an electronic (CD, flash drive, or other suitable) copy of the entire response; and 6.7 Level-Two Responsiveness (including whether the response is within the RFP’s scope) is determined while evaluating the remaining items listed under Proposal Evaluation Criteria below. These items are not arranged in order of importance. Each item draws from multiple questions, and a Proposer’s responses may affect scoring in multiple evaluation criteria. For example, the answers to Industry-Specific Questions may help determine scoring relative to a Proposer’s marketplace success, ability to sell and service nationwide, and financial strength. Any questions not answered without an explanation will likely result in a loss of points and may lead to a nonaward if the proposal evaluation committee cannot effectively review your response. C. PROPOSAL EVALUATION CRITERIA 6.8 Forms A and P include a series of questions that address the following categories: 6.8.1 Company Information and Financial Strength 6.8.2 Industry Requirements and Marketplace Success 6.8.3 Ability to Sell and Deliver Service Nationwide 6.8.4 Marketing Plan 6.8.5 Other Cooperative Procurement Contracts 6.8.6 Value-Added Attributes 6.8.7 Payment Terms and Financing Options 6.8.8 Warranty 6.8.9 Equipment/Products/Services 6.8.10 Pricing and Delivery 6.8.11 Industry-Specific Questions 6.9 [This section is intentionally blank.] D. OTHER CONSIDERATIONS 6.10 In evaluating RFP responses, NJPA has no obligation to consider information that is not provided in the Proposer’s response. NJPA may, however, consider additional information outside the Proposer’s response. This research may include such sources as the Proposer’s website, industry publications, listed references, and user interviews. 6.11 NJPA may organize RFP responses into separate classes or subcategories, depending on the range of responses. For example, NJPA might receive numerous submissions for “Widgets and Related Products and Services.” NJPA may organize these responses into subcategories, such as manufacturers of fully operational Widgets, manufacturers of component parts for Widgets, and providers of parts and service for Widgets. NJPA reserves the right to award Proposers in some or all of such subcategories without regard to the evaluation score given to Proposers in another subcategory. This specifically allows NJPA to award 20 Vendors that might not have, for instance, the breadth of products of Proposers in another subcategory, but that nonetheless meet a substantial and articulated need of NJPA Members. 6.12 [This section is intentionally blank.] 6.13 NJPA reserves the right to request and test equipment/products and related services and to seek clarification from Proposers. Before the Contract award, the Proposer must furnish the requested information within three (3) days (or within another agreed-to time frame) or provide an explanation for the delay along with a requested time frame for providing the requested information. Proposers must make reasonable efforts to supply test products promptly. All Proposer products remain the property of the Proposer, and NJPA will return such products after the evaluation process. NJPA may make provisional contract awards, subject to a Proposer’s proper response to a request for information or products. 6.14 A Proposer’s past performance under previously awarded contracts to schools, governmental agencies, and not-for-profit entities is relevant in evaluating a Proposer’s current response. Past performance includes the Proposer’s record of conforming to published specifications and to standards of good workmanship, as well as the Proposer’s history for reasonable and cooperative behavior and for commitment to Member satisfaction. Incumbency as an awarded Vendor does not, by itself, merit positive consideration for a future Contract award. 6.15 NJPA reserves the right to reject any or all proposals. E. COST COMPARISON 6.16 NJPA may use a variety of evaluation methods, including cost comparisons of specific products. NJPA reserves the right to use this process when the proposal evaluation committee determines that this will help to make a final determination. 6.17 This direct cost comparison process will award points for being low to high Proposer for each cost evaluation item selected. A “Market Basket” of identical (or substantially similar) equipment/products and related services may be selected by the proposal evaluation committee, and the unit cost will be used as a basis for determining the point value. NJPA will select the “Market Basket” from all appropriate product categories as determined by NJPA. F. MARKETING PLAN 6.18 A Proposer’s marketing plan is a critical component of the RFP response. An awarded Vendor’s sales force will likely be the primary source of communication with NJPA Members and will directly affect the contract’s success. Marketing success depends on communicating the contract’s value, knowing the contract thoroughly, and communicating the proper use of contracted products and services to the end user. Much of the success and sales reward is a direct result of the commitment to the contract by the awarded Vendor’s sales teams. NJPA reserves the right to deem a Proposer Level-Two nonresponsive or not to award a contract based on an unacceptable or incomplete marketing plan. 6.19 NJPA marketing expectations include the following components. 6.19.1 An awarded Vendor must demonstrate the ability to deploy a national sales force or dealer network. The best RFP responses demonstrate the ability to sell, deliver, and service products through acceptable distribution channels to NJPA members in all 50 states. Proposers’ responses should fully demonstrate their sales and service capabilities, should outline their national sales force network (both numerically geographically), and should describe their method of distribution of the offered products and related services. Service may be independent of the product sales pricing, but NJPA encourages related services to be a part of Proposers’ response. Despite its preference for awarding contracts to Vendors that demonstrate nationwide sales and service, NJPA reserves the right to award contracts that meet specific Member needs locally or regionally. 21 6.19.2 Proposers are invited to demonstrate their ability to successfully market, promote, and communicate the benefits of an NJPA contract to current and potential Members nationwide. NJPA desires a marketing plan that communicates the value of the contract to as many Members as possible. 6.19.3 Proposers are expected to be receptive to NJPA trainings. Awarded Vendors must provide an appropriate training venue for both management and the sales force. NJPA commits to providing training on all aspects of communicating the value of the awarded contract, including the authority of NJPA to offer the contract to its Members, the value and utility the contract delivers to NJPA Members, the scope of NJPA Membership, the authority of Members to use NJPA procurement contracts, the preferred marketing and sales methods, and the successful use of specific business sector strategies. 6.19.4 Awarded Vendors are expected to demonstrate a commitment to fully embrace the NJPA contract. Proposers should identify both the appropriate levels of sales management and sales force that will need to understand the value of the NJPA contract, as well as the internal procedures needed to deliver the appropriate messaging to NJPA Members. NJPA will provide a general schedule and a variety of methods describing when and how those individuals should be trained. 6.19.5 Proposers should outline their proposed involvement in promoting an NJPA contract through applicable industry trade show exhibits and related customer meetings. Proposers are encouraged to consider participation with NJPA at NJPA-endorsed national trade shows. 6.19.6 Proposers must exhibit the willingness and ability to actively market and develop contract-specific marketing materials including the following items. 6.19.6.1 Complete Marketing Plan. Proposers must submit a marketing plan outlining how they will launch the NJPA contract to current and potential NJPA Members. NJPA requires awarded Vendors to embrace and actively promote the contract in cooperation with the NJPA. 6.19.6.2 Printed Marketing Materials. Awarded Vendors will produce and maintain full color print advertisements in camera-ready electronic format, including company logos and contact information to be used in the NJPA directory and other approved marketing publications. 6.19.6.3 Contract announcements and advertisements. Proposers should outline in the marketing plan their anticipated contract announcements, advertisements in industry periodicals, and other direct or indirect marketing activities promoting the awarded NJPA contract. 6.19.6.4 Proposer’s Website. Proposers should identify how an awarded Contract will be displayed and linked on the Proposer’s website. An online shopping experience for NJPA Members is desired whenever possible. 6.19.7 An NJPA Vendor contract launch will be scheduled during a reasonable time frame after the award and held at the NJPA office in Staples, MN unless the Vendor and NJPA agree to a different location. 6.20 Proposer shall identify their commitment to develop a sales/communication process to facilitate NJPA membership and establish status of current and potential agencies/members. Proposer should further express their commitment to capturing sufficient member information as is deemed necessary by NJPA. 22 G. CERTIFICATE OF INSURANCE 6.21 Proposers must provide evidence of liability insurance coverage identified below in the form of a Certificate of Insurance (COI) or an ACORD binder form with their proposal. Upon an award issued under this RFP and before the execution of any commerce relating to such award, the awarded Vendor must provide verification, in the form of a Certificate of Insurance, identifying the coverage required below and identifying NJPA as a “Certificate Holder.” The Vendor must maintain such insurance coverage at its own expense throughout the term of any contract resulting from this solicitation. 6.22 Any exceptions or assumptions to the insurance requirements must be identified on Form C of this RFP. Exceptions and assumptions will be considered as part of the evaluation process. Any exceptions or assumptions that Proposers submit must be specific. If a Proposer does not include specific exceptions or assumptions when submitting the proposal, NJPA will typically not consider any additional exceptions or assumptions during the evaluation process. Upon contract award, the awarded Vendor must provide the Certificate of Insurance identifying the coverage as specified. 6.23 Insurance Liability Limits. The awarded Vendor must maintain, for the duration of its contract, $1.5 million in general liability insurance coverage or general liability insurance in conjunction with an umbrella for a total combined coverage of $1.5 million. Work on the Contract will not begin until after the awarded Vendor has submitted acceptable evidence of the required insurance coverage. Failure to maintain any required insurance coverage or an acceptable alternative method of insurance will be deemed a breach of contract. 6.23.1 Minimum Scope and Limits of Insurance. An awarded Vendor must provide coverage with limits of liability not less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a “following form” basis. 6.23.1.1 Commercial General Liability—Occurrence Form Policy shall include bodily injury, property damage and broad form contractual liability and XCU coverage. 6.23.1.2 Each Occurrence $1,500,000 6.24 Insurance Requirements: The limits listed in this RFP are minimum requirements for this Contract and in no way limit any indemnity covenants contained in this Contract. NJPA does not warrant that the minimum limits contained herein are sufficient to protect the Vendor from liabilities that might arise out of the performance of the work under this Contract by the Vendor, its agents, representatives, employees, or subcontractors, and the Vendor is free to purchase additional insurance as may be determined necessary. 6.25 Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or authorized to do business in the State of Minnesota and with an “A.M. Best” rating of not less than A- VII. NJPA does not warrant that the above required minimum insurer rating is sufficient to protect the Vendor from potential insurer solvency. 6.26 Subcontractors: Vendors’ certificate(s) must include all subcontractors as additional insureds under its policies, or the Vendor must furnish to NJPA separate certificates for each subcontractor. All coverage for subcontractors are be subject to the minimum requirements identified above. H. ORDER PROCESS AND/OR FUNDS FLOW 6.27 NJPA Members typically issue a purchase order directly to a Vendor under a Contract resulting from this RFP. Alternatively, a separate contract may be created to facilitate acquiring products or services offered in response to this RFP. Nothing in this Contract restricts the Member and Vendor from agreeing 23 to add terms or conditions to a purchase order or a separate contract provided that such terms or conditions must not be less favorable to NJPA’s Members. 6.28 [This section is intentionally blank.] I. ADMINISTRATIVE FEES 6.29 Vendors will pay to NJPA an administrative fee in exchange for NJPA facilitating this Contract with its current and potential Members. NJPA may grant a conditional contract award to a Proposer if the proposed administrative fee is unclear, inadequate, or unduly burdensome for NJPA to administer. Sales under this Contract should not be processed until the parties resolve the administrative fee issue. 6.29.1 The administrative fee is typically calculated as a percentage of the dollar volume of all products and services by NJPA Members under this Contract, including anything represented to NJPA Members as falling under this Contract. 6.29.2 The administrative fee is included in, and not added to, the pricing included in Proposer’s response to the RFP. Awarded Vendors must not charge NJPA Members more that permitted in the then current price list in order to offset the administrative fee. 6.29.3 The administrative fee is designed to cover the costs of NJPA’s involvement in contract management, facilitating marketing efforts, Vendor training, and any order processing tasks relating to the Contract. Administrative fees may also be used for other purposes as allowed by Minnesota law. 6.29.4 The typical administrative fee under this Contract is two percent (2%). While NJPA does not dictate the particular fee percentage, we require that the Proposer articulate a specific fee in its response. For example, merely stating that “we agree to pay an administrative fee” is considered nonresponsive. NPJA acknowledges that the administrative fee percentage may differ between vendors, industries, and responses. 6.29.5 NJPA awarded Vendors are responsible for paying the administrative fee at least quarterly and for generating all related reporting. Vendors agree to cooperate with NJPA in auditing these reports to ensure that the administrative fee is paid on all items purchased under the Contract. 6.29.6 For Texas motor vehicle sales, the administrative fee cannot be based on the amount purchased by a member under the contract. Accordingly, the administrative fee in such cases will be $400 per purchase order (PO), irrespective of the number of vehicles included in the PO. 6.30 through 6.32 [This section is intentionally blank.] J. VALUE–ADDED ATTRIBUTES 6.33 Desirability of Value-Added Attributes: Value-added attributes in an RFP response will be given positive consideration in NJPA’s evaluation process. Such attributes may increase the benefit of a product or service by improving functionality, performance, maintenance, manufacturing, delivery, energy efficiency, ordering, or other items while remaining within the scope of this RFP. 6.34 Women and Minority Business Enterprise (WMBE), Small Business, and Other Favored Businesses: Some NJPA Members give formal preference to certain types of vendors or contractors. Proposers should document WMBE (or other) status for both their organization and for any affiliates (e.g., supplier networks) involved in fulfilling the terms of this RFP. The ability of a Proposer to provide preferred business entity “credits” to NJPA and NJPA Members under a Contract will be evaluated positively by NJPA and reflected in the “value added” area of the evaluation. 24 6.35 Environmentally Preferred Purchasing Opportunities: Many NJPA Members consider the environmental impact of the products and services they purchase. “Green” characteristics demonstrated by Proposers will be evaluated positively by NJPA and reflected in the “value added” area of the evaluation. Please identify any green characteristics of any offering in your proposal and identify the sanctioning body determining that characteristic. Where appropriate, please indicate which products have been certified as green and by which certifying agency. 6.36 Online Requisitioning Systems: When applicable, online requisitioning systems will be viewed as a value-added characteristic. Proposers should demonstrate how their system makes online ordering easier for NJPA Members, including how Members could integrate their current e-Procurement or enterprise resource planning (ERP) systems into the Proposer’s ordering process. 6.37 Financing: The ability of the Proposer to provide financing solutions to Members for the products and services being proposed will be viewed as a value-added attribute. 6.38 Technology: Technological advances that appreciably improve the proposed products or services will be considered value-added attributes. K. WAIVER OF FORMALITIES 6.39 NJPA reserves the right to waive minor formalities (or to accept minor irregularities) in any proposal, when it determines that considering the proposal may be in the best interest of its Members. 7 POST-AWARD OPERATING ISSUES A. SUBSEQUENT AGREEMENTS 7.1 Purchase Order. Purchase orders for products and services may be executed between NJPA Members and the awarded Vendor (or Vendor’s sub-contractors) under this Contract. NJPA Members and Vendors must indicate on the face of such purchase orders that “This purchase order is issued under NJPA contract #XXXXXX” (insert the relevant contract number). Purchase order flow and procedure will be developed jointly between NJPA and an awarded Vendor after an award is made. 7.2 Governing Law. Purchase orders must be construed in accordance with, and governed by, the laws of a competent jurisdiction with respect to the Member. (See also Section 8.5 of this RFP.) All provisions required by law to be included in the purchase order should be read and enforced as if they were included. If through mistake or otherwise any such provision is not included, then upon application of either party the Contract shall be physically amended to make such inclusion or correction. The venue for any litigation arising out of disputes related to purchase order will be a court of competent jurisdiction with respect to the Member. 7.3 Additional Terms and Conditions. Additional terms and conditions to a purchase order may be proposed by NJPA, NJPA Members, or Vendors. Acceptance of these additional terms and conditions is optional to all parties to the purchase order. One purpose of these additional terms and conditions is to address job- or industry-specific requirements of law such as prevailing wage legislation. Additional terms and conditions may also include specific local policy requirements and standard business practices of the issuing Member or the Vendor. Such additional terms and conditions are not considered valid to the extent that they interfere with the general purpose, intent, or currently established terms and conditions contain in this RFP document. For example, a Vendor and Member may agree to add a “net 30” payment requirement to the purchase order instead of applying a “net 10” requirement. But the added terms and conditions must not be less favorable to the Member unless NJPA, the Member, and the Vendor agree to a Contract amendment or similar modification. 7.4 Specialized Service Requirements. In the event that the NJPA Member desires service requirements or specialized performance requirements (such as e-commerce specifications, specialized delivery 25 requirements, or other specifications and requirements) not addressed in the Contract resulting from this RFP, the NJPA Member and the Vendor may enter into a separate, standalone agreement, apart from a Contract resulting from this RFP. Any proposed service requirements or specialized performance requirements require pre-approval by the Vendor. Any separate agreement developed to address these specialized service or performance requirements is exclusively between the NJPA Member and Vendor. NJPA, its agents, and employees shall not be made a party to any claim for breach of such agreement. Product sourcing is not considered a service. NJPA Members will need to conduct procurements for any specialized services not identified as a part of or within the scope of the awarded Contract. 7.5 Performance Bond. At the request of the Member, a Vendor will provide all performance bonds typically and customarily required in their industry. These bonds will be issued pursuant to the requirements of purchase orders for products and services. If a purchase order is cancelled for lack of a required performance bond by the member agency, NJPA recommends that the current pending purchase order be canceled. Each Member has the final decision on purchase order continuation. Any performance bonding required by the Member, the Member’s state laws, or by local policy is to be mutually agreed upon and secured between the Vendor and the Member. 7.6 Asset Management Contracts: Asset Management-type Contracts can be initiated under a Contract resulting from this RFP at any time during the term of this Contract. Such a contract could involve, for example, picking up, storing, repairing, inventorying, salvaging, and delivery products falling within the scope of this Contract. The intention in using Asset Management Contracts is to promote the long-term efficiency of NJPA’s contracts by (among other things) extending the use and re-use of products. Asset Management Contracts cannot be created under this Contract unless they are executed within the authorized term of a Contract resulting from this RFP. The actual term of the Asset Management Contract may, however, extend beyond the expiration date of this Contract. B. NJPA MEMBER SIGN-UP PROCEDURE 7.6 Awarded Vendors are responsible for familiarizing their sales and service forces with the various forms of NJPA membership documentation and will encourage and assist potential Members in establishing membership with NJPA. NJPA membership is available at no cost, obligation, or liability to the Member or the Vendor. C. REPORTING OF SALES ACTIVITY 7.7 Awarded Vendors must report at least quarterly the total gross dollar volume of all products and services purchased by NJPA Members as it applies to this RFP and Contract. This report must include the name and address of the purchasing agency, Member number, amount of purchase, and a description of the items purchased. 7.7.1 Zero sales reports: Awarded Vendors must provide a quarterly Contract sales report regardless of the amount of sales. D. AUDITS 7.8 NJPA relies substantially on the reasonable auditing efforts of both Members and awarded Vendors to ensure that Members are obtaining the products, services, pricing, and other benefits under all NJPA contracts. Nonetheless, the Vendor must retain and make available to NJPA all order and invoicing documentation related to purchases that Members make from the Vendor under the awarded Contract. NJPA must not request such information more than once per calendar year, and NJPA must make such requests in writing with at least fourteen (14) days’ notice. NJPA may employ an independent auditor at its own expense or conduct an audit on its own. In either event, the Vendor agrees to cooperate fully with NJPA or its agents in order to ensure compliance with this Contract. E. HUB PARTNER 26 7.9 Hub Partner: NJPA Members may request special services through a “Hub Partner” for the purpose of complying with a law, regulation, or rule that an NJPA Member deems to apply in its jurisdiction. Hub Partners may bring value to the proposed transactions through consultancy, through qualifying for disadvantaged business entity credits, or through other means. 7.10 Hub Partner Fees: NJPA Members are responsible for any transaction fees, costs, or expenses that arise under this Contract for special service provided by the Hub Partner. The fees, costs, or expenses levied by the Hub Vendor must be clearly itemized in the transaction documentation. To the extent that the Vendor stands in the chain of title during a transaction resulting from this RFP, the documentation must clearly indicate that the transaction is “Executed for the Benefit of [NJPA Member name].” F. TRADE-INS 7.11 The value in US Dollars for Trade-ins will be negotiated between NJPA or an NJPA Member, and an Awarded Vendor. That identified “Trade-In” value shall be viewed as a down payment and credited in full against the NJPA purchase price identified in a purchase order issued pursuant to any Awarded NJPA procurement contract. The full value of the trade-in will be consideration. G. OUT OF STOCK NOTIFICATION 7.12 The Vendor must immediately notify NJPA Members when they order an out-of-stock item. The Vendor must also tell the Member when the item will be available and whether there are equivalent substitutes. The Member must have the option of accepting the suggested substitute or canceling the item from the order. Under no circumstance may the Vendor make unauthorized substitutions. Unfilled or substituted items must be indicated on the packing list. H. CONTRACT TERMINATION FOR CAUSE AND WITHOUT CAUSE 7.13 NJPA reserves the right to cancel all or any part of this Contract if the Vendor fails to fulfill any material obligation, term, or condition as described in the following procedure. Before any such termination for cause, the NJPA will provide written notice to the Vendor, an opportunity to respond, and a reasonable opportunity to cure the breach. The following are some examples of material breaches. 7.13.1 The Vendor provides products or services that do not meet reasonable quality standards and that are not remedied under the warranty; 7.13.2 The Vendor fails to ship the products or to provide the services within a reasonable amount of time; 7.13.3 NJPA reasonably believes that the Vendor will not or cannot perform to the requirements or expectations of the Contract, NJPA issues a request for assurance, and the Vendor fails to respond; 7.13.4 The Vendor fails to fulfill any of the material terms and conditions of the Contract; 7.13.5 The Vendor fails to follow the established procedure for purchase orders, invoices, or receipt of funds as established by NJPA and the Vendor; 7.13.6 The Vendor fails to properly report quarterly sales; 7.13.7 The Vendor fails to actively market this Contract within the guidelines provided in this RFP and defined in the NJPA contract launch. 27 7.14 Upon receipt of the written notice of breach, the Vendor will have ten (10) business days to provide a satisfactory response to NJPA. If the Vendor fails to reasonably address all issues in the written notice, NJPA may terminate the Contract immediately. If NJPA allows the Vendor more time to remedy the breach, such forbearance does not limit NJPA’s authority to immediately terminate the Contract for continued breaches for which notice was given to the Vendor. Termination of the Contract for cause does not relieve either party of the financial, product, or service obligations incurred before the termination. 8.2 [This section is intentionally blank.] 7.16 NJPA may terminate the Contract if the Vendor files for bankruptcy protection or is acquired by an independent third party. The Vendor must disclose to NJPA any litigation, bankruptcy, or suspensions/disbarments that occur during the Contract period. Failure to disclose such information authorizes NJPA to immediately terminate the Contract. 7.17 NJPA may terminate the Contract without cause by giving the Vendor sixty (60) days’ written notice of termination. Termination of the Contract without cause does not relieve either party of the financial, product, or service obligations incurred before the termination. 7.18 NJPA may immediately terminate any Contract without further obligation if any NJPA employee significantly involved in initiating, negotiating, securing, drafting, or creating the Contract on behalf of NJPA has colluded with any Proposer for personal gain. NJPA may also immediately cancel a Contract if it finds that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Vendor or any agent or representative of the Vendor, to any employee of NJPA. Such terminations are effective upon written notice from NJPA or at a later date designated in the notice. Termination of the Contract does not relieve either party of the financial, product, or service obligations incurred before the termination. 8 GENERAL TERMS AND CONDITIONS 8. ADVERTISING A CONTRACT RESULTING FROM THIS RFP 8.1 Proposer/Vendor must not advertise or publish information concerning this Contract before the award is announced by NJPA. Once the award is made, a Vendor is expected to advertise the awarded Contract to both current and potential NJPA Members. B. APPLICABLE LAW 8.2 [This section is intentionally blank.] 8.3 NJPA Compliance with Minnesota Procurement Law: NJPA has designed its procurement process to comply with best practices in the State of Minnesota. NJPA’s solicitation methods are also created to comply with many of the various requirements that our Members must satisfy in their own procurement processes. But these requirements may differ considerably and may change from time to time. So each NJPA Member must make its own determination whether NJPA’s solicitation process satisfies the procurement rules in the Member’s jurisdiction. 8.4 Governing law with respect to delivery and acceptance: All applicable portions of the Minnesota Uniform Commercial Code, all other applicable Minnesota laws, and the applicable laws and rules of delivery and inspection of the Federal Acquisition Regulations (FAR) laws will govern NJPA contracts resulting from this solicitation. 8.5 Jurisdiction: Any claims that arise against NJPA pertaining to this RFP, and any resulting contract that develops between NJPA and any other party, must be brought only in courts in Todd County in the State of Minnesota unless otherwise agreed to. 28 8.5.1 Purchase orders or other agreements created pursuant to a contract resulting from this solicitation must be construed in accordance with, and governed by, the laws of the issuing Member. Any claim arising from such a purchase order or agreement must be filed and venued in a court of competent jurisdiction of the Member unless otherwise agreed to. 8.6 through 8.7 [This section is intentionally blank.] 8.8 Indemnification: Each party is responsible for its own acts and is not responsible for the acts of the other party and the results thereof. NJPA’s liability is governed by the Minnesota Tort Claims Act (Minn. Stat. §3.736) and other applicable law. 8.9 Prevailing wage: The Vendor must comply with applicable prevailing wage legislation in effect in the jurisdiction of the NJPA Member. The Vendor must monitor the prevailing wage rates as established by the appropriate federal governmental entity during the term of this Contract and adjust wage rates accordingly. 8.10 Patent and copyright infringement: The Vendor agrees to indemnify and hold harmless NJPA and NJPA Members against any and all suits, claims, judgments, and costs instituted or recovered against the Vendor, NJPA, or NJPA Members by any person on account of the use or sale of any articles by NJPA or NJPA Members if the Vendor supplied such articles in violation of applicable patent or copyright laws. C. ASSIGNMENT OF CONTRACT 8.11 No right or interest in this Contract may be assigned or transferred by the Vendor without prior written permission by the NJPA. No delegation of any duty of the Vendor under this Contract may be made without prior written permission of the NJPA. NJPA will notify Members by posting approved assignments on the NJPA website (www.njpacoop.org). 8.12 If the original Vendor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor-in-interest must perform all obligations under this Contract. NJPA reserves the right to reject the acquiring entity as a Vendor. A change of name agreement will not change the contractual obligations of the Vendor. D. LIST OF PROPOSERS 8.13 NJPA will not maintain a list of interested proposers, nor will it automatically send RFPs to them. All interested proposers must request the RFP as a result of NJPA’s national solicitation advertisements. Because of the wide scope of the potential Members and qualified national suppliers, NJPA has determined this to be the best method of fairly soliciting proposals. E. CAPTIONS, HEADINGS, AND ILLUSTRATIONS 8.14 The captions, illustrations, headings, and subheadings in this RFP are for convenience and ease of understanding and in no way define or limit the scope or intent of this request. F. DATA PRACTICES 8.15 All materials submitted in response to this RFP become NJPA’s property and become public records (under Minn. Stat. §13.591) after the evaluation process is completed. If the Proposer submits information in response to this RFP that it requests to be classified as nonpublic information (as defined by the Minnesota Government Data Practices Act, Minn. Stat. §13.37), the Proposer must meet the following requirements. 8.15.1 The Proposer must make the request within thirty (30) days of the award/nonaward notification, and include the appropriate statutory justification. Pricing, marketing plans, and 29 financial information is generally not redactable. The NJPA Legal Department will review the request to determine whether the information can be withheld or redacted. If NJPA determines that it must disclose the information upon a proper request for such information, NJPA will inform the Proposer of such determination. 8.15.2 The Proposer must defend any action seeking release of the materials that it believes to be nonpublic information, and it must indemnify and hold harmless NJPA, its agents, and employees, from any judgments or damages awarded against NJPA in favor of the party requesting the materials, and any and all costs connected with that defense. This indemnification survives the term of any contract awarded under this RFP. In submitting a response to this RFP, the Proposer agrees that this indemnification survives as long as NJPA possesses the confidential information. 8.16 [This section is intentionally blank.] G. ENTIRE AGREEMENT 8.17 This Contract, as defined herein, constitutes the entire agreement between the parties to this Contract. A Contract resulting from this RFP is formed when the NJPA Board of Directors approves and signs the applicable Contract Award & Acceptance document (Form E). H. FORCE MAJEURE 8.18 Except for payments of sums due, neither party is liable to the other nor deemed in default under this Contract if and to the extent that such party’s performance of this Contract is prevented due to force majeure. The term “force majeure” means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence including, but not limited to, the following: acts of God, acts of the public enemy, war, riots, strikes, mobilization, labor disputes, civil disorders, fire, flood, snow, earthquakes, tornadoes or violent wind, tsunamis, wind shears, squalls, Chinooks, blizzards, hail storms, volcanic eruptions, meteor strikes, famine, sink holes, avalanches, lockouts, injunctions-intervention-acts, terrorist events or failures or refusals to act by government authority and/or other similar occurrences where such party is unable to prevent by exercising reasonable diligence. The force majeure is deemed to commence when the party declaring force majeure notifies the other party of the existence of the force majeure and is deemed to continue as long as the results or effects of the force majeure prevent the party from resuming performance in accordance with a Contract resulting from this RFP. Force majeure does not include late deliveries of products and services caused by congestion at a manufacturer’s plant or elsewhere, an oversold condition of the market, inefficiencies, or other similar occurrences. If either party is delayed at any time by force majeure, then the delayed party must (if possible) notify the other party of such delay within forty-eight (48) hours. 8.19 through 8.20 [These sections are intentionally blank.] K. LICENSES 8.21 The Vendor must maintain a valid status on all required federal, state, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with NJPA and NJPA Members. 8.22 All responding Proposers must be licensed (where required) and must have the authority to sell and distribute the offered products and services to NJPA and NJPA Members. Documentation of the required licenses and authorities, if applicable, should be included in the Proposer’s response to this RFP. L. MATERIAL SUPPLIERS AND SUB-CONTRACTORS 8.23 The awarded Vendor must supply the names and addresses of sourcing suppliers and sub-contractors as a part of the purchase order when requested by NJPA or an NJPA Member. 30 M. NON-WAIVER OF RIGHTS 8.24 No failure of either party to exercise any power given to it hereunder, nor a failure to insist upon strict compliance by the other party with its obligations hereunder, nor a custom or practice of the parties at variance with the terms hereof, nor any payment under a Contract resulting from this RFP constitutes a waiver of either party’s right to demand exact compliance with the terms hereof. Failure by NJPA to take action or to assert any right hereunder does not constitute a waiver of such right. N. PROTESTS OF AWARDS MADE 8.25 And protests must be filed with NJPA’s Executive Director and must be resolved in accordance with appropriate Minnesota rules. Protests will only be accepted from Proposers. A protest of an award or nonaward must be filed in writing with NJPA within ten (10) calendar days after the public notice or announcement of the award or nonaward. A protest must include the following items. 8.25.1 The name, address, and telephone number of the protester; 8.25.2 The original signature of the protester or its representative (you must document the authority of the representative); 8.25.3 Identification of the solicitation by RFP number; 8.25.4 Identification of the statute or procedure that is alleged to have been violated; 8.25.5 A precise statement of the relevant facts; 8.25.6 Identification of the issues to be resolved; 8.25.7 The aggrieved party’s argument and supporting documentation; 8.25.8 The aggrieved party’s statement of potential financial damages; and 8.25.9 A protest bond in the name of NJPA and in the amount of 10% of the aggrieved party’s statement of potential financial damages. O. SUSPENSION OR DISBARMENT STATUS 8.26 If within the past five (5) years, any firm, business, person or Proposer responding to an NJPA solicitation has been lawfully terminated, suspended, or precluded from participating in any public procurement activity with a federal, state, or local government or education agency, the Proposer must include a letter with its response setting forth the name and address of the public procurement unit, the effective date of the suspension or debarment, the duration of the suspension or debarment, and the relevant circumstances relating to the suspension or debarment. Any failure to supply such a letter or to disclose pertinent information may result in the termination of a Contract. By signing the proposal affidavit, the Proposer certifies that no current suspension or debarment exists. P. AFFIRMATIVE ACTION AND IMMIGRATION STATUS CERTIFICATION 8.27 An Affirmative Action Plan, Certificate of Affirmative Action, or other documentation regarding Affirmative Action may be required by NJPA or NJPA Members relating to a transaction from this RFP. Vendors must comply with any such requirements or requests. 8.28 Immigration Status Certification may be required by NJPA or NJPA Members relating to a transaction from this RFP. Vendors must comply with any such requirements or requests. Q. SEVERABILITY 31 8.29 In the event that any of the terms of a Contract resulting from this RFP are in conflict with any rule, law, or statutory provision, or are otherwise unenforceable under the laws or regulations of any government or subdivision thereof, such terms will be deemed stricken from the Contract, but such invalidity or unenforceability shall not invalidate any of the other terms of an awarded Contract resulting from this RFP. R. RELATIONSHIP OF PARTIES 8.30 No Contract resulting from this RFP may be considered a contract of employment. The relationship between NJPA and an awarded Vendor is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. The parties neither intend the proposed Contract to create, nor is to be construed as creating, a partnership, joint venture, master-servant, principal-agent, or any other, relationship. Except as provided elsewhere in this RFP, neither party may be held liable for acts of omission or commission of the other party and neither party is authorized or has the power to obligate the other party by contract, agreement, warranty, representation, or otherwise in any manner whatsoever except as may be expressly provided herein. 9 FORMS [THE REST OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK.] 32 Form A PROPOSER QUESTIONNAIRE- General Business Information (Products, Pricing, Sector Specific, Services, Terms and Warranty are addressed on Form P) Proposer Name: ____________________________Questionnaire completed by: ________________________________ Please identify the person NJPA should correspond with from now through the Award process: Name: _____________________________________ E-Mail address: _______________________________________ Please answer the questions below using the Microsoft Word® version of this document. This allows NJPA evaluators to cut and paste your answers into a separate worksheet. Place your answer directly below each question. NJPA prefers a brief but thorough response to each question. Please do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; mark “NA” if the question does not apply to you (preferably with an explanation). Please create a response that is easy to read and understand. For example, you may consider using a different font and color to distinguish your answer from the questions. Company Information & Financial Strength 1) Provide the full legal name, mailing and email addresses, tax identification number, and telephone number for your business. Provide a brief history of your company, including your company’s core values, business philosophy, and longevity in the VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES industry. 2) Provide a detailed description of the products and services that you are offering in your proposal. 3) What are your company’s expectations in the event of an award? 4) Demonstrate your financial strength and stability with meaningful data. This could include such items as financial statements, SEC filings, credit and bond ratings, letters of credit, and detailed reference letters. 5) What is your US market share for the solutions that you are proposing? What is your Canadian market share, if any? 6) Has your business ever petitioned for bankruptcy protection? Please explain in detail. 7) How is your organization best described: is it a manufacturer, a distributor/dealer/reseller, or a service provider? Answer whichever question (either a) or b) just below) best applies to your organization. a) If your company is best described as a distributor/dealer/reseller (or similar entity), please provide your written authorization to act as a distributor/dealer/reseller for the manufacturer of the products proposed in this RFP. If applicable, is your dealer network independent or company owned? b) If your company is best described as a manufacturer or service provider, please describe your relationship with your sales and service force and with your dealer network in delivering the products and services proposed in this RFP. Are these individuals your employees, or the employees of a third party? 8) If applicable, provide a detailed explanation outlining the licenses and certifications that are both required to be held, and actually held, by your organization (including third parties and subcontractors that you use) in pursuit of the business contemplated by this RFP. 9) Provide all “Suspension or Disbarment” information that has applied to your organization during the past ten years. 10) Within this RFP category there may be subcategories of solutions. List subcategory titles that best describe your products and services. Industry Recognition & Marketplace Success 33 11) Describe any relevant industry awards or recognition that your company has received in the past five years. 12) Supply three references/testimonials from your customers who are eligible for NJPA membership. At a minimum, please include the entity’s name, contact person, and phone number. 13) Provide a list of your top five governmental or educational customers (entity name is optional), including entity type, the state the entity is located in, scope of the projects, size of transactions, and dollar volumes from the past three years. 14) Indicate separately what percentages of your sales are to the government and education sectors in the past three years? 15) List any state or cooperative purchasing contracts that you hold. What is the annual sales volume for each of these contracts over the past three years? 16) List any GSA contracts that you hold. What is the annual sales volume for each of these contracts over the past three years? Proposer’s Ability to Sell and Deliver Service Nationwide 17) Describe your company’s capability to meet NJPA Member’s needs across the country. Your response should address at least the following areas. a) Sales force. b) Dealer network or other distribution methods. c) Service force. Please include details, such as the locations of your network of sales and service providers, the number of workers (full- time equivalents) involved in each sector, whether these workers are your direct employers (or employees of a third party), and any overlap between the sales and service functions. 18) Describe in detail the process and procedure of your customer service program, if applicable. Please include your response-time capabilities and commitments, as well as any incentives that help your providers meet your stated service goals or promises. 19) a) Identify any geographic areas of the United States that you will NOT be fully serving through the proposed contract. b) Identify any NJPA Member sectors (i.e., government, education, not-for-profit) that you will NOT be fully serving through the proposed contract. Please explain your answer. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? 20) Define any specific contract requirements or restrictions that would apply to our Members in Hawaii and Alaska and in US Territories. Marketing Plan 21) If you are awarded a contract, how will you train your sales management, dealer network, and direct sales teams (whichever apply) to ensure maximum impact? Please include how you will communicate your NJPA pricing and other contract detail to your sales force nationally. 22) Describe your marketing strategy for promoting this contract opportunity. Please include representative samples of your marketing materials in electronic format. 23) Describe your use of technology and digital data (e.g., social media, metadata usage) to enhance marketing effectiveness. 24) In your view, what is NJPA’s role in promoting contracts arising out of this RFP? How will you integrate an NJPA-awarded contract into your sales process? 34 25) Are your products or services available through an e-procurement ordering process? If so, describe your e-procurement system and how governmental and educational customers have used it. Value-Added Attributes 26) Describe any product, equipment, maintenance, or operator training programs that you offer to NJPA Members. Please include details, such as whether training is standard or optional, who provides training, and any costs that apply. 27) Describe any technological advances that your proposed products or services offer. 28) Describe any “green” initiatives that relate to your company or to your products or services, and include a list of the certifying agency for each. 29) Describe any Women or Minority Business Entity (WMBE) or Small Business Entity (SBE) accreditations that your company or hub partners have obtained. 30) What unique attributes does your company, your products, or your services offer to NJPA Members? What makes your proposed solutions unique in your industry as it applies to NJPA members? 31) Identify your ability and willingness to provide your products and services to NJPA member agencies in Canada. NOTE: Questions regarding Payment Terms, Warranty, Products/Equipment/Services, Pricing and Delivery, and Industry Specific Items are addressed on Form P. Signature: __________________________________________________________ Date: ________________________ 35 Form B PROPOSER INFORMATION Company Name: _________________________________________________________________________ Address: ________________________________________________________________________________ City/State/Zip: ___________________________________________________________________________ Phone: _____________________________________ Fax: ____________________________________ Toll-Free Number: ___________________________ E-mail: __________________________________ Website Address: _______________________________________________________________________________ COMPANY PERSONNEL CONTACTS Authorized signer for your organization Name: _________________________________________________________________________________ Email: _________________________________________________Phone: ___________________________________ The person identified here must have proper signing authority to sign the “Proposer’s Assurance of Compliance” on behalf of the Proposer. Who prepared your RFP response? Name:__________________________________________________Title:______________________________________ Email: _________________________________________________Phone:_____________________________________ Who is your company’s primary contact person for this proposal? Name: _________________________________________Title:______________________________________ Email: _________________________________________Phone:_____________________________________ Other important contact information Name: _________________________________________Title:______________________________________ Email: _________________________________________Phone:_____________________________________ Name: _________________________________________Title:______________________________________ Email: _________________________________________Phone:_____________________________________ 36 Form C EXCEPTIONS TO PROPOSAL, TERMS, CONDITIONS, AND SOLUTIONS REQUEST Company Name: _____________________________________________________________________________ Any exceptions to the terms, conditions, specifications, or proposal forms contained in this RFP must be noted in writing and included with the Proposer’s response. The Proposer acknowledges that the exceptions listed may or may not be accepted by NJPA or included in the final contract. NJPA will make reasonable efforts to accommodate the listed exceptions and may clarify the exceptions in the appropriate section below. Section/page Term, Condition, or Specification Exception NJPA ACCEPTS Proposer’s Signature: ______________________________________________________ Date: ________________ NJPA’s clarification on exceptions listed above: 37 Contract Award RFP #120716 FORM D Formal Offering of Proposal (To be completed only by the Proposer) VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES In compliance with the Request for Proposal (RFP) for VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES, the undersigned warrants that the Proposer has examined this RFP and, being familiar with all of the instructions, terms and conditions, general and technical specifications, sales and service expectations, and any special terms, agrees to furnish the defined products and related services in full compliance with all terms and conditions of this RFP, any applicable amendments of this RFP, and all Proposer’s response documentation. The Proposer further understands that it accepts the full responsibility as the sole source of solutions proposed in this RFP response and that the Proposer accepts responsibility for any subcontractors used to fulfill this proposal. Company Name: _______________________________ Date: ___________________________________________ Company Address: _______________________________________________________________________________ City:_________________________________________ State: ____________ Zip: __________________________ Contact Person: ________________________________ Title: ___________________________________________ Authorized Signature: ____________________________________________________________________________ (Name printed or typed) 38 Form E Contract Acceptance and Award (To be completed only by NJPA) NJPA #120716 ______________________________________________________ ___________________________________________________________________ Proposer’s full legal name Your proposal is hereby accepted, and a Contract is awarded. As an awarded Proposer, you are now bound to provide the defined products and services contained in your proposal offering according to all terms, conditions, and pricing set forth in this RFP, any amendments to this RFP, your response, and any exceptions accepted by NJPA. The effective start date of the Contract will be ___________________________, 20________ and continue until-_________________________ (no later than the later of four years from the expiration date of the currently awarded contract or four years from the NJPA Board’s contract award date). This contract may be extended for a fifth year at NJPA’s discretion. National Joint Powers Alliance® (NJPA) NJPA Authorized signature: ________________________________ _______________________________________ NJPA Executive Director (Name printed or typed) Awarded this _______ day of_________________________, 20___________ NJPA Contract Number #120716 NJPA Authorized signature: ________________________________ ________________________________________ NJPA Board Member (Name printed or typed) Executed this ______ day of __________________________, 20___________ NJPA Contract Number #120716 The Proposer hereby accepts this Contract award, including all accepted exceptions and NJPA clarifications. Vendor Name ____________________________________________ Vendor Authorized signature: _______________________________ __________________________________ (Name printed or typed) Title: _____________________________________________________________ Executed this _____________ day of ___________________, 20___________ NJPA Contract Number #120716 39 Form F PROPOSER ASSURANCE OF COMPLIANCE Proposal Affidavit Signature Page PROPOSER’S AFFIDAVIT The undersigned, authorized representative of the entity submitting the foregoing proposal (the “Proposer”), swears that the following statements are true to the best of his or her knowledge. 1. The Proposer is submitting its proposal under its true and correct name, the Proposer has been properly originated and legally exists in good standing in its state of residence, the Proposer possesses, or will possess before delivering any products and related services, all applicable licenses necessary for such delivery to NJPA members agencies. The undersigned affirms that he or she is authorized to act on behalf of, and to legally bind the Proposer to the terms in this Contract. 2. The Proposer, or any person representing the Proposer, has not directly or indirectly entered into any agreement or arrangement with any other vendor or supplier, any official or employee of NJPA, or any person, firm, or corporation under contract with NJPA, in an effort to influence the pricing, terms, or conditions relating to this RFP in any way that adversely affects the free and open competition for a Contract award under this RFP. 3. The Proposer has examined and understands the terms, conditions, scope, contract opportunity, specifications request, and other documents in this solicitation and affirms that any and all exceptions have been noted in writing and have been included with the Proposer’s RFP response. 4. The Proposer will, if awarded a Contract, provide to NJPA Members the /products and services in accordance with the terms, conditions, and scope of this RFP, with the Proposer-offered specifications, and with the other documents in this solicitation. 5. The Proposer agrees to deliver products and services through valid contracts, purchase orders, or means that are acceptable to NJPA Members. Unless otherwise agreed to, the Proposer must provide only new and first-quality products and related services to NJPA Members under an awarded Contract. 6. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 7. The Proposer understands that NJPA will reject RFP proposals that are marked “confidential” (or “nonpublic,” etc.), either substantially or in their entirety. Under Minnesota Statute §13.591, Subd. 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals generally become public data. Minnesota Statute §13.37 permits only certain narrowly defined data to be considered a “trade secret,” and thus nonpublic data under Minnesota’s Data Practices Act. 8. The Proposer understands that it is the Proposer’s duty to protect information that it considers nonpublic, and it agrees to defend and indemnify NJPA for reasonable measures that NJPA takes to uphold such a data designation. [The rest of this page has been left intentionally blank. Signature page below] 40 By signing below, Proposer is acknowledging that he or she has read, understands, and agrees to comply with the terms and conditions specified above. Company Name: Address: ____________________________________________________________________________________ City/State/Zip: _______________________________________________________________________________ Telephone Number: ______________________________________________________________ E-mail Address:______________________________________________________________________________ Authorized Signature: _________________________________________________________________________ Authorized Name (printed): ______________________________________________________________________ Title: _______________________________________________________________________________________ Date: _______________________________________________________________________________________ Notarized Subscribed and sworn to before me this ______________ day of ___________________, 20______________ Notary Public in and for the County of __________________________________________ State of __________ My commission expires: _______________________________________________________________________ Signature: __________________________________________________________________________________ 41 Form G OVERALL EVALUATION AND CRITERIA For the Proposed Subject VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES Conformance to RFP Terms and Conditions 50 Financial Viability and Marketplace Success 75 Ability to Sell and Deliver Service Nationwide 100 Marketing Plan 50 Value-Added Attributes 75 Warranty 50 Depth and Breadth of Offered Products and Related Services 200 Pricing 400 TOTAL POINTS 1000 Reviewed by: _________________________________________ Its_________________________________ _________________________________________Its_________________________________ 42 Form P PROPOSER QUESTIONNAIRE Payment Terms, Warranty, Products and Services, Pricing and Delivery, and Industry-Specific Questions Proposer Name: _________________________________________________________________________ Questionnaire completed by: ______________________________________________________________ Payment Terms and Financing Options 1) What are your payment terms (e.g., net 10, net 30)? 2) Do you provide leasing or financing options, especially those options that schools and governmental entities may need to use in order to make certain acquisitions?. 3) Briefly describe your proposed order process. Please include enough detail to support your ability to report quarterly sales to NJPA. For example, indicate whether your dealer network is included in your response and whether each dealer (or some other entity) will process the NJPA Members’ purchase orders. 4) Do you accept the P-card procurement and payment process? If so, is there any additional cost to NJPA Members for using this process? Warranty 5) Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may include in your response a copy of your warranties, but at a minimum please also answer the following questions. • Do your warranties cover all products, parts, and labor? • Do your warranties impose usage restrictions or other limitations that adversely affect coverage? • Do your warranties cover the expense of technicians’ travel time and mileage to perform warranty repairs? • Are there any geographic regions of the United States for which you cannot provide a certified technician to perform warranty repairs? How will NJPA Members in these regions be provided service for warranty repair? • Will you cover warranty service for items made by other manufacturers that are part of your proposal, or are these warranties issues typically passed on to the original equipment manufacturer? • What are your proposed exchange and return programs and policies? 6) Describe any service contract options for the items included in your proposal. Pricing, Delivery, Audits, and Administrative Fee 7) Provide a general narrative description of the equipment/products and related services you are offering in your proposal. 8) Describe your pricing model (e.g., line-item discounts or product-category discounts). Provide detailed pricing data (including standard or list pricing and the NJPA discounted price) on all of the items that you want NJPA to consider as part of your RFP response. Provide a SKU for each item in your proposal. (Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract. See the body of the RFP and the Price and Product Change Request Form for more detail.) 43 9) Please quantify the discount range presented in this response. For example, indicate that the pricing in your response represents is a 50% percent discount from the MSRP or your published list. 10) The pricing offered in this proposal is ________a. the same as the Proposer typically offers to an individual municipality, university, or school district. ________b. the same as the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments. _________c. better than the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments. ________d. other than what the Proposer typically offers (please describe). 11) Describe any quantity or volume discounts or rebate programs that you offer. 12) Propose a method of facilitating “sourced” products or related services, which may be referred to as “open market” items or “nonstandard options”. For example, you may supply such items “at cost” or “at cost plus a percentage,” or you may supply a quote for each such request. 13) Identify any total cost of acquisition costs that are NOT included in the pricing submitted with your response. This cost includes all additional charges that are not directly identified as freight or shipping charges. For example, list costs for items like installation, set up, mandatory training, or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer. 14) If delivery or shipping is an additional cost to the NJPA Member, describe in detail the complete shipping and delivery program. 15) Specifically describe those shipping and delivery programs for Alaska, Hawaii, Canada, or any offshore delivery. 16) Describe any unique distribution and/or delivery methods or options offered in your proposal. 17) Please specifically describe any self-audit process or program that you plan to employ to verify compliance with your proposed Contract with NJPA. This process includes ensuring that NJPA Members obtain the proper pricing, that the Vendor reports all sales under the Contract each quarter, and that the Vendor remits the proper administrative fee to NJPA. 18) Identify a proposed administrative fee that you will pay to NJPA for facilitating, managing, and promoting the NJPA Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor’s sales under the Contract or as a per-unit fee; it is not a line-item addition to the Member’s cost of goods. (See RFP Section 6.29 and following for details.) Industry-Specific Questions 19) Identify any features in your response that are different from your standard vehicle offering or that are unique to your proposal. 20) Demonstrate your processes to handle vehicles on order with NJPA members that are subject to a recall or that have open service campaigns. 21) Demonstrate your NJPA member communication processes from P.O. generation to the delivery of vehicle in order to meet member expectations. Signature: ___________________________________________________________Date: _______________________ 44 10 PRE-SUBMISSION CHECKLIST Check when Completed Contents of Your Bid Proposal Hard Copy Required Signed and Dated Electronic Copy Required - CD or Flash Drive Form A: Proposer Questionnaire with all questions answered completely X - signature page only X Form B: Proposer Information X Form C: Exceptions to Proposal, Terms, Conditions, and Solutions Request X X Form D: Formal Offering of Proposal X X Form E. Contract Acceptance and Award X Form F: Proposers Assurance of Compliance X X Form P: Proposer Questionnaire with all questions answered completely X-signature page only X Certificate of Insurance with $1.5 million coverage X X Copy of all RFP Addendums issued by NJPA X X Pricing for all Products/Equipment/Services within the RFP being proposed X Entire Proposal submittal including signed documents and forms.X All forms in the Hard Copy Required Signed and Dated should be inserted in the front of the submitted response, unbound. Package containing your proposal labeled and sealed with the following language: "Competitive Proposal Enclosed, Hold for Public Opening XX-XX-XXXX" Response Package mailed and delivered prior to deadline to: NJPA, 202 12th St NE, Staples, MN 56479 45 11 NJPA VENDOR PRICE AND PRODUCT CHANGE REQUEST FORM Section 1. Instructions for Vendor Requests for product or service changes, additions, or deletions will be considered at any time throughout the awarded contract term. All requests must be made in writing by completing sections 2, 3, and 4 of this NJPA Price and Product Change Request Form and signed by an authorized Vendor representative in section 5. All changes are subject to review by the NJPA Contracts & Compliance Manager and to approval by NJPA’s Chief Procurement Officer. Submit request through email to your assigned NJPA Contract Administrator. NJPA will determine whether the request is 1) within the scope of the original RFP, and 2) in the best interests of NJPA and NJPA Members. Approved Price and Product Change Request Forms will be signed and emailed to the Vendor contact. The Vendor must complete this change request form and individually list or attach all items or services subject to change, must provide sufficiently detailed explanation and documentation for the change, and must include a complete restatement of pricing documentation in an appropriate format (preferably Microsoft® Excel®). The pricing document must identify all products and services being offered and must conform to the following NJPA product/price change naming convention: (Vendor Name) (NJPA Contract #) (effective pricing date); for example, “Acme Widget Company #012416-AWC eff. 01-01-2017.” NOTE: New pricing restatements must include all products and services offered regardless of whether their prices have changed and must include a new “effective date” on the pricing documents. This requirement reduces confusion by providing a single, current pricing sheet for each Vendor and creates a historical record of pricing. ADDITIONS. New products and related services may be added to a contract if such additions are within the scope of the original RFP. DELETIONS. New products and related services may be deleted from a contract if, for example, they are no longer available or have been modified to a point where they are outside the scope of the RFP. PRICE CHANGES: Vendors may request price changes if they provide sufficient rationale for the change. For example, a Vendor that manufactures products that require substantial petroleum-related material might request a 3% price increase because of a 20% increase in petroleum costs. Price decreases: NJPA expects Vendors to propose their very best prices and anticipates that price reductions might occur because of improved technologies or marketplace efficiencies. Price increases: Acceptable price increases typically result from specific Vendor cost increases. The Vendor must include reasonable justification for the price increase and must not, for example, offer merely generalized statements about an increase in a cost-of-living index. Appropriate documentation should be attached to this form, including such items as letters from suppliers announcing price increases. Refer to the RFP for complete “Pricing” details. Section 2. Vendor Name and Type of Change Request CHECK ALL CHANGES THAT APPLY: AWARDED VENDOR NAME: ☐ Adding Products/Services vices ☐ Deleting Products/Services ☐ Price Increase NJPA CONTRACT NUMBER: ☐ Price Decrease 46 Section 3. Detailed Explanation of Need for Changes List the products and/or services that are changing or being added or deleted from the previous contract price list, along with the percentage change for each item or category. (Attach a separate, detailed document if changing more than 10 items.) Provide a general statement and documentation explaining the reasons for these price and/or product changes. EXAMPLES: 1) “All pricing for paper products and services are increased 5% because of increased raw material and transportation costs (see attached documentation of fuel and raw materials increase).” 2) “The 6400 series floor polisher is being added to the product list as a new model, replacing the 5400 series. The 6400 series 3% increase reflects technological changes that improve the polisher’s efficiency and useful life. The 5400 series is now included in the “Hot List” at a 20% discount from the previous pricing until the remaining inventory is liquidated.” If adding products, state how these are within the scope of the original RFP. If changing prices or adding products or services, state how the pricing is consistent with existing NJPA contract pricing. 47 Section 4. Complete Restatement of Pricing Submitted A COMPLETE restatement of the pricing, including all new and existing products and services is attached and has been emailed to the Vendor’s Contract Administrator. ☐ Yes ☐ No Section 5. Signatures __________________________________________________________ ________________________ Vendor Authorized Signature Date ____________________________________________ Print Name and Title of Authorized Signer __________________________________________________________ _________________________ Jeremy Schwartz, NJPA Director of Cooperative Contracts and Procurement/CPO Date 48 Appendix A NJPA The National Joint Powers Alliance® (NJPA), on behalf of NJPA and its current and potential Member agencies, which includes all governmental, higher education, K-12 education, not-for-profit, tribal governmental, and all other public agencies located in all fifty states, Canada, and internationally, issues this Request For Proposal (RFP) to result in a national contract solution. For your reference, the links below include some, but not all, of the entities included in this proposal. http://www.usa.gov/Agencies/Local_Government/Cities.shtml http://nces.ed.gov/globallocator/ https://harvester.census.gov/imls/search/index.asp http://nccsweb.urban.org/PubApps/search.php http://www.usa.gov/Government/Tribal-Sites/index.shtml http://www.usa.gov/Agencies/State-and-Territories.shtml http://www.nreca.coop/about-electric-cooperatives/member-directory/ Oregon Hawaii Washington ADDENDUM ONE (1) To that certain NJPA RFP #120716 Issued by National Joint Powers Alliance® For the procurement of VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES Consider the following to be part of the above-titled RFP: Pre-Proposal Conference. Because some prospective vendors may have had difficulty accessing our originally scheduled pre-proposal conference, we are providing another conference. You do not need to attend this conference in order to respond to the RFP, but it is highly recommended. It will be held November 23, 11 a.m. CT. Topic: Vehicles, Cars, Vans, SUVs, & Light Trucks with Related Equipment, Accessories, and Services Host: National Joint Powers Alliance Date and Time: Wednesday, November 23, 2016 11:00 am, Central Standard Time (Chicago, GMT-06:00) Wednesday, November 23, 2016 12:00 pm, Eastern Standard Time (New York, GMT-05:00) Wednesday, November 23, 2016 9:00 am, Pacific Standard Time (San Francisco, GMT-08:00) Wednesday, November 23, 2016 10:00 am, Mountain Standard Time (Arizona, GMT-07:00) Event number: 660 414 994 Registration password: This event does not require a password for registration To view in other time zones or languages, please click the link: https://njpa.webex.com/njpa/onstage/g.php?MTID=e1d362d785372a206a9e12e120811c627 ------------------------------------------------------- To join the audio conference only ------------------------------------------------------- US TOLL: +1-415-655-0001 Global call-in numbers: https://njpa.webex.com/njpa/globalcallin.php?serviceType=EC&ED=491351762&tollFree=0 Access code: 660 414 994 ------------------------------------------------------- For assistance ------------------------------------------------------- You can contact National Joint Powers Alliance at: vidcon@njpacoop.org https://www.webex.com IMPORTANT NOTICE: This WebEx service includes a feature that allows audio and any documents and other materials exchanged or viewed during the session to be recorded. By joining this session, you automatically consent to such recordings. If you do not consent to the recording, discuss your concerns with the meeting host prior to the start of the recording or do not join the session. Please note that any such recordings may be subject to discovery in the event of litigation. Acknowledgment of Addendum One (1) to RFP 120716 emailed on November 16, 2016. COMPANY NAME: _________________________________________________ SIGNATURE: _________________________________________________ DATE: ________________________________ Please include this signed Addendum with your RFP response. City of Palo Alto (ID # 10539) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/7/2019 City of Palo Alto Page 1 Summary Title: Street Sweeping Contract Extension Title: Approval of Amendment Number 1 to Contract Number C15152971 With Contract Sweeping Services, Inc. for Street Sweeping Services, in Order to Extend the Term by six Months (Through April 24, 2020) and Increase the Rate Schedule by the Applicable Consumer Price Index (CPI) During the Additional six Months From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute the attached Amendment No. 1 (Attachment A) to Contract No. C15152971 with Contract Sweeping Services, Inc. (CSS) for street sweeping, in order to extend the contract term by six months, through April 24, 2020, and increase the rate schedule by the applicable consumer price index (CPI) during the additional six-months. Background The Public Works Department’s Public Services Division is responsible for maintaining cleanliness throughout various city-owned public places, including sweeping over 17,000 curb miles of streets annually.Street sweeping is a key maintenance task that includes removing leaves, trash,and particulate debris such as metal particles from street surfaces and gutters, preventing these materials from entering our storm drain system and the San Francisco Bay, as required by State and Federal laws. On September 22, 2014, following a Request for Proposals (RFP) competitive solicitation process, Council approved a five-year contract with CSS for the provision of services through October 26,2019 (CMR#4892). The current five-year contract provides street sweeping services for all residential and light commercial areas throughout the City. Discussion Staff recommends this amendment to extend the contract term with CSS by six months to allow continued street sweeping services at the current contracted rate through April 24, 2020, at an increased rate schedule in accordance with the relevant consumer price index (CPI) for the City of Palo Alto Page 2 additional six months.The contract expiration date coincides with the busiest time of the year for street sweeping. In Palo Alto, the heaviest leaf fall typically occurs between mid-October and mid-February of each year. If street sweeping is not performed properly during this time, fallen leaves and other debris could block the City’s storm drain system, which could lead to minor flooding in some neighborhoods. By extending the contract term for an additional six months,subsequent future contracts will start in May of each year instead of November. This action allows the City to avoid the repeated scenario where a new sweeping contractor who is unfamiliar with the city’s environment and expectations would start work in November, during the heaviest street sweeping period. This amendment also benefits the City by keeping for another six months a responsive contractor who has demonstrated over the term of the contract its shared interest with the City both in keeping the environment clean and clear of debris and keeping the city’s residents and businesses satisfied. CSS frequently solicits for both positive and negative feedback to continue providing the best service possible and to mitigate any problems or complaints when necessary and feasible. Resource Impact This contract amendment extends the term of the contract and increases the rate schedule by the relevant consumer price index (CPI). These changes do not impact funding, as sufficient funding to cover the cost was included in the operating budget of the Refuse Fund for FY 2020. Policy Implications This recommendation does not represent any change to existing City policies. Environmental Review The recommended action is CEQA-exempt under the California Environmental Quality Act pursuant to CEQA Guidelines Section 15061(b)(3). Attachments: ·Attachment A -Amendment #1 Page 1 of 4 AMENDMENT NO. 1 TO CONTRACT NO. C15152971 BETWEEN THE CITY OF PALO ALTO AND CONTRACT SWEEPING SERVICES, INC. This Amendment No. 1 (this “Amendment”) to Contract No. C15152971 (the “Contract” as defined below) is entered into September 9, 2019, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and CONTRACT SWEEPING SERVICES, INC., a California corporation, located at located at 760 E Capitol Ave., Milpitas CA 95035, Telephone Number (800)647-9337 (“CONTRACTOR”). CITY and CONTRACTOR are referred to collectively as the “Parties” in this Agreement. R E C I T A L S A. The Contract (defined below) was entered into between the Parties for the provision of street sweeping services, as detailed therein. B. The Parties now wish to amend the Contract to extend the term by six months, to increase the compensation accordingly, and to increase the compensation rates during the Additional Term (as defined below) by a percentage equal to the change in the applicable Consumer Price Index, as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C15152971 between CONTRACTOR and CITY, dated September 22, 2014. b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 3, “TERM”, of the Contract is hereby amended to read as follows: “The term of this Agreement is from October 27, 2014 through October 26, 2019 (the “Original Term”) and October 27, 2019 through April 24, 2020 (the “Additional Term”) inclusive, subject to the provisions of Sections Q and V of the General Terms and Conditions.” SECTION 3. Section 6, “COMPENSATION DURING ADDITIONAL TERMS”, of the Contract is hereby amended to read as follows: DocuSign Envelope ID: E51B378A-B59A-4DF2-86B2-2D630D8376E6 Page 2 of 4 “CONTRACTOR’s compensation rates for the Additional Term (as defined in Section 3, “Term”, of this Agreement) shall not exceed the rates provided for the Additional Term in Exhibit C (“Compensation”) of this Agreement. Such rates have been adjusted as required for any Additional Term under the Agreement: by a percentage equal to the change in the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco-Oakland-San Jose area, published by the United States Department of Labor Statistics (CPI) which is published most immediately preceding the commencement of the Additional Term, compared to the CPI published most immediately preceding the commencement date of the then-expiring term, and in no case to exceed five percent of the rates effective the then immediately preceding term.” SECTION 4. The following exhibit to the Contract is hereby amended to read as set forth in the attachment to this Amendment, and which exhibit is incorporated in full into this Amendment and into the Contract by this reference: a. Exhibit “C” entitled “SCHEDULE OF FEES” (AMENDED, REPLACES PREVIOUS) SECTION 4. Legal Effect. Except as herein modified, all other provisions of the Contract, including any exhibits, shall remain in full force and effect. SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) DocuSign Envelope ID: E51B378A-B59A-4DF2-86B2-2D630D8376E6 Page 3 of 4 Signatures of the Parties IN WITNESS WHEREOF, the Parties hereto have by their duly authorized representatives executed this Amendment effective as of on the date first above written. CITY OF PALO ALTO City Manager or Designee APPROVED AS TO FORM: City Attorney or designee (Contract over $25k) CONTRACT SWEEPING SERVICES, INC. Officer 1 By: Name: Title: Officer 2 (Required for Corp. or LLC) By: Name: Title: Attachments: Exhibit “C” entitled “SCHEDULE OF FEES”, AMENDED, REPLACES PREVIOUS. DocuSign Envelope ID: E51B378A-B59A-4DF2-86B2-2D630D8376E6 Gina Vella Vice President Owner Joe Vella Page 4 of 4 EXHIBIT C SCHEDULE OF FEES (AMENDED, REPLACES PREVIOUS) ALTERNATIVE 3. Compensation based upon fee schedule CITY shall pay CONTRACTOR according to the following rate schedule. The maximum amount of compensation to be paid to Contractor, including both payment for services and any specified reimbursable expenses, shall not exceed the applicable “Per Year Total Not to Exceed Amount” detailed below. Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to City. DETAILED RATE SCHEDULE – ORIGINAL TERM (Oct. 27, 2014 – Oct. 26, 2019): Scope Labor Category Estimated Quantity Unit Rate Extended Task 1 Routine Street Sweeping 17,272 Curb Miles $28.35 $489,661.20 Task 2 Debris Removal 2,500 Tons $28.00 $70,000 Task 3 Unscheduled Service – T&M 500 Hrs. Annually $65.00 $32,500 Emergency Service 100 Hrs. Annually $65.00 $6,500 Emergency Mobilization Per Occurrence $95.00 Per Year Total Not To Exceed Amount (Tasks 1-3) $598,661.20 DETAILED RATE SCHEDULE – ADDITIONAL TERM (Oct. 27, 2019– April 24, 2020): Scope Labor Category Estimated Quantity Unit Rate Extended Task 1 Routine Street Sweeping 17,272 Curb Miles $32.06 $553,740.32 Task 2 Debris Removal 2,500 Tons $31.66 $79,150 Task 3 Unscheduled Service – T&M 500 Hrs. Annually $73.52 $36,760 Emergency Service 100 Hrs. Annually $73.52 $7,352 Emergency Mobilization Per Occurrence $107.43 Per Year Total Not To Exceed Amount (Tasks 1-3) $677,002.32 DocuSign Envelope ID: E51B378A-B59A-4DF2-86B2-2D630D8376E6 City of Palo Alto (ID # 10563) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/7/2019 City of Palo Alto Page 1 Council Priority: Climate/Sustainability and Climate Action Plan Summary Title: Approval of REC Master Agreements with Three Suppliers Title: Adoption of a Resolution Approving an Updated Standard Form Master Renewable Energy Certificate (REC) Purchase and Sale Agreement, Approving Master REC Agreements With Three Counterparties, and Modifying the Approval Process for Future Individual REC Master Agreements, Thus Amending Section 2 and Recital J of Resolution Number 9652 From: City Manager Lead Department: Utilities Recommendation Staff recommends that the City Council adopt a resolution (Attachment A) to: a) Approve an updated standard form Renewable Energy Certificate (REC) Master Purchase and Sale Agreement, amending Section 2 of Resolution 9652 to replace the prior version approved by Council in 2016 and; b) Approve the execution of Renewable Energy Credit (REC) Master Agreements using the updated standard form with three new counterparties (ACT Commodities, RPS Advisors, and SVCE); c) Waive the investment-grade credit rating requirement for these new counterparties as well as all future REC Master Agreement counterparties; d) Delegate authority to the City Manager, and/or his designee, to transact under REC Master Agreements and to enter into future REC Master Agreements subject to the $5 million maximum annual expenditure levels set forth in Resolution 9831; and e) Approve a modification to the approval process for individual REC Master Agreements, amending Recital J of Resolution 9652, such that Council approval of individual REC Master Agreements is no longer required where Council has authorized the City Manager to award and sign REC contracts with qualified, eligible counterparties, as described in Section 2.30.340(b) of the Municipal Code. Background An active set of counterparties is essential to ensure that the City of Palo Alto meets its electric supply portfolio objectives and various program needs in a competitive and efficient manner. City of Palo Alto Page 2 To those ends, the Council has authorized the City to enter into electric and REC Master Agreements with a number of counterparties to enable the City to purchase and sell electricity, RECs, and related products, subject to specific delegated authorities, limits and internal risk management and purchasing controls. In November 2013, Council authorized the City Manager, or his designee, to buy RECs from thirteen pre-qualified suppliers with whom the City has executed REC Master Agreements (Staff Report 4170, Resolution 9379). The authority granted by that resolution applied to transactions to meet the needs of the PaloAltoGreen program, the City’s renewable portfolio standard (RPS) requirements, and the Carbon Neutral Plan, and was limited to a $5 million annual expenditure limit through 2018. In May 2019, Council approved a six-year extension of this authority—at the same expenditure level but with an updated set of suppliers—to enable the purchase of RECs that may be required to meet the City’s sustainability objectives in a competitive, timely, and cost-effective manner (Staff Report 10024, Resolution 9831). Note that the $5 million annual limit applies to the City’s expenditures to purchase RECs, but there is no corresponding cap on the revenue the City may receive from REC sales. In compliance with the City’s Energy Risk Management Policy, the City does not purchase supplies beyond what is needed to serve forecasted load. But due to the steady erosion of the City’s electric load and an evolution its RPS compliance strategy, the City has recently generated a surplus of RECs that staff wishes to sell. To streamline the process of establishing Master Agreements with potential suppliers, in 2016 Council pre-approved a standard form REC Master Agreement that is publicly available to be executed by suppliers meeting the City’s financial requirements (Staff Report 7428, Resolution 9652). While Section 2.30.340(b) of the Municipal Code permits Council to authorize the City Manager to award and sign contracts with eligible counterparties, in Resolution 9652 staff added an additional step in which each standard form Master Agreement negotiated with a specific supplier would also be presented to Council for approval. Staff now wishes to remove this extra step and simply follow the approval process set forth in Section 2.30.340(b). Discussion Since 2016, when Council authorized the use of a standard form REC Master Agreement that suppliers are able to execute at any time, no suppliers came forward until recently, when the current set of three suppliers did so independently. Therefore, this set of REC Master Agreements will be the first to be executed under the City’s rolling, standard form Master Agreement approval process.1 The three suppliers seeking REC Master Agreements with the City at this time include two who primarily sell RECs and other environmental commodities (ACT Commodities and RPS Advisors) to utilities and other buyers. The third supplier, Silicon Valley Clean Energy (SVCE), is a Community Choice Aggregation (CCA) agency—a publicly- owned provider of electricity to thirteen communities in Santa Clara County. SVCE, which is 1 Note that the standard form REC Master Agreement that staff seeks approval of in the attached resolution differs slightly from the form of agreement approved by Council in 2016. The non-substantive changes primarily relate to clarifying that the agreement can be used by the City to make purchases and sales of RECs. City of Palo Alto Page 3 headquartered in Sunnyvale, was formed in 2016 and began serving customers in 2017. At this time, SVCE is primarily interested in purchasing the City’s surplus RECs. Transactions allowed under the REC Master Agreements are limited to the purchase and sale of “unbundled” RECs—that is, the renewable energy attribute (the REC) is sold independently from the underlying electrical energy. Note that, as with the City’s other REC Master Agreements, these three will not include individual transaction limits; the only authority limit applicable to these agreements is the annual aggregate purchase limit of $5 million set forth in Resolution 9831. Staff also recommends that Council waive the City’s investment-grade credit rating requirement, which applies to suppliers of electrical wholesale utility commodities per Section 2.30.340(c) of the City’s Municipal Code, for these three counterparties, as well as future REC Master Agreement counterparties. Since the RECs the City purchases under these agreements are always transferred to the City within the year in which they’re purchased, and typically within days of the date of purchase, the City has no long-term exposure to counterparties under these agreements. REC Master Agreements are enabling agreements which prequalify counterparties and establish general terms and conditions under which the City and the supplier will transact and settle transactions. The REC Master Agreement does not commit the City to any transactions. Given this, and the fact that the City has no long-term exposure to counterparties under these agreements, staff also recommends modifying the REC Master Agreement approval process laid out in Recital J of Resolution 9652 such that Council approval of individual REC Master Agreements is no longer required. Council’s prior authorization, in Resolution 9831, to the City Manager to award and sign contracts with eligible counterparties under Section 2.30.340(b) of the Municipal Code would remain effective. Finally, given that Resolution 9831 capped the City’s total purchase authority under all of its REC Master Agreements at $5 million annually and because that authority only extends through 2024, staff recommends that no maximum expenditure limits or transaction terms be established for individual REC Master Agreements. Staff is currently working with the UAC to develop a long-term policy for REC sales, now that it appears the City may be in a position to sell RECs for several years to come. Once such a policy for the sale of RECs is recommended by the UAC and adopted by Council, revenues associated with the REC Master Agreements may be included in Utilities revenue forecasts on a long-term basis. Resource Impact Adoption of the attached resolution has no budgetary impact and will not commit the City to engaging in any transactions with the counterparties mentioned (ACT Commodities, RPS Advisors, or SVCE). However, adoption of the attached resolution will enable the City to proceed with individual transactions with any of the prequalified counterparties. Aggregate transactions executed under these REC Master Agreements will be subject to the previously adopted $5 million maximum annual purchase authority for REC transactions. Potential budget City of Palo Alto Page 4 adjustments will be analyzed as part of the annual budget process. Policy Implications Approval of the attached resolution is consistent with the Council-approved Electric Integrated Resource Plan; supports the Council-approved 2018 Utilities Strategic Plan’s strategy to achieve a sustainable and resilient energy supply; and supports the City’s Sustainability and Climate Action Plan (S/CAP). Environmental Review Adoption of the attached resolution updating the City’s REC Master Agreement template, approving three REC Master Agreements with individual counterparties and modifying the approval process for future REC Master Agreements is not subject to California Environmental Quality Act (CEQA) review, as it is an administrative governmental activity that will not result in any direct or indirect physical change to the environment (CEQA Guidelines section 15378(b)(5)). Attachments: • Attachment A: Resolution Approving Three REC Master Agreements and Modifying the REC Master Agreement Approval Process • Attachment B: REC Master Agreement with ACT Commodities • Attachment C: REC Master Agreement with RPS Advisors • Attachment D: REC Master Agreement with Silicon Valley Clean Energy Attachment A * NOT YET APPROVED * Resolution No. _____ Resolution of the Council of the City of Palo Alto Approving an Updated 2019 Standard Form Master Renewable Energy Certificate (REC) Purchase and Sale Agreement, Approving Master REC Agreements with Three Counterparties, and Modifying the Approval Process for Future Individual REC Master Agreements, Thus Amending Section 2 and Recital J of Resolution 9652 R E C I T A L S A. The City of Palo Alto (the “City") provides electricity to residential and commercial customers located within its jurisdictional boundary. B. Implementing the City’s PaloAltoGreen voluntary renewable energy program (the “PAG Program”) and its Carbon Neutral Plan for the electric supply portfolio involves the City’s purchase of renewable energy certificates (“RECs”) to meet retail customer demands for renewable energy products in a competitive manner. D. The City purchases other RECs through long-term power purchase agreements (“PPAs”) to comply with California’s Senate Bill 100 (2018), which requires all load serving entities to have a Renewable Portfolio Standard (RPS) of at least 60 percent by 2030. E. Due to recent declines in its total electrical demand, the City has recently found itself with a surplus of RECs from its PPAs, and thus begun to pursue sales of some RECs. F. In 2013, through Resolution No. 9379, the Council delegated authority to the City Manager, or his designee, to execute purchases and sales of RECs to meet the needs of City’s PAG Program, RPS and Carbon Neutral Plan by negotiating and executing Master Agreements with the following thirteen pre-qualified suppliers, in an aggregate amount not to exceed five million dollars ($5,000,000) annually during calendar years 2013 through 2018, inclusive: 1. 3Degrees Group, Inc. 2. Bonneville Environmental Foundation 3. Constellation Energy Commodities Group 4. EDF Trading North America, LLC 5. Element Markets, LLC 6. Idaho Wind Power Partners 1, LLC 7. Lakeview Green Energy, Inc. 8. Nexant, Inc. 9. NextEra Energy Power Marketing, LLC 10. Pacific Corp. 11. Powerex Corp. 12. Shell Energy North America (US), L.P. 13. Sterling Planet Holdings, Inc. H. In May 2019, through Resolution 9831, the City extended the City Manager’s authority to execute transactions under the Master Renewable Energy Certificate (REC) Attachment A * NOT YET APPROVED * Purchase and Sale Agreements through 2024 at the same aggregate expenditure limit ($5,000,000 annually), and repealed Resolution 9379. I. In 2016, through Resolution 9652, the City Council approved a Standard Form Master REC Agreement that is publicly available to be executed by suppliers meeting the City’s financial requirements. J. While Section 2.30.340(b) of the Municipal Code permits Council to authorize the City Manager to award and sign wholesale utility commodity Master Agreements with eligible counterparties, in Recital J of Resolution 9652 staff added an additional step in which each standard form Master Agreement negotiated with a specific supplier would also be presented to Council for approval. Staff now wishes to remove this extra step for REC Master Agreements only, and simply follow the approval process set forth in Section 2.30.340(b). K. Staff also wishes to update the City’s 2016 Standard Form REC Master Agreement approved in Resolution 9652; the updated 2019 agreement clarifies that it may be used to both purchase and sell RECs, and contains useful updates to the REC certification requirements, performance assurance terms, and billing dispute language. K. RECs procured through the City’s REC Master Agreements are always delivered to the City within days or weeks of the transaction, and therefore the City has no long-term exposure to its counterparties under these agreements. L. REC Master Agreements are enabling agreements which prequalify counterparties and establish general terms and conditions under which the City and the supplier will transact and settle transactions; they do not commit the City to any transactions. The Council of the City of Palo Alto does hereby RESOLVE, as follows: SECTION 1. The Council approves the updated 2019 standard form Renewable Energy Certificate Master Purchase and Sale Agreement (the 2019 Agreement with changes shown in redline is attached as Exhibit A), amending Section 2 of Resolution 9652 (Resolution 9652, as amended with changes shown in redline, is attached as Exhibit C) to replace the prior REC Master Agreement approved by Council in 2016; SECTION 2. The Council approves the execution of REC Master Purchase and Sale Agreements using the updated form with with ACT Commodities, RPS Advisors, and Silicon Valley Clean Energy (SVCE). SECTION 3. The Council waives the credit rating requirements of Palo Alto Municipal Code Section 2.30.340(c) for the three counterparties listed above, as well as all future REC Master Agreement counterparties executed under the authority granted to the City Manager via Resolution 9831. Attachment A * NOT YET APPROVED * SECTION 4. The Council authorizes the City Manager, and/or his designee, to transact under REC Master Agreements and to enter into future REC Master Agreements subject to the $5 million maximum annual expenditure levels set forth in Resolution 9831. SECTION 5. The Council amends the approval process for individual REC Master Agreements, amending Recital J of Resolution 9652, such that Council approval of individual REC Master Agreements is no longer required, where the Council has authorized the City Manager to award and sign REC contracts with qualified, eligible counterparties, as described in Section 2.30.340(b) of the Municipal Code. The approval process outlined in Recital J for Standard Form Electric Master Agreements will remain unchanged (Resolution 9652, as amended with changes shown in redline, is attached as Exhibit C). SECTION 6. The Council finds that the adoption of this resolution updating the City’s REC Master Agreement template, approving three REC Master Agreements with individual counterparties and modifying the approval process for future REC Master Agreements is not subject to California Environmental Quality Act (CEQA) review because it is an administrative government activity that will not result in any direct or indirect physical change to the environment (CEQA Guidelines section 15378(b)(5)). INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: ___________________________ ___________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ___________________________ ___________________________ Assistant City Attorney City Manager ___________________________ Director of Utilities ___________________________ Director of Administrative Services Exhibit A to Attachment A {D0387142.DOCX / 1}120110 dm 6051656 1 MASTER RENEWABLE ENERGY CERTIFICATE PURCHASE AND SALE AGREEMENT This Master Renewable Energy Certificate Purchase and Sale Agreement (the “Master Agreement”) is made as of this _____ day of __________, 20__ (“Effective Date”), by and between the City of Palo Alto, California, a chartered California municipal corporation with its primary business address at 250 Hamilton Avenue, Palo Alto, California 94301 (“City”) and _______________ with its primary business address at __________________________ (“Counterparty A”). Counterparty A and City may be referred to in the Master Agreement individually, as a “Party” and/or collectively, as “the Parties.” This Master Agreement, together with Confirmation Letters, Attestation Form, and other exhibits related to REC Transaction(s) shall be referred to as “Agreement(s).” RECITALS: A. The Parties wish to buy and sell RECs (as defined herein) on the terms set forth in this Master Agreement; B. City and Counterparty A wish to enter into this Master Agreement to facilitate future Renewable Energy Certificate (REC) purchases and/or sales; and C. This Master Agreement facilitates, but does not guarantee, Counterparty A’s qualifications with respect to future REC Transactions, and it does not guarantee that the City will enter into any future REC Transactions with the Counterparty A. NOW, THEREFORE, in consideration of the recitals and the covenants, terms and conditions of this Master Agreement, the Parties agree: AGREEMENT: 1. Term and Termination. The term of this Master Agreement shall commence on the Effective Date, as set forth above, and shall remain in effect until terminated. This Master Agreement may be terminated by either Party upon thirty (30) days’ written notice, except that any such termination shall not be effective until all payments, deliveries and other obligations of the Parties under this Master Agreement, and any Confirmation Letters executed there under, have been completed. 2. Definitions. As used in this Master Agreement, the following terms have the respective meanings set forth below, unless the context otherwise clearly indicates. Other capitalized terms are defined elsewhere in this Master Agreement. Exhibit A to Attachment A {D0387142.DOCX / 1}120110 dm 6051656 2 “Administrator” means a state or federal administrator, Certification Authority, Governmental Authority or other body with jurisdiction over Certification under, or the transfer or transferability of Environmental Attributes in, any particular Applicable Standard. “Applicable Law” means all legally binding constitutions, treaties, statutes, laws, ordinances, rules, regulations, orders, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to the Applicable Standard or any one or both of the Parties or the terms hereof. “Applicable Standard” means a domestic, international or foreign Renewable Portfolio Standard, including a California or Federal Renewable Portfolio Standard, renewable energy, emissions reduction, or Product Reporting Rights program, scheme or organization, adopted by a Governmental Authority or otherwise, other mandatory or voluntary standard or set of rules, or other similar program with respect to which exists a market, registry or reporting for particular Environmental Attributes, as specified in the Confirmation Letter. An Applicable Standard may include any legislation or regulation concerned with renewable energy, oxides of nitrogen, sulfur, or carbon, with particulate matter, soot, or mercury, or implementing the UNFCCC or crediting “early action” with a view thereto, or laws or regulations involving or administered by an Administrator, or under any present or future domestic, international or foreign RECs, Products, Environmental Attributes or emissions trading program. Applicable Standards do not include legislation providing for production tax credits or other direct third-party subsidies for generation by a Renewable Energy Source. “Applicable Tracking System” means the generation information system, generation attribute tracking system, or other system specified in the Confirmation Letter that records generation from the Renewable Energy Facility in a particular geographic region, such as WREGIS. “Attestation Form” means the Green-e Energy Renewable Attestation From Wholesale Provider of Electricity Or RECs specified in the form set forth in Exhibit B to this Master Agreement, or such other form required under the Applicable Standard, which includes a binding declaration by the Seller, which substantiates the accuracy of the RECs and will provide all information required under the Applicable Standard. “Bankrupt” means with respect to any entity, such entity (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due. Exhibit A to Attachment A {D0387142.DOCX / 1}120110 dm 6051656 3 “Business Day” means any day, except a Saturday, Sunday, or any day observed as a legal holiday by the City. “Buyer” means the Party purchasing RECs in a REC Transaction governed by this Master Agreement. “Certification” means, if applicable, the certification by the Certification Authority of the Applicable Standard of (i) the creation and characteristics of a REC, (ii) the qualification of a Renewable Energy Facility or a Renewable Energy Source under an Applicable Standard, (iii) delivery of a REC, or (iv) other compliance with the requirements of an Applicable Standard. “Certification Authority” means an entity that certifies the generation, characteristics or delivery of a REC, or the qualification of a Renewable Energy Facility or Renewable Energy Source under an Applicable Standard, may include, as applicable, the Administrator, Applicable Tracking System, a Governmental Authority, the Verification Provider, one or both of the Parties, an independent auditor, or other third party, and should include (i) if no Applicable Standard is specified, the Seller, or the generator of the RECs if the Seller is not the generator, (ii) if the RECs are to be delivered pursuant to an Applicable Standard, the Administrator of the Applicable Standard, or such other person or entity specified by the Applicable Standard to perform Certification, or (iii) such other person or entity specified by the Parties. “Certified Renewable Energy Source” means any Renewable Energy Source that is recognized under an Applicable Standard as specified by the Parties. “Confidential Information” is defined in Section 12 “Confirmation Letter” or “Confirm” means the form used by the Parties to effect a REC Transaction in the form of Exhibit A, attached and incorporated by this reference, specifying the terms of such REC Transaction, including the following: (1) any Environmental Attributes not included with Product or Retained by Seller, (2) the quantity to be purchased and sold; (3) the purchase price; (4) the Delivery Deadline; (5) the Applicable Standard; and, (6) if necessary in accordance with the terms of the REC Transaction, (a) the Vintage(s); (b) the Renewable Energy Facility or Facilities from which the Product is to be generated; (c) the Renewable Energy Source and (d) the geography of the Product. The Confirmation Letter constitutes part of, and is subject to, the terms and provisions of this Master Agreement. “Costs” means, with respect to the Non-Defaulting Party, the present value of brokerage fees, commissions, attorneys’ fees, and other similar third party transaction costs and expenses reasonably incurred by such Party either in terminating or replacing any arrangement pursuant to this Master Agreement; as determined by the Non-Defaulting Party in a commercially reasonable manner. Exhibit A to Attachment A {D0387142.DOCX / 1}120110 dm 6051656 4 “Credit Rating” means with respect to a Party, on any date of determination, the lower of its long-term senior unsecured debt rating (not supported by third party credit enhancement) or its issuer rating by the specified rating agency. “Defaulting Party” is defined in Section 6. “Delivery Deadline” means date specified in the Confirmation Letter by which the Seller shall deliver and Buyer shall receive RECs in accordance with an Applicable Standard. . “Environmental Attribute” means an aspect, claim, characteristic, or benefit associated with the generation of a quantity of electricity by a Renewable Energy Facility, other than the Energy produced, and that is capable of being measured, verified or calculated. An Environmental Attribute may include one or more of the following identified with a particular megawatt hour of generation by a Renewable Energy Facility designated prior to Delivery: the Renewable Energy Facility’s use of a particular Renewable Energy Source, avoided Nox, Sox, CO2 or greenhouse gas emissions, avoided water use (but not water rights or other rights or credits obtained pursuant to requirements of Applicable Law in order to site and develop the Renewable Energy Facility itself) or as otherwise defined under an Applicable Standard, or as agreed by the Parties. Environmental Attributes do not include production tax credits or other direct third-party subsidies for generation of electricity by any specified Renewable Energy Facility. “Event of Default” is defined in Section 6. “Force Majeure” is defined in Section 22. “Gains” means, with respect to any Party, an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), resulting from the termination of a Terminated Transaction, determined by it in a commercially reasonable manner. “Governmental Authority” means any national, federal, provincial, state, municipal, county, regional or local government, administrative, judicial or regulatory entity operating under any Applicable Laws and includes any department, commission, bureau, board, administrative agency or regulatory body of any government. “Green-e” means an independent renewable energy certification and verification program, administered by the Center for Resource Solutions, a Section 501(c)3 nonprofit organization based in San Francisco, California. “Interest Rate” means the prime lending rate published under the heading “Money Rates” in the Wall Street Journal. Exhibit A to Attachment A {D0387142.DOCX / 1}120110 dm 6051656 5 “Losses” means, with respect to any Party, an amount equal to the present value of the economic loss to it, if any (exclusive of Costs), resulting from termination of a Terminated Transaction, determined by it in a commercially reasonable manner. “Party” or “Parties” means City and Counterparty A, individually or collectively, as applicable. “Product” means the RECs to be delivered in a particular Transaction, which may include Environmental Attributes, Verifications, Certifications and other characteristics as specified in a Confirmation Letter. “Product Reporting Rights” means the exclusive right to report sole ownership of the Product to any Certification Authority, Applicable Tracking System, Administrator, Governmental Authority or other party, including under Section 1605(b) of the Energy Policy Act of 1992, or under any present or future Applicable Standard. “REC Transaction” means a particular, specific transaction to purchase RECs agreed upon between the Parties as specified in a Confirmation Letter. “REC Transaction Date” means the date specified on the Confirmation Letter. “Renewable Energy Certificates” (“REC” means a certificate, credit, allowance, green tag, Tradable Renewable Certificate (“TRC”) or other transferable document, which is created by an Applicable Standard or a Certification Authority and is associated with the generation of one (1) megawatt hour (“MWh”) of electricity from one or more Renewable Energy Sources by a Renewable Energy Facility. A REC shall include all Environmental Attributes associated with the generation of such electricity, unless specified otherwise in a Confirmation Letter and in accordance with the Applicable Standard, as well as all related Product Reporting Rights, and shall be verified or certified by a Verification Provider or Certification Authority, in accordance with the Applicable Standard. Such Environmental Attributes may be disaggregated and retained, or sold separately, as the Parties agree. A REC is separate from the energy produced and may be separately transferred or conveyed. “Renewable Energy Facility” means an electric generation unit or other facility or installation that produces electric energy using a Renewable Energy Source. “Renewable Energy Source” means an energy source that is not fossil carbon-based, non-renewable or radioactive, and may include solar, wind, biomass, geothermal, landfill, gas, or wave, tidal and thermal ocean technologies. “Renewable Portfolio Standard” or “RPS” means a state or federal law, rule or regulation that requires a stated amount or minimum proportion or quantity of electricity that is sold or used by specified persons to be generated from Renewable Energy Sources. Exhibit A to Attachment A {D0387142.DOCX / 1}120110 dm 6051656 6 “Seller” means the Party selling RECs in a REC Transaction governed by this Master Agreement. “Settlement Amount” means the Losses or Gains, and Costs which the Non-Defaulting Party incurs as a result of the liquidation of a Terminated Transaction pursuant to Section 7. “Terminated Transaction” is defined in Section 7. “Verification Provider” means an entity that could be an entity other than the Certification Authority, but could also be the Certification Authority, that verifies or audits specified aspects of Products, RECs, or one or more specified Environmental Attributes. “Vintage” means the calendar year, quarter, or other specified period of time in which the energy associated with the REC was generated. “WECC” means Western Electricity Coordinating Council, the western regional council of the North American Electric Reliability Corporation (NERC). “WREGIS” means the Western Renewable Energy Generation Information System, an independent, renewable energy tracking system for the region covered by the Western Electricity Coordinating Council (WECC). 3. REC Transactions. (a) Purchase and Sale: On the terms and subject to the conditions set forth in this Master Agreement, Seller agrees to sell, and Buyer agrees to purchase, all of Seller's rights, title and interest in and to the RECs to be provided on the dates and otherwise as set forth on any Confirmation Letter(s) now, or hereafter, entered into between the Parties (Exhibit A, attached and incorporated by this reference). (b) Delivery Obligations: As specified in the applicable Confirmation Letter, one of the following delivery obligations (“Delivery Obligation”) shall apply to each Product quantity to be delivered under each REC Transaction: If the Confirmation Letter provides that the RECs delivery obligation is: (i) “Firm” Seller shall deliver the RECs by the Delivery Deadline, and no ground for excuse other than Force Majeure shall apply; Exhibit A to Attachment A {D0387142.DOCX / 1}120110 dm 6051656 7 (ii) “Unit Contingent” Seller’s obligation to deliver the RECs will be excused to the extent the Renewable Energy Facility is not able to generate Environmental Attributes in the Vintage or other agreed-to time period as specified in the Confirmation Letter, (due to the performance of the Renewable Energy Facility); or (iii) “Project Contingent” Seller’s obligation to deliver the RECs will be excused to the extent the Renewable Energy Facility is not able to generate Environmental Attributes in the Vintage or other agreed-to time period as specified in the Confirmation Letter, due to a delay or failure in constructing or obtaining necessary approvals to construct or modify and operate the new or modified Renewable Energy Facility, or due to reasons as specified in the Confirmation Letter. (c) Right to Sell and Associated Declarations. With respect to each REC Transaction, Seller hereby represents and warrants to Buyer, upon Delivery for each Product, the following: (i) Seller has exclusive rights to, good and marketable title to, and unencumbered interest in, the Product described in each REC Transaction under Applicable Law; and (ii) Seller transfers and sells to Buyer all present and future rights, title, and unencumbered interest of Seller in and to the Environmental Attributes (as discussed in the Confirmation Letter) to the extent Seller will have such rights, title, and interest in and to such RECs under Applicable Law and such transfer and sale to Buyer is not in violation of any Applicable Law at the time of execution of the Confirmation Letter. (d) Notwithstanding whether such RECs are transferable to Seller under any Applicable Law, with respect to each REC Transaction upon Delivery for each Product, Seller covenants to Buyer that: (i) Seller has not transferred, and will not transfer, any portion of the rights, title and interest in and to the Product to a third party; (ii) Product will not be sold, marketed, or otherwise claimed by Seller; (iii) Product delivered to Buyer shall be sold by Seller once and only once; Exhibit A to Attachment A {D0387142.DOCX / 1}120110 dm 6051656 8 (iv) the Environmental Attributes or the electricity that was generated with the attributes were not used to meet any federal, state or local renewable energy requirement, renewable energy procurement, Renewable Portfolio Standard, or other renewable energy mandate; and (v) the electricity that was generated with the attributes was not separately sold, separately marketed or otherwise separately represented as renewable energy by Seller. Seller shall take such action as may be necessary to transfer and evidence the transfer of RECs to Buyer. (e) Confirmation. Unless otherwise agreed in writing, Seller will send Buyer a Confirmation Letter, which may be in substantially the form attached hereto as Exhibit A, or as modified, to describe the specific RECs to be purchased in the REC Transaction. Upon receipt of such Confirmation Letter, the other Party shall promptly return, in the manner described in Section 11, “Notices”, a written acceptance thereof, which shall be a signed copy of the Confirmation Letter. (f) REC Contract Price. Buyer agrees to buy and Seller agrees to sell each REC at a price in dollars per MWh as set forth in the Confirmation Letter. (g) REC Product Quantity. Seller will provide to Buyer RECs in the quantity as set forth in the Confirmation Letter in accordance with the specified Delivery Obligation. (h) Monetary Value of REC Transactions. The monetary value of each REC Transaction will be set forth in the Confirmation Letter associated with that Transaction. (i) Certification. Seller represents and warrants that it will provide to Buyer RECs that meet or exceed the Applicable Standard as set forth in the Confirmation Letter. (j) Reporting. (i) If required under the Applicable Standard, Seller shall be obligated to complete and provide to Buyer a signed copy of the Attestation Form, or City-approved equivalent substitute, no later than the Delivery Deadline, as specified in the Confirmation Letter. Exhibit A to Attachment A {D0387142.DOCX / 1}120110 dm 6051656 9 (ii) Buyer is not obligated to pay Seller for any RECs which have not been delivered. (k) Applicable Tracking System. If specified in the Confirmation Letter, Seller shall deliver to Buyer, and Buyer shall receive, the RECs by the Delivery Deadline via the Applicable Tracking System (or other mechanism provided for in the Confirmation Letter), such as WREGIS, such that all rights, title to and interest in the RECs shall transfer from Seller to Buyer upon such delivery and in accordance with the rules of the Applicable Tracking System. 4. Financial and Performance Assurances. (a) Material Adverse Change. A “Material Adverse Change” occurs with respect to either Party if: reasonable grounds exist to cause a Party to belief that the creditworthiness of the other Party has become unsatisfactory or that a Party’s ability to perform under this Master Agreement has been materially impaired. (b) Adequate Assurances. If a Party believes that a Material Adverse Change has occurred, the dissatisfied Party (the “First Party”) may make a written request for the other Party (the “Second Party”) to provide adequate assurance in an amount determined in a commercially reasonable manner, and in a form acceptable to the First Party (“Performance Assurance”). The sum total of all Performance Assurance that the First Party may request from the Second Party under this Master Agreement shall not exceed the value of the Termination Payment that would be owed to the First Party had an Early Termination Date occurred on the date of such request. Acceptable Performance Assurance includes cash, an irrevocable standby letter of credit, a prepayment or such other acceptable security acceptable to the First Party, in its sole discretion. Upon receipt of the request to provide adequate assurance, the Second Party shall have five (5) Business Days to provide such Performance Assurance before an Event of Default under Section 6 of this Master Agreement will be deemed to have occurred and the First Party will be entitled to the remedies set forth in Section 7. If the Second Party provides such Performance Assurance to the First Party within five (5) Business Days, it is understood that the Second Party shall not in fact have defaulted under this Master Agreement by incurring a Material Adverse Change. 5. Billing and Terms of Payment. Exhibit A to Attachment A {D0387142.DOCX / 1}120110 dm 6051656 10 (a) Billing. Upon each delivery of RECs, Seller shall provide an invoice to Buyer in the amount applicable to each REC Transaction executed under the Confirmation Letter. (b) Terms of Payment. The terms of payment shall be net thirty (30) days after the date Buyer receives a properly prepared and accurate invoice sent to the Buyer’s address, which shall include at a minimum: (1) Seller’s complete name and address where payment is to be remitted; (2) Buyer’s complete name and address where bill is to be sent; (3) Price and billing units consistent with the Confirmation Letter(s) executed by the Parties; (4) quantity; (5) Attestation, if required, will be delivered with invoice; (6) invoice date; (7) total monetary amount; (8) terms of payment, including any applicable discount calculations; (9) tax amount/rate information, if applicable. (c) Payment may be made by check or wire transfer. Payment by check shall be considered made when received by Seller. City agrees to send its payment to: Address: _____________________ Attention: _____________________ Wiring instructions: Counterparty A agrees to send its payment to: Address: 250 Hamilton Ave., Palo Alto, CA 94301 Attention: _____________________ Wiring instructions: (d) Disputes and Adjustments of Invoices. A Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice, rendered under this Agreement or adjust any invoice for any arithmetic or computational error within twelve (12) months of the date the invoice, or adjustment to an invoice, was rendered. In the event an invoice or portion thereof is disputed, payment of the undisputed portion of the invoice shall be Exhibit A to Attachment A {D0387142.DOCX / 1}120110 dm 6051656 11 required to be made when due, with notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within two (2) Business Days of such resolution. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments. Any dispute with respect to an invoice is waived unless the other Party is notified in accordance with this Section 5(d) within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made. If an invoice is not rendered within twelve (12) months after the close of the month during which performance of a REC Transaction occurred, the right to payment for such performance is waived. 6. Events of Default. A Party is in default (“Default”) hereunder if that Party (the “Defaulting Party”) does any of the following (each an “Event of Default”): (a) the failure of the Buyer to make any payment required pursuant to this Master Agreement, if such failure is not remedied within fifteen (15) Business Days after written notice, provided that if the Buyer, in good faith, disputes all or any portion of the payment, the Buyer shall pay only that portion of the payment that it does not dispute; (b) the failure of the Seller to deliver RECs when due pursuant to this Master Agreement, if such failure is not remedied within five (5) Business Days after written notice to the affected Party; (c) any representation or warranty provided by either Party herein that shall prove to have been false or misleading in any material respect when made or repeated; (d) the failure by a Party to perform any covenant or agreement set forth in this Master Agreement and applicable Confirmation Letters and incorporated exhibits (other than its obligations to make any payment or obligations which are otherwise specifically covered as a separate Event of Default), and such failure is not cured within fifteen (15) Business Days after written notice thereof to the affected Party; (e) the Party becomes Bankrupt; or Exhibit A to Attachment A {D0387142.DOCX / 1}120110 dm 6051656 12 (f) the failure by a Party to provide timely and satisfactory financial and/or performance assurance when requested to do so under the terms of this Master Agreement, and such failure is not cured within five (5) Business Days after written notice thereof to the affected Party. 7. Remedies for Default. (a) Declaration of Early Termination Date and Calculation of Settlement Amounts. If an Event of Default with respect to a Defaulting Party occurs and is continuing, the other Party (the “Non-Defaulting Party”) will have the right to do any or all of the following: (i) designate a day, no earlier than the day such notice is effective and no later than 20 days after such notice is effective, as an early termination date (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate all, but not less than all, REC Transactions (each referred to as a “Terminated Transaction”) between the Parties; (ii) withhold any payments due to the Defaulting Party under this Master Agreement; and (iii) suspend performance. (b) Calculation of Settlement Amounts. The Non-Defaulting Party will calculate, in a commercially reasonable manner, a Settlement Amount for each such Terminated Transaction as of the Early Termination Date by aggregating its Gains, Losses and Costs with respect to each such Terminated Transaction (or, to the extent that in the reasonable opinion of the Non-Defaulting Party certain of such Terminated Transactions are commercially impracticable to liquidate and terminate or may not be liquidated and terminated under Applicable Law on the Early Termination Date, as soon thereafter as is reasonably practicable). If the Non- Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Master Agreement, the settlement amount shall be zero, notwithstanding any provision of this Master Agreement to the contrary. (c) Net Out of Settlement Amounts. The Non-Defaulting Party will aggregate all Settlement Amounts into a single amount by netting out the following: (i) all amounts that are due to the Defaulting Party, if the Defaulting Party is Seller, for RECs that have been delivered and not yet paid Exhibit A to Attachment A {D0387142.DOCX / 1}120110 dm 6051656 13 for, plus, at the option of the Non-Defaulting Party, any or all other amounts due to the Defaulting Party under this Master Agreement; against (ii) all Settlement Amounts that are due to the Non-Defaulting Party under this Master Agreement, so that all such amounts will be netted out to a single liquidated amount (the “Termination Payment”) payable by the Non-Defaulting Party. The Termination Payment, if any, is due from the Defaulting Party to the Non-Defaulting Party within five (5) Business Days following notice. (d) Calculation Disputes. If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Settlement Amount or Termination Payment, in whole or in part, the Defaulting Party will, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation, provide the Non-Defaulting Party a detailed written explanation of the basis for such dispute. (e) Limitation on Damages. The Defaulting Party’s liability will be limited to direct, actual damages, and Costs only, and such direct, actual damages, and Costs will be the sole and exclusive remedy hereunder. In no event will either Party be liable to the other under this Master Agreement for any consequential, incidental, punitive, exemplary, or indirect damages in tort, contract, or otherwise pursuant to this Section 7, except for any claims indemnified pursuant to Section 8. (f) Exclusive Remedy. THE REMEDIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO THE NONDEFAULTING PARTY IN THE EVENT OF A PARTY’S DEFAULT WITH RESPECT TO ITS OBLIGATIONS TO SELL OR PURCHASE RECS, AND A PARTY’S LIABILITY SHALL BE LIMITED AS SET FORTH IN THIS SECTION. ALL OTHER REMEDIES OR DAMAGES FOR FAILURE TO SELL OR PURCHASE RECS AT LAW ARE HEREBY WAIVED. 8. Indemnification. (a) Indemnification of City: To the fullest extent permitted by Applicable Law, Counterparty A agrees to protect, defend, hold harmless and indemnify City, its City Council, commissioners, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney’s fees in providing a Exhibit A to Attachment A {D0387142.DOCX / 1}120110 dm 6051656 14 defense to any claim arising therefrom, for which City shall become liable arising from Counterparty A’s acts, errors, or omissions with respect to or in any way connected with the maintenance, assistance and services performed by Counterparty A pursuant to this Master Agreement and subsequent REC Transactions and related Confirmation Letters, except for claims, liabilities and damages caused by the City’s sole negligence or willful misconduct. (b) Indemnification of Counterparty A: To the fullest extent permitted by Applicable Law, City agrees to protect, defend, hold harmless and indemnify Counterparty A, its board of directors, officers, employees and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney’s fees in providing a defense to any claim arising therefrom, for which Counterparty A shall become liable arising from City’s negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the maintenance, assistance and services performed by City pursuant to this Master Agreement and subsequent and related Confirmation Letters, except for claims, liabilities and damages caused by the Counterparty A’s comparative negligence or willful misconduct. 9. Relationship of the Parties. The relationship of the Parties under this Master Agreement is that of independent contractors. The Parties specifically state their intention that this Master Agreement is not intended to create a partnership or any other co-owned enterprise unless specifically agreed to by the Parties in a separate written instrument. Except as specifically provided herein, each Party shall continue to have the right to contract independent of the other Party with individuals and entities. Each Party shall be responsible for its own operating expenses and personnel expenses. 10. Taxes and Costs. Unless otherwise specified in the applicable Confirmation Letter (and to the extent not included in the purchase price), each Party shall bear the cost of any taxes imposed on such Party in relation to or arising out of such REC Transaction. Each Party shall be liable for all costs, fees, commissions or other payments due to brokers, agents or other intermediaries incurred by such Party (and shall indemnify and hold the other Party harmless from and against all such amounts) in connection with the drafting, consummation or performance of this Master Agreement or any REC Transaction hereunder. 11. Notices. Exhibit A to Attachment A {D0387142.DOCX / 1}120110 dm 6051656 15 All notices required or permitted to be given hereunder in writing shall, unless expressly provided otherwise, be in writing, properly addressed, postage pre-paid and delivered by hand, facsimile, certified or registered mail, courier or electronic messaging system to the appropriate address as either Party may designate from time to time by providing notice thereof to the other Party. If to City: Address: 250 Hamilton Ave. Palo Alto, CA 94301 Attention: City Clerk Phone: (650) 329-2571 Fax: (650) 328-3631 With a copy to: Address: 250 Hamilton Ave. Palo Alto, CA 94301 Attention: Director of Utilities Phone: (650) 329-2277 Fax: (650) 329-2154 If to Counterparty A: Address: Attention: Phone: Fax: Notices delivered by facsimile or by an electronic messaging system shall require confirmation through a reply facsimile or electronic message. 12. Confidential Information. (a) “Confidential Information” shall mean and include information consisting of documents and materials of a disclosing Party and/or any other technical, financial or business information of or about a disclosing Party which is not available to the general public, as well as all information derived from such information, which is furnished or made available to the other Party and is clearly labeled, marked or otherwise identified as “confidential” or “proprietary information.” (b) The disclosing Party is the Party to whom the Confidential Information originally belongs and who shall, after appropriate notice from the receiving Party, bear the burden of pursuing any legal remedies to retain the confidential status of the Confidential Information, as set forth in Section 12(e), below. (c) Confidential Information disclosed by either Party to the other shall be held by the receiving Party in confidence, and shall not be: Exhibit A to Attachment A {D0387142.DOCX / 1}120110 dm 6051656 16 (i) used by the recipient to the detriment of the disclosing Party; or (ii) made available for third parties to use. (d) Each Party will direct its employees, contractors, consultants and representatives who have access to any Confidential Information to comply with all the terms of this Section. Information received by the receiving Party shall not be Confidential Information if: (i) it is or becomes available to the public through no wrongful act of the receiving Party; (ii) it is already in the possession of the receiving Party and not subject to any confidentially agreement between the Parties; (iii) it is received from a third party without restriction for the benefit of the disclosing Party and without breach of this Master Agreement; (iv) it is independently developed by the receiving Party; or (v) it is disclosed pursuant to a requirement of law or a duly empowered government agency or a court of competent jurisdiction after due notice and an adequate opportunity to intervene is given to the disclosing Party, unless such notice is prohibited. (e) Counterparty A acknowledges that City is a public agency and is subject to the requirements of the California Public Records Act Cal. Gov. Code section 6250 et seq. Counterparty A may submit Confidential Information to City pursuant to Section 12(a), above and City will maintain such identified documents as confidential to the fullest ext extent allowed by law. However, upon request or demand from any third person or entity not a party to this Master Agreement (“Requestor”) for production, inspection and/or copying of information designated by a disclosing Party as Confidential Information, the receiving Party shall notify the disclosing Party that such request has been made in accordance with Section 11 of this Master Agreement. Upon receipt of this notice, the disclosing Party shall be solely responsible for taking whatever legal steps may be necessary to protect the information deemed by it to be Confidential Information and to prevent release of information to the Requestor by the receiving Party. If within ten (10) days after receiving the foregoing notice from the receiving Party, the disclosing Party takes no such action, the receiving Party shall be permitted to comply with the Requestor’s demand and is not required to defend against it. (f) Upon termination or expiration of this Master Agreement, the receiving Party shall, at the disclosing Party’s direction, either return or destroy all of the disclosing Party’s Confidential Information and so certify in writing. The obligations of this provision will survive for one (1) year after any termination or expiration of this Master Agreement. Exhibit A to Attachment A {D0387142.DOCX / 1}120110 dm 6051656 17 13. Publicity and Disclosure. Counterparty A shall not use the name, trade name, trademarks, service marks of or owned by City, or logos of City, or share Confidential Information in any publicity releases, news releases, annual reports, product packaging, signage, stationery, print literature, advertising, websites or other media without securing the prior written approval of City. Counterparty A shall not, without prior written consent of City, represent, directly or indirectly, that any product or service offered by Counterparty A has been approved or endorsed by City. Counterparty A agrees that City may make oral and written reports and other communications regarding this Master Agreement and subsequent REC Transactions to the Palo Alto City Manager, City Council and other public officials as required by law, which reports and communications will be public reports and communications. 14. Nondiscrimination. As set forth in Palo Alto Municipal Code section 2.30.510, Counterparty A agrees that in the performance of this Master Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. Counterparty A acknowledges that it has read and understands the provisions of Chapter 2.30 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Chapter 2.30 pertaining to nondiscrimination in employment, including completing the -form furnished by City and set forth in Exhibit C. 15. Miscellaneous Representations and Warranties. (a) Each Party represents and warrants that the execution and performance of this Master Agreement and subsequent REC Transactions will not conflict with or result in a breach of any other agreement to which it is a party. (b) Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of a state of the United States of America. (c) Each Party represents and warrants that it has full power and authority to make, execute, deliver and perform this Master Agreement and subsequent REC Transactions. (d) Each Party represents and warrants that it will abide by the Applicable Program as specified in each Confirmation Letter. Exhibit A to Attachment A {D0387142.DOCX / 1}120110 dm 6051656 18 (e) Each Party represents and warrants that it will abide by the Green-e Standard v. 1.5 or as amended when applicable. 16. Choice of Law. The laws of the State of California shall be applied and be controlling for all purposes and all matters relating to the Master Agreement. In the event that an action is brought, the Parties agree that trial of such action will be vested exclusively in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 17. Entire Agreement. This Master Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, whether oral or written, of the Parties. 18. Amendments. Except to the extent herein provided, no amendment, supplement, modification, termination or waiver of this Master Agreement shall be enforceable unless executed in writing by the Party to be bound thereby. 19. Assignment. This Master Agreement is binding on any successors and assigns of the Parties. Neither Party may otherwise transfer or assign this Master Agreement, in whole or in part, without the other Party’s written consent. Such consent shall not be unreasonably withheld. 20 Non-Waiver; No Third Party Beneficiaries. No waiver by any Party of any of its rights with respect to the other Party or with respect to this Master Agreement or any matter or default arising in connection with this Master Agreement, shall be construed as a waiver of any other right, matter or default. Any waiver shall be in writing signed by the waiving Party. No payment, partial payment, acceptance or partial acceptance by City will operate as a waiver on the part of the City of any of its rights under the Master Agreement. This Master Agreement and subsequent Confirmation Letters related to REC Transaction are made and entered into for the sole benefit of the Parties, and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, have any rights under, or have any direct or indirect cause of action or claim in connection with this Master Agreement. Exhibit A to Attachment A {D0387142.DOCX / 1}120110 dm 6051656 19 21. Severability. In the event that any provision of the Master Agreement is found to be void or unenforceable, such findings shall not be construed to render any other provision of the Master Agreement either void or unenforceable, and all other provisions shall remain in full force and effect unless the provisions which are void or unenforceable shall substantially affect the rights or obligations granted to or undertaken by either Party. 22. Force Majeure. Neither Party shall be liable in any respect for failure or delay in the fulfillment or performance of REC Transactions under this Master Agreement, if performance is hindered or prevented, directly or indirectly by an event beyond the reasonable control of either Party, including, without limitation, war, public emergency or calamity, fire, earthquake, Acts of God, strikes, labor disturbance or actions, civil disturbances or riots, litigation brought by third parties against the Parties, or any act of a superior governmental authority or court order. Force Majeure may not be based on (i) Seller’s ability to sell RECs to another at a price greater than the purchase price specified in the Confirmation Letter, (ii) Buyer’s inability economically to use or resell the RECs, or (iii) Buyer’s ability to purchase RECs at a price less than the purchase price specified in the Confirmation Letter. 23. Exhibits and Insurance. The exhibits attached hereto are incorporated into this Master Agreement by reference. The exhibits may only be revised upon mutual agreement between the Parties unless otherwise specified in the exhibits. In the event of a conflict between this Master Agreement and the Confirmation Letter, the terms of the Confirmation Letter shall prevail. During the term of this Master Agreement, Counterparty A shall maintain the insurance levels set forth on Exhibit D. 24. Compliance with Law. Each Party will comply with all lawful federal, state and local law, ordinances, resolutions, rate schedules, rules and regulations that may affect its rights and obligations under the Master Agreement. 25. Fiscal Provisions. The REC Transactions under this Master Agreement are subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. The Master Agreement and all related Confirmation Letters and Agreements will terminate without penalty (i) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (ii) at any time within a fiscal year in the event that funds are Exhibit A to Attachment A {D0387142.DOCX / 1}120110 dm 6051656 20 only appropriated for a portion of the fiscal years and funds for the City’s obligations are no longer made available. This provision will take precedence in the event of a conflict with any other term or condition of the Master Agreement. IN WITNESS WHEREOF, each of the Parties hereto acknowledge that they have read the terms and conditions contained herein, understand and agree to the same and agree to be bound thereby and have caused this Master Agreement to be executed in duplicate originals by its duly authorized representative on the respective dates entered below. CITY OF PALO ALTO (“CITY”) __________________________ City Manager APPROVED AS TO FORM: __________________________ Senior Deputy City Attorney APPROVED: __________________________ Director of Administrative Services __________________________ Director of Utilities XXXX (“Counterparty A”) By: __________________________ Name: Title: Taxpayer Identification No. {D0387142.DOCX / 1}Page 1 of 1 190926 dm 6051582 Exhibit A Confirmation Letter #1 The following describes a REC Transaction between City and Counterparty A for the sale, purchase and delivery of Renewable Energy Certificates (“RECs”) pursuant to the terms of the REC Master Agreement between the City of Palo Alto and Counterparty A dated ___________, 20__. Initially capitalized terms used and not otherwise defined herein are defined in the Master Agreement. Basic Commercial Terms: REC Transaction Date: REC Transaction Reference: Seller: Buyer: Renewable Resource Facility: Renewable Energy Source: Geography: Vintage(s): REC Product Quantity (MWh): REC Contract Price ($/MWh): Monetary Value of REC Transaction ($): Delivery Deadline: Product Specific Terms: Applicable Standard: Environmental Attributes retained by Seller, if any: Applicable Tracking System: Attestation Form Required [yes, no] Delivery Obligation [Firm, Unit Contingent, Project Contingent]: This Confirmation Letter is executed pursuant to and in accordance with the Master Agreement, and constitutes part of and is subject to the terms and provisions of the Master Agreement. The Parties agree to the REC Transaction set forth herein. XXXX (“Buyer”) XXXX (“Seller”) Signature Signature Name Name Title Title Date Date {D0387142.DOCX / 1}Page 1 of 1 190926 dm 6051582 Exhibit B Certification of Nondiscrimination As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not and will not during the course of this contract discriminate in the employment of any person because of race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person and that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. Authorized Signature:____________________________________________________ Date: _____________________ {D0387142.DOCX / 1}Page 1 of 1 190926 dm 6051582 Exhibit C Insurance Requirements Counterparty A shall maintain the level of insurance set forth below: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURREN CE AGGREGATE YES WORKER’S COMPENSATION YES EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING - EACH OCCURRENCE $1,000,000 $1,000,000 ALL OWNED, HIRED, NON-OWNED PROPERTY DAMAGE $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE {D0387142.DOCX / 1}Page 1 of 1 190926 dm 6051582 WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION I. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. II. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 {D0387142.DOCX / 1}120110 dm 6051656 1 MASTER RENEWABLE ENERGY CERTIFICATE PURCHASE AND SALE AGREEMENT This Master Renewable Energy Certificate Purchase and Sale Agreement (the “Master Agreement”) is made as of this 17 day of September, 2019 (“Effective Date”), by and between the City of Palo Alto, California, a chartered California municipal corporation with its primary business address at 250 Hamilton Avenue, Palo Alto, California 94301 (“City”) and ACT Commodities Inc with its primary business address at 437 Madison Avenue, Suite 17A, New York, NY 10022 (“Counterparty A”). Counterparty A and City may be referred to in the Master Agreement individually, as a “Party” and/or collectively, as “the Parties.” This Master Agreement, together with Confirmation Letters, Attestation Form, and other exhibits related to REC Transaction(s) shall be referred to as “Agreement(s).” RECITALS: A. The Parties wish to buy and sell RECs (as defined herein) on the terms set forth in this Master Agreement; B. City and Counterparty A wish to enter into this Master Agreement to facilitate future Renewable Energy Certificate (REC) purchases and/or sales; and C. This Master Agreement facilitates, but does not guarantee, Counterparty A’s qualifications with respect to future REC Transactions, and it does not guarantee that the City will enter into any future REC Transactions with the Counterparty A. NOW, THEREFORE, in consideration of the recitals and the covenants, terms and conditions of this Master Agreement, the Parties agree: AGREEMENT: 1.Term and Termination. The term of this Master Agreement shall commence on the Effective Date, as set forth above, and shall remain in effect until terminated. This Master Agreement may be terminated by either Party upon thirty (30) days’ written notice, except that any such termination shall not be effective until all payments, deliveries and other obligations of the Parties under this Master Agreement, and any Confirmation Letters executed there under, have been completed. 2.Definitions. As used in this Master Agreement, the following terms have the respective meanings set forth below, unless the context otherwise clearly indicates. Other capitalized terms are defined elsewhere in this Master Agreement. “Administrator” means a state or federal administrator, Certification Authority, Governmental Authority or other body with jurisdiction over Certification under, or the transfer or transferability of Environmental Attributes in, any particular Applicable Standard. “Applicable Law” means all legally binding constitutions, treaties, statutes, laws, Attachment B {D0387142.DOCX / 1}120110 dm 6051656 2 ordinances, rules, regulations, orders, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to the Applicable Standard or any one or both of the Parties or the terms hereof. “Applicable Standard” means a domestic, international or foreign Renewable Portfolio Standard, including a California or Federal Renewable Portfolio Standard, renewable energy, emissions reduction, or Product Reporting Rights program, scheme or organization, adopted by a Governmental Authority or otherwise, other mandatory or voluntary standard or set of rules, or other similar program with respect to which exists a market, registry or reporting for particular Environmental Attributes, as specified in the Confirmation Letter. An Applicable Standard may include any legislation or regulation concerned with renewable energy, oxides of nitrogen, sulfur, or carbon, with particulate matter, soot, or mercury, or implementing the UNFCCC or crediting “early action” with a view thereto, or laws or regulations involving or administered by an Administrator, or under any present or future domestic, international or foreign RECs, Products, Environmental Attributes or emissions trading program. Applicable Standards do not include legislation providing for production tax credits or other direct third- party subsidies for generation by a Renewable Energy Source. “Applicable Tracking System” means the generation information system, generation attribute tracking system, or other system specified in the Confirmation Letter that records generation from the Renewable Energy Facility in a particular geographic region, such as WREGIS. “Attestation Form” means the Green-e Energy Renewable Attestation From Wholesale Provider of Electricity Or RECs specified in the form set forth in Exhibit B to this Master Agreement, or such other form required under the Applicable Standard, which includes a binding declaration by the Seller, which substantiates the accuracy of the RECs and will provide all information required under the Applicable Standard. “Bankrupt” means with respect to any entity, such entity (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due. “Business Day” means any day, except a Saturday, Sunday, or any day observed as a legal holiday by the City. “Buyer” means the Party purchasing RECs in a REC Transaction governed by this Master Agreement. “Certification” means, if applicable, the certification by the Certification Authority of the Applicable Standard of (i) the creation and characteristics of a REC, (ii) the qualification of a Renewable Energy Facility or a Renewable Energy Source under an Applicable {D0387142.DOCX / 1}120110 dm 6051656 3 Standard, (iii) delivery of a REC, or (iv) other compliance with the requirements of an Applicable Standard. “Certification Authority” means an entity that certifies the generation, characteristics or delivery of a REC, or the qualification of a Renewable Energy Facility or Renewable Energy Source under an Applicable Standard, may include, as applicable, the Administrator, Applicable Tracking System, a Governmental Authority, the Verification Provider, one or both of the Parties, an independent auditor, or other third party, and should include (i) if no Applicable Standard is specified, the Seller, or the generator of the RECs if the Seller is not the generator, (ii) if the RECs are to be delivered pursuant to an Applicable Standard, the Administrator of the Applicable Standard, or such other person or entity specified by the Applicable Standard to perform Certification, or (iii) such other person or entity specified by the Parties. “Certified Renewable Energy Source” means any Renewable Energy Source that is recognized under an Applicable Standard as specified by the Parties. “Confidential Information” is defined in Section 12 “Confirmation Letter” or “Confirm” means the form used by the Parties to effect a REC Transaction in the form of Exhibit A, attached and incorporated by this reference, specifying the terms of such REC Transaction, including the following: (1) any Environmental Attributes not included with Product or Retained by Seller, (2) the quantity to be purchased and sold; (3) the purchase price; (4) the Delivery Deadline; (5) the Applicable Standard; and, (6) if necessary in accordance with the terms of the REC Transaction, (a) the Vintage(s); (b) the Renewable Energy Facility or Facilities from which the Product is to be generated; (c) the Renewable Energy Source and (d) the geography of the Product. The Confirmation Letter constitutes part of, and is subject to, the terms and provisions of this Master Agreement. “Costs” means, with respect to the Non-Defaulting Party, the present value of brokerage fees, commissions, attorneys’ fees, and other similar third party transaction costs and expenses reasonably incurred by such Party either in terminating or replacing any arrangement pursuant to this Master Agreement; as determined by the Non-Defaulting Party in a commercially reasonable manner. “Credit Rating” means with respect to a Party, on any date of determination, the lower of its long-term senior unsecured debt rating (not supported by third party credit enhancement) or its issuer rating by the specified rating agency. “Defaulting Party” is defined in Section 6. “Delivery Deadline” means date specified in the Confirmation Letter by which the Seller shall deliver and Buyer shall receive RECs in accordance with an Applicable Standard. . “Environmental Attribute” means an aspect, claim, characteristic, or benefit associated with the generation of a quantity of electricity by a Renewable Energy Facility, other {D0387142.DOCX / 1}120110 dm 6051656 4 than the Energy produced, and that is capable of being measured, verified or calculated. An Environmental Attribute may include one or more of the following identified with a particular megawatt hour of generation by a Renewable Energy Facility designated prior to Delivery: the Renewable Energy Facility’s use of a particular Renewable Energy Source, avoided Nox, Sox, CO2 or greenhouse gas emissions, avoided water use (but not water rights or other rights or credits obtained pursuant to requirements of Applicable Law in order to site and develop the Renewable Energy Facility itself) or as otherwise defined under an Applicable Standard, or as agreed by the Parties. Environmental Attributes do not include production tax credits or other direct third-party subsidies for generation of electricity by any specified Renewable Energy Facility. “Event of Default” is defined in Section 6. “Force Majeure” is defined in Section 22. “Gains” means, with respect to any Party, an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), resulting from the termination of a Terminated Transaction, determined by it in a commercially reasonable manner. “Governmental Authority” means any national, federal, provincial, state, municipal, county, regional or local government, administrative, judicial or regulatory entity operating under any Applicable Laws and includes any department, commission, bureau, board, administrative agency or regulatory body of any government. “Green-e” means an independent renewable energy certification and verification program, administered by the Center for Resource Solutions, a Section 501(c)3 nonprofit organization based in San Francisco, California. “Interest Rate” means the prime lending rate published under the heading “Money Rates” in the Wall Street Journal. “Losses” means, with respect to any Party, an amount equal to the present value of the economic loss to it, if any (exclusive of Costs), resulting from termination of a Terminated Transaction, determined by it in a commercially reasonable manner. “Party” or “Parties” means City and Counterparty A, individually or collectively, as applicable. “Product” means the RECs to be delivered in a particular Transaction, which may include Environmental Attributes, Verifications, Certifications and other characteristics as specified in a Confirmation Letter. “Product Reporting Rights” means the exclusive right to report sole ownership of the Product to any Certification Authority, Applicable Tracking System, Administrator, Governmental Authority or other party, including under Section 1605(b) of the Energy Policy Act of 1992, or under any present or future Applicable Standard. {D0387142.DOCX / 1}120110 dm 6051656 5 “REC Transaction” means a particular, specific transaction to purchase RECs agreed upon between the Parties as specified in a Confirmation Letter. “REC Transaction Date” means the date specified on the Confirmation Letter. “Renewable Energy Certificates” (“REC” means a certificate, credit, allowance, green tag, Tradable Renewable Certificate (“TRC”) or other transferable document, which is created by an Applicable Standard or a Certification Authority and is associated with the generation of one (1) megawatt hour (“MWh”) of electricity from one or more Renewable Energy Sources by a Renewable Energy Facility. A REC shall include all Environmental Attributes associated with the generation of such electricity, unless specified otherwise in a Confirmation Letter and in accordance with the Applicable Standard, as well as all related Product Reporting Rights, and shall be verified or certified by a Verification Provider or Certification Authority, in accordance with the Applicable Standard. Such Environmental Attributes may be disaggregated and retained, or sold separately, as the Parties agree. A REC is separate from the energy produced and may be separately transferred or conveyed. “Renewable Energy Facility” means an electric generation unit or other facility or installation that produces electric energy using a Renewable Energy Source. “Renewable Energy Source” means an energy source that is not fossil carbon- based, non-renewable or radioactive, and may include solar, wind, biomass, geothermal, landfill, gas, or wave, tidal and thermal ocean technologies. “Renewable Portfolio Standard” or “RPS” means a state or federal law, rule or regulation that requires a stated amount or minimum proportion or quantity of electricity that is sold or used by specified persons to be generated from Renewable Energy Sources. “Seller” means the Party selling RECs in a REC Transaction governed by this Master Agreement. “Settlement Amount” means the Losses or Gains, and Costs which the Non- Defaulting Party incurs as a result of the liquidation of a Terminated Transaction pursuant to Section 7. “Terminated Transaction” is defined in Section 7. “Verification Provider” means an entity that could be an entity other than the Certification Authority, but could also be the Certification Authority, that verifies or audits specified aspects of Products, RECs, or one or more specified Environmental Attributes. “Vintage” means the calendar year, quarter, or other specified period of time in which the energy associated with the REC was generated. “WECC” means Western Electricity Coordinating Council, the western regional council of the North American Electric Reliability Corporation (NERC). {D0387142.DOCX / 1}120110 dm 6051656 6 “WREGIS” means the Western Renewable Energy Generation Information System, an independent, renewable energy tracking system for the region covered by the Western Electricity Coordinating Council (WECC). 3. REC Transactions. (a) Purchase and Sale: On the terms and subject to the conditions set forth in this Master Agreement, Seller agrees to sell, and Buyer agrees to purchase, all of Seller's rights, title and interest in and to the RECs to be provided on the dates and otherwise as set forth on any Confirmation Letter(s) now, or hereafter, entered into between the Parties (Exhibit A, attached and incorporated by this reference). (b) Delivery Obligations: As specified in the applicable Confirmation Letter, one of the following delivery obligations (“Delivery Obligation”) shall apply to each Product quantity to be delivered under each REC Transaction: If the Confirmation Letter provides that the RECs delivery obligation is: (i) “Firm” Seller shall deliver the RECs by the Delivery Deadline, and no ground for excuse other than Force Majeure shall apply; (ii) “Unit Contingent” Seller’s obligation to deliver the RECs will be excused to the extent the Renewable Energy Facility is not able to generate Environmental Attributes in the Vintage or other agreed-to time period as specified in the Confirmation Letter, (due to the performance of the Renewable Energy Facility); or (iii) “Project Contingent” Seller’s obligation to deliver the RECs will be excused to the extent the Renewable Energy Facility is not able to generate Environmental Attributes in the Vintage or other agreed-to time period as specified in the Confirmation Letter, due to a delay or failure in constructing or obtaining necessary approvals to construct or modify and operate the new or modified Renewable Energy Facility, or due to reasons as specified in the Confirmation Letter. (c) Right to Sell and Associated Declarations. With respect to each REC Transaction, Seller hereby represents and warrants to Buyer, upon Delivery for each Product, the following: (i) Seller has exclusive rights to, good and marketable title to, and unencumbered interest in, the Product described in each REC Transaction under Applicable Law; and {D0387142.DOCX / 1}120110 dm 6051656 7 (ii) Seller transfers and sells to Buyer all present and future rights, title, and unencumbered interest of Seller in and to the Environmental Attributes (as discussed in the Confirmation Letter) to the extent Seller will have such rights, title, and interest in and to such RECs under Applicable Law and such transfer and sale to Buyer is not in violation of any Applicable Law at the time of execution of the Confirmation Letter. (d) Notwithstanding whether such RECs are transferable to Seller under any Applicable Law, with respect to each REC Transaction upon Delivery for each Product, Seller covenants to Buyer that: (i) Seller has not transferred, and will not transfer, any portion of the rights, title and interest in and to the Product to a third party; (ii) Product will not be sold, marketed, or otherwise claimed by Seller; (iii) Product delivered to Buyer shall be sold by Seller once and only once; (iv) the Environmental Attributes or the electricity that was generated with the attributes were not used to meet any federal, state or local renewable energy requirement, renewable energy procurement, Renewable Portfolio Standard, or other renewable energy mandate; and (v) the electricity that was generated with the attributes was not separately sold, separately marketed or otherwise separately represented as renewable energy by Seller. Seller shall take such action as may be necessary to transfer and evidence the transfer of RECs to Buyer. (e) Confirmation. Unless otherwise agreed in writing, Seller will send Buyer a Confirmation Letter, which may be in substantially the form attached hereto as Exhibit A, or as modified, to describe the specific RECs to be purchased in the REC Transaction. Upon receipt of such Confirmation Letter, the other Party shall promptly return, in the manner described in Section 11, “Notices”, a written acceptance thereof, which shall be a signed copy of the Confirmation Letter. (f) REC Contract Price. Buyer agrees to buy and Seller agrees to sell each REC at a price in dollars per MWh as set forth in the Confirmation Letter. (g) REC Product Quantity. Seller will provide to Buyer RECs in the quantity as set forth in the Confirmation Letter in accordance with the specified Delivery Obligation. {D0387142.DOCX / 1}120110 dm 6051656 8 (h) Monetary Value of REC Transactions. The monetary value of each REC Transaction will be set forth in the Confirmation Letter associated with that Transaction. (i) Certification. Seller represents and warrants that it will provide to Buyer RECs that meet or exceed the Applicable Standard as set forth in the Confirmation Letter. (j) Reporting. (i) If required under the Applicable Standard, Seller shall be obligated to complete and provide to Buyer a signed copy of the Attestation Form, or City-approved equivalent substitute, no later than the Delivery Deadline, as specified in the Confirmation Letter. (ii) Buyer is not obligated to pay Seller for any RECs which have not been delivered. (k) Applicable Tracking System. If specified in the Confirmation Letter, Seller shall deliver to Buyer, and Buyer shall receive, the RECs by the Delivery Deadline via the Applicable Tracking System (or other mechanism provided for in the Confirmation Letter), such as WREGIS, such that all rights, title to and interest in the RECs shall transfer from Seller to Buyer upon such delivery and in accordance with the rules of the Applicable Tracking System. 4. Financial and Performance Assurances. (a) Material Adverse Change. A “Material Adverse Change” occurs with respect to either Party if: reasonable grounds exist to cause a Party to belief that the creditworthiness of the other Party has become unsatisfactory or that a Party’s ability to perform under this Master Agreement has been materially impaired. (b) Adequate Assurances. If a Party believes that a Material Adverse Change has occurred, the dissatisfied Party (the “First Party”) may make a written request for the other Party (the “Second Party”) to provide adequate assurance in an amount determined in a commercially reasonable manner, and in a form acceptable to the First Party (“Performance Assurance”). The sum total of all Performance Assurance that the First Party may request from the Second Party under this Master Agreement shall not exceed the value of the Termination Payment that would be owed to the First Party had an Early Termination Date occurred on the date of such request. Acceptable Performance Assurance includes cash, an irrevocable standby letter of credit, a prepayment or such other acceptable security acceptable to the First Party, {D0387142.DOCX / 1}120110 dm 6051656 9 in its sole discretion. Upon receipt of the request to provide adequate assurance, the Second Party shall have five (5) Business Days to provide such Performance Assurance before an Event of Default under Section 6 of this Master Agreement will be deemed to have occurred and the First Party will be entitled to the remedies set forth in Section 7. If the Second Party provides such Performance Assurance to the First Party within five (5) Business Days, it is understood that the Second Party shall not in fact have defaulted under this Master Agreement by incurring a Material Adverse Change. 5. Billing and Terms of Payment. (a) Billing. Upon each delivery of RECs, Seller shall provide an invoice to Buyer in the amount applicable to each REC Transaction executed under the Confirmation Letter. (b) Terms of Payment. The terms of payment shall be net thirty (30) days after the date Buyer receives a properly prepared and accurate invoice sent to the Buyer’s address, which shall include at a minimum: (1) Seller’s complete name and address where payment is to be remitted; (2) Buyer’s complete name and address where bill is to be sent; (3) Price and billing units consistent with the Confirmation Letter(s) executed by the Parties; (4) quantity; (5) Attestation, if required, will be delivered with invoice; (6) invoice date; (7) total monetary amount; (8) terms of payment, including any applicable discount calculations; (9) tax amount/rate information, if applicable. (c) Payment may be made by check or wire transfer. Payment by check shall be considered made when received by Seller. City agrees to send its payment to: Address: 437 Madison Avenue, Suite 17A, New York, NY 10022 Attention: Operations Wiring instructions: Account name: ACT Commodities Inc. Account Number: 00379268 Bank Name: Deutsche Bank Trust Company Americas ABA#: 021-00-1033 Bank Address: 60 WALL STREET 15TH FL Bank City and State: NEW YORK, NY 10005 {D0387142.DOCX / 1}120110 dm 6051656 10 Counterparty A agrees to send its payment to: Address: 250 Hamilton Ave., Palo Alto, CA 94301 Attention: _____________________ Wiring instructions: (d) Disputes and Adjustments of Invoices. A Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice, rendered under this Agreement or adjust any invoice for any arithmetic or computational error within twelve (12) months of the date the invoice, or adjustment to an invoice, was rendered. In the event an invoice or portion thereof is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within two (2) Business Days of such resolution. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments. Any dispute with respect to an invoice is waived unless the other Party is notified in accordance with this Section 5(d) within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made. If an invoice is not rendered within twelve (12) months after the close of the month during which performance of a REC Transaction occurred, the right to payment for such performance is waived. 6. Events of Default. A Party is in default (“Default”) hereunder if that Party (the “Defaulting Party”) does any of the following (each an “Event of Default”): (a) the failure of the Buyer to make any payment required pursuant to this Master Agreement, if such failure is not remedied within fifteen (15) Business Days after written notice, provided that if the Buyer, in good faith, disputes all or any portion of the payment, the Buyer shall pay only that portion of the payment that it does not dispute; (b) the failure of the Seller to deliver RECs when due pursuant to this Master Agreement, if such failure is not remedied within five (5) Business Days after written notice to the affected Party; (c) any representation or warranty provided by either Party herein that shall prove to have been false or misleading in any material respect when made or repeated; {D0387142.DOCX / 1}120110 dm 6051656 11 (d) the failure by a Party to perform any covenant or agreement set forth in this Master Agreement and applicable Confirmation Letters and incorporated exhibits (other than its obligations to make any payment or obligations which are otherwise specifically covered as a separate Event of Default), and such failure is not cured within fifteen (15) Business Days after written notice thereof to the affected Party; (e) the Party becomes Bankrupt; or (f) the failure by a Party to provide timely and satisfactory financial and/or performance assurance when requested to do so under the terms of this Master Agreement, and such failure is not cured within five (5) Business Days after written notice thereof to the affected Party. 7. Remedies for Default. (a) Declaration of Early Termination Date and Calculation of Settlement Amounts. If an Event of Default with respect to a Defaulting Party occurs and is continuing, the other Party (the “Non-Defaulting Party”) will have the right to do any or all of the following: (i) designate a day, no earlier than the day such notice is effective and no later than 20 days after such notice is effective, as an early termination date (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate all, but not less than all, REC Transactions (each referred to as a “Terminated Transaction”) between the Parties; (ii) withhold any payments due to the Defaulting Party under this Master Agreement; and (iii) suspend performance. (b) Calculation of Settlement Amounts. The Non-Defaulting Party will calculate, in a commercially reasonable manner, a Settlement Amount for each such Terminated Transaction as of the Early Termination Date by aggregating its Gains, Losses and Costs with respect to each such Terminated Transaction (or, to the extent that in the reasonable opinion of the Non-Defaulting Party certain of such Terminated Transactions are commercially impracticable to liquidate and terminate or may not be liquidated and terminated under Applicable Law on the Early Termination Date, as soon thereafter as is reasonably practicable). If the Non- Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Master Agreement, the {D0387142.DOCX / 1}120110 dm 6051656 12 settlement amount shall be zero, notwithstanding any provision of this Master Agreement to the contrary. (c) Net Out of Settlement Amounts. The Non-Defaulting Party will aggregate all Settlement Amounts into a single amount by netting out the following: (i) all amounts that are due to the Defaulting Party, if the Defaulting Party is Seller, for RECs that have been delivered and not yet paid for, plus, at the option of the Non-Defaulting Party, any or all other amounts due to the Defaulting Party under this Master Agreement; against (ii) all Settlement Amounts that are due to the Non-Defaulting Party under this Master Agreement, so that all such amounts will be netted out to a single liquidated amount (the “Termination Payment”) payable by the Non-Defaulting Party. The Termination Payment, if any, is due from the Defaulting Party to the Non-Defaulting Party within five (5) Business Days following notice. (d) Calculation Disputes. If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Settlement Amount or Termination Payment, in whole or in part, the Defaulting Party will, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation, provide the Non- Defaulting Party a detailed written explanation of the basis for such dispute. (e) Limitation on Damages. The Defaulting Party’s liability will be limited to direct, actual damages, and Costs only, and such direct, actual damages, and Costs will be the sole and exclusive remedy hereunder. In no event will either Party be liable to the other under this Master Agreement for any consequential, incidental, punitive, exemplary, or indirect damages in tort, contract, or otherwise pursuant to this Section 7, except for any claims indemnified pursuant to Section 8. (f) Exclusive Remedy. THE REMEDIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO THE NONDEFAULTING PARTY IN THE EVENT OF A PARTY’S DEFAULT WITH RESPECT TO ITS OBLIGATIONS TO SELL OR PURCHASE RECS, AND A PARTY’S LIABILITY SHALL BE LIMITED AS SET FORTH IN THIS SECTION. ALL OTHER REMEDIES OR DAMAGES FOR FAILURE TO SELL OR PURCHASE RECS AT LAW ARE HEREBY WAIVED. 8. Indemnification. {D0387142.DOCX / 1}120110 dm 6051656 13 (a) Indemnification of City: To the fullest extent permitted by Applicable Law, Counterparty A agrees to protect, defend, hold harmless and indemnify City, its City Council, commissioners, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney’s fees in providing a defense to any claim arising therefrom, for which City shall become liable arising from Counterparty A’s acts, errors, or omissions with respect to or in any way connected with the maintenance, assistance and services performed by Counterparty A pursuant to this Master Agreement and subsequent REC Transactions and related Confirmation Letters, except for claims, liabilities and damages caused by the City’s sole negligence or willful misconduct. (b) Indemnification of Counterparty A: To the fullest extent permitted by Applicable Law, City agrees to protect, defend, hold harmless and indemnify Counterparty A, its board of directors, officers, employees and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney’s fees in providing a defense to any claim arising therefrom, for which Counterparty A shall become liable arising from City’s negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the maintenance, assistance and services performed by City pursuant to this Master Agreement and subsequent and related Confirmation Letters, except for claims, liabilities and damages caused by the Counterparty A’s comparative negligence or willful misconduct. 9. Relationship of the Parties. The relationship of the Parties under this Master Agreement is that of independent contractors. The Parties specifically state their intention that this Master Agreement is not intended to create a partnership or any other co-owned enterprise unless specifically agreed to by the Parties in a separate written instrument. Except as specifically provided herein, each Party shall continue to have the right to contract independent of the other Party with individuals and entities. Each Party shall be responsible for its own operating expenses and personnel expenses. 10. Taxes and Costs. Unless otherwise specified in the applicable Confirmation Letter (and to the extent not included in the purchase price), each Party shall bear the cost of any taxes imposed on such Party in relation to or arising out of such REC Transaction. Each Party shall be liable for all costs, fees, commissions or other payments due to brokers, agents or other intermediaries incurred by such Party (and shall indemnify and hold the other Party harmless from and against all such amounts) in connection with the drafting, consummation or performance of this Master Agreement or any REC Transaction hereunder. {D0387142.DOCX / 1}120110 dm 6051656 14 11. Notices. All notices required or permitted to be given hereunder in writing shall, unless expressly provided otherwise, be in writing, properly addressed, postage pre-paid and delivered by hand, facsimile, certified or registered mail, courier or electronic messaging system to the appropriate address as either Party may designate from time to time by providing notice thereof to the other Party. If to City: Address: 250 Hamilton Ave. Palo Alto, CA 94301 Attention: City Clerk Phone: (650) 329-2571 Fax: (650) 328-3631 With a copy to: Address: 250 Hamilton Ave. Palo Alto, CA 94301 Attention: Director of Utilities Phone: (650) 329-2277 Fax: (650) 329-2154 If to Counterparty A: Address: 437 Madison Avenue, Suite 17A New York, NY 10088 Attention: Operations Phone: (212) 803-1500 Fax: Notices delivered by facsimile or by an electronic messaging system shall require confirmation through a reply facsimile or electronic message. 12. Confidential Information. (a) “Confidential Information” shall mean and include information consisting of documents and materials of a disclosing Party and/or any other technical, financial or business information of or about a disclosing Party which is not available to the general public, as well as all information derived from such information, which is furnished or made available to the other Party and is clearly labeled, marked or otherwise identified as “confidential” or “proprietary information.” (b) The disclosing Party is the Party to whom the Confidential Information originally belongs and who shall, after appropriate notice from the receiving Party, bear the burden of pursuing any legal remedies to retain the confidential status of the Confidential Information, as set forth in Section 12(e), below. (c) Confidential Information disclosed by either Party to the other shall be held by the receiving Party in confidence, and shall not be: (i) used by the recipient to the detriment of the disclosing Party; or {D0387142.DOCX / 1}120110 dm 6051656 15 (ii) made available for third parties to use. (d) Each Party will direct its employees, contractors, consultants and representatives who have access to any Confidential Information to comply with all the terms of this Section. Information received by the receiving Party shall not be Confidential Information if: (i) it is or becomes available to the public through no wrongful act of the receiving Party; (ii) it is already in the possession of the receiving Party and not subject to any confidentially agreement between the Parties; (iii) it is received from a third party without restriction for the benefit of the disclosing Party and without breach of this Master Agreement; (iv) it is independently developed by the receiving Party; or (v) it is disclosed pursuant to a requirement of law or a duly empowered government agency or a court of competent jurisdiction after due notice and an adequate opportunity to intervene is given to the disclosing Party, unless such notice is prohibited. (e) Counterparty A acknowledges that City is a public agency and is subject to the requirements of the California Public Records Act Cal. Gov. Code section 6250 et seq. Counterparty A may submit Confidential Information to City pursuant to Section 12(a), above and City will maintain such identified documents as confidential to the fullest ext extent allowed by law. However, upon request or demand from any third person or entity not a party to this Master Agreement (“Requestor”) for production, inspection and/or copying of information designated by a disclosing Party as Confidential Information, the receiving Party shall notify the disclosing Party that such request has been made in accordance with Section 11 of this Master Agreement. Upon receipt of this notice, the disclosing Party shall be solely responsible for taking whatever legal steps may be necessary to protect the information deemed by it to be Confidential Information and to prevent release of information to the Requestor by the receiving Party. If within ten (10) days after receiving the foregoing notice from the receiving Party, the disclosing Party takes no such action, the receiving Party shall be permitted to comply with the Requestor’s demand and is not required to defend against it. (f) Upon termination or expiration of this Master Agreement, the receiving Party shall, at the disclosing Party’s direction, either return or destroy all of the disclosing Party’s Confidential Information and so certify in writing. The obligations of this provision will survive for one (1) year after any termination or expiration of this Master Agreement. 13. Publicity and Disclosure. {D0387142.DOCX / 1}120110 dm 6051656 16 Counterparty A shall not use the name, trade name, trademarks, service marks of or owned by City, or logos of City, or share Confidential Information in any publicity releases, news releases, annual reports, product packaging, signage, stationery, print literature, advertising, websites or other media without securing the prior written approval of City. Counterparty A shall not, without prior written consent of City, represent, directly or indirectly, that any product or service offered by Counterparty A has been approved or endorsed by City. Counterparty A agrees that City may make oral and written reports and other communications regarding this Master Agreement and subsequent REC Transactions to the Palo Alto City Manager, City Council and other public officials as required by law, which reports and communications will be public reports and communications. 14. Nondiscrimination. As set forth in Palo Alto Municipal Code section 2.30.510, Counterparty A agrees that in the performance of this Master Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. Counterparty A acknowledges that it has read and understands the provisions of Chapter 2.30 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Chapter 2.30 pertaining to nondiscrimination in employment, including completing the - form furnished by City and set forth in Exhibit C. 15. Miscellaneous Representations and Warranties. (a) Each Party represents and warrants that the execution and performance of this Master Agreement and subsequent REC Transactions will not conflict with or result in a breach of any other agreement to which it is a party. (b) Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of a state of the United States of America. (c) Each Party represents and warrants that it has full power and authority to make, execute, deliver and perform this Master Agreement and subsequent REC Transactions. (d) Each Party represents and warrants that it will abide by the Applicable Program as specified in each Confirmation Letter. (e) Each Party represents and warrants that it will abide by the Green-e Standard v. 1.5 or as amended when applicable. 16. Choice of Law. {D0387142.DOCX / 1}120110 dm 6051656 17 The laws of the State of California shall be applied and be controlling for all purposes and all matters relating to the Master Agreement. In the event that an action is brought, the Parties agree that trial of such action will be vested exclusively in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 17. Entire Agreement. This Master Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, whether oral or written, of the Parties. 18. Amendments. Except to the extent herein provided, no amendment, supplement, modification, termination or waiver of this Master Agreement shall be enforceable unless executed in writing by the Party to be bound thereby. 19. Assignment. This Master Agreement is binding on any successors and assigns of the Parties. Neither Party may otherwise transfer or assign this Master Agreement, in whole or in part, without the other Party’s written consent. Such consent shall not be unreasonably withheld. 20 Non-Waiver; No Third Party Beneficiaries. No waiver by any Party of any of its rights with respect to the other Party or with respect to this Master Agreement or any matter or default arising in connection with this Master Agreement, shall be construed as a waiver of any other right, matter or default. Any waiver shall be in writing signed by the waiving Party. No payment, partial payment, acceptance or partial acceptance by City will operate as a waiver on the part of the City of any of its rights under the Master Agreement. This Master Agreement and subsequent Confirmation Letters related to REC Transaction are made and entered into for the sole benefit of the Parties, and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, have any rights under, or have any direct or indirect cause of action or claim in connection with this Master Agreement. 21. Severability. In the event that any provision of the Master Agreement is found to be void or unenforceable, such findings shall not be construed to render any other provision of the Master Agreement either void or unenforceable, and all other provisions shall remain in full force and effect unless the provisions which are void or unenforceable shall substantially affect the rights or obligations granted to or undertaken by either Party. 22. Force Majeure. {D0387142.DOCX / 1}120110 dm 6051656 18 Neither Party shall be liable in any respect for failure or delay in the fulfillment or performance of REC Transactions under this Master Agreement, if performance is hindered or prevented, directly or indirectly by an event beyond the reasonable control of either Party, including, without limitation, war, public emergency or calamity, fire, earthquake, Acts of God, strikes, labor disturbance or actions, civil disturbances or riots, litigation brought by third parties against the Parties, or any act of a superior governmental authority or court order. Force Majeure may not be based on (i) Seller’s ability to sell RECs to another at a price greater than the purchase price specified in the Confirmation Letter, (ii) Buyer’s inability economically to use or resell the RECs, or (iii) Buyer’s ability to purchase RECs at a price less than the purchase price specified in the Confirmation Letter. 23. Exhibits and Insurance. The exhibits attached hereto are incorporated into this Master Agreement by reference. The exhibits may only be revised upon mutual agreement between the Parties unless otherwise specified in the exhibits. In the event of a conflict between this Master Agreement and the Confirmation Letter, the terms of the Confirmation Letter shall prevail. During the term of this Master Agreement, Counterparty A shall maintain the insurance levels set forth on Exhibit D. 24. Compliance with Law. Each Party will comply with all lawful federal, state and local law, ordinances, resolutions, rate schedules, rules and regulations that may affect its rights and obligations under the Master Agreement. 25. Fiscal Provisions. The REC Transactions under this Master Agreement are subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. The Master Agreement and all related Confirmation Letters and Agreements will terminate without penalty (i) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (ii) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal years and funds for the City’s obligations are no longer made available. This provision will take precedence in the event of a conflict with any other term or condition of the Master Agreement. IN WITNESS WHEREOF, each of the Parties hereto acknowledge that they have read the terms and conditions contained herein, understand and agree to the same and agree to be bound thereby and have caused this Master Agreement to be executed in duplicate originals by its duly authorized representative on the respective dates entered below. {D0387142.DOCX / 1}120110 dm 6051656 19 CITY OF PALO ALTO (“CITY”) __________________________ City Manager APPROVED AS TO FORM: __________________________ Senior Deputy City Attorney APPROVED: __________________________ Director of Administrative Services __________________________ Director of Utilities ACT Commodities Inc (“Counterparty A”) By: __________________________ Name: Michael Vigario Title: Head of Finance Taxpayer Identification No. 47-1704510 {D0387142.DOCX / 1}Page 1 of 1 190917 dm 6051582 Exhibit A Confirmation Letter #1 The following describes a REC Transaction between City and Counterparty A for the sale, purchase and delivery of Renewable Energy Certificates (“RECs”) pursuant to the terms of the REC Master Agreement between the City of Palo Alto and Counterparty A dated ___________, 20__. Initially capitalized terms used and not otherwise defined herein are defined in the Master Agreement. Basic Commercial Terms: REC Transaction Date: REC Transaction Reference: Seller: Buyer: Renewable Resource Facility: Renewable Energy Source: Geography: Vintage(s): REC Product Quantity (MWh): REC Contract Price ($/MWh): Monetary Value of REC Transaction ($): Delivery Deadline: Product Specific Terms: Applicable Standard: Environmental Attributes retained by Seller, if any: Applicable Tracking System: Attestation Form Required [yes, no] Delivery Obligation [Firm, Unit Contingent, Project Contingent]: This Confirmation Letter is executed pursuant to and in accordance with the Master Agreement, and constitutes part of and is subject to the terms and provisions of the Master Agreement. The Parties agree to the REC Transaction set forth herein. XXXX (“Buyer”) XXXX (“Seller”) Signature Signature Name Name Title Title Date Date {D0387142.DOCX / 1}Page 1 of 1 190917 dm 6051582 Exhibit B Certification of Nondiscrimination As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not and will not during the course of this contract discriminate in the employment of any person because of race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person and that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. Authorized Signature:____________________________________________________ Date: 09/17/2019 Professional Services Rev Nov. 1, 2011 EXHIBIT C INSURANCE REQUIREMENTS Counterparty A shall maintain the level of insurance set forth below: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY -EACH PERSON -EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I.INSURANCE COVERAGE MUST INCLUDE: A.A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE INCOVERAGE OR OF COVERAGE CANCELLATION; AND B.A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FORCONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C.DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II.CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III.ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONALINSUREDS” A.PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. Professional Services Rev Nov. 1, 2011 B.CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C.NOTICE OF CANCELLATION 1.IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OFCANCELLATION. 2.IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTOP.O. BOX 10250PALO ALTO, CA 94303 {D0387142.DOCX / 1}120110 dm 6051656 1 MASTER RENEWABLE ENERGY CERTIFICATE PURCHASE AND SALE AGREEMENT This Master Renewable Energy Certificate Purchase and Sale Agreement (the “Master Agreement”) is made as of this 17 day of September, 2019 (“Effective Date”), by and between the City of Palo Alto, California, a chartered California municipal corporation with its primary business address at 250 Hamilton Avenue, Palo Alto, California 94301 (“City”) and ACT Commodities Inc with its primary business address at 437 Madison Avenue, Suite 17A, New York, NY 10022 (“Counterparty A”). Counterparty A and City may be referred to in the Master Agreement individually, as a “Party” and/or collectively, as “the Parties.” This Master Agreement, together with Confirmation Letters, Attestation Form, and other exhibits related to REC Transaction(s) shall be referred to as “Agreement(s).” RECITALS: A. The Parties wish to buy and sell RECs (as defined herein) on the terms set forth in this Master Agreement; B. City and Counterparty A wish to enter into this Master Agreement to facilitate future Renewable Energy Certificate (REC) purchases and/or sales; and C. This Master Agreement facilitates, but does not guarantee, Counterparty A’s qualifications with respect to future REC Transactions, and it does not guarantee that the City will enter into any future REC Transactions with the Counterparty A. NOW, THEREFORE, in consideration of the recitals and the covenants, terms and conditions of this Master Agreement, the Parties agree: AGREEMENT: 1.Term and Termination. The term of this Master Agreement shall commence on the Effective Date, as set forth above, and shall remain in effect until terminated. This Master Agreement may be terminated by either Party upon thirty (30) days’ written notice, except that any such termination shall not be effective until all payments, deliveries and other obligations of the Parties under this Master Agreement, and any Confirmation Letters executed there under, have been completed. 2.Definitions. As used in this Master Agreement, the following terms have the respective meanings set forth below, unless the context otherwise clearly indicates. Other capitalized terms are defined elsewhere in this Master Agreement. “Administrator” means a state or federal administrator, Certification Authority, Governmental Authority or other body with jurisdiction over Certification under, or the transfer or transferability of Environmental Attributes in, any particular Applicable Standard. “Applicable Law” means all legally binding constitutions, treaties, statutes, laws, Attachment C {D0387142.DOCX / 1}120110 dm 6051656 2 ordinances, rules, regulations, orders, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to the Applicable Standard or any one or both of the Parties or the terms hereof. “Applicable Standard” means a domestic, international or foreign Renewable Portfolio Standard, including a California or Federal Renewable Portfolio Standard, renewable energy, emissions reduction, or Product Reporting Rights program, scheme or organization, adopted by a Governmental Authority or otherwise, other mandatory or voluntary standard or set of rules, or other similar program with respect to which exists a market, registry or reporting for particular Environmental Attributes, as specified in the Confirmation Letter. An Applicable Standard may include any legislation or regulation concerned with renewable energy, oxides of nitrogen, sulfur, or carbon, with particulate matter, soot, or mercury, or implementing the UNFCCC or crediting “early action” with a view thereto, or laws or regulations involving or administered by an Administrator, or under any present or future domestic, international or foreign RECs, Products, Environmental Attributes or emissions trading program. Applicable Standards do not include legislation providing for production tax credits or other direct third- party subsidies for generation by a Renewable Energy Source. “Applicable Tracking System” means the generation information system, generation attribute tracking system, or other system specified in the Confirmation Letter that records generation from the Renewable Energy Facility in a particular geographic region, such as WREGIS. “Attestation Form” means the Green-e Energy Renewable Attestation From Wholesale Provider of Electricity Or RECs specified in the form set forth in Exhibit B to this Master Agreement, or such other form required under the Applicable Standard, which includes a binding declaration by the Seller, which substantiates the accuracy of the RECs and will provide all information required under the Applicable Standard. “Bankrupt” means with respect to any entity, such entity (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due. “Business Day” means any day, except a Saturday, Sunday, or any day observed as a legal holiday by the City. “Buyer” means the Party purchasing RECs in a REC Transaction governed by this Master Agreement. “Certification” means, if applicable, the certification by the Certification Authority of the Applicable Standard of (i) the creation and characteristics of a REC, (ii) the qualification of a Renewable Energy Facility or a Renewable Energy Source under an Applicable {D0387142.DOCX / 1}120110 dm 6051656 3 Standard, (iii) delivery of a REC, or (iv) other compliance with the requirements of an Applicable Standard. “Certification Authority” means an entity that certifies the generation, characteristics or delivery of a REC, or the qualification of a Renewable Energy Facility or Renewable Energy Source under an Applicable Standard, may include, as applicable, the Administrator, Applicable Tracking System, a Governmental Authority, the Verification Provider, one or both of the Parties, an independent auditor, or other third party, and should include (i) if no Applicable Standard is specified, the Seller, or the generator of the RECs if the Seller is not the generator, (ii) if the RECs are to be delivered pursuant to an Applicable Standard, the Administrator of the Applicable Standard, or such other person or entity specified by the Applicable Standard to perform Certification, or (iii) such other person or entity specified by the Parties. “Certified Renewable Energy Source” means any Renewable Energy Source that is recognized under an Applicable Standard as specified by the Parties. “Confidential Information” is defined in Section 12 “Confirmation Letter” or “Confirm” means the form used by the Parties to effect a REC Transaction in the form of Exhibit A, attached and incorporated by this reference, specifying the terms of such REC Transaction, including the following: (1) any Environmental Attributes not included with Product or Retained by Seller, (2) the quantity to be purchased and sold; (3) the purchase price; (4) the Delivery Deadline; (5) the Applicable Standard; and, (6) if necessary in accordance with the terms of the REC Transaction, (a) the Vintage(s); (b) the Renewable Energy Facility or Facilities from which the Product is to be generated; (c) the Renewable Energy Source and (d) the geography of the Product. The Confirmation Letter constitutes part of, and is subject to, the terms and provisions of this Master Agreement. “Costs” means, with respect to the Non-Defaulting Party, the present value of brokerage fees, commissions, attorneys’ fees, and other similar third party transaction costs and expenses reasonably incurred by such Party either in terminating or replacing any arrangement pursuant to this Master Agreement; as determined by the Non-Defaulting Party in a commercially reasonable manner. “Credit Rating” means with respect to a Party, on any date of determination, the lower of its long-term senior unsecured debt rating (not supported by third party credit enhancement) or its issuer rating by the specified rating agency. “Defaulting Party” is defined in Section 6. “Delivery Deadline” means date specified in the Confirmation Letter by which the Seller shall deliver and Buyer shall receive RECs in accordance with an Applicable Standard. . “Environmental Attribute” means an aspect, claim, characteristic, or benefit associated with the generation of a quantity of electricity by a Renewable Energy Facility, other {D0387142.DOCX / 1}120110 dm 6051656 4 than the Energy produced, and that is capable of being measured, verified or calculated. An Environmental Attribute may include one or more of the following identified with a particular megawatt hour of generation by a Renewable Energy Facility designated prior to Delivery: the Renewable Energy Facility’s use of a particular Renewable Energy Source, avoided Nox, Sox, CO2 or greenhouse gas emissions, avoided water use (but not water rights or other rights or credits obtained pursuant to requirements of Applicable Law in order to site and develop the Renewable Energy Facility itself) or as otherwise defined under an Applicable Standard, or as agreed by the Parties. Environmental Attributes do not include production tax credits or other direct third-party subsidies for generation of electricity by any specified Renewable Energy Facility. “Event of Default” is defined in Section 6. “Force Majeure” is defined in Section 22. “Gains” means, with respect to any Party, an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), resulting from the termination of a Terminated Transaction, determined by it in a commercially reasonable manner. “Governmental Authority” means any national, federal, provincial, state, municipal, county, regional or local government, administrative, judicial or regulatory entity operating under any Applicable Laws and includes any department, commission, bureau, board, administrative agency or regulatory body of any government. “Green-e” means an independent renewable energy certification and verification program, administered by the Center for Resource Solutions, a Section 501(c)3 nonprofit organization based in San Francisco, California. “Interest Rate” means the prime lending rate published under the heading “Money Rates” in the Wall Street Journal. “Losses” means, with respect to any Party, an amount equal to the present value of the economic loss to it, if any (exclusive of Costs), resulting from termination of a Terminated Transaction, determined by it in a commercially reasonable manner. “Party” or “Parties” means City and Counterparty A, individually or collectively, as applicable. “Product” means the RECs to be delivered in a particular Transaction, which may include Environmental Attributes, Verifications, Certifications and other characteristics as specified in a Confirmation Letter. “Product Reporting Rights” means the exclusive right to report sole ownership of the Product to any Certification Authority, Applicable Tracking System, Administrator, Governmental Authority or other party, including under Section 1605(b) of the Energy Policy Act of 1992, or under any present or future Applicable Standard. {D0387142.DOCX / 1}120110 dm 6051656 5 “REC Transaction” means a particular, specific transaction to purchase RECs agreed upon between the Parties as specified in a Confirmation Letter. “REC Transaction Date” means the date specified on the Confirmation Letter. “Renewable Energy Certificates” (“REC” means a certificate, credit, allowance, green tag, Tradable Renewable Certificate (“TRC”) or other transferable document, which is created by an Applicable Standard or a Certification Authority and is associated with the generation of one (1) megawatt hour (“MWh”) of electricity from one or more Renewable Energy Sources by a Renewable Energy Facility. A REC shall include all Environmental Attributes associated with the generation of such electricity, unless specified otherwise in a Confirmation Letter and in accordance with the Applicable Standard, as well as all related Product Reporting Rights, and shall be verified or certified by a Verification Provider or Certification Authority, in accordance with the Applicable Standard. Such Environmental Attributes may be disaggregated and retained, or sold separately, as the Parties agree. A REC is separate from the energy produced and may be separately transferred or conveyed. “Renewable Energy Facility” means an electric generation unit or other facility or installation that produces electric energy using a Renewable Energy Source. “Renewable Energy Source” means an energy source that is not fossil carbon- based, non-renewable or radioactive, and may include solar, wind, biomass, geothermal, landfill, gas, or wave, tidal and thermal ocean technologies. “Renewable Portfolio Standard” or “RPS” means a state or federal law, rule or regulation that requires a stated amount or minimum proportion or quantity of electricity that is sold or used by specified persons to be generated from Renewable Energy Sources. “Seller” means the Party selling RECs in a REC Transaction governed by this Master Agreement. “Settlement Amount” means the Losses or Gains, and Costs which the Non- Defaulting Party incurs as a result of the liquidation of a Terminated Transaction pursuant to Section 7. “Terminated Transaction” is defined in Section 7. “Verification Provider” means an entity that could be an entity other than the Certification Authority, but could also be the Certification Authority, that verifies or audits specified aspects of Products, RECs, or one or more specified Environmental Attributes. “Vintage” means the calendar year, quarter, or other specified period of time in which the energy associated with the REC was generated. “WECC” means Western Electricity Coordinating Council, the western regional council of the North American Electric Reliability Corporation (NERC). {D0387142.DOCX / 1}120110 dm 6051656 6 “WREGIS” means the Western Renewable Energy Generation Information System, an independent, renewable energy tracking system for the region covered by the Western Electricity Coordinating Council (WECC). 3. REC Transactions. (a) Purchase and Sale: On the terms and subject to the conditions set forth in this Master Agreement, Seller agrees to sell, and Buyer agrees to purchase, all of Seller's rights, title and interest in and to the RECs to be provided on the dates and otherwise as set forth on any Confirmation Letter(s) now, or hereafter, entered into between the Parties (Exhibit A, attached and incorporated by this reference). (b) Delivery Obligations: As specified in the applicable Confirmation Letter, one of the following delivery obligations (“Delivery Obligation”) shall apply to each Product quantity to be delivered under each REC Transaction: If the Confirmation Letter provides that the RECs delivery obligation is: (i) “Firm” Seller shall deliver the RECs by the Delivery Deadline, and no ground for excuse other than Force Majeure shall apply; (ii) “Unit Contingent” Seller’s obligation to deliver the RECs will be excused to the extent the Renewable Energy Facility is not able to generate Environmental Attributes in the Vintage or other agreed-to time period as specified in the Confirmation Letter, (due to the performance of the Renewable Energy Facility); or (iii) “Project Contingent” Seller’s obligation to deliver the RECs will be excused to the extent the Renewable Energy Facility is not able to generate Environmental Attributes in the Vintage or other agreed-to time period as specified in the Confirmation Letter, due to a delay or failure in constructing or obtaining necessary approvals to construct or modify and operate the new or modified Renewable Energy Facility, or due to reasons as specified in the Confirmation Letter. (c) Right to Sell and Associated Declarations. With respect to each REC Transaction, Seller hereby represents and warrants to Buyer, upon Delivery for each Product, the following: (i) Seller has exclusive rights to, good and marketable title to, and unencumbered interest in, the Product described in each REC Transaction under Applicable Law; and {D0387142.DOCX / 1}120110 dm 6051656 7 (ii) Seller transfers and sells to Buyer all present and future rights, title, and unencumbered interest of Seller in and to the Environmental Attributes (as discussed in the Confirmation Letter) to the extent Seller will have such rights, title, and interest in and to such RECs under Applicable Law and such transfer and sale to Buyer is not in violation of any Applicable Law at the time of execution of the Confirmation Letter. (d) Notwithstanding whether such RECs are transferable to Seller under any Applicable Law, with respect to each REC Transaction upon Delivery for each Product, Seller covenants to Buyer that: (i) Seller has not transferred, and will not transfer, any portion of the rights, title and interest in and to the Product to a third party; (ii) Product will not be sold, marketed, or otherwise claimed by Seller; (iii) Product delivered to Buyer shall be sold by Seller once and only once; (iv) the Environmental Attributes or the electricity that was generated with the attributes were not used to meet any federal, state or local renewable energy requirement, renewable energy procurement, Renewable Portfolio Standard, or other renewable energy mandate; and (v) the electricity that was generated with the attributes was not separately sold, separately marketed or otherwise separately represented as renewable energy by Seller. Seller shall take such action as may be necessary to transfer and evidence the transfer of RECs to Buyer. (e) Confirmation. Unless otherwise agreed in writing, Seller will send Buyer a Confirmation Letter, which may be in substantially the form attached hereto as Exhibit A, or as modified, to describe the specific RECs to be purchased in the REC Transaction. Upon receipt of such Confirmation Letter, the other Party shall promptly return, in the manner described in Section 11, “Notices”, a written acceptance thereof, which shall be a signed copy of the Confirmation Letter. (f) REC Contract Price. Buyer agrees to buy and Seller agrees to sell each REC at a price in dollars per MWh as set forth in the Confirmation Letter. (g) REC Product Quantity. Seller will provide to Buyer RECs in the quantity as set forth in the Confirmation Letter in accordance with the specified Delivery Obligation. {D0387142.DOCX / 1}120110 dm 6051656 8 (h) Monetary Value of REC Transactions. The monetary value of each REC Transaction will be set forth in the Confirmation Letter associated with that Transaction. (i) Certification. Seller represents and warrants that it will provide to Buyer RECs that meet or exceed the Applicable Standard as set forth in the Confirmation Letter. (j) Reporting. (i) If required under the Applicable Standard, Seller shall be obligated to complete and provide to Buyer a signed copy of the Attestation Form, or City-approved equivalent substitute, no later than the Delivery Deadline, as specified in the Confirmation Letter. (ii) Buyer is not obligated to pay Seller for any RECs which have not been delivered. (k) Applicable Tracking System. If specified in the Confirmation Letter, Seller shall deliver to Buyer, and Buyer shall receive, the RECs by the Delivery Deadline via the Applicable Tracking System (or other mechanism provided for in the Confirmation Letter), such as WREGIS, such that all rights, title to and interest in the RECs shall transfer from Seller to Buyer upon such delivery and in accordance with the rules of the Applicable Tracking System. 4. Financial and Performance Assurances. (a) Material Adverse Change. A “Material Adverse Change” occurs with respect to either Party if: reasonable grounds exist to cause a Party to belief that the creditworthiness of the other Party has become unsatisfactory or that a Party’s ability to perform under this Master Agreement has been materially impaired. (b) Adequate Assurances. If a Party believes that a Material Adverse Change has occurred, the dissatisfied Party (the “First Party”) may make a written request for the other Party (the “Second Party”) to provide adequate assurance in an amount determined in a commercially reasonable manner, and in a form acceptable to the First Party (“Performance Assurance”). The sum total of all Performance Assurance that the First Party may request from the Second Party under this Master Agreement shall not exceed the value of the Termination Payment that would be owed to the First Party had an Early Termination Date occurred on the date of such request. Acceptable Performance Assurance includes cash, an irrevocable standby letter of credit, a prepayment or such other acceptable security acceptable to the First Party, {D0387142.DOCX / 1}120110 dm 6051656 9 in its sole discretion. Upon receipt of the request to provide adequate assurance, the Second Party shall have five (5) Business Days to provide such Performance Assurance before an Event of Default under Section 6 of this Master Agreement will be deemed to have occurred and the First Party will be entitled to the remedies set forth in Section 7. If the Second Party provides such Performance Assurance to the First Party within five (5) Business Days, it is understood that the Second Party shall not in fact have defaulted under this Master Agreement by incurring a Material Adverse Change. 5. Billing and Terms of Payment. (a) Billing. Upon each delivery of RECs, Seller shall provide an invoice to Buyer in the amount applicable to each REC Transaction executed under the Confirmation Letter. (b) Terms of Payment. The terms of payment shall be net thirty (30) days after the date Buyer receives a properly prepared and accurate invoice sent to the Buyer’s address, which shall include at a minimum: (1) Seller’s complete name and address where payment is to be remitted; (2) Buyer’s complete name and address where bill is to be sent; (3) Price and billing units consistent with the Confirmation Letter(s) executed by the Parties; (4) quantity; (5) Attestation, if required, will be delivered with invoice; (6) invoice date; (7) total monetary amount; (8) terms of payment, including any applicable discount calculations; (9) tax amount/rate information, if applicable. (c) Payment may be made by check or wire transfer. Payment by check shall be considered made when received by Seller. City agrees to send its payment to: Address: 437 Madison Avenue, Suite 17A, New York, NY 10022 Attention: Operations Wiring instructions: Account name: ACT Commodities Inc. Account Number: 00379268 Bank Name: Deutsche Bank Trust Company Americas ABA#: 021-00-1033 Bank Address: 60 WALL STREET 15TH FL Bank City and State: NEW YORK, NY 10005 {D0387142.DOCX / 1}120110 dm 6051656 10 Counterparty A agrees to send its payment to: Address: 250 Hamilton Ave., Palo Alto, CA 94301 Attention: _____________________ Wiring instructions: (d) Disputes and Adjustments of Invoices. A Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice, rendered under this Agreement or adjust any invoice for any arithmetic or computational error within twelve (12) months of the date the invoice, or adjustment to an invoice, was rendered. In the event an invoice or portion thereof is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within two (2) Business Days of such resolution. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments. Any dispute with respect to an invoice is waived unless the other Party is notified in accordance with this Section 5(d) within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made. If an invoice is not rendered within twelve (12) months after the close of the month during which performance of a REC Transaction occurred, the right to payment for such performance is waived. 6. Events of Default. A Party is in default (“Default”) hereunder if that Party (the “Defaulting Party”) does any of the following (each an “Event of Default”): (a) the failure of the Buyer to make any payment required pursuant to this Master Agreement, if such failure is not remedied within fifteen (15) Business Days after written notice, provided that if the Buyer, in good faith, disputes all or any portion of the payment, the Buyer shall pay only that portion of the payment that it does not dispute; (b) the failure of the Seller to deliver RECs when due pursuant to this Master Agreement, if such failure is not remedied within five (5) Business Days after written notice to the affected Party; (c) any representation or warranty provided by either Party herein that shall prove to have been false or misleading in any material respect when made or repeated; {D0387142.DOCX / 1}120110 dm 6051656 11 (d) the failure by a Party to perform any covenant or agreement set forth in this Master Agreement and applicable Confirmation Letters and incorporated exhibits (other than its obligations to make any payment or obligations which are otherwise specifically covered as a separate Event of Default), and such failure is not cured within fifteen (15) Business Days after written notice thereof to the affected Party; (e) the Party becomes Bankrupt; or (f) the failure by a Party to provide timely and satisfactory financial and/or performance assurance when requested to do so under the terms of this Master Agreement, and such failure is not cured within five (5) Business Days after written notice thereof to the affected Party. 7. Remedies for Default. (a) Declaration of Early Termination Date and Calculation of Settlement Amounts. If an Event of Default with respect to a Defaulting Party occurs and is continuing, the other Party (the “Non-Defaulting Party”) will have the right to do any or all of the following: (i) designate a day, no earlier than the day such notice is effective and no later than 20 days after such notice is effective, as an early termination date (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate all, but not less than all, REC Transactions (each referred to as a “Terminated Transaction”) between the Parties; (ii) withhold any payments due to the Defaulting Party under this Master Agreement; and (iii) suspend performance. (b) Calculation of Settlement Amounts. The Non-Defaulting Party will calculate, in a commercially reasonable manner, a Settlement Amount for each such Terminated Transaction as of the Early Termination Date by aggregating its Gains, Losses and Costs with respect to each such Terminated Transaction (or, to the extent that in the reasonable opinion of the Non-Defaulting Party certain of such Terminated Transactions are commercially impracticable to liquidate and terminate or may not be liquidated and terminated under Applicable Law on the Early Termination Date, as soon thereafter as is reasonably practicable). If the Non- Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Master Agreement, the {D0387142.DOCX / 1}120110 dm 6051656 12 settlement amount shall be zero, notwithstanding any provision of this Master Agreement to the contrary. (c) Net Out of Settlement Amounts. The Non-Defaulting Party will aggregate all Settlement Amounts into a single amount by netting out the following: (i) all amounts that are due to the Defaulting Party, if the Defaulting Party is Seller, for RECs that have been delivered and not yet paid for, plus, at the option of the Non-Defaulting Party, any or all other amounts due to the Defaulting Party under this Master Agreement; against (ii) all Settlement Amounts that are due to the Non-Defaulting Party under this Master Agreement, so that all such amounts will be netted out to a single liquidated amount (the “Termination Payment”) payable by the Non-Defaulting Party. The Termination Payment, if any, is due from the Defaulting Party to the Non-Defaulting Party within five (5) Business Days following notice. (d) Calculation Disputes. If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Settlement Amount or Termination Payment, in whole or in part, the Defaulting Party will, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation, provide the Non- Defaulting Party a detailed written explanation of the basis for such dispute. (e) Limitation on Damages. The Defaulting Party’s liability will be limited to direct, actual damages, and Costs only, and such direct, actual damages, and Costs will be the sole and exclusive remedy hereunder. In no event will either Party be liable to the other under this Master Agreement for any consequential, incidental, punitive, exemplary, or indirect damages in tort, contract, or otherwise pursuant to this Section 7, except for any claims indemnified pursuant to Section 8. (f) Exclusive Remedy. THE REMEDIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO THE NONDEFAULTING PARTY IN THE EVENT OF A PARTY’S DEFAULT WITH RESPECT TO ITS OBLIGATIONS TO SELL OR PURCHASE RECS, AND A PARTY’S LIABILITY SHALL BE LIMITED AS SET FORTH IN THIS SECTION. ALL OTHER REMEDIES OR DAMAGES FOR FAILURE TO SELL OR PURCHASE RECS AT LAW ARE HEREBY WAIVED. 8. Indemnification. {D0387142.DOCX / 1}120110 dm 6051656 13 (a) Indemnification of City: To the fullest extent permitted by Applicable Law, Counterparty A agrees to protect, defend, hold harmless and indemnify City, its City Council, commissioners, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney’s fees in providing a defense to any claim arising therefrom, for which City shall become liable arising from Counterparty A’s acts, errors, or omissions with respect to or in any way connected with the maintenance, assistance and services performed by Counterparty A pursuant to this Master Agreement and subsequent REC Transactions and related Confirmation Letters, except for claims, liabilities and damages caused by the City’s sole negligence or willful misconduct. (b) Indemnification of Counterparty A: To the fullest extent permitted by Applicable Law, City agrees to protect, defend, hold harmless and indemnify Counterparty A, its board of directors, officers, employees and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney’s fees in providing a defense to any claim arising therefrom, for which Counterparty A shall become liable arising from City’s negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the maintenance, assistance and services performed by City pursuant to this Master Agreement and subsequent and related Confirmation Letters, except for claims, liabilities and damages caused by the Counterparty A’s comparative negligence or willful misconduct. 9. Relationship of the Parties. The relationship of the Parties under this Master Agreement is that of independent contractors. The Parties specifically state their intention that this Master Agreement is not intended to create a partnership or any other co-owned enterprise unless specifically agreed to by the Parties in a separate written instrument. Except as specifically provided herein, each Party shall continue to have the right to contract independent of the other Party with individuals and entities. Each Party shall be responsible for its own operating expenses and personnel expenses. 10. Taxes and Costs. Unless otherwise specified in the applicable Confirmation Letter (and to the extent not included in the purchase price), each Party shall bear the cost of any taxes imposed on such Party in relation to or arising out of such REC Transaction. Each Party shall be liable for all costs, fees, commissions or other payments due to brokers, agents or other intermediaries incurred by such Party (and shall indemnify and hold the other Party harmless from and against all such amounts) in connection with the drafting, consummation or performance of this Master Agreement or any REC Transaction hereunder. {D0387142.DOCX / 1}120110 dm 6051656 14 11. Notices. All notices required or permitted to be given hereunder in writing shall, unless expressly provided otherwise, be in writing, properly addressed, postage pre-paid and delivered by hand, facsimile, certified or registered mail, courier or electronic messaging system to the appropriate address as either Party may designate from time to time by providing notice thereof to the other Party. If to City: Address: 250 Hamilton Ave. Palo Alto, CA 94301 Attention: City Clerk Phone: (650) 329-2571 Fax: (650) 328-3631 With a copy to: Address: 250 Hamilton Ave. Palo Alto, CA 94301 Attention: Director of Utilities Phone: (650) 329-2277 Fax: (650) 329-2154 If to Counterparty A: Address: 437 Madison Avenue, Suite 17A New York, NY 10088 Attention: Operations Phone: (212) 803-1500 Fax: Notices delivered by facsimile or by an electronic messaging system shall require confirmation through a reply facsimile or electronic message. 12. Confidential Information. (a) “Confidential Information” shall mean and include information consisting of documents and materials of a disclosing Party and/or any other technical, financial or business information of or about a disclosing Party which is not available to the general public, as well as all information derived from such information, which is furnished or made available to the other Party and is clearly labeled, marked or otherwise identified as “confidential” or “proprietary information.” (b) The disclosing Party is the Party to whom the Confidential Information originally belongs and who shall, after appropriate notice from the receiving Party, bear the burden of pursuing any legal remedies to retain the confidential status of the Confidential Information, as set forth in Section 12(e), below. (c) Confidential Information disclosed by either Party to the other shall be held by the receiving Party in confidence, and shall not be: (i) used by the recipient to the detriment of the disclosing Party; or {D0387142.DOCX / 1}120110 dm 6051656 15 (ii) made available for third parties to use. (d) Each Party will direct its employees, contractors, consultants and representatives who have access to any Confidential Information to comply with all the terms of this Section. Information received by the receiving Party shall not be Confidential Information if: (i) it is or becomes available to the public through no wrongful act of the receiving Party; (ii) it is already in the possession of the receiving Party and not subject to any confidentially agreement between the Parties; (iii) it is received from a third party without restriction for the benefit of the disclosing Party and without breach of this Master Agreement; (iv) it is independently developed by the receiving Party; or (v) it is disclosed pursuant to a requirement of law or a duly empowered government agency or a court of competent jurisdiction after due notice and an adequate opportunity to intervene is given to the disclosing Party, unless such notice is prohibited. (e) Counterparty A acknowledges that City is a public agency and is subject to the requirements of the California Public Records Act Cal. Gov. Code section 6250 et seq. Counterparty A may submit Confidential Information to City pursuant to Section 12(a), above and City will maintain such identified documents as confidential to the fullest ext extent allowed by law. However, upon request or demand from any third person or entity not a party to this Master Agreement (“Requestor”) for production, inspection and/or copying of information designated by a disclosing Party as Confidential Information, the receiving Party shall notify the disclosing Party that such request has been made in accordance with Section 11 of this Master Agreement. Upon receipt of this notice, the disclosing Party shall be solely responsible for taking whatever legal steps may be necessary to protect the information deemed by it to be Confidential Information and to prevent release of information to the Requestor by the receiving Party. If within ten (10) days after receiving the foregoing notice from the receiving Party, the disclosing Party takes no such action, the receiving Party shall be permitted to comply with the Requestor’s demand and is not required to defend against it. (f) Upon termination or expiration of this Master Agreement, the receiving Party shall, at the disclosing Party’s direction, either return or destroy all of the disclosing Party’s Confidential Information and so certify in writing. The obligations of this provision will survive for one (1) year after any termination or expiration of this Master Agreement. 13. Publicity and Disclosure. {D0387142.DOCX / 1}120110 dm 6051656 16 Counterparty A shall not use the name, trade name, trademarks, service marks of or owned by City, or logos of City, or share Confidential Information in any publicity releases, news releases, annual reports, product packaging, signage, stationery, print literature, advertising, websites or other media without securing the prior written approval of City. Counterparty A shall not, without prior written consent of City, represent, directly or indirectly, that any product or service offered by Counterparty A has been approved or endorsed by City. Counterparty A agrees that City may make oral and written reports and other communications regarding this Master Agreement and subsequent REC Transactions to the Palo Alto City Manager, City Council and other public officials as required by law, which reports and communications will be public reports and communications. 14. Nondiscrimination. As set forth in Palo Alto Municipal Code section 2.30.510, Counterparty A agrees that in the performance of this Master Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. Counterparty A acknowledges that it has read and understands the provisions of Chapter 2.30 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Chapter 2.30 pertaining to nondiscrimination in employment, including completing the - form furnished by City and set forth in Exhibit C. 15. Miscellaneous Representations and Warranties. (a) Each Party represents and warrants that the execution and performance of this Master Agreement and subsequent REC Transactions will not conflict with or result in a breach of any other agreement to which it is a party. (b) Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of a state of the United States of America. (c) Each Party represents and warrants that it has full power and authority to make, execute, deliver and perform this Master Agreement and subsequent REC Transactions. (d) Each Party represents and warrants that it will abide by the Applicable Program as specified in each Confirmation Letter. (e) Each Party represents and warrants that it will abide by the Green-e Standard v. 1.5 or as amended when applicable. 16. Choice of Law. {D0387142.DOCX / 1}120110 dm 6051656 17 The laws of the State of California shall be applied and be controlling for all purposes and all matters relating to the Master Agreement. In the event that an action is brought, the Parties agree that trial of such action will be vested exclusively in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 17. Entire Agreement. This Master Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, whether oral or written, of the Parties. 18. Amendments. Except to the extent herein provided, no amendment, supplement, modification, termination or waiver of this Master Agreement shall be enforceable unless executed in writing by the Party to be bound thereby. 19. Assignment. This Master Agreement is binding on any successors and assigns of the Parties. Neither Party may otherwise transfer or assign this Master Agreement, in whole or in part, without the other Party’s written consent. Such consent shall not be unreasonably withheld. 20 Non-Waiver; No Third Party Beneficiaries. No waiver by any Party of any of its rights with respect to the other Party or with respect to this Master Agreement or any matter or default arising in connection with this Master Agreement, shall be construed as a waiver of any other right, matter or default. Any waiver shall be in writing signed by the waiving Party. No payment, partial payment, acceptance or partial acceptance by City will operate as a waiver on the part of the City of any of its rights under the Master Agreement. This Master Agreement and subsequent Confirmation Letters related to REC Transaction are made and entered into for the sole benefit of the Parties, and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, have any rights under, or have any direct or indirect cause of action or claim in connection with this Master Agreement. 21. Severability. In the event that any provision of the Master Agreement is found to be void or unenforceable, such findings shall not be construed to render any other provision of the Master Agreement either void or unenforceable, and all other provisions shall remain in full force and effect unless the provisions which are void or unenforceable shall substantially affect the rights or obligations granted to or undertaken by either Party. 22. Force Majeure. {D0387142.DOCX / 1}120110 dm 6051656 18 Neither Party shall be liable in any respect for failure or delay in the fulfillment or performance of REC Transactions under this Master Agreement, if performance is hindered or prevented, directly or indirectly by an event beyond the reasonable control of either Party, including, without limitation, war, public emergency or calamity, fire, earthquake, Acts of God, strikes, labor disturbance or actions, civil disturbances or riots, litigation brought by third parties against the Parties, or any act of a superior governmental authority or court order. Force Majeure may not be based on (i) Seller’s ability to sell RECs to another at a price greater than the purchase price specified in the Confirmation Letter, (ii) Buyer’s inability economically to use or resell the RECs, or (iii) Buyer’s ability to purchase RECs at a price less than the purchase price specified in the Confirmation Letter. 23. Exhibits and Insurance. The exhibits attached hereto are incorporated into this Master Agreement by reference. The exhibits may only be revised upon mutual agreement between the Parties unless otherwise specified in the exhibits. In the event of a conflict between this Master Agreement and the Confirmation Letter, the terms of the Confirmation Letter shall prevail. During the term of this Master Agreement, Counterparty A shall maintain the insurance levels set forth on Exhibit D. 24. Compliance with Law. Each Party will comply with all lawful federal, state and local law, ordinances, resolutions, rate schedules, rules and regulations that may affect its rights and obligations under the Master Agreement. 25. Fiscal Provisions. The REC Transactions under this Master Agreement are subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. The Master Agreement and all related Confirmation Letters and Agreements will terminate without penalty (i) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (ii) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal years and funds for the City’s obligations are no longer made available. This provision will take precedence in the event of a conflict with any other term or condition of the Master Agreement. IN WITNESS WHEREOF, each of the Parties hereto acknowledge that they have read the terms and conditions contained herein, understand and agree to the same and agree to be bound thereby and have caused this Master Agreement to be executed in duplicate originals by its duly authorized representative on the respective dates entered below. {D0387142.DOCX / 1}120110 dm 6051656 19 CITY OF PALO ALTO (“CITY”) __________________________ City Manager APPROVED AS TO FORM: __________________________ Senior Deputy City Attorney APPROVED: __________________________ Director of Administrative Services __________________________ Director of Utilities ACT Commodities Inc (“Counterparty A”) By: __________________________ Name: Michael Vigario Title: Head of Finance Taxpayer Identification No. 47-1704510 {D0387142.DOCX / 1}Page 1 of 1 190917 dm 6051582 Exhibit A Confirmation Letter #1 The following describes a REC Transaction between City and Counterparty A for the sale, purchase and delivery of Renewable Energy Certificates (“RECs”) pursuant to the terms of the REC Master Agreement between the City of Palo Alto and Counterparty A dated ___________, 20__. Initially capitalized terms used and not otherwise defined herein are defined in the Master Agreement. Basic Commercial Terms: REC Transaction Date: REC Transaction Reference: Seller: Buyer: Renewable Resource Facility: Renewable Energy Source: Geography: Vintage(s): REC Product Quantity (MWh): REC Contract Price ($/MWh): Monetary Value of REC Transaction ($): Delivery Deadline: Product Specific Terms: Applicable Standard: Environmental Attributes retained by Seller, if any: Applicable Tracking System: Attestation Form Required [yes, no] Delivery Obligation [Firm, Unit Contingent, Project Contingent]: This Confirmation Letter is executed pursuant to and in accordance with the Master Agreement, and constitutes part of and is subject to the terms and provisions of the Master Agreement. The Parties agree to the REC Transaction set forth herein. XXXX (“Buyer”) XXXX (“Seller”) Signature Signature Name Name Title Title Date Date {D0387142.DOCX / 1}Page 1 of 1 190917 dm 6051582 Exhibit B Certification of Nondiscrimination As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not and will not during the course of this contract discriminate in the employment of any person because of race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person and that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. Authorized Signature:____________________________________________________ Date: 09/17/2019 Professional Services Rev Nov. 1, 2011 EXHIBIT C INSURANCE REQUIREMENTS Counterparty A shall maintain the level of insurance set forth below: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY -EACH PERSON -EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I.INSURANCE COVERAGE MUST INCLUDE: A.A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE INCOVERAGE OR OF COVERAGE CANCELLATION; AND B.A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FORCONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C.DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II.CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III.ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONALINSUREDS” A.PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. Professional Services Rev Nov. 1, 2011 B.CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C.NOTICE OF CANCELLATION 1.IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OFCANCELLATION. 2.IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTOP.O. BOX 10250PALO ALTO, CA 94303 {D0387142.DOCX / 1}120110 dm 6051656 1 MASTER RENEWABLE ENERGY CERTIFICATE PURCHASE AND SALE AGREEMENT This Master Renewable Energy Certificate Purchase and Sale Agreement (the “Master Agreement”) is made as of this _____ day of October, 2019 (“Effective Date”), by and between the City of Palo Alto, California, a chartered California municipal corporation with its primary business address at 250 Hamilton Avenue, Palo Alto, California 94301 (“City”) and Silicon Valley Clean Energy Authority, a California joint powers authority with its primary business address at 333 West El Camino Real, Suite 290 Sunnyvale, California 94087 (“SVCE”). SVCE and City may be referred to in the Master Agreement individually, as a “Party” and/or collectively, as “the Parties.” This Master Agreement, together with Confirmation Letters, Attestation Form, and other exhibits related to REC Transaction(s) shall be referred to as “Agreement(s).” RECITALS: A.The Parties wish to buy and sell RECs (as defined herein) on the terms set forth in this MasterAgreement; B.City and SVCE wish to enter into this Master Agreement to facilitate future Renewable Energy Certificate (REC) purchases and/or sales; and C.This Master Agreement facilitates, but does not guarantee, SVCE’s qualifications with respect to future REC Transactions, and it does not guarantee that the City will enter into any future RECTransactions with SVCE. NOW, THEREFORE, in consideration of the recitals and the covenants, terms and conditions of thisMaster Agreement, the Parties agree: AGREEMENT: 1.Term and Termination. The term of this Master Agreement shall commence on theEffective Date, as set forth above, and shall remain in effect until terminated. This Master Agreement may be terminated by either Party upon thirty (30) days’ written notice, except that any such termination shall not be effective until all payments, deliveries and other obligations of the Parties under this Master Agreement, and any Confirmation Letters executed thereunder, have been completed. 2.Definitions. As used in this Master Agreement, the following capitalized terms have therespective meanings set forth below, unless the context clearly indicates otherwise. Other capitalized terms are defined elsewhere in this Master Agreement. “Administrator” means a state or federal administrator, Certification Authority, Governmental Authority or other body with jurisdiction over Certification under, or the transfer or transferability of Environmental Attributes in, any particular Applicable Standard. “Applicable Law” means all legally binding constitutions, treaties, statutes, laws, ordinances, rules, regulations, orders, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to the Applicable Standard or any one or both of the Parties or the terms hereof. “Applicable Standard” means a domestic, international or foreign Renewable Portfolio Standard, including a California or Federal Renewable Portfolio Standard, renewable energy, emissions reduction, or Product Reporting Rights program, scheme or organization, adopted by a Governmental Attachment D {D0387142.DOCX / 1}120110 dm 6051656 2 Authority or otherwise, other mandatory or voluntary standard or set of rules, or other similar program with respect to which exists a market, registry or reporting for particular Environmental Attributes, as specified in the Confirmation Letter. An Applicable Standard may include any legislation or regulation concerned with renewable energy, oxides of nitrogen, sulfur, or carbon, with particulate matter, soot, or mercury, or implementing the UNFCCC or crediting “early action” with a view thereto, or laws or regulations involving or administered by an Administrator, or under any present or future domestic, international or foreign RECs, Products, Environmental Attributes or emissions trading program. Applicable Standards do not include legislation providing for production tax credits or other direct third-party subsidies for generation by a Renewable Energy Source. “Applicable Tracking System” means the generation information system, generation attribute tracking system, or other system specified in the Confirmation Letter that records generation from the Renewable Energy Facility in a particular geographic region, such as WREGIS. “Attestation Form” means the Green-e Energy Renewable Attestation From Wholesale Provider of Electricity Or RECs specified in the form set forth in Exhibit B to this Master Agreement, or such other form required under the Applicable Standard, which includes a binding declaration by the Seller, which substantiates the accuracy of the RECs and will provide all information required under the Applicable Standard. “Bankrupt” means with respect to any entity, such entity (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due. “Business Day” means any day, except a Saturday, Sunday, or any day observed as a legal holiday by the City. “Buyer” means the Party purchasing RECs in a REC Transaction governed by this Master Agreement. “Certification” means, if applicable, the certification by the Certification Authority of the Applicable Standard of (i) the creation and characteristics of a REC, (ii) the qualification of a Renewable Energy Facility or a Renewable Energy Source under an Applicable Standard, (iii) delivery of a REC, or (iv) other compliance with the requirements of an Applicable Standard. “Certification Authority” means an entity that certifies the generation, characteristics or delivery of a REC, or the qualification of a Renewable Energy Facility or Renewable Energy Source under an Applicable Standard, may include, as applicable, the Administrator, Applicable Tracking System, a Governmental Authority, the Verification Provider, one or both of the Parties, an independent auditor, or other third party, and should include (i) if no Applicable Standard is specified, the Seller, or the generator of the RECs if the Seller is not the generator, (ii) if the RECs are to be delivered pursuant to an Applicable Standard, the Administrator of the Applicable Standard, or such other person or entity specified by the Applicable Standard to perform Certification, or (iii) such other person or entity specified by the Parties. “Certified Renewable Energy Source” means any Renewable Energy Source that is recognized under an Applicable Standard as specified by the Parties. {D0387142.DOCX / 1}120110 dm 6051656 3 “Confidential Information” is defined in Section 12. “Confirmation Letter” or “Confirm” means the form used by the Parties to effect a REC Transaction in the form of Exhibit A, attached and incorporated by this reference, specifying the terms of such REC Transaction, including the following: (1) any Environmental Attributes not included with Product or Retained by Seller, (2) the quantity to be purchased and sold; (3) the purchase price; (4) the Delivery Deadline; (5) the Applicable Standard; and, (6) if necessary in accordance with the terms of the REC Transaction, (a) the Vintage(s); (b) the Renewable Energy Facility or Facilities from which the Product is to be generated; (c) the Renewable Energy Source and (d) the geography of the Product. The Confirmation Letter constitutes part of, and is subject to, the terms and provisions of this Master Agreement. “Costs” means, with respect to the Non-Defaulting Party, the present value of brokerage fees, commissions, attorneys’ fees, and other similar third party transaction costs and expenses reasonably incurred by such Party either in terminating or replacing any arrangement pursuant to this Master Agreement; as determined by the Non-Defaulting Party in a commercially reasonable manner. “Credit Rating” means with respect to a Party, on any date of determination, the lower of its long-term senior unsecured debt rating (not supported by third party credit enhancement) or its issuer rating by the specified rating agency. “Defaulting Party” is defined in Section 6. “Delivery Deadline” means date specified in the Confirmation Letter by which the Seller shall deliver and Buyer shall receive RECs in accordance with an Applicable Standard. “Environmental Attribute” means an aspect, claim, characteristic, or benefit associated with the generation of a quantity of electricity by a Renewable Energy Facility, other than the Energy produced, and that is capable of being measured, verified or calculated. An Environmental Attribute may include one or more of the following identified with a particular megawatt hour of generation by a Renewable Energy Facility designated prior to Delivery: the Renewable Energy Facility’s use of a particular Renewable Energy Source, avoided Nox, Sox, CO2 or greenhouse gas emissions, avoided water use (but not water rights or other rights or credits obtained pursuant to requirements of Applicable Law in order to site and develop the Renewable Energy Facility itself) or as otherwise defined under an Applicable Standard, or as agreed by the Parties. Environmental Attributes do not include production tax credits or other direct third-party subsidies for generation of electricity by any specified Renewable Energy Facility. “Event of Default” is defined in Section 6. “Force Majeure” is defined in Section 22. “Gains” means, with respect to any Party, an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), resulting from the termination of a Terminated Transaction, determined by it in a commercially reasonable manner. “Governmental Authority” means any national, federal, provincial, state, municipal, county, regional or local government, administrative, judicial or regulatory entity operating under any Applicable Laws and includes any department, commission, bureau, board, administrative agency or regulatory body of any government. {D0387142.DOCX / 1}120110 dm 6051656 4 “Green-e” means an independent renewable energy certification and verification program, administered by the Center for Resource Solutions, a Section 501(c)3 nonprofit organization based in San Francisco, California. “Interest Rate” means the prime lending rate published under the heading “Money Rates” in the Wall Street Journal. “Losses” means, with respect to any Party, an amount equal to the present value of the economic loss to it, if any (exclusive of Costs), resulting from termination of a Terminated Transaction, determined by it in a commercially reasonable manner. “Party” or “Parties” means City and SVCE, individually or collectively, as applicable. “Product” means the RECs to be delivered in a particular Transaction, which may include Environmental Attributes, Verifications, Certifications and other characteristics as specified in a Confirmation Letter. “Product Reporting Rights” means the exclusive right to report sole ownership of the Product to any Certification Authority, Applicable Tracking System, Administrator, Governmental Authority or other party, including under Section 1605(b) of the Energy Policy Act of 1992, or under any present or future Applicable Standard. “REC Transaction” means a particular, specific transaction to purchase RECs agreed upon between the Parties as specified in a Confirmation Letter. “REC Transaction Date” means the date specified on the Confirmation Letter. “Renewable Energy Certificates” (“REC” means a certificate, credit, allowance, green tag, Tradable Renewable Certificate (“TRC”) or other transferable document, which is created by an Applicable Standard or a Certification Authority and is associated with the generation of one (1) megawatt hour (“MWh”) of electricity from one or more Renewable Energy Sources by a Renewable Energy Facility. A REC shall include all Environmental Attributes associated with the generation of such electricity, unless specified otherwise in a Confirmation Letter and in accordance with the Applicable Standard, as well as all related Product Reporting Rights, and shall be verified or certified by a Verification Provider or Certification Authority, in accordance with the Applicable Standard. Such Environmental Attributes may be disaggregated and retained, or sold separately, as the Parties agree. A REC is separate from the energy produced and may be separately transferred or conveyed. “Renewable Energy Facility” means an electric generation unit or other facility or installation that produces electric energy using a Renewable Energy Source. “Renewable Energy Source” means an energy source that is not fossil carbon-based, non-renewable or radioactive, and may include solar, wind, biomass, geothermal, landfill, gas, or wave, tidal and thermal ocean technologies. “Renewable Portfolio Standard” or “RPS” means a state or federal law, rule or regulation that requires a stated amount or minimum proportion or quantity of electricity that is sold or used by specified persons to be generated from Renewable Energy Sources. “Seller” means the Party selling RECs in a REC Transaction governed by this Master Agreement. {D0387142.DOCX / 1}120110 dm 6051656 5 “Settlement Amount” means the Losses or Gains, and Costs which the Non-Defaulting Party incurs as a result of the liquidation of a Terminated Transaction pursuant to Section 7. “Terminated Transaction” is defined in Section 7. “Verification Provider” means an entity that could be an entity other than the Certification Authority, but could also be the Certification Authority, that verifies or audits specified aspects of Products, RECs, or one or more specified Environmental Attributes. “Vintage” means the calendar year, quarter, or other specified period of time in which the energy associated with the REC was generated. “WECC” means Western Electricity Coordinating Council, the western regional council of the North American Electric Reliability Corporation (NERC). “WREGIS” means the Western Renewable Energy Generation Information System, an independent, renewable energy tracking system for the region covered by the Western Electricity Coordinating Council (WECC). 3. REC Transactions. (a) Purchase and Sale: On the terms and subject to the conditions set forth in this Master Agreement, Seller agrees to sell, and Buyer agrees to purchase, all of Seller's rights, title and interest in and to the RECs to be provided on the dates and otherwise as set forth on any Confirmation Letter(s) now, or hereafter, entered into between the Parties (Exhibit A, attached and incorporated by this reference). (b) Delivery Obligations: As specified in the applicable Confirmation Letter, one of the following delivery obligations (“Delivery Obligation”) shall apply to each Product quantity to be delivered under each REC Transaction: If the Confirmation Letter provides that the RECs delivery obligation is: (i) “Firm” Seller shall deliver the RECs by the Delivery Deadline, and no ground for excuse other than Force Majeure shall apply; (ii) “Unit Contingent” Seller’s obligation to deliver the RECs will be excused to the extent the Renewable Energy Facility is not able to generate Environmental Attributes in the Vintage or other agreed-to time period as specified in the Confirmation Letter, (due to the performance of the Renewable Energy Facility); or (iii) “Project Contingent” Seller’s obligation to deliver the RECs will be excused to the extent the Renewable Energy Facility is not able to generate Environmental Attributes in the Vintage or other agreed-to time period as specified in the Confirmation Letter, due to a delay or failure in constructing or obtaining necessary approvals to construct or modify and operate the new or modified Renewable Energy Facility, or due to reasons as specified in the Confirmation Letter. {D0387142.DOCX / 1}120110 dm 6051656 6 (c) Right to Sell and Associated Declarations. With respect to each REC Transaction, Seller hereby represents and warrants to Buyer, upon Delivery for each Product, the following: (i) Seller has exclusive rights to, good and marketable title to, and unencumbered interest in, the Product described in each REC Transaction under Applicable Law; and (ii) Seller transfers and sells to Buyer all present and future rights, title, and unencumbered interest of Seller in and to the Environmental Attributes (as discussed in the Confirmation Letter) to the extent Seller will have such rights, title, and interest in and to such RECs under Applicable Law and such transfer and sale to Buyer is not in violation of any Applicable Law at the time of execution of the Confirmation Letter. (d) Notwithstanding whether such RECs are transferable to Seller under any Applicable Law, with respect to each REC Transaction upon Delivery for each Product, Seller covenants to Buyer that: (i) Seller has not transferred, and will not transfer, any portion of the rights, title and interest in and to the Product to a third party; (ii) Product will not be sold, marketed, or otherwise claimed by Seller; (iii) Product delivered to Buyer shall be sold by Seller once and only once; (iv) the Environmental Attributes or the electricity that was generated with the attributes were not used to meet any federal, state or local renewable energy requirement, renewable energy procurement, Renewable Portfolio Standard, or other renewable energy mandate; and (v) the electricity that was generated with the attributes was not separately sold, separately marketed or otherwise separately represented as renewable energy by Seller. Seller shall take such action as may be necessary to transfer and evidence the transfer of RECs to Buyer. (e) Confirmation. Unless otherwise agreed in writing, Seller will send Buyer a Confirmation Letter, which may be in substantially the form attached hereto as Exhibit A, or as modified, to describe the specific RECs to be purchased in the REC Transaction. Upon receipt of such Confirmation Letter, the other Party shall promptly return, in the manner described in Section 11, “Notices”, a written acceptance thereof, which shall be a signed copy of the Confirmation Letter. (f) REC Contract Price. Buyer agrees to buy and Seller agrees to sell each REC at a price in dollars per MWh as set forth in the Confirmation Letter. (g) REC Product Quantity. Seller will provide to Buyer RECs in the quantity as set forth in the Confirmation Letter in accordance with the specified Delivery Obligation. {D0387142.DOCX / 1}120110 dm 6051656 7 (h) Monetary Value of REC Transactions. The monetary value of each REC Transaction will be set forth in the Confirmation Letter associated with that Transaction. (i) Certification. Seller represents and warrants that it will provide to Buyer RECs that meet or exceed the Applicable Standard as set forth in the Confirmation Letter. (j) Reporting. (i) If required under the Applicable Standard, Seller shall be obligated to complete and provide to Buyer a signed copy of the Attestation Form, or City-approved equivalent substitute, no later than the Delivery Deadline, as specified in the Confirmation Letter. (ii) Buyer is not obligated to pay Seller for any RECs which have not been delivered. (k) Applicable Tracking System. If specified in the Confirmation Letter, Seller shall deliver to Buyer, and Buyer shall receive, the RECs by the Delivery Deadline via the Applicable Tracking System (or other mechanism provided for in the Confirmation Letter), such as WREGIS, such that all rights, title to and interest in the RECs shall transfer from Seller to Buyer upon such delivery and in accordance with the rules of the Applicable Tracking System. 4. Financial and Performance Assurances. (a) Material Adverse Change. A “Material Adverse Change” occurs with respect to either Party if: reasonable grounds exist to cause a Party to belief that the creditworthiness of the other Party has become unsatisfactory or that a Party’s ability to perform under this Master Agreement has been materially impaired. (b) Adequate Assurances. If a Party believes that a Material Adverse Change has occurred, the dissatisfied Party (the “First Party”) may make a written request for the other Party (the “Second Party”) to provide adequate assurance in an amount determined in a commercially reasonable manner, and in a form acceptable to the First Party (“Performance Assurance”). The sum total of all Performance Assurance that the First Party may request from the Second Party under this Master Agreement shall not exceed the value of the Termination Payment that would be owed to the First Party had an Early Termination Date occurred on the date of such request. Acceptable Performance Assurance includes cash, an irrevocable standby letter of credit, a prepayment or such other acceptable security acceptable to the First Party, in its sole discretion. Upon receipt of the request to provide adequate assurance, the Second Party shall have five (5) Business Days to provide such Performance Assurance before an Event of Default under Section 6 of this Master Agreement will be deemed to have occurred and the First Party will be entitled to the remedies set forth in Section 7. If the Second Party provides such Performance Assurance to the First Party within five (5) Business Days, it is understood that the Second Party shall not in fact have defaulted under this Master Agreement by incurring a Material Adverse Change. 5. Billing and Terms of Payment. {D0387142.DOCX / 1}120110 dm 6051656 8 (a) Billing. Upon each delivery of RECs, Seller shall provide an invoice to Buyer in the amount applicable to each REC Transaction executed under the Confirmation Letter. (b) Terms of Payment. The terms of payment shall be net thirty (30) days after the date Buyer receives a properly prepared and accurate invoice sent to the Buyer’s address, which shall include at a minimum: (1) Seller’s complete name and address where payment is to be remitted; (2) Buyer’s complete name and address where bill is to be sent; (3) Price and billing units consistent with the Confirmation Letter(s) executed by the Parties; (4) quantity; (5) Attestation, if required, will be delivered with invoice; (6) invoice date; (7) total monetary amount; (8) terms of payment, including any applicable discount calculations; (9) tax amount/rate information, if applicable. (c) Payment may be made by check or wire transfer. Payment by check shall be considered made when received by Seller. City agrees to send its payment to: Address: 333 W. El Camino Real, Suite 290 Sunnyvale, CA 94087 Attention: Finance Group Wiring instructions: Bank: River City Bank ABA: 121133416 Account No.: 6042313302 SVCE agrees to send its payment to: Address: 250 Hamilton Ave., Palo Alto, CA 94301 Attention: _____________________ Wiring instructions: (d) Disputes and Adjustments of Invoices. A Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice, rendered under this Agreement or adjust any invoice for any arithmetic or computational error within twelve (12) months of the date the invoice, or adjustment to an invoice, was rendered. In the event an invoice or portion thereof is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within two (2) {D0387142.DOCX / 1}120110 dm 6051656 9 Business Days of such resolution. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments. Any dispute with respect to an invoice is waived unless the other Party is notified in accordance with this Section 5(d) within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made. If an invoice is not rendered within twelve (12) months after the close of the month during which performance of a REC Transaction occurred, the right to payment for such performance is waived. 6. Events of Default. A Party is in default (“Default”) hereunder if that Party (the “Defaulting Party”) does any of the following (each an “Event of Default”): (a) the failure of the Buyer to make any payment required pursuant to this Master Agreement, if such failure is not remedied within fifteen (15) Business Days after written notice, provided that if the Buyer, in good faith, disputes all or any portion of the payment, the Buyer shall pay only that portion of the payment that it does not dispute; (b) the failure of the Seller to deliver RECs when due pursuant to this Master Agreement, if such failure is not remedied within five (5) Business Days after written notice to the affected Party; (c) any representation or warranty provided by either Party herein that shall prove to have been false or misleading in any material respect when made or repeated; (d) the failure by a Party to perform any covenant or agreement set forth in this Master Agreement and applicable Confirmation Letters and incorporated exhibits (other than its obligations to make any payment or obligations which are otherwise specifically covered as a separate Event of Default), and such failure is not cured within fifteen (15) Business Days after written notice thereof to the affected Party; (e) the Party becomes Bankrupt; or (f) the failure by a Party to provide timely and satisfactory financial and/or performance assurance when requested to do so under the terms of this Master Agreement, and such failure is not cured within five (5) Business Days after written notice thereof to the affected Party. 7. Remedies for Default. (a) Declaration of Early Termination Date and Calculation of Settlement Amounts. If an Event of Default with respect to a Defaulting Party occurs and is continuing, the other Party (the “Non-Defaulting Party”) will have the right to do any or all of the following: (i) designate a day, no earlier than the day such notice is effective and no later than 20 days after such notice is effective, as an early termination date (“Early Termination Date”) to accelerate all amounts owing {D0387142.DOCX / 1}120110 dm 6051656 10 between the Parties and to liquidate and terminate all, but not less than all, REC Transactions (each referred to as a “Terminated Transaction”) between the Parties; (ii) withhold any payments due to the Defaulting Party under this Master Agreement; and (iii) suspend performance. (b) Calculation of Settlement Amounts. The Non-Defaulting Party will calculate, in a commercially reasonable manner, a Settlement Amount for each such Terminated Transaction as of the Early Termination Date by aggregating its Gains, Losses and Costs with respect to each such Terminated Transaction (or, to the extent that in the reasonable opinion of the Non-Defaulting Party certain of such Terminated Transactions are commercially impracticable to liquidate and terminate or may not be liquidated and terminated under Applicable Law on the Early Termination Date, as soon thereafter as is reasonably practicable). If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Master Agreement, the settlement amount shall be zero, notwithstanding any provision of this Master Agreement to the contrary. (c) Net Out of Settlement Amounts. The Non-Defaulting Party will aggregate all Settlement Amounts into a single amount by netting out the following: (i) all amounts that are due to the Defaulting Party, if the Defaulting Party is Seller, for RECs that have been delivered and not yet paid for, plus, at the option of the Non-Defaulting Party, any or all other amounts due to the Defaulting Party under this Master Agreement; against (ii) all Settlement Amounts that are due to the Non-Defaulting Party under this Master Agreement, so that all such amounts will be netted out to a single liquidated amount (the “Termination Payment”) payable by the Non-Defaulting Party. The Termination Payment, if any, is due from the Defaulting Party to the Non-Defaulting Party within five (5) Business Days following notice. (d) Calculation Disputes. If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Settlement Amount or Termination Payment, in whole or in part, the Defaulting Party will, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation, provide the Non-Defaulting Party a detailed written explanation of the basis for such dispute. (e) Limitation on Damages. The Defaulting Party’s liability will be limited to direct, actual damages, and Costs only, and such direct, actual damages, and Costs will be the sole and exclusive remedy hereunder. In no event will either Party be liable to the other under this Master Agreement for any consequential, incidental, punitive, exemplary, or indirect damages in tort, contract, or otherwise pursuant to this Section 7, except for any claims indemnified pursuant to Section 8. {D0387142.DOCX / 1}120110 dm 6051656 11 (f) Exclusive Remedy. THE REMEDIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO THE NONDEFAULTING PARTY IN THE EVENT OF A PARTY’S DEFAULT WITH RESPECT TO ITS OBLIGATIONS TO SELL OR PURCHASE RECS, AND A PARTY’S LIABILITY SHALL BE LIMITED AS SET FORTH IN THIS SECTION. ALL OTHER REMEDIES OR DAMAGES FOR FAILURE TO SELL OR PURCHASE RECS AT LAW ARE HEREBY WAIVED. 8. Indemnification. (a) Indemnification of City: To the fullest extent permitted by Applicable Law, SVCE agrees to protect, defend, hold harmless and indemnify City, its City Council, commissioners, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney’s fees in providing a defense to any claim arising therefrom, for which City shall become liable arising from SVCE’s acts, errors, or omissions with respect to or in any way connected with the maintenance, assistance and services performed by SVCE pursuant to this Master Agreement and subsequent REC Transactions and related Confirmation Letters, except for claims, liabilities and damages caused by the City’s sole negligence or willful misconduct. (b) Indemnification of SVCE: To the fullest extent permitted by Applicable Law, City agrees to protect, defend, hold harmless and indemnify SVCE, its board of directors, officers, employees and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney’s fees in providing a defense to any claim arising therefrom, for which SVCE shall become liable arising from City’s negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the maintenance, assistance and services performed by City pursuant to this Master Agreement and subsequent and related Confirmation Letters, except for claims, liabilities and damages caused by the SVCE’s comparative negligence or willful misconduct. 9. Relationship of the Parties. The relationship of the Parties under this Master Agreement is that of independent contractors. The Parties specifically state their intention that this Master Agreement is not intended to create a partnership or any other co-owned enterprise unless specifically agreed to by the Parties in a separate written instrument. Except as specifically provided herein, each Party shall continue to have the right to contract independent of the other Party with individuals and entities. Each Party shall be responsible for its own operating expenses and personnel expenses. 10. Taxes and Costs. Unless otherwise specified in the applicable Confirmation Letter (and to the extent not included in the purchase price), each Party shall bear the cost of any taxes imposed on such Party in relation to or arising out of such REC Transaction. Each Party shall be liable for all costs, fees, commissions or other payments due to brokers, agents or other intermediaries incurred by such Party (and shall indemnify and hold the other Party harmless from and {D0387142.DOCX / 1}120110 dm 6051656 12 against all such amounts) in connection with the drafting, consummation or performance of this Master Agreement or any REC Transaction hereunder. 11. Notices. All notices required or permitted to be given hereunder in writing shall, unless expressly provided otherwise, be in writing, properly addressed, postage pre-paid and delivered by hand, facsimile, certified or registered mail, courier or electronic messaging system to the appropriate address as either Party may designate from time to time by providing notice thereof to the other Party. If to City: Address: 250 Hamilton Ave. Palo Alto, CA 94301 Attention: City Clerk Phone: (650) 329-2571 Fax: (650) 328-3631 With a copy to: Address: 250 Hamilton Ave. Palo Alto, CA 94301 Attention: Director of Utilities Phone: (650) 329-2277 Fax: (650) 329-2154 If to SVCE: Address: 333 W. El Camino Real, Suite 290 Sunnyvale, CA 94087 Attention: Girish Balachandran, CEO Phone: (408) 721-5301 E-mail: girish@svcleanenergy.org Notices delivered by facsimile or by an electronic messaging system shall require confirmation through a reply facsimile or electronic message. 12. Confidential Information. (a) “Confidential Information” shall mean and include information consisting of documents and materials of a disclosing Party and/or any other technical, financial or business information of or about a disclosing Party which is not available to the general public, as well as all information derived from such information, which is furnished or made available to the other Party and is clearly labeled, marked or otherwise identified as “confidential” or “proprietary information.” (b) The disclosing Party is the Party to whom the Confidential Information originally belongs and who shall, after appropriate notice from the receiving Party, bear the burden of pursuing any legal remedies to retain the confidential status of the Confidential Information, as set forth in Section 12(e), below. (c) Confidential Information disclosed by either Party to the other shall be held by the receiving Party in confidence, and shall not be: (i) used by the recipient to the detriment of the disclosing Party; or (ii) made available for third parties to use. {D0387142.DOCX / 1}120110 dm 6051656 13 (d) Each Party will direct its employees, contractors, consultants and representatives who have access to any Confidential Information to comply with all the terms of this Section. Information received by the receiving Party shall not be Confidential Information if: (i) it is or becomes available to the public through no wrongful act of the receiving Party; (ii) it is already in the possession of the receiving Party and not subject to any confidentially agreement between the Parties; (iii) it is received from a third party without restriction for the benefit of the disclosing Party and without breach of this Master Agreement; (iv) it is independently developed by the receiving Party; or (v) it is disclosed pursuant to a requirement of law or a duly empowered government agency or a court of competent jurisdiction after due notice and an adequate opportunity to intervene is given to the disclosing Party, unless such notice is prohibited. (e) The Parties acknowledge that each Party is a public agency and subject to the requirements of the California Public Records Act Cal. Gov. Code section 6250 et seq. The Parties may submit Confidential Information to each other pursuant to Section 12(a), above and the Parties will maintain such identified documents as confidential to the fullest extent allowed by law. However, upon request or demand from any third person or entity not a party to this Master Agreement (“Requestor”) for production, inspection and/or copying of information designated by a disclosing Party as Confidential Information, the receiving Party shall notify the disclosing Party that such request has been made in accordance with Section 11 of this Master Agreement. Upon receipt of this notice, the disclosing Party shall be solely responsible for taking whatever legal steps may be necessary to protect the information deemed by it to be Confidential Information and to prevent release of information to the Requestor by the receiving Party. If within ten (10) days after receiving the foregoing notice from the receiving Party, the disclosing Party takes no such action, the receiving Party shall be permitted to comply with the Requestor’s demand and is not required to defend against it. (f) Upon termination or expiration of this Master Agreement, the receiving Party shall, at the disclosing Party’s direction, either return or destroy all of the disclosing Party’s Confidential Information and so certify in writing. The obligations of this provision will survive for one (1) year after any termination or expiration of this Master Agreement. 13. Publicity and Disclosure. SVCE shall not use the name, trade name, trademarks, service marks of or owned by City, or logos of City, or share Confidential Information in any publicity releases, news releases, annual reports, product packaging, signage, stationery, print literature, advertising, websites or other media without securing the prior written approval of City. SVCE shall not, without {D0387142.DOCX / 1}120110 dm 6051656 14 prior written consent of City, represent, directly or indirectly, that any product or service offered by SVCE has been approved or endorsed by City. SVCE agrees that City may make oral and written reports and other communications regarding this Master Agreement and subsequent REC Transactions to the Palo Alto City Manager, City Council and other public officials as required by law, which reports and communications will be public reports and communications. 14. Nondiscrimination. As set forth in Palo Alto Municipal Code section 2.30.510, SVCE agrees that in the performance of this Master Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. SVCE acknowledges that it has read and understands the provisions of Chapter 2.30 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Chapter 2.30 pertaining to nondiscrimination in employment, including completing the form furnished by City and set forth in Exhibit C. 15. Miscellaneous Representations and Warranties. (a) Each Party represents and warrants that the execution and performance of this Master Agreement and subsequent REC Transactions will not conflict with or result in a breach of any other agreement to which it is a party. (b) Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of a state of the United States of America. (c) Each Party represents and warrants that it has full power and authority to make, execute, deliver and perform this Master Agreement and subsequent REC Transactions. (d) Each Party represents and warrants that it will abide by the Applicable Program as specified in each Confirmation Letter. (e) Each Party represents and warrants that it will abide by the Green-e Standard v. 1.5 or as amended when applicable. 16. Choice of Law. The laws of the State of California shall be applied and be controlling for all purposes and all matters relating to the Master Agreement, without regard to principles of conflicts of law. In the event that an action is brought, the Parties agree that trial of such action will be vested exclusively in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 17. Entire Agreement. This Master Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, whether oral or written, of the Parties. {D0387142.DOCX / 1}120110 dm 6051656 15 18. Amendments. Except to the extent herein provided, no amendment, supplement, modification, termination or waiver of this Master Agreement shall be enforceable unless executed in writing by the Party to be bound thereby. 19. Assignment. This Master Agreement is binding on any successors and assigns of the Parties. Neither Party may otherwise transfer or assign this Master Agreement, in whole or in part, without the other Party’s written consent. Such consent shall not be unreasonably withheld. 20 Non-Waiver; No Third Party Beneficiaries. No waiver by any Party of any of its rights with respect to the other Party or with respect to this Master Agreement or any matter or default arising in connection with this Master Agreement, shall be construed as a waiver of any other right, matter or default. Any waiver shall be in writing signed by the waiving Party. No payment, partial payment, acceptance or partial acceptance by City will operate as a waiver on the part of the City of any of its rights under the Master Agreement. This Master Agreement and subsequent Confirmation Letters related to REC Transaction are made and entered into for the sole benefit of the Parties, and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, have any rights under, or have any direct or indirect cause of action or claim in connection with this Master Agreement. 21. Severability. In the event that any provision of the Master Agreement is found to be void or unenforceable, such findings shall not be construed to render any other provision of the Master Agreement either void or unenforceable, and all other provisions shall remain in full force and effect unless the provisions which are void or unenforceable shall substantially affect the rights or obligations granted to or undertaken by either Party. 22. Force Majeure. Neither Party shall be liable in any respect for failure or delay in the fulfillment or performance of REC Transactions under this Master Agreement, if performance is hindered or prevented, directly or indirectly by an event beyond the reasonable control of either Party, including, without limitation, war, public emergency or calamity, fire, earthquake, Acts of God, strikes, labor disturbance or actions, civil disturbances or riots, litigation brought by third parties against the Parties, or any act of a superior governmental authority or court order. Force Majeure may not be based on (i) Seller’s ability to sell RECs to another at a price greater than the purchase price specified in the Confirmation Letter, (ii) Buyer’s inability economically to use or resell the RECs, or (iii) Buyer’s ability to purchase RECs at a price less than the purchase price specified in the Confirmation Letter. 23. Exhibits and Insurance. The exhibits attached hereto are incorporated into this Master Agreement by reference. The exhibits may only be revised upon mutual agreement between the Parties unless otherwise specified in the exhibits. In the event of a conflict between this Master Agreement and the Confirmation Letter, the terms of the Confirmation Letter shall prevail. During the term of this Master Agreement, SVCE shall maintain the insurance levels set forth on Exhibit D. {D0387142.DOCX / 1}120110 dm 6051656 16 24. Compliance with Law. Each Party will comply with all lawful federal, state and local law, ordinances, resolutions, rate schedules, rules and regulations that may affect its rights and obligations under the Master Agreement. 25. Collateral/Credit Requirements. Neither Party shall be required to post collateral or other security for the REC Transactions under this Master Agreement. 26. No Recourse to Members of Buyer. Buyer is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) and is a public entity separate from its constituent members. Buyer will solely be responsible for all debts, obligations and liabilities accruing and arising out of this Master Agreement. Seller will have no rights and will not make any claims, take any actions or assert any remedies against any of Buyer's constituent members, or the officers, directors, advisors, contractors, consultants or employees of Buyer or Buyer's constituent members, in connection with this Master Agreement. 27 Counterparts. This Master Agreement may be signed in any number of counterparts with the same effect as if the signatures to the counterparts were upon a single instrument. The Parties may rely on electronic, facsimile or scanned signatures as originals under this Master Agreement. Delivery of an executed signature page of this Master Agreement by facsimile or electronic mail transmission (including PDF) shall be the same as delivery of a manually executed signature page. Fiscal Provisions. The REC Transactions under this Master Agreement are subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. The Master Agreement and all related Confirmation Letters and Agreements will terminate without penalty (i) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (ii) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal years and funds for the City’s obligations are no longer made available. This provision will take precedence in the event of a conflict with any other term or condition of the Master Agreement. IN WITNESS WHEREOF, each of the Parties hereto acknowledge that they have read the terms and conditions contained herein, understand and agree to the same and agree to be bound thereby and have caused this Master Agreement to be executed in duplicate originals by its duly authorized representative as of the Effective Date. CITY OF PALO ALTO (“CITY”) _________________________ City Manager SILICON VALLEY CLEAN ENERGY AUTHORITY, a California joint powers authority (“SVCE”) {D0387142.DOCX / 1}120110 dm 6051656 17 APPROVED AS TO FORM: __________________________ Senior Deputy City Attorney APPROVED: __________________________ Director of Administrative Services __________________________ Director of Utilities By: __________________________ Name: ________________________ Title: ________________________ Taxpayer Identification No. 81-2158638 Exhibit A – Page 1 of 5 Exhibit A Confirmation Letter #1 The following describes a REC Transaction between City and SVCE for the sale, purchase and delivery of the Product (as described below) pursuant to the terms of the REC Master Agreement between the City of Palo Alto and SVCE dated ___________, 2019. Initially capitalized terms used and not otherwise defined herein are defined in the Master Agreement. Basic Commercial Terms: REC Transaction Date: REC Transaction Reference: Seller: Buyer: Renewable Resource Facility: Renewable Energy Source: Geography: Vintage(s): REC Product Quantity (MWh): REC Contract Price ($/MWh): Monetary Value of REC Transaction ($): Delivery Deadline: Product Specific Terms: Product: Category 1 Renewable “Category 1 Renewable” means Energy, along with the associated RECs produced by the Project without substituting energy from another generating source (as defined by the CPUC in D.11-12-052), delivered on an hourly basis to the Delivery Point during the Delivery Period. Category 1 Renewable satisfies the requirements of Section 399.16(b)(1) of the California Public Utilities Code, as applicable to the Energy and RECs transferred hereunder. Applicable Standard: California RPS “California RPS” or “California Renewables Portfolio Standard” means the California renewables portfolio standard, as set forth in Cal. Pub. Util. Code §§ 399.11 et seq. and Cal. Pub. Res. Code §§ 25740-25751, and as administered by the CEC as set forth in the CEC RPS Eligibility Guidebook (9th Ed.), as may be subsequently modified by the CEC, and the California Public Utilities Commission (“CPUC”) as set forth in CPUC Decision (“D”) 08-08-028, D.08-04-009, D.11-01-026, D.11-12-020, D.11-12-052, D.12-06-038, Exhibit A – Page 2 of 5 D.14-12-023, D.16-12-040, and D.17-06-026 and as may be modified by subsequent decision of the CPUC or by subsequent legislation, and regulations promulgated with respect thereto. Environmental Attributes retained by Seller, if any: All Applicable Tracking System: WREGIS Attestation Form Required [yes, no] No Delivery Obligation [Firm, Unit Contingent, Project Contingent]: Additional Seller Representations related to Category 1 Renewable Product: The following provisions are applicable to Category 1 Renewable Product: A. Non-Modifiable Standard Terms and Conditions (1) Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) the Project qualifies and is certified by the California Energy Commission (“CEC”) as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in California Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC 6] (2) Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Period of this Agreement the renewable energy credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 08-08-028, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Exhibit A – Page 3 of 5 Seller has used commercially reasonable efforts to comply with such change in law. [STC REC-1] (3) Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under this contract. [STC REC-2] (4) This Agreement and the rights and duties of the Parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of law. To the extent enforceable at such time, each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement. [STC 17] B. Additional Terms and Conditions. (1) For the sale of Category 1 Renewable Product, each Project either: (a) has a first point of interconnection with a California balancing authority; or (b) has its first point of interconnection with distribution facilities used to serve end users within a California balancing authority area; or (c) the generation from the Project is scheduled into a California balancing authority without substituting electricity from any other source, provided that, if another source provides real-time ancillary services required to maintain an hourly or subhourly import schedule into the California balancing authority only the fraction of the schedule actually generated by the Project from which the electricity is procured may count toward this Product; or (d) the generation from the Project is scheduled into a California balancing authority pursuant to a dynamic transfer agreement between the balancing authority where the Project is located and the California balancing authority into which the generation is scheduled. (2) For the sale of Category 1 Renewable, Seller has not sold the RECs originally associated with the Exhibit A – Page 4 of 5 Product to any other person or entity. (3) For the sale of Category 1 Renewable, Seller receives compensation directly from the CAISO for energy imported or scheduled to the CAISO in real-time on Buyer’s behalf. (4) If and to the extent that the Category 1 Renewable Product sold by Seller is a resale of part or all of a contract between Seller and one or more third parties, Seller represents, warrants and covenants that the resale complies with the following conditions in (a) through (e) below as of the Effective Date and throughout the generation period: (a) The original upstream third-party contract(s) meets the criteria of California Public Utilities Code Section 399.16(b)(1); (b) This Confirmation transfers only electricity and RECs that have not yet been generated prior to the Effective Date; (c) The electricity transferred by this Confirmation is transferred to Buyer in real time; (d) If the Product is scheduled from a Project that is not interconnected to a California balancing authority into a California balancing authority without substituting electricity from another source, the original hourly or subhourly schedule is maintained, and the three preceding conditions are met; and (e) If the Project has an agreement to dynamically transfer electricity to a California balancing authority, the transactions implemented under this Confirmation are not contrary to any condition imposed by a balancing authority participating in the dynamic transfer arrangement. This Confirmation Letter is executed pursuant to and in accordance with the Master Agreement, and constitutes part of and is subject to the terms and provisions of the Master Agreement. Exhibit A – Page 5 of 5 The Parties agree to the Transaction set forth herein. XXXX (“Buyer”) XXXX (“Seller”) Signature Signature Name Name Title Title Date Date Exhibit B - Page 1 of 1 190923 dm 6051582 Exhibit B Certification of Nondiscrimination As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not and will not during the course of this contract discriminate in the employment of any person because of race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person and that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. Authorized Signature:____________________________________________________ Date: _____________________ Professional Services Rev Nov. 1, 2011 Exhibit C Insurance Requirements SVCE shall maintain the level of insurance set forth below: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY -EACH PERSON -EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I.INSURANCE COVERAGE MUST INCLUDE: A.A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE INCOVERAGE OR OF COVERAGE CANCELLATION; AND B.A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FORCONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C.DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II.CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III.ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONALINSUREDS” A.PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. Professional Services Rev Nov. 1, 2011 B.CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C.NOTICE OF CANCELLATION 1.IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OFCANCELLATION. 2.IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTOP.O. BOX 10250PALO ALTO, CA 94303 CI TY OF PALO ALTO 11 TO: HONORABLE CITY COUNCIL FROM: DATE: SUBJECT: DEAN BATCHELOR, DIRECTOR OF UTILITIES OCTOBER 7, 2019 AGENDA ITEM 11-Adoption of a Resolution Approving an Updated Standard Form Master Renewable Energy Certificate (REC) Purchase and Sale Agreement, Approving Master REC Agreements With Three Counterparties, and Modifying the Approval Process for Future Individual REC Master Agreements, Thus Amending Section 2 and Recital J of Resolution Number 9652 The item is being pulled from the Council agenda as not all attachments were properly provided. The report will go before the Council at a later date. Dean Batchelor Director of Utilities 1 of 1 ./ City of Palo Alto (ID # 10574) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/7/2019 City of Palo Alto Page 1 Summary Title: MSC Security Guard Services Title: Approval of a Five-year General Services Agreement With Universal Semiconductor Inc. d/b/a Universal Security Company in the Amount of $472,282 for Security Guard Services at the Municipal Services Center (MSC) From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute the attached General Services Agreement in an amount not to exceed $472,282 with Universal Semiconductor Inc. d/b/a Universal Security Company (Attachment A) for security guard services for a term of five years, effective October 8, 2019 ending October 7, 2024, including $449,792 for Basic Services and $22,490 for Additional Services. Executive Summary After a Request for Quotes (RFQ) process was completed, staff recommends a five-year contract with Universal Semiconductor Inc. d/b/a Universal Security Company (“Universal Security Company”) beginning October 8, 2019 for Municipal Service Center (MSC) security guard services. The current MSC security guard services three-year contract, $246,285 for both Basic and Additional Services, expires September 30, 2019. Background The City contracts with a security company to provide security guards staffing the main vehicle and pedestrian entrance during operating hours at the MSC to prevent unauthorized entry. The security guard service helps to protect significant financial assets such as vehicles, equipment, and supplies housed at the MSC. These equipment and supplies are critical to the work of City staff and help ensure reliable service to the community. Discussion Solicitation Process A Request for Quotes for MSC security guard services was posted on the City’s eProcurement system on July 11, 2019. Twelve companies registered to view the proposal. Two proposals City of Palo Alto Page 2 were received on July 31, 2019. The bid summary and price proposals are as follows: Summary of Bid Process Bid Name/Number Unarmed Security Guard Services – RFQ #176003 Proposed Length of Project 5 years Number of Bid Packages Downloaded by Builder’s Exchanges 0 Number of Bid Packages Downloaded by Contractors 12 Total Days to Respond to Bid 20 Pre-Bid Meeting? Yes Number of Bids Received: 2 Base Bid Price Range $449,792 to $514,650 Link to Solicitation in Planet Bids https://www.planetbids.com/portal/ portal.cfm?CompanyID=25569 Summary of Proposals Year 1 Year 2 Year 3 Year 4 Year 5 Total Universal Security Company $89,958.40 $89,958.40 $89,958.40 $89,958.40 $89,958.40 $449,792.00 American Guard Services $99,958.24 $101,444.16 $102,930.08 $104,416.00 $105,901.92 $514,650.40 Proposals ranged from a low of $449,792 to a high of $514,650 for the five-year term of the contract. The lowest responsive and responsible bidder is Universal Security Company. This is the company that holds the current contract. For comparison, the cost of the most recent year of the current contract with Universal Security Company is $80,600. Additional Services covers work not specified in the original scope of Basic Services and may include, but is not limited to, emergency services and special event services during the course of the five-year term. Additional Services can include occasional security needs at other City facilities, and special events including the MSC Open House. Timeline City of Palo Alto Page 3 The current MSC Security Guard Services contract expires September 30, 2019. Pending Council approval of this recommended contract with Universal Security Company, the new contract will be effective October 8, 2019. Resource Impact The average annual cost of this five-year contract with Universal Security Company is $94,456.40, including Basic Services and Additional Services, for a maximum not-to-exceed of $472,282. Funding for first year of this contract is available in the Fiscal Year 2020 Operating Budget and covered in proportion to the anticipated usage of the following departments utilizing security guard services at MSC: Utilities, Public Works, and Administrative Services. Funding for future years is subject to the annual budget process and contingent upon Council approval. Funding Allocations Fund Department Annual Amount (Basic and Additional Services) Vehicle Replacement and Maintenance Public Works $18,891.28 Utilities Administration Utilities $34,004.30 General Fund Public Works $34,948.87 General Fund Administrative Services $6,611.95 Totals $94,456.40 Environmental Review This project is categorically exempt from the provisions of the California Environmental Quality Act (CEQA) under Sections 15301 and 15302 of the CEQA Guidelines as repair, maintenance, and alteration of an existing facility and no further environmental review is necessary. Attachments: Attachment A: Contract C20176003 Universal Security City of Palo Alto General Services Agreement 1 Rev. March 29, 2018 CITY OF PALO ALTO CONTRACT NO. S20176003 GENERAL SERVICES AGREEMENT THIS GENERAL SERVICES AGREEMENT (this “Agreement”) is made and entered into on the 8th day of OCTOBER, 2019, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and UNIVERSAL SEMICONDUCTOR INC., DBA UNIVERSAL SECURITY COMPANY, a California Corporation, located at 1925 Zanker Road, San Jose, Ca 95112, Telephone Number: (408) 234-4797 (“CONTRACTOR”). In consideration of their mutual covenants, the parties hereto agree as follows: 1. SERVICES. CONTRACTOR shall provide or furnish the services (the “Services”) described in the Scope of Services, attached at Exhibit A. Optional Additional Services (This provision only applies if checked and an amount for Additional Services is provided under Section 5.) Additional Services (as defined in Section 5, “Compensation for Original Term”) will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager, as identified in Section 8 (“Invoicing”). Each Task Order shall be in substantially the same form as Exhibit A-1 (“General Services Task Order”). Each Task Order shall contain a specific proposed scope of services, schedule of performance and compensation amount, in accordance with the provisions of this Agreement. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to the Project Manager within the time specified by the Project Manager, and upon acceptance by CITY, the signed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the amount of compensation set forth for Additional Services in Section 5 of this Agreement. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and CITY may elect to, but is not required to, authorize Additional Services work up to the maximum compensation amount set forth for such services in Section 5. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement. 2. EXHIBITS. The following exhibits are hereby attached to and made a part of this Agreement: Exhibit “A” - Scope of Services Exhibit “A-1” – General Services Task Order (Optional Additional Services) Exhibit “B” - Schedule of Performance Exhibit “C” – Compensation and Schedule of Fees Exhibit “D” - Insurance Requirements “E” - Performance and/or Payment Bond DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 2 Rev. March 29, 2018 CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED. 3.TERM. The term of this Agreement is from October 8, 2019 to October 7, 2024 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions. 4.SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance with the schedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement. 5.COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any: The total maximum lump sum compensation of dollars ($ ); OR The sum of dollars ($ ) per hour, not to exceed a total maximum compensation amount of dollars ($ ); OR A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of Four Hundred Seventy-Two Thousand Two Hundred Eighty-Two dollars ($472,282). CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY. CITY has set aside the sum of Twenty-Two Thousand Four Hundred Ninety dollars ($22,490) for Additional Services (as defined below). CONTRACTOR shall provide Additional Services only by CITY-approved Task Order as detailed in Section 1 (“Services”) of this Agreement. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. “Additional Services” shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. Additional Services may only be added as provided for in Section 1 (“Services”) of this Agreement. 6.COMPENSATION DURING ADDITIONAL TERMS. DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 3 Rev. March 29, 2018 CONTRACTOR’S compensation rates for each additional term shall be the same as the original term; OR CONTRACTOR’s compensation rates shall be adjusted effective on the commencement of each Additional Term. The lump sum compensation amount, hourly rates, or fees, whichever is applicable as set forth in section 5 above, shall be adjusted by a percentage equal to the change in the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco-Oakland- San Jose area, published by the United States Department of Labor Statistics (CPI) which is published most immediately preceding the commencement of the applicable Additional Term, which shall be compared with the CPI published most immediately preceding the commencement date of the then expiring term. Notwithstanding the foregoing, in no event shall CONTRACTOR’s compensation rates be increased by an amount exceeding five percent of the rates effective during the immediately preceding term. Any adjustment to CONTRACTOR’s compensation rates shall be reflected in a written amendment to this Agreement. 7.CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 7, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. Public Contract Code Section 9204 mandates certain claims procedures for Public Works Projects, which are set forth in “Appendix __ Claims for Public Contract Code Section 9204 Public Works Projects”. This project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Appendix __, attached hereto and incorporated herein. OR This project is not a 9204 Public Works Project. 8.INVOICING. Send all invoices to CITY, Attention: Project Manager. The Project Manager is:Mike Wong, Dept.: Public Works, Telephone: (650) 496-6989, email: Michael.Wong@CityofPaloAlto.org. Invoices shall be submitted in arrears for Services performed. Invoices shall not be submitted more frequently than monthly. Invoices shall provide a detailed statement of Services performed during the invoice period and are subject to verification by CITY. CITY shall pay the undisputed amount of invoices within 30 days of receipt. GENERAL TERMS AND CONDITIONS DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 4 Rev. March 29, 2018 A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includes and is limited to the terms and conditions set forth in sections 1 through 8 above, these general terms and conditions and the attached exhibits. B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the services described in Section 1 of this Agreement, entitled “SERVICES,” and that every individual charged with the performance of the services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing or certification is required by law, to perform the Services. CITY expressly relies on CONTRACTOR’s representations regarding its skills, knowledge, and certifications. CONTRACTOR shall perform all work in accordance with generally accepted business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations. C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agreement, CONTRACTOR and any person employed by CONTRACTOR shall at all times be considered an independent CONTRACTOR and not an agent or employee of CITY. CONTRACTOR shall be responsible for employing or engaging all persons necessary to complete the work required under this Agreement. D. SUBCONTRACTORS. CONTRACTOR may not use subcontractors to perform any Services under this Agreement unless CONTRACTOR obtains prior written consent of CITY. CONTRACTOR shall be solely responsible for directing the work of approved subcontractors and for any compensation due to subcontractors. E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of CONTRACTOR’s business. F. COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services comply with all applicable federal, state and local laws, ordinances, regulations, and orders. G. PALO ALTO MINIMUM WAGE ORDINANCE. CONTRACTOR shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONTRACTOR shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONTRACTOR shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. H. DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole expense, repair in kind, or as the City Manager or designee shall direct, any damage to public or DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 5 Rev. March 29, 2018 private property that occurs in connection with CONTRACTOR’s performance of the Services. CITY may decline to approve and may withhold payment in whole or in part to such extent as may be necessary to protect CITY from loss because of defective work not remedied or other damage to the CITY occurring in connection with CONTRACTOR’s performance of the Services. CITY shall submit written documentation in support of such withholding upon CONTRACTOR’s request. When the grounds described above are removed, payment shall be made for amounts withheld because of them. I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with generally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR expressly warrants that all materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpose intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any material or service not in compliance with these warranties, including incomplete, inaccurate, or defective material or service, at no further cost to CITY. The warranties set forth in this section shall be in effect for a period of one year from completion of the Services and shall survive the completion of the Services or termination of this Agreement. J. MONITORING OF SERVICES. CITY may monitor the Services performed under this Agreement to determine whether CONTRACTOR’s work is completed in a satisfactory manner and complies with the provisions of this Agreement. K. CITY’S PROPERTY. Any reports, information, data or other material (including copyright interests) developed, collected, assembled, prepared, or caused to be prepared under this Agreement will become the property of CITY without restriction or limitation upon their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager. L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for three (3) years from the date of final payment, CONTRACTOR’s records pertaining to matters covered by this Agreement. CONTRACTOR agrees to maintain accurate books and records in accordance with generally accepted accounting principles for at least three (3) following the terms of this Agreement. M. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement. N. INSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full force during the term of this Agreement, the insurance coverage described at Exhibit D. DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 6 Rev. March 29, 2018 Insurance must be provided by companies with a Best’s Key Rating of A-:VII or higher and which are otherwise acceptable to CITY’s Risk Manager. The Risk Manager must approve deductibles and self-insured retentions. In addition, all policies, endorsements, certificates and/or binders are subject to approval by the Risk Manager as to form and content. CONTRACTOR shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy. CONTRACTOR shall obtain an endorsement stating that the insurance is primary coverage and will not be canceled or materially reduced in coverage or limits until after providing 30 days prior written notice of the cancellation or modification to the Risk Manager. CONTRACTOR shall provide certificates of such policies or other evidence of coverage satisfactory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the required insurance coverages and endorsements to the Risk Manager. CONTRACTOR shall include all subcontractors as insured under its policies or shall obtain and provide to CITY separate certificates and endorsements for each subcontractor that meet all the requirements of this section. The procuring of such required policies of insurance shall not operate to limit CONTRACTOR’s liability or obligation to indemnify CITY under this Agreement. O. HOLD HARMLESS. To the fullest extent permitted by law and without limitation by the provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, property damage or any other loss and including without limitation all damages, penalties, fines and judgments, associated investigation and administrative expenses and defense costs, including, but not limited to reasonable attorney’s fees, courts costs and costs of alternative dispute resolution), arising out of, or resulting in any way from or in connection with the performance of this Agreement. CONTRACTOR’s obligations under this Section apply regardless of whether or not a liability is caused or contributed to by any negligent (passive or active) act or omission of CITY, except that CONTRACTOR shall not be obligated to indemnify for liability arising from the sole negligence or willful misconduct of CITY. The acceptance of the Services by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Agreement. P. NON-DISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONTRACTOR certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONTRACTOR acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 7 Rev. March 29, 2018 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. Q. WORKERS' COMPENSATION. CONTRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services. R. TERMINATION. The City Manager may terminate this Agreement without cause by giving ten (10) days’ prior written notice thereof to CONTRACTOR. If CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager may terminate this Agreement immediately upon written notice of termination. Upon receipt of such notice of termination, CONTRACTOR shall immediately discontinue performance. CITY shall pay CONTRACTOR for services satisfactorily performed up to the effective date of termination. If the termination is for cause, CITY may deduct from such payment the amount of actual damage, if any, sustained by CITY due to CONTRACTOR’s failure to perform its material obligations under this Agreement. Upon termination, CONTRACTOR shall immediately deliver to the City Manager any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by CONTRACTOR or given to CONTRACTOR, in connection with this Agreement. Such materials shall become the property of CITY. S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of CITY. No amendments, changes or variations of any kind are authorized without the written consent of CITY. T. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. CONTRACTOR further covenants that, in the performance of this Agreement, it will not employ any person having such an interest. CONTRACTOR certifies that no CITY officer, employee, or authorized representative has any financial interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. CONTRACTOR agrees to advise CITY if any conflict arises. U. GOVERNING LAW. This Agreement shall be governed and interpreted by the laws of the State of California. DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 8 Rev. March 29, 2018 V. ENTIRE AGREEMENT. This Agreement, including all exhibits, represents the entire agreement between the parties with respect to the services that may be the subject of this Agreement. Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions in the exhibits. This Agreement supersedes all prior agreements, representations, statements, negotiations and undertakings whether oral or written. W. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONTRACTOR shall comply with CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Division, which are incorporated by reference and may be amended from time to time. CONTRACTOR shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONTRACTOR shall comply with the following zero waste requirements: • All printed materials provided by CONTRACTOR to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. • Goods purchased by Contractor on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including, but not limited to, Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. • Reusable/returnable pallets shall be taken back by CONTRACTOR, at no additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. Z. PREVAILING WAGES DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 9 Rev. March 29, 2018 This Project is not subject to prevailing wages. CONTRACTOR is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the Agreement is not a public works contract, if Agreement does not include a public works construction project of more than $25,000, or the Agreement does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. OR Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the Agreement for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. AA. DIR REGISTRATION. In regard to any public work construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONTRACTOR without proof that CONTRACTOR and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854. CITY provides notice to CONTRACTOR of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the Agreement is awarded.” CITY gives notice to CONTRACTOR and its listed subcontractors that CONTRACTOR is required to post all job site notices prescribed by law or regulation and CONTRACTOR is subject to SB 854-compliance monitoring and enforcement by DIR. DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 10 Rev. March 29, 2018 CITY requires CONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project. The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONTRACTOR and its listed subcontractors, respectively. At the request of CITY, acting by its project manager, CONTRACTOR and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY’s request. [For state- and federally-funded projects] CITY requests CONTRACTOR and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. If the certified payroll records are not produced to the project manager within the 10- day period, then CONTRACTOR and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONTRACTOR. Inform the project manager of the location of CONTRACTOR’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. BB. CONTRACT TERMS. All unchecked boxes do not apply to this Agreement. In the case of any conflict between the terms of this Agreement and the exhibits hereto or CONTRACTOR’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONTRACTOR’s proposal, the exhibits shall control. DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 11 Rev. March 29, 2018 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO UNIVERSAL SEMICONDUCTOR, INC. dba UNIVERSAL SECURITY COMPANY Officer 1 ______________________________ By________________________________________ City Manager or Designee (Required on contracts $85,000 and over) Name _____________________________________ Title_______________________________________ Approved as to form: Officer 2 By________________________________________ ___________________________ Name _____________________________________ City Attorney or Designee Title _____________________________________ DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 CFO George Yan President Tim Gorsulowsky City of Palo Alto General Services Agreement 12 Rev. March 29, 2018 EXHIBIT A SCOPE OF SERVICES CONTRACTOR shall supply all labor, materials, equipment and incidentals necessary to provide unarmed security guard services at the Municipal Service Center (MSC) facility at the City of Palo Alto. The general performance criteria shall include but not be limited to provide unarmed security guard services to: •Control vehicle and pedestrian access to the MSC during the business hours specified below. •Perform inspections, detection, and investigation of all security-related incidents,violations of City regulations and City employee safety, and report to appropriate authorities and the CITY’s Project Manager. •Prepare and submit via email daily activity reports on an approved MS Word documentor an Excel spreadsheet by CITY’s Project Manager. •Respond promptly and appropriately to all security-related emergencies. •On a quarterly basis, CONTRACTOR shall send CITY a proposed schedule of the guards on duty, which will include the name of each security personnel, working hours, and emergency contact number for each employee. CITY understands that the staffing schedule submitted may be subject to change. •Patrol the entire facility to provide a visible presence to discourage vandalism or unauthorized entry throughout the day. •Notify the appropriate law enforcement agency and project manager of any unlawful activity. •All non-City vehicles will be stopped at the gate before entry. Delivery vehicles are prohibited from entering the MSC after 3:00 p.m. except for tow trucks with a city vehicle on it. •Valid ID (Driver’s license/City ID badge) is required on all entries from both City employees and non-City employees who are not driving City marked vehicles (walk-ins from parking lots are excluded for City employees as these are card key locked gates). Sign in and sign out records are required for all visitors. Security officer shall be logging visitor’s name, driver license number, company name, date, and time. •Issue guest passes and parking permits to all visitors. The guards must retrieve the guest passes and parking permits when visitors exit. •All visitors will park in visitor parking spaces outside the MSC (and in the visitor spaces inside the MSC when the outside visitor lot is full) unless they are providing a demonstration of equipment or delivery / pickup that requires off-loading or loading of heavy items. Also, commercial deliveries (with routine deliveries) will not be treated as visitors, and will be allowed to deliver to the stores warehouse located inside the MSC. It DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 13 Rev. March 29, 2018 is the responsibility of the second guard to monitor these deliveries to verify the drivers stay near the loading dock area. •Shipping and receiving hours are 7 am to 3 pm Monday through Friday excluding Holidays. No deliveries will be admitted outside these hours. •CITY has an approved vendor list of regular deliveries that will enter MSC without having to stop. This list will be provided to the Security Officer by the City’s Project Manager with a bi-annual update. •All visitors must have an appointment with staff on site. CITY Staff will send an email to inform the security guards of their visitors with two contacts to call when visitor is onsite. No one will be allowed on-site without authorization from an authorizing MSC employee. If no City employee is onsite to accept the visitor, the visitor will not be allowed on the premises. •CITY Employees are not allowed to park their personal vehicles inside the yard unless they are issued a parking permit by the Assistant Director of Public Services. •All non-city vehicles will be checked visually prior to exiting the MSC. This will not include checking secured vehicle areas such as trunks, but a brief visual inspection of the interior of the vehicle. •Check ID (Valid Driver’s License) and keep copious written record (who they are visiting, date, & time) of visitors who enters the premises during normal working hours for daily reporting. •All security officers must be prompt and on time wearing a security uniform with a name badge. High visibility apparel is recommended due to the requirement of working in vehicle traffic situations. Reports: CONTRACTOR shall complete and submit via email a Daily Report form to the CITY’s Project Manager upon completion of the daily. Daily report shall be submitted as MS Word or Excel via email. In the event of an unusual occurrence, the CONTRACTOR shall submit an Incident Report to the CITY’s Project Manager. Immediate threats must be reported immediately and in person or by phone to the CITY’s Project Manager or Assistant Director Public Works for Public Services, or the Facilities Dept Helpdesk (in that order). Non-urgent issues must be reported by next business day via email to the CITY’s Project Manager. CONTRACTOR shall issue parking tickets for parking violations such as illegal parking, not parking within designated lines, not displaying parking permit, etc. DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 14 Rev. March 29, 2018 CONTRACTOR may use their own forms, subject to prior approval from the CITY’s Project Manager. All reports should be submitted via email. Any and all reports prepared during the term of this CONTRACT shall become the property of the CITY. Personnel: Security officers assigned to perform work under this AGREEMENT shall wear uniforms at all times. These uniforms must clearly identify the name of the security CONTRACTOR and the name of the individual security guard, in conformance with the California State Requirements. This identification may be accomplished through the use of shoulder patches, silk screening or stitched company emblems, insignias or logos. Security officer shall come equipped with proper clothing and footwear suited for outdoor conditions. All uniform (collar shirts and pants) shall be cleaned and pressed regularly. All collar shirts shall be tucked in neatly while on shift with dark color slacks and shoes. All uniforms shall be approved by the CITY’s Project Manager prior to wearing them onsite. Security officers assigned to perform work under this AGREEMENT shall: •Be able to communicate effectively in both written and oral English. •Possess a valid California Driver’s License or Identification. •Be a legal resident of the United States of America. •Have successfully completed the educational requirements and successfully passed the examinations required by the State of California, Department of Consumer Affairs. •Be capable of performing the assigned tasks. •Passed background check and have no criminal record. •Must ensure that at least one person every day has a working knowledge of the MSC. •Possess a current security guard card. Code of Conduct •Staff shall always stand and greet every vehicle (even CITY marked vehicles) as it arrives to make their presence known to arriving visitors. •Communications should be firm but polite with all visitors and staff •Violators of the security Standard Operating Procedure shall be identified to the Project Manager immediately •No security staff is allowed on the premises outside of the assigned hours of this AGREEMENT unless authorized by the CITY’s Project Manager. •The City Guard shack will be properly maintained at all times. •Computer and phone issued by the CITY shall be keep in good condition. •Security staff shall only park in assigned parking spaces. •Security staff are not allowed to have visitors while on duty. DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 15 Rev. March 29, 2018 Equipment: CONTRACTOR shall furnish all equipment necessary to perform the work as described herein. All equipment shall be kept in good condition. Required equipment shall include but not be limited to: •Flashlights and two-way radios/smart phones. •Appropriate winter and summer wear for staff meeting guidelines in the “Personnel” section above. Wages: CONTRACTOR must follow the federal, state, and local minimum wage law each year of the contract. DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 16 Rev. March 29, 2018 EXHIBIT “A-1” GENERAL SERVICES TASK ORDER Contractor shall perform the services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. The Contractor shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. CONTRACT ISSUE DATE OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE) 1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): 1B. TASK ORDER NO.: 2. CONTRACTOR NAME: 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________ 5. BUDGET CODE_______________ COST CENTER________________ COST ELEMENT______________ WBS/CIP__________ PHASE__________ 6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________ 7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A) MUST INCLUDE: ▪SERVICES TO BE PROVIDED ▪SCHEDULE OF PERFORMANCE ▪COMPENSATION AMOUNT AND RATE SCHEDULE (AS APPLICABLE) ▪DELIVERABLES ▪REIMBURSABLE EXPENSES, if any (with “not to exceed” amount) 8. ATTACHMENTS: A: Task Order Scope of Services B (if any): ________________________ I hereby authorize the performance of the work described in this Task Order. APPROVED: CITY OF PALO ALTO BY:_______________________________ Name _____________________________ Title_______________________________ Date ______________________________ I hereby acknowledge receipt and acceptance of this Task Order and warrant that I have authority to sign on behalf of Contractor. APPROVED: COMPANY NAME: ______________________ BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________ DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 17 Rev. March 29, 2018 EXHIBIT B SCHEDULE OF PERFORMANCE Required Duties: CITY requires two unarmed security officers for the Municipal Service Center with operation hours from 6 am to 5 pm, Monday through Friday, excluding holidays. The morning shift shall be from 6:00 am to 2:30 pm and the later (mid-morning) shift shall be from 8:30 am to 5:00 pm. A security sweep and inspection of the entire MSC facility shall occur between 6:00 am – 6:30 am and 4:30 pm to 5:00 pm, including perimeter fence lines, building exterior doors, storage containers, employee parking lots, and all vehicle and pedestrian gates. A security officer shall be on post at the main entrance gate from 6:30 am to 4:30 pm at all time. The different time shifts will allow for coverage at the guard shack during lunch and regularly scheduled breaks, as well as restroom breaks. CITY will not pay for a lunch break for the security guards. If for any reason the security officers cannot meet the required schedule, CONTRACTOR shall notify the CITY’s designated Project Manager at least 24 hours in advance. Holidays There are 11 City holidays. DATE January 1 - New Years Day 3rd Monday in January - Martin Luther King Jr. 3rd Monday in February - Lincoln’s Birthday Last Monday in May – Memorial Day 4th of July 1st Monday of September - Labor Day 2nd Monday of October – Columbus Day November 11 - Veteran’s Day Thanksgiving Day (2) December 25 - Christmas Day DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 18 Rev. March 29, 2018 EXHIBIT C COMPENSATION AND SCHEDULE OF FEES CITY shall pay CONTRACTOR according to the following rate schedule. A. Maximum Compensation The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts set forth in Sections 5 and 6 of the Agreement. Any services provided for hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. As stated in Section 5 of the Agreement, CITY shall pay CONTRACTOR a maximum compensation amount not to exceed $472,282 which includes $449,792 for Basic Services and $22,490 for Additional Services over the term of the Agreement beginning October 8, 2019 and ending October 7, 2024. The maximum compensation amounts on an annual basis are as follows: Year 1: Basic Services $89,958.40 Additional Services $4,497.92 Year 2: Basic Services $89,958.40 Additional Services $4,497.92 Year 3: Basic Services $89,958.40 Additional Services $4,497.92 Year 4: Basic Services $89,958.40 Additional Services $4,497.92 Year 5: Basic Service $89,958.40 Additional Services $4,497.92 B. Monthly Invoicing Invoices to be submitted monthly via email to the CITY’s Project Manager and include vendor name, vendor address, vendor phone number, invoice number, invoice date, City Purchase Order number, dates of service for the month, number of hours being billed, unit price per guard, and total price. DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 19 Rev. March 29, 2018 C. Additional Services Additional Work not defined in the Scope of Services (Basic Services), will be agreed upon by the CONTRACTOR and City at the hourly rates shown below in Hourly Rate Sheet. Year 1 Job Class/Title Rate Type Base Labor Rate Direct & Indirect Overhead Rate Mark Up Total Hourly Rate Security Officer Straight $ 18.00 $ 3.42 $ .98 $ 22.40 Security Officer Overtime $ 27.00 $ 4.60 $ 2.00 $ 33.60 Year 2 Job Class/Title Rate Type Base Labor Rate Direct & Indirect Overhead Rate Mark Up Total Hourly Rate Security Officer Straight $ 18.00 $ 3.42 $ .98 $ 22.40 Security Officer Overtime $ 27.00 $ 4.60 $ 2.00 $ 33.60 Year 3 Job Class/Title Rate Type Base Labor Rate Direct & Indirect Overhead Rate Mark Up Total Hourly Rate Security Officer Straight $ 18.50 $ 3.42 $ .48 $ 22.40 Security Officer Overtime $ 27.75 $ 4.80 $ 1.05 $ 33.60 Year 4 Job Class/Title Rate Type Base Labor Rate Direct & Indirect Overhead Rate Mark Up Total Hourly Rate Security Officer Straight $ 18.50 $ 3.42 $ .48 $ 22.40 Security Officer Overtime $ 27.75 $ 4.80 $ 1.05 $ 33.60 Year 5 Job Class/Title Rate Type Base Labor Rate Direct & Indirect Overhead Rate Mark Up Total Hourly Rate Security Officer Straight $ 18.50 $ 3.42 $ .48 $ 22.40 Security Officer Overtime $ 27.75 $ 4.80 $ 1.05 $ 33.60 DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 20 Rev. March 29, 2018 EXHIBIT D INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 NO PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 21 Rev. March 29, 2018 OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto General Services Agreement 22 Rev. March 29, 2018 EXHIBIT E BONDS [ATTACH BOND FORMS IF BONDS ARE REQUIRED] DocuSign Envelope ID: 609949A5-E44B-4E64-8266-9CE258910668 City of Palo Alto (ID # 10598) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/7/2019 City of Palo Alto Page 1 Summary Title: Contract for Purchase of a Peterbilt 337 Cable Puller Title: Approval of a Purchase Order With National Auto Fleet Group in an Amount Not-to-Exceed $379,429 for the Purchase of a 2020 Peterbilt 337 Cable Puller With Crane, Utilizing a Cooperative Purchase Agreement From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute a purchase order with National Auto Fleet Group in the amount of $379,429 for the purchase of a 2020 Peterbilt 337 chassis with crane body/puller, utilizing a cooperative purchase agreement via Sourcewell, a cooperative purchasing agency serving government and not-for-profit organizations. Background The Vehicle and Equipment Use, Maintenance, and Replacement Policy section 4-1 provides for the on-going replacement of City fleet vehicles and equipment. Replacements are scheduled using guidelines based on age, mileage accumulation, and obsolescence. Policy 4-1 prescribes a replacement interval of ten years or 100,000 miles for trucks with service bodies. Vehicle 7697, a 1998 Freightliner FL80 with a flatbed corner mounted crane is over 21 years old, with over 61,000 miles. Lifetime maintenance and operation costs for this vehicle have exceeded $200,000. Discussion Fleet staff recommends replacing vehicle 7697 as it exceeds replacement criteria and has experienced increased downtime due to reoccuring issues with components such as the instrument cluster, instrument gauges, and speedometer. Fleet staff have repaired multiple issues with interior cab components, exterior cabinets and tool drawers, and hydraulic tank leaks. The original diesel exhaust filtration system is no longer supported by the manufacturer, which presents a problem when trying to locate parts. Although this truck has a little over 61,000 miles, the wear to the engine is that of a vehicle with much higher miles. This is due to the engine running continuously under load for several hours to support the hydraulic system City of Palo Alto Page 2 when crews are installing new underground cable. It is also anticipated that the current engine repairs needed could exceed $50,000. Vehicle 7697 will be replaced with a 2020 Peterbilt 337 Cable Puller with a crane. The new vehicle’s configuration will allow crews to tow a wire trailer while carrying a transformer or other piece of electrical equipment to the field. Having this capability reduces the total number of trips made to the worksite. The new vehicle will have the ability to lift 14,000 pounds with the crane, whereas vehicle 7697 has a lift capacity of 12,000 pounds. The crane pedestal height will also be raised roughly 8-9 inches allowing additional clearance to the vehicle’s cargo flatbed. Another unique feature of this vehicle is its compact size allowing it to access the tight confines of most construction sites without reducing functionality. This replacement vehicle will better serve Utilities operations by allowing crews to efficiently replace and install electrical equipment and cable with minimum downtime. Procurement Process The City’s municipal code, PAMC section 2.30.360 (j), allows the use of cooperative purchasing agreements in lieu of conducting a competitive solicitation. National Auto Fleet Group has been awarded a contract through Sourcewell (formerly known as the National Joint Powers Alliance), a cooperative purchasing agency serving governmental, higher education, K-12 education, not- for-profit, tribal government, and other public agencies. Sourcewell conducted a Request for Proposals under which the National Auto Fleet Group was an awarded vendor. To participate under the cooperative agreement, a Request for Quotation was sent to Sourcewell, and staff received a quote from National Auto Fleet Group on June 28, 2019 (Attachment A). Resource Impact Funding was approved for the purchase of the 2020 Peterbilt 337 cable puller with crane in the Scheduled Vehicle and Equipment Replacement Capital Improvement Program project (VR- 20000). Policy Implications Authorization of this purchase does not represent any change to existing policies. Environmental Review This purchase is exempt from the provisions of the California Environmental Quality Act (CEQA) under Sections 10560 and 10561. Attachments: Attachment A - Quote Attachment B - 4520000133 For Council approval (Peterbilt 337 (Nat'l Auto) National Auto Fleet Group A Division of Chevrolet of Watsonville 490 Auto Center Drive,Watsonville,CA 95076 (855)289-6572·(855)BUY-NJPA •(831)480-8497 Fax FI eet@NationaIAutoFleetGroup.com 06/28/2019 Quote ID 8508 Mr.Raul Juarez City of Palo Alto 3201 E.Bayshore Road Palo Alto,CA 94303 Dear Mr.Juarez, National Auto Fleet Group is pleased to quote the following vehicle(s)for your consideration. One (1)New/Unused (2020 Peterbilt 337 Paccar PX-9 300HP,Allison Transmission 3500 RDS-P with Puller,Crane,Body and Equipment)Provided by Mr.Ryan Sabean with Peterbilt each for: Sub Total Tax (9.00%) One Unit (1) $348,100.00 $31,329.00 Total $379,429.00 This vehicle(s)is available under the Sourcewell (Formerly Known as NJPA)Contract 081716-NAF.Please reference this Bid Number on all Purchase Orders. Thank you in advance for your consideration.Should you have any questions,please do not hesitate to call. rJesseCooper National Fleet Manager .Icooper((I~N ati onal aLitotl eetgroLip.com Office (855)289-6572 Fax (831)480-8497 @TOYOTA AMERICAN TRUCK &TRAILER BODY CO.,INC. 100 W.Valpico Road,Building "0",Tracy,CA 95376 (209)836-8985 (800)499-8985 Fax (209)836-H397 Confidential hnportant Notice This specification ISthe propertyof American Truck &Trailer Body Company,Inc. And shall no!be copeo Of reproduced Inany manner forany purpose whatsoever except by written p¬ IDlissionof Amencan Truck &Trailer Body Company,Inc. City of Palo Alto Att:Raul Juarez 3201 E.Bayshore Road Palo Alto,CA 94303 June 10,2019 Dear Mr.Juarez, Thank you for the opportunity to provide a quote and specifications for a Cable Puller -Crane Truck. Reference:City of Palo Alto Truck #7697.The puller,crane,body,and equipment will be installed on a 20191 new Peterbilt 337 Chassis.Complete and detailed chassis specifications will be provided National Auto Fleet Group as per NJPAI Sourcewell Guidelines.The truck chassis,body,and equipment specifications are as follows: Truck Chassis,Puller,Crane,Body,and Equipment Specifications Chassis:(Complete chassis specifications will be provided by dealer) Year: Model: Cab: Wheelbase: CA: GVWR: Engine: Transmission: Suspension: Accessories: Wheels: Paint: 20191 new Perterbilt 337 10"Extended Cab 2 doors 204" 124" 33,000 Ibs.-fulliength inner frame reinforcement Diesel Automatic wi provrslons for pto Air Trac AlC,PW,and PL.Air ride driver's and passenger's seats Steel Painted white Body:Detailed CAD drawings will be provided for approval at the Pre-Construction Meeting prior to cutting steel. Body Dimensions: 58 Inches -Compartment height 20 Inches -Compartment depth below transverse 15.8 Inches -Top of body to the top of the floor Body Materials: June 12,2019 14 gauge galvanneal.-Main body material 12 gauge hot rolled treadplate.-compartment tops 18 gauge galvanneal -Inner door panels 18 gauge galvanneal -Outer door panels 5/16"Stainless Steel continuous rod -Door Hinge Rod. Stainless Steel -Door Hinge Sockets.(standard) 14 gauge galvanneal -Front bulkhead 18 gauge galvanized -Shelving installed on Uni-Strut for infinite adjustment. Accessories: Stainless Steel Two point automotive paddle latch with rotary door latches. Spring Loaded type door holders on vertically hinged doors Standard rope light (3/8"L.E.D.1"on center)compartment lights in all body compartments. Lights will be installed with door switches. Automotive bulb type weatherstripping mechanically fastened to door frame with rounded corners. Top Storage Basket: 94"long x 9"High x 38"wide 14 gauge punched metal basket installed around top perimeter of transverse compartment with 1"tube framing. Streets ide Compartmentation 1st Vertical: 38"Wide x 58"High x 20"Deep below transverse Barn type compartment doors Stainless Steel Two point automotive paddle latch with rotary door latches. Open transverse compartment with bottom pan reinforced for a Braden BP200 Winch There shall be an access door from the bed area to the center of the transverse Curbside Compartmentation 1st Vertical: 38"Wide x 58"High x 20"Deep below transverse Barn type compartment doors Stainless Steel Two point automotive paddle latch with rotary door latches. Open transverse compartment with bottom pan reinforced for a Braden BP200 Winch. There shall be an access door from the bed area to the center of the transverse Streetside Underbody Box: 40"long X 24"high X 20"wide 14 gauge galvanneal box with 12 gauge •Page2 June 12,2019 hot rolled tread plate top with -One (1)adjustable/removable shelf each with divider slots on 2"centers installed on Uni-strut shelf will have Six (6)adjustable dividers. Barn type compartment doors Spring Loaded type door holders on vertically hinged doors Stainless Steel Two point automotive paddle latch with rotary door latches. Standard rope light (3/8"L.E.D.1"on center)compartment lights in all body compartments. Lights will be installed with door switches. Automotive bulb type weatherstripping mechanically fastened to door frame with rounded corners. Curbside Underbody Box: 40"long X 24"high X 20"wide 14 gauge galvanneal box with 12 gauge hot rolled treadplate top with -One (1)adjustable/removable shelf each with divider slots on 2"centers installed on Uni-strut shelf will have Six (6)adjustable dividers. -Barn type compartment doors Spring Loaded type door holders on vertically hinged doors Stainless Steel Two point automotive paddle latch with rotary door latches. Standard rope light (3/8"L.E.D.1"on center)compartment lights in all body compartments. Lights will be installed with door switches. Automotive bulb type weatherstripping mechanically fastened to door frame with rounded corners. Flatbed:Eleven feet (11'),flatbed with treadplate steel deck as per the following specifications will be provided:. Frame -Steel frame,rub rails 1/8"steel 7 ;h"deep,no sharp edges or corners.6-inch high structural I-beam longitudinal.1O-inch structural steel channel cross members,12-inch centers. Hardwood sills between the truck frame and body frame. Rear under ride protection to incorporate deck step and bumper. Deck-3/16"steel tread plate. Attachment -Decking shall be attached to the cross members with "Torx"screws. Body shall be mounted to the truck frame with properly sized shear plates not more than 48"apart forward of the axle.1 at the rear of the rear spring hanger. Deck Access -Two (2)ladders will be installed with grip strut steps and a tread depth of 4 inches (min.)Steps shall be spaced evenly and not to exceed 18 inches step to step.Grab handles will be installed as required. The locations for the steps and grab handles to be determined during the Pre-Construction Meeting. Deck Tie Downs -Furnish two (2)5000 tb capacity tie down rings,located apx t'inboard from the edge of the flatbed.One (1)on the left side and one (1)on the right side centered front to rear.To be reviewed and approved during the Pre-Construction Meeting. Chock holders -Wheel chock holders with chain restraints will be provided and installed.The location to be determined at the Pre-Construction Meeting . •Page 3 June 12,2019 Rope (J)Hooks -Furnish Y2inch diameter rope "J"hooks 1 per cross member located under deck each side. License Holder -License holder and license plate light shall be mounted on rear of bed. Ratcheting Straps -Three (3)fixed ratcheting straps will be installed on the curbside of the flatbed. Rope storage -brackets to accommodate storage for two spools of rope wilt be installed at the rear driver's side on top of the flatbed.The design and construction details to be discussed during the Pre-Construction Meeting. Trailer Hitch:A Premier #270 slack reducing coupling w/air chamber,two d-rings,and 7 blade trailer connector. Headboard:A headboard I cab protector with a window cutout will be installed behind the cab. Cable Puller: A Braden Model BP200 cable puller will be provided and installed between the chassis frame rails at the front of the body.The puller will have 2400 feet of 7/16"(6 x 37)fiber core steel cable installed.The cable has a rated capacity of 4000 Ibs.working load and 18,000 Ibs.break strength.There will be a thimble and swivel installed on the end of the cable.The puller will have an extended shaft that protrudes inside the curbside front compartment.The extended shaft will accommodate mounting a bayonet style capstan. The puller high and low speed control,free spool,and pay in/out controls will be located will be on the controller.The controller will be a pistol grip style with 25 ft.of tethered lead.A spare controller will be included.The cable will level wind under the drum,protrude under the flatbed,and exit through a universal 360 degree sheave at the rear of the truck .The line pull tension will be controlled by an adjustable relief valve.The puller line pull and speed specifications are as follows: BP200 Cable Puller Layer 1 Layer 2 Layer 3 Layer 4 Line 20,000 Ibs 18,4501bs 17,100Ibs 16,0001bs Pull"(9,100 kg)(8,370 kg)(7,760 kg)(7,260 kg) Ibs (kg) Line 44 fpm 48 fpm 52fpm 55fpm Speed*(13 mpm)(15 mpm)(16 mpm)(17mpm) fpm (mpm) High Speed (BP200B-232121106-9/16-46) Layer 1 Layer 2 Layer 3 Layer 4 Line 9,900lbs 9,1001bs 8,450 Ibs 7,850 Ibs Pull"(4,500 kg)(4,130 (3,830 kg)(3,560 kg) Ibs (kg).kg) •Page4 June 12,2019 Line Speed* fpm (mpm) 88fpm 96fpm 104fpm 111fpm (27mpm)(29mpm)(32mpm)(34mpm) Capstan: A Sauber Model 8102·LN Almag Capstan I equivalent with a standard bayonet mount will be provided and installed in the curbside front compartment A bi -directional foot pedal control with 8 feet of cable and a control module will be provided to control the capstan.An additional foot pedal control will be provided. Hydraulic System: The hydraulic system will be capable of operating the puller,crane,outriggers,and hydraulic tool system.The system will consist of a reservoir,pto,hyd.pump,cooler,required filters,valves,hoses,plumbing,and gauges. The hydraulic tank and cooler will be installed behind the cab and in front of the body. HydraulicTool Circuit: A Hannay hose reel with 25 feet of !;2"id.twin hydraulic hose and a ball stop will be provided and installed at the curbside rear of the truck under the flatbed.The circuit will accommodate a minimum flow requirement of 10 gpm @ 2000 psi. Sump Pump: A Stanley SM50 I equivalent submersible pump be provided and installed in the curbside front compartment. Crane: An Auto Crane HC-14 Crane will be provided and installed on a pedestal at the curbside rear of the truck. The pedestal will have a door located on the curbside for access. The crane is proportionally controlled.There's and automatic stop at 100%load capacity. Adjustable speed settings;from 25%to 100%.Enables fine tuning of speeds for total control over the load.The NexStar FM remote system receiver displays load-monitoring and diagnostic readouts in plain English.No codes to look-up or memorize;operator views precise percentage load capacity. The crane will have two (2)spotlights installed at the tip.An extra I spare controller will be provided.Each controller will have 25 feet of cable. Hydraulically controlled outriggers will be installed at the front and rear of the truck.The outriggers on the curbside front and rear will extend in/out/upl down hydraulically.The outward extension will be-42". The driver's side front and rear outriggers will extend up/down hydraulically. Four (4)outrigger pads 19.25 x 19.25 x 1.54 sided cavity type will be provided with mounting brackets. The controls for the outriggers will be located on the curbside at the rear of the truck,and on driver's side at the rear of the truck . •Page5 June 12,2019 A third party crane certification to ensure compliance to California OSHA requirements will be provided. Nextstar IIIwireless and tether type controller will be provided. Auto Crane HC-14 Capacity 14,000 Ibs (5,443 kg)at 6 ft (1.83 m) Rating 70,000 ft-Ib (9.68 t-m) Length 30 ft (9.14 m)fully extended Stowed Boom 15'9"(4.80 m) Length Width 2'3"(.68 m) Height 3'3"(.99 m) Base Plate 20.5"x 24.5"(0.52 m x 0.62 m) Dimensions Single Line Speed 60 ftlmin (18.3 in/min) Boom Down 22-26 seconds (full stroke of cylinder) Boom Retract 47-56 seconds (full stroke of cylinder) Hydraulic Requirements 15 gpm (57 Umin)at 2.800 psi (193 bar) Cable 120 ft (36.6 m)of 7116"(12.7 mm)aircraft quality cable •Page6 June 12,2019 HC-14 31 30 29 28 27 26 W 25 ' Z 24 ~23o22u..21020w19en ~18 17:E 160a:15u..14tii13w12 "u.. ~11 - 10W9o ~8' I-7'en 6Ei5 4 3 2 1 0 NOTE:ALL CAPACITIESSHOWN IN LBS. WEIGHTOF LOAD HANDLING ~.4670 DEVICESARE PART OF THE ~'"V LOAD AND MUST BE /1 ~DEDUCTEDFROM ~,THE CAPACITY. "{600 '2997r5~, '~/"~ •~,\0, -·'f..7180 14000 / ~,z·"~~3014000,'. 75"'11200 ."/,,,,,, 60".;:7;30 49/0781 ,........................................,'52 \»->" AmNTION!.'6303 :at'1\2577OVEFt7000LBS30"\,'US'E00UB,LE LINE ~.3368. !__~~__~:__1~~~~~.i~,844_2__7~~~~\4~ Q~~C_'~jJL/!I I I l~~"._,5456 4278 3256 2498 2015 8990 o 1 2 3 4 5 6 7 89101112131415161718192021222324252627282930 DISTANCE IN FEET PIN 47010302t)A Backup Alarm: A backup alarm will be installed. Backup Camera System: •Page 7 June 12,2019 A Pro-Vision mobile camera system will be installed.Includes a heavy duty monitor,wide angle camera, wiring harnesses,and mounting brackets. Warning Lights: A Whelen LibertyII Series59"long lightbarwith amber lens,trafficadvisorsfront and rear,and allylightswill beprovidedandinstalledontopoftheheadboardcabprotector.The controlpanelwill be installedinsidethe cab. Eight (8)surface mountedLED strobelightswill be installedon the vehicle as follows:2 of the front,2 at the rear,2 on the leftand rightside.Lightsmust be recessed!flushmounted-protected. Two (2)Whelen 12 vdc LED model MPPWCS low profilepedestall swivel work!scene lights with on/off switcheswill be providedand installedon the leftandrightsideof the headboard. Electric Trailer Brake Controller: An electronicheavydutytrailerbrakecontrollerwill be installedinsidethe cab. Mudflaps: Two (2)mudflaps with hooks will be installed at the rear. Cone Holders and Steps: Two (2)cone holders will be provided and installed.The design details and location to be discussed at the Pre-Construction Meeting. Two (2)steps will be provided and installed.The design details and location to be discussed at the Pre- Construction Meeting. References: The final stage manufacture will provide a minimum of five (5)references (name,organization and phone number),who have taken delivery of trucks of this type with the options listed in this specification within the last year.This excludes prototypes or experimental units. Service Facilities: The final stage manufacture must be located within 100 miles of Palo Alto,CA.and must be a factory authorized sales and service center for all components listed in this specification. Engineering: The final stage manufacture must have either a professional engineer registered by the CA State Board for Professional Engineers on staff,or must have a third party registered professional engineer that has •PageS June 12,2019 revi~wed and approved the proposed structural,layout and installation of all components/equipment. Engmeers contact Information must be provided upon request. Paint and Finish: The body and compartments shall be painted white to match the cab.The rear bumper area,flatbed,rear face of the front transverse compartment,top storage basket,and access steps shall be sprayed with black Line-X. All surfaces to be acid etched,cleaned of rust,grease,oil,dirt,millscale,etc.,prior to the prime coat of paint All exterior and interior surfaces coated with minimum two coats of metal primer Body exterior painted with minimum two coats paint to match cab All installed switches and/or equipment control(s),must be properly labeled as to function and condition (i.e.,on,off,etc.).All required identification labels or placards,interior or exterior,to be permanent non- fading (i.e.,engraved or die-stamped)and affixed using rivets.Adhesive labels,metal or plastic,are not acceptable Any and all body attachments shall be installed using a rubber gasket material and attachment caulked to prevent water leakage. Vehicle Lighting: Completed vehicle shall comply with FMVSS1 08 &CVC regulations.L.E.D.Stop/tail/tum lights and back-up lights shall be flush mounted,'Trucklite"or equal. Side marker lights may be Trucklite No.1 integral reflectorllight. All wiring both internal and external to be loomed and fully protected.All lights will be LED. Welding &Workmanship: Shall be state of the art workmanship.Welding shall comply with applicable AWS Standards 01.1.Body and equipment are to be thoroughly cleaned of scale,splatter,oil,dirt,etc.,and treated with an acceptable metal preparation process before any primer and finish coats of paint are applied.If any welding is done after primer has been applied,the work shall be made clean and smooth and the area re-primed. Final Stage Manufacturer: Shall certify complete functionality of the completed unit per Federal DOT Regulations for Final Stage Manufacturing.Decal shall be located on the driver's door. Price excluding chassis:$248,238.00 Price does not include tax or license fees Payment:2%-10 discount,Net 30-1.5 %Interest on outstanding past 30 F.O.B.Palo Alto,CA •Page 9 -~r_.•.--.~...._-_••__t -....."'''......1.''....."".",(H't ....'IVYll .1"AVI\\JII;IIOUvl =- Note:The image displayed is representative only.It should not be construed as a layout diagram.Dimensions and components are not to sc Note:The image displayed is representativeonly.It should not be construed as a layout diagram.Dimensionsand components are not to sc Note:The imagedisplayed is representative only.It should not be construed as a layout diagram.Dimensions and components are not to sc, Selected Options LJ'fIV·"U'-"'V'VIJI::I.,jvl vUl>IUflle,.''iJr-",{Mmencan IrUCK 6 Irailer t---+---t----t-.t---341"(OverauLenlllh)-t---t!--'-.--------41----+-1 146"(Envelope); Note·The image displayed is representative only.It should not be construed as a layout diagram,Dimensions and components are not to scale Selected Options SalesOption Description Width 5554040 261ri Aluminum 50 Gallon Fuel Tank LH 26 5655019 DEF Tank Small 23 6010800 Install Batteries On Temp Plywood Sup..18 6040550 Aftertreatment RH UtC AlumiNUM Non-...18 Side Left Left Center Right Available Space:Left:106.8 in. 3/15/20198:14:31 AM Center:63.9 in,Right:109.4in. Valley Peterbilt,Inc (V305) 5837 N.Golden State Blvd Turlock,california 95382 NJPA I American Truck &Trailer 100 W.Valipco Rd Tracy,California 95376 United States of America Phone;(209)996-9960 Fax:(209)669-9674 Email:rsabean@itctrucks.com Phone: Fax: Contact Email:jeff@atttbcinc.com Vehicle Summary Unit Chassis Model:Model 337 Fr Axle Load (los):12000Type:Full Truck Rr Axle Load (Ibs):21000Description1:G.C.w'(Ibs):79000Description2: Application Road Conditions: Intended Serv.:Utility/Lube Serwce Class A (Highway)100Commodity:Petroleum Products Class B (Hwy/Mtn)0 Class C (Off-Hwy)0 Body Class D (Off-Road)0Type:Platform w/De'v1ces Maximum Grade:6Length(1\):24 Wheelbase (in):207 Height (ft):13.5 O~rhang (in):100 Max Laden Weight 1000 Fr Axle to BOC (in):69.8 (Ibs): Cab to Axle (in):137.2 Trailer Cab to EOF (in):237.2No.of Trailer Axles:0 ~rall Comb.Length (in):3452 Type: Length (ft):0 Special Req. Height (ft):0 Kingpin Inset (in):0 Corner Radius (in):0 Restrictions Length (ft):40 Width (in):102 Height (1\):13.5 Approved by:Date: Note:All sales are F.O.B.designated plant of manufacture. --~,,-.,,------Price Level January '1 2Jl~;, Deal Printed On:3/15i2019 8:15:::.4 t-'\IVI Date'I\!larch 15,~~G<l~~" \,~Iuotei\J.ut1'lOer"C)J(J-444423~-Y2J~!.F( S.hIs CotMI SfGlOpt Dellcription $List Weight Base Model 0003371 S Model 337 94,048 10,070ThePeterbiltModel337isbuilttotakeonthebigjobs. That's why it's available as a Class 7 truck or tractor with a GVW up to 33,000 Ibs.With a full range of suspensions and in an all-wheel-drive configuration,the 337 delivers an ideal match for applications such as wrecker,tanker, beverage delivery,municipal utilities -Just about any job ~ou can throw at it.0091130 0 Petroleum Products 0 0 0093140 0 Utility/Lube Service 0 0Truckusedtoservceconstructionandminingequipment. Includes bodies such as,mechanics serves bodies,tire hoists,fuel/lube,boom,etc.0095010 0 Platform w/Devices 0 0 0098170 S United States Registry 0 0CanadianRegistryPackageRequiresAirConditioning Excise Tax Canada,Speedometer to be KPH ipo MPH, Daytime Running Lights and Rubber Battery Pad inBottomofBatte!y Box.Configuration 0200700 S Not Applica ble 0 0SecondaryManufacturerFrame&Equipment 0515010 0 10-5IS"Steel Rails 326-384"249 30210.625 x 3,45 x .313 Dimension,1,776,000 RBM:Yield Strength:120,000 psi.Section Modulus:14.8 cubic inches.Wei~ht 1.44 Ibsfinch eair06122300CustomWheelbaseorOverhang 365 0Engineeringapprovalmayberequired. 0613090 0 Thrae-Ptecs Crossmembers 695 3 0644090 S EOF Square without Crossmember 0 0Forusewithbodybuilderinstalledcrossmemoer.0651090 S Omit Rear Mudflaps and Hangers 0 0FrontAxle&Equipment 1011875 o Dana Spicer E12021L 12,000 Ib,3.5 in.Drop Axle is designed for applications with a gross axle weight rating (GAWR)of 12,000 Ib The axles haloEexclusive one-piece forged design knuckle including steer arm,tie rod arm and spindle.This feature helps in greater durability and reduced maintenance. 40 o 1111190 o Taper LeafSprin9S,Shocks 12,000 Ib 38 o Price Level jan uary 1.2019 Printed On: Date:March 15.Deal: S"'..Code SttJlOpt Description 1243040 S Power Steering Sheppard HD94 For use with 10.000 to 13.200 lb.axle ratings, 1250180 0 Power Steering Reservoir Frame Mounted 1353540 0 PHP10 Aluminum PreSet PLUS Hubs 1380240 0 Dana Spicer Wide Track IPO Standard 71in KPIIPO 69in for E1202.E1322,E1462,D2000F front axles.For improved turning radius.1380260 S Bendix Air Cam Front Drum Brakes 16.5x5 For use with 10,000 Ibs to 14,600 Ibs steer axles. Includes automatic slack adjusters &outboard mounted brake drums. 1390540 0 Dust Shields,Cam Brakes,Front Axle 1391410 0 Gusseted Cam Brackets,Steer Axle $List Weight 0 0 0 0 282 ·23 33 15 0 0 26 4 24 o 1391500 0 TruTurn Lite Brake Drums IPO Standard 42 -15RearAxle&Equipment 1513320 0 1616290 0 1631310 S 1660000 0 1680280 0 1680420 0 1680490 0 1680500 S Dana Spicer P22060S 21,000 Ib 380 117 404 0 0 0 30 15 225 2 76 -79 24 2 0 0 PHP10 Aluminum PreSet PLUS Hubs Standard Stroke Parking Brakes Drive Axle(s).Not for use on U.S.or Canada Tractors, other than Car Carriers. Dust Shields For Cam Brakes,Drive Axle(s) Bendix Smart ATC Traction Control X30 Brake Drums IPO Standard,Drive Axle(s) Gusseted Cam Brackets,Drive Axle(s) SBM Valve Full trucks require a spring brake modulation (SSM) system for emergency braking application.This system requires an SSM valve and a relay valve with spring brakes on the rear axles.The SSM valve allows the foot valve to operate the rear axle spring brakes if a failure exists in the rear air system. 1680950 S Stability System Not Selected Or Not Available 0 0 0 0 0 0 Date .,'"f"',- 1681337 S Single Drive Axle (Model 337) 1682430 S Anti-Lock Braking System (ABS)4S4M -Price Level January 1. Deal:FJrinted 3!15i20H)8'15.34 j~,M Sill..Code StdlOpt Description ABS-6.Includes air braking system. SList Weight 0 0 0 0 1,329 175 52 0 34 2 1687010 S Bendix Air Cam Rear Drum Brakes 16.5x7 Includes Automatic Slack Adjusters &Outboard Mounted Brake Drums. 1705290 o 1811210 o Ratio 5.29 Rear Axle PeterbiltAir Trac 23,000 Ib Light Weight 1920385 0 Air Springs,Internal Bumpers Air Trac I Air Leaf suspensions Engine &Equipment 1922260 0 Dash Mtd Dump Switch With Indicator Light For suspension 2074306 o PACCAR PX-9300@2000 GOV@2200 860@1300 Productivity (2017 Emissions)Includes alum flywheel housing,cruise control,and J1939 provslons (proudes an interface point for the Electronic servce Analysis-ESA and other PACCAR approseo diagnostic tools).Chevon Delo LE SAE 10W30 engine oil is specially formulated for new low emissions engines.Magnetic engine oil drain plug captures and holds any metal fragments in engine oil to extend serves life N21320 N205 120 Standard Maximum Speed Limit N21470 P062 NO Cruise Control Auto Resume ( N21480 P068 NO ..Auto Engine Brake in Cruise N21450 P026 NO Gear Down Protection (P026) N21440 P015 NO Engine Protection Shutdown ( N21350 P001 64 Maximum Accelerator Pedal Ve N21370 P059 64 Maximum Cruise Speed (P059) N21590 P230 YES ..Enable Hot Ambient Automatic N2153D P233 YES ..Enable Impending Shutdown Wa N21540 P234 O...Timer For Impending Shutdown N21460 P046 1400..Max PTO Speed (P046) N21520 P030 5 Timer Setting (P030) N21570 P031 NO ldle Shutdown Manual Overrul N21610 P172 40 Low Ambient Temperature Thre N21630 P171 80.,.High Ambient Temperature Thr N21510 P520 YES...Enable Idle Shutdown Park Br N21430 N201 O.....Reserve Speed Limit Offset ( N21410 N202 0...Maxlmum Cycle Distance (N202 N21400 N203 2S2 Resene Speed Function Reset N21420 N206 10 Maximum Actne Distance (N20 N21340 P112 120 Hard Maximum Speed Limit (P1 N21550 P516 O Engine Load Threshold (P516) N21620 P173 60.,.Intermediate Ambient Tempera N21330 N207 O Expiration Distance (N207) N21500 N209 0 Expiration Distance (N209) 1,693 o 2091305 o o Price level.January 1, Deal: Printed On 3/15/201 U Engine Idle Shutdown Timer Enabled o Sill..Code .Std'Opt Description Weight$List 2091315 ooEnableElSTAmbientTempOVerruleo 2091372 Eff ElST NA Expiration Miles o o o2091640EffectiveVSlSettingNAo 2140200 S oCARSEngineIdlingCompliance PACCAR PX-7,PX-9 and MX,Cummins X15 and ISX diesel engines will include the required factory installed serialized sticker on the drivers door to identify them as meeting the NOx idling standard. o 2513060 S oPACCAR160AmpAlternator,Brushed o 2522110 S PACCAR 12V Starter,N/A PACCAR MX Engines PACCAR 12-\.()lt electrical system.With centralized power distribution incorporating plug-in style relays. Circuit protection for servceaoulty,12-\.()lt light system w/circuit protection circuits number &color coded. o o 2538030 S o2PACCARPremium12VStartingBatteries2000CCA Threaded stud type terminal.Stranded copper battery cables are double aught (OO)or larger to reduce resistance. o 2539410 0 2621030 0 2723210 S 2812140 0 2921160 S 2921210 S 2921310 S 3010400 0 3114270 S Battery Jumper Terminal Mounted Under Hood LH Frame Rail.Not available with PX-7 engines. 112 4 57 0 0 0 2,308 90 0 0 0 0 0 0 4 0 0 0 On/Off Fan Clutch 18.7 CFIIIlAir Compressor N/A X1S.Fumished on engine.Teflon lined stainless steel braided compressor discharge line. C-Brake By Jacobs,PX-9 Spin..()n FuellWater Separator No Fluid Heat Option for Fuel Filter No Electric Heat Option for Fuel Filter Engine Protection Shutdown Includes oil pressure,oil temperature,coolant temperature,and intake manifold temperature. High Efficiency Cooling System Cooling module is a combination of steel and aluminum components,with aluminum connections to maximize performance and cooling capability.Silicone radiator & heater hoses enhance value,durability,&reliability. Constant tension band clamps reduce leaks.ClimaTech extended life coolant extends maintenance intervals which reduces maintenance costs.Anti-freeze effective Price Level:January .2rJ1S, Deal: Printed On:3115!201fJ8:-1 '.~:~;4!~'J.!l $./es Code StdlOpt Description $List Weight to -30 degrees F helps protect the engine.Low coolant le~1 sensor wams of low coolant condition to prevent engine damage.Radiator Size by Model:579/367 FEPTO 1325 sq in,567/365/367:1440 sq in,365 FEPTO: 1184 sq in.389/367 HH:1669 sq in,348:1000 sq in,520:1242 s9 in.3211120 oSRadialSeal,Dry Type Air Cleaner,Frontal Air Intake.Molded rubber air intake connections with lined stainless steel clamps seal to prevent contaminantsinairintake. o 3365270 29oExhaustSingleRHSideofCab DPF/SCR right-hand Under Cab (2017).392 3381770 ooCurvedTipStandpipe(s)42 3387870 0 24"Ht,5"Dia Chrome,Clear Coat Standpipe(s)496 oTransmission&Equipment 4052230 o Allison 3500 RDS-PTransmission,Gan 5 Rugged Duty Series.Includes Rear Transmission Support except on MX engines,TranSynd Automatic Transmission Fluid,and Water Oil Heat Exchange.Also includes features that monitor the transmission fluid,filter and clutch condition.Will display percent life remaining for the transmission fluid,filter and clutches on the shift selector.This information may be displayed using the Mode and Up and Down buttons.A wrench icon will also be included to indicate when the transmission fluid,filter or clutches need serucing.(Suited for vehicles operating onloff highway andlor requiring PTO operation)Forward Ratios:Ist-4.59,2nd-2.25,3rd-1.54,4th-1.00,5th-0.75, 6th-O.65 I Re~rse Ratios:DR-{S.OO) 10,603 195 4211000 o 20SPL170HD·XLDriveline,1 Midship Bearing 357 4233030 o (1)Dash Mounted Single Acting Air PTC Control Standard with PTO engaged indicator light on Class 8 units.Occupies the space of one gauge.Specing PTO switch does not ensure the PTO 'Nil!fit. 56 o 4250650 o oLHPTCAccessDipstickTubeRouting,Allison Trans o 4252890 o o4252940o Allison FuelSense 2.0 Not Desired o o Allison Neutral At Stop Neutral at Stop Features and Benefits:Reduces or eliminates the load on the engine when vehicle is stopped,Can help lower fuel consumption and C02 emissions and is included in FuelSense 2.0 Plus and Max packages only. o 4256680 o Allison 6-8peed Configuration,Wide Ratio Gears o o PriceLevel:january 1.~:9 Deal: Printed On:3f15i2019 8:1 D -"1te r\t~ar21l 15 ~"(1·1~:j Y::-~,-l SttVOpt o DefICription lUst Weight 4256920 0 Dash Mounted Push Button Shifter Available with Allison Transmissions.628 4256990 0 Rolling Direction Change Shift Inhibit Feature Allison Transmissions.A programmable feature that keeps the transmission from shifting from Dri-.e to Re-.erse or from Re-.erse to Dri-.e abol.e a preset speed.This wireless function is enabled when a switch Is closed to complete the Circuit between input wire 101 and ground.Frequently the function is interfaced with a switch indicating activation of another vehicle function,such as application of the servce brakes.When the function is enabled,the TeM will recognize the request for a direction change shift,Reverse-to-Dnve or Drive-to- Reverse.If all other operating conditions are acceptable, the TCM will command the requested shift.The enable remains in effect until the switch is opened,followed by the selection of a different direction,Re-.erse or Drive,at the shift selector.This could be used for doc spotters and refuse.If the function is not enabled,any shift which results in a change of direction is inhibited. o o Air &Trailer Equipment 4510320 s o4520420o Bendix AD..tS Air Dryer with Heater And Coalescing Filter o o Pull Cords All Air Tanks 6 4540420 s oNylonChassisHoseo 4543320 S Steel Painted Air Tanks All air tanks are steel with painted finish except when Code 4543330 Polish Aluminum Air Tanks is also selected (then exposed air tanks outside the frame rails will be polished aluminum),Peterbilt will determine the optimal size and location ot required air tanks.Narratives requesting a specific air tank size or location will not be accepted for factory installation.See ECAT to determine number or location of air tanks installed. o o 4611930 0 4BodyConnections5'SOC Junction Box contains light and power circuits for Body Connections located 5'from BOC. 135 4612780 0 oA&E Conn EOF,7-Way Socket &4ft Additional Lines (coiled and strapped to frame.without gladhands) 240 4612800 0 Trailer Hand Valve with Column-Mounted Controls 97 11 Tires &Wheels 5069610 S FF:BR 14ply 295/75R22.5 R268 Ecopia R268 tread is not a Une Haul tire and is only for Pickup and Deli-.ery or Regional use. Diameter >40.3 inches;SLR ::18.8 inches o o Price Level January 1.2019 Deal: Printed On:5/20198:15'r-.fv1 SlIIes Gode StdlOpt 5169710 0 5190004 0 5221740 0 5321740 0 5390004 0 Fuel Tanks 5554040 o De!Jicript/on $List Weight 300 20 0 0 337 -44 674 -88 0 0 RR:BR 14ply 295/75R22.5 M760 Ecopia Diameter =40.7inches;SLR :::19.0inches Code-rear Tire Qty 04 FF:Alcoa 883677 22.5X8.25 Clean Buff FinishAluminum RR:Alcoa 883677 22.SXB.25 Clean Buff FinishAluminum Code-rear Rim Qty 04 26in Aluminum 50 Gallon Fuel Tank LH U/C Includes steps for cab access.Paddle handle filler cap With threadless filler neck.Top draw fuel plumbing reduces chance of introducing air into the fuel system during low fuel le'l.¬ lconditions due to the central placement of fuel pickup tube.Wire braid fuel lines increase durability &reduce potential for leaks. 3 ·119 5602050 o oLocationLHUlC50Gallono 5652850 o oPerforatedMetalAnti-5iphon Device(s) (Requires Engineenng review WithArctic Fox or Split FuelTanks) 51 5652900 o oDEFTankMountedLHUnderCab80 5652990 S Standard DEF to Fuel Ratio 2:1 Or Greater o o 5655019 0 DEF Tank Small -135 oBatteryBox&Bumper 6010800 o Install Batteries On Temp Plywood Support SOC Includes maximum length battery cables allowable per engine manufacture requirements.Recommend three or more batteries for Class 8. 94 ·97 6040550 S oAftertre·atment RH UlC AlumiNUM Non-5lip Cab Entry Step.DPFfSCR for diesel engines,catalyst for natural gas engines.On Models 579 specifying chassis fairings, the box 'Nill be aerodynamic. o 6121200 o o Cab &Equipment S6510110 Steel Styled Aero Bumper Chrome 2 Tow pins 266 Alum Cab 10Bin BBC Metton Hood w/Brig~t Crown Includes v,ew window RH door and eonvex mirror over RH door. oo 6540160 o 19ThermalInsulationPackageinCab. Includes thick,closed-cell foam in floor,special mylar- faced foam in walls and roof structure. 2 P,:,:c-e!evel:January 1~"._- '"'"al:U(;;.._'..{",~1.11-,Printed On:3/15/20 I::.'U 1,-, '41.COde Sid/Opt Description $List Weight6540720010"Extension for Ultra Day Cab 4,664 163Addadditional10"to the loadspace dimension-refer to the horizontal dimension workscreen.6911700 8 Peterbilt Ultra Ride Driver Seat 0 0 6921700 0 Peterbilt Ultra Ride Passenger Seat -163 0 6930500 0 Drivers Armrest·RH Only 40 2 6930590 0 Passenger Armrast .LH only 40 2RequiredwithE\()lution LX seats,optional with El.()lution8T8eats.6930800 0 Black Seat Color IPO Standard Color 0 0 6939400 0 Air Ride Driver 195 0 6939420 8 High Back Driver 0 0 6939470 8 Vinyl Driver 0 0 6939500 0 Air Ride Passenger 200 43 6939540 8 Low Back Passenger 0 0 6939570 8 Vinyl Passenger 0 0 7001520 0 Adjustable Steering Column -TiltfTelescope 113 11 7001620 S Steering Wheel With Peterbilt Logo 0 0SteeringWheelwithembossedPeterbiltlogooverhom button. 7036120 S Interior Grey/Black 0 0Includesruggedcharcoalinstrumentpanels,glare- resistant gray dash,black bezels on gauges,(2)power ports,monochromatic molded door pads with durable in- mold color,gray molded back wall,18 inch 4-spoke soft- touch steering wheel,soft-touch steering column cover, power lift passenger window,extruded rubber floor covering,header-mounted dome light.foot well lighting, integrated "dead pedal",(4)inside entry grab handles,(2) inside sunvsors.(2)coat hooks,(2)cup holders and map bin in dash, 7210420 0 Dark Window Tint IPO Standard Tint -Day Cab 21 0 7210540 8 Day Cab Rear Window 0 0 0 0723006081-Piece Curved Windshield 0 08ComboFreshAirHeater/Air Conditioner Price Level January 1.2019 _"unit;j\Jtlj'I'll),:,,:rDeal: Pr;'ltpd nrl'3f1Sf2019 g 'r):34 /:;,~it...-._"..-'•"f _'" Sales Code $List Weight With radiator mounted condenser,dedicated side window defrosters.Bi-Le-.el Heater/Defroster Controls,54,500 BTU/HR,and silicone heater hoses.7330700 6oPeterbiltComfortControl-Cab 21 7410040 o Outside Sunvisor -Stainless Steel Not available with 2.1M high roof sleeper.193 4 7511010 o Stainless Steel Mirrors 7x16 with Heat Element Right Click on Option to see Picture in Product Portfolio.72 2 o (2)Convex 8 Inch SSTL Mirrors Center mounted under mirror bracket.If rear 'view mirrors are heated.the comex mirrors will be heated.Optionincludesdualdoorstops. 7560850 240 4 7564110 0 7565180 0 7610020 0 7725710 0 7725715 0 7748140 0 7748500 0 7782230 0 Power Package Includes power door locks and power windows.343 o Polished Lower Mirror Bracket Covers 16 o (1)Air Horn 15"Painted Mounted under cab.172 8 Standard Speaker Package ForCab (2)Speakers 118 4 ConcertClass Without CD,Includes BT Phone and Audio,AM/FM,WB.USB and MP3.324 10 CB TerminalsIWiring Mounted Under Header 42 o CB Antenna Mounting.LH Mirror Available with Rami only on 1.9m.available without Rami on medium duty 47 1 Radio Antenna Mounted Logger Style Antenna Mounted LH on BOC In Place of Center Roof position on Comentional Models.Models 579 and 567 Antenna Mounted LH Roof In Place Of Center Roof position. 24 2 7850210 o oPlug"'n Auto Reset Circuit Breaker in place of fuses in Junction box 40 7851480 S 157851780o Peterbilt Electric Windshield Wipers With Intermittent Feature.o o CabMateCab Air Suspension Mfg by Link.The class 8 conventionars (except Model 348)includes (2)airbags,(2)shock absorbers,(1) lewling valw,radius rod,and height limiter.The Models 330,337,and 348 includes (1)airbag and (1}shock absorber. 766 7900090 o 13TriangleReflectorKit,Ship Loose 17 7900270 o 8FireExtinguisher,Cab Mounted Hazmat approved UL listed/rated ABC 54 7901140 o Backup Alarm (87.112 DB) Variable adjusting 53 6 ---~--..'~-__'_.-,Price Level:january 1 20E Deal: Printed On:3/15/2019 S:~'.,A /·t,;, S...Code StdlOpt Description Main Instrumentation Panel,Graphics Display Includes speedometer with tripodometer,tachometer with hourmeter and outside air temperature display,voltmeter, engine oil pressure,engine coolant temperature,fuel le~l,primary and secondary air pressure gauges. Includes standard warning light package:high water temperature,low oil pressure,and low air pressure warning lights w/audible alarms,high beam,turn signal, low fuel,parking brake,and ice warning indicators;seat belt reminder,rocker switches with long-life LED indicators;multi-function turn stalk with ftasn-to-pass feature (night mode flashes headlights and marker lights; day mode flashes headlights only),intermittent windshield wiper and headlamp beam control.Hydraulic braked trucks do not include air pressure gauges. su«Weight 13 0 0 0 0 0 50 0 0 0 8011400 o Main Transmission Oil Temperature Gauge Located in Dri~r Information Display 8021015 o Air Application Gauge Located in Driver Information Display 8021380 S Air Restriction Indicator Mounted on air cleaner.intake piping,or firewall. 8071340 o Bright Bezel Gauges 8071870 S 8072560 oo(1)Additional Dash Switch With Wiring Extra wire included at the switch.Availability subject to dash space. 46 8111110 osHeadlightsCompositeFenderMounted Integral park,tum,and side marker o 8120980 s (5)Marker Lights,Aero LED Light Emitting Diodes o o o8131130oSwitch&Wiring For FlO Fog/Road LightwloBumpercutouts 5 o8134070o(2)Addl Dome/Reading Lights,Ceiling Mounted 50 o8140120sIncandescentSquareStop/Tum/TaillBackup LH/RH Square EOF or Dropped A-Brace o 68152530o(2)Load Lights,Bracket Mounted Inboard Loc K Da Cab 172 Paint 8500710 o Standard Paint Color Selection ·200 o o8530770s(1)Color Axalta Two Stage -Cab/Hood Base Coat/Clear Coat N85020 A -L0006EY WHITE N85500 CAB ROOF L0006EY WHITEN85300FENDERL0006EYWHITEN85200FR.AME L0001EA BLACKN85400HOODTOPL0006EYWHITE o Price Level:January 1.GiS. Deal: Printed On:5i2019 .1) S1dIOpt Description $List Weight Shipping Destination 8999989 0 Shipping Destination To Dealership o o Options Not Subject To Discount 9400091 s Peterbilt Class 7 Standard Coverage 1 year/Unlimited Miles/km o o 9400094 s PACCAR PX·9Standard Coverage 2 yrs/250,000 mi (402,336 km)/6,250 hrs o o Miscellaneous 9409800 o 2017 EPA Emissions Engine Warranty Only o o 9409869 o Presentation Created With SmartSpec o o 9499990 o *TRUCK TO BE INVOICEDIN U.S.DOLLARS"o o Promotions Order Comments Total List Price (W/O Freight &Warranty &Surcharges) Marketing and Service Support Fee Prepaid Freight Total Surcharge/Options Not Subject To Discount $125,099 $375 $2,400 $0 Total Weight 10,927 Prices and Specifications Subjectto Change Without Notice. Unpublishedoptionsmayrequire reltiew/approvalDimensionalandperformancedataforunpublishedoptionsmayvaryfromthatdisplayed inCRM. PRICING DISCLAIMER While ~make every effort to maintain the ~b site to preserve pricing accuracy,prices are subject to change wthout notice.Although the infonnation in this price list is presented in good faith and believed to be correct at the time of printing,~make no representations or verremles as to the completeness or acc uracy of this information.We reserve the right to change,delete or otherWse modify the pricing infonnation viIich is represented herein wthout any prior notice.We carefully check pricing specifications,but occasionally errors can occur,therefor ~reserve the right to change such prices Vvithoutnotice.We disclaim all liability for any errors or omissionsin the materials.In no event Vvill\I1.e be responsible for any damages of any nature vnetsoever from the ---Pnce Level January 1 2019 Dea!: Printed On 3rl5f2019 8:ij'34 ,.;fvl "This Purchase Order is issued under NJPA contract # 120716-NAF." . Quote Dated: 6/28/19 Quote ID : 8508 0010 Peterbilt 337 cable puller w crane 1 EA 348,100.00 348,100.00 One (1) New/Unused 2020 Peterbilt 337 Paccar PX-9 300HP, Allison Tranmission 3500 RDS-P with Puller, Crane, Body and Equipment. **Vendor to handle the DMV registration PROJECT MANAGER: Danitra Bahlman 650-496-5920 Danitra.Bahlman@cityofpaloalto.org SEND INVOICE TO: EQUIPMENT MANAGEMENT "This Purchase Order hereby attaches and incorporates into this Purchase Order the following attachments by reference as though fully set forth herein: - NJPA Contract # 120716-NAF - NJPA Contract # 120716-NAF # Pricing Sheet - RFP # 12071 - City of Palo Alto Purchase Order Terms and Conditions (Goods) Vendor Address National Auto Fleet Group Chevrolet of Watsonville 11000 SEPULVEDA BLVD. MISSION HILLS CA 91345 Tel: 855-289-6572 Fax: 831-480-8497 Bill To: Equipment Management Division City of Palo Alto 3201 East Bayshore Road Palo Alto CA 94303 Ship To: Equipment Management Division City of Palo Alto 3201 East Bayshore Road Palo Alto CA 94303 Item Material/Description Quantity UM Net Price Net Amount ______________________________________ Assistant Director, Administrative Services Department THIS P.O. IS SUBJECT TO THE TERMS AND CONDITIONS STATED BELOW AND ON THE LAST PAGESPECIFICATIONS - Any specification and /or drawings referred to and/or attached hereto are expressly made a part of this Purchase Order.DELIVERY - Please notify the City promptly if delivery cannot be made on or before the date specified. If partial shipment is authorized, so indicate on all documents. Complete packing lists must accompany each shipment. INVOICE - A separate invoice is required for each order. Send to address indicated above. City of Palo Alto Purchasing and Contract Administration P.O.Box 10250 Palo Alto CA 94303 Tel:(650)329-2271 Fax:(650)329-2468 Purchase Order P.O. NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES, SHIPPING PAPERS AND CORRESPONDENCE PERTAINING TO THIS ORDER PO Number 4520000133 Date 09/18/2019 Vendor No.106758 Payment Terms Payment Due 30 days FOB Point F.O.B. Palo Alto Ship via Vendor to ship best method Required Date 11/01/2021 Buyer/Phone Renee Howard / 650-496-5900 Email renee.howard@cityofpaloalto.org DELIVERIES ACCEPTED ONLY BETWEEN 7:00 AM & 3:00 PM UNLESS OTHER ARRANGEMENTS ARE INDICATED HEREIN Page 1 of 2 ------------------------- Sub-Total 348,100.00 Sales Tax 31,329.00 **** PRICE HAS BEEN QUOTED **** Vendor Address National Auto Fleet Group Chevrolet of Watsonville 11000 SEPULVEDA BLVD. MISSION HILLS CA 91345 Tel: 855-289-6572 Fax: 831-480-8497 Bill To: Equipment Management Division City of Palo Alto 3201 East Bayshore Road Palo Alto CA 94303 Ship To: Equipment Management Division City of Palo Alto 3201 East Bayshore Road Palo Alto CA 94303 Item Material/Description Quantity UM Net Price Net Amount ______________________________________ Assistant Director, Administrative Services Department Total 379,429.00 THIS P.O. IS SUBJECT TO THE TERMS AND CONDITIONS STATED BELOW AND ON THE LAST PAGESPECIFICATIONS - Any specification and /or drawings referred to and/or attached hereto are expressly made a part of this Purchase Order.DELIVERY - Please notify the City promptly if delivery cannot be made on or before the date specified. If partial shipment is authorized, so indicate on all documents. Complete packing lists must accompany each shipment. INVOICE - A separate invoice is required for each order. Send to address indicated above. City of Palo Alto Purchasing and Contract Administration P.O.Box 10250 Palo Alto CA 94303 Tel:(650)329-2271 Fax:(650)329-2468 Purchase Order P.O. NUMBER MUST APPEAR ON ALL INVOICES, PACKAGES, SHIPPING PAPERS AND CORRESPONDENCE PERTAINING TO THIS ORDER PO Number 4520000133 Date 09/18/2019 Vendor No.106758 Payment Terms Payment Due 30 days FOB Point F.O.B. Palo Alto Ship via Vendor to ship best method Required Date 11/01/2021 Buyer/Phone Renee Howard / 650-496-5900 Email renee.howard@cityofpaloalto.org DELIVERIES ACCEPTED ONLY BETWEEN 7:00 AM & 3:00 PM UNLESS OTHER ARRANGEMENTS ARE INDICATED HEREIN Page 2 of 2 CITY OF PALO ALTO GDS Rev. 06/22/2016 TERMS AND CONDITIONS OF PURCHASE PAGE 1 OF 3 ACCEPTANCE/AGREEMENT: City of Palo Alto (City) reserves the right to reject any and all quotations, to waive any informalities, and, unless otherwise specified by Seller, to accept any item in a quotation. By accepting or filing this Purchase Order (P.O.), Seller agrees to the terms and conditions herein which shall prevail over any inconsistent provision in any form or other paper submitted by Seller. All shipments or services performed shall be deemed to have been made pursuant hereto. No other terms are acceptable. This P.O., including all specifications and drawings, shall constitute the entire agreement between the parties unless modified in writing by City. CITY'S PROPERTY: Seller agrees that the information, tools, jigs, dies, or materials, and drawings, patterns, and specification supplied or paid for by City shall be and remain City property and shall be held by Seller for City unless directed otherwise. Seller shall account for such items and keep them protected, insured, and in good working conditions without expense to City. DELIVERY: The terms of delivery are as stated on the reverse side hereof. The obligation of Seller to meet the delivery dates, specifications, and quantities set forth herein is of the essence of this P.O. No boxing, packing, or cartage charge will be allowed unless authorized by this P.O. Deliveries are to be made both in quantities and at times specified herein or, if not, such quantities and times are specified pursuant to City's written instruction. Items not delivered may be canceled without penalty to City. Shipments in greater or lesser quantity that ordered may be returned at Seller's expense unless written authorization is issued by City. PRICES: The price which Seller charges in filling this P.O. shall not be higher than Seller's most recent quote or charge to City for such materials, supplies, services and/or installations unless City expressly agrees otherwise in writing. Notwithstanding the prices set forth the P.O. City shall receive the benefit of any general reduction in the price of any item(s) listed herein which may be made by Seller at any time prior to the last delivery of goods or services covered by this P.O. TERMINATION: City shall have the right to terminate this P.O. or any part thereof upon ten (10) days notice in writing to Seller. (1) Without Cause. City may terminate all or any part of this P.O. without cause. Any claim by Seller for damages due to termination without cause must be submitted to City within thirty (30) days after effective date of termination. (2) For Cause. If Seller fails to make any delivery in accordance with the agreed delivery date, delivery schedule, or otherwise fails to observe or comply with any of the other instructions, terms, conditions or warranties applicable to this P.O., City may, in addition to any other right or remedy provided by this P.O. or by law, terminate all or any part of this P.O. in writing without any liability of City with respect to Seller at any time during the term of this P.O. In the event of termination for cause, City may purchase supplies or services elsewhere on such terms or in such manner as City may deem appropriate and Seller shall be liable to City for any cost and other expenses incurred by City, which is charged to City. CHANGES: City shall have the right at any time by written notice via P.O. Change Order to Seller to make changes in the specifications, the quantity of items called for, delivery schedules, and requirements covering testing, packaging, or destination. Any claim by Seller for adjustment under this clause shall be deemed waived unless made in writing with then (10) days after receipt by Seller of notice of such change. Price increases or extensions of time for delivery shall not be binding on City unless evidenced by a P.O. Change Order issued by City's Purchasing Manager. INSPECTION: City shall have the right to inspect and approve or reject any materials, supplies, services and/or installations upon arrival of notice of completion prior to payment without regard to the manner of shipment, completion, or any shipping or price terms contained in this P.O. All materials, supplies, services and/or installations must be furnished as specified. (1) Defective, damaged, and nonconforming materials and/or supplies may be returned for credit or refund, at Seller's expense. City may charge Seller for all expenses of unpacking, examining, repacking and reshipping of such materials and/or supplies. (2) Defective, incorrect and nonconforming services and/or installations may be returned for credit or refund, at Seller's expense. All of the above notwithstanding prior payment by City. WARRANTY: Seller expressly warrants that all materials, supplies, services and/or installations covered by this P.O. shall: (1) conform to the specifications, drawings, samples, or other descriptions specified by City or if none are so specified, to Seller's standard specification or the standards of the ASTM or ANSI or other national standard organizations; (2) be new and unless specified to the contrary on the face hereof, will be free from defects in material and workmanship and will be free of all liens and encumbrances and will conform to any affirmation of facts made on the container or label; (3) be adequately contained, packaged, marked, labeled and/or provided in compliance with all applicable federal and state laws and regulations (including materials deemed hazardous); (4) be performed within the rules and regulations of the Occupational Safety and Health Act of 1970 (as amended); (5) be produced or transferred or disposed of as required by federal and state laws and regulation under the conditions of the Toxic Substances Control Act; the Hazardous Materials Control and Hazardous Waste Regulations; and other toxic laws and programs. Seller further expressly agrees to protect, indemnify, and hold harmless City, its employees and agents for any loss, damage, fine, liability, fee (including reasonable charges and fees) or expense arising in connection with or resulting from Seller's failure to furnish materials or supplies or perform services that conform with any warranty contained herein. (6) have good marketable title. GOVERNING LAW: This P.O. shall be governed by the laws of the State of California. INDEPENDENT CONTRACTOR, INSURANCE: Seller certifies, by acceptance, that he/she is an independent contractor. Seller shall protect, defend, and indemnify and hold City harmless against all damages, liability, claims, losses and expenses (including attorney's fees) arising out of , or resulting in any way from Seller's negligence in providing the goods or services purchased hereunder or from any act or omission of Seller, its agents, employees, or subcontractors, Seller shall maintain such public liability insurance, including contractual liability, automobile and general public liability, (including non-owned automobile liability) Worker's Compensation, and employer's liability insurance as well adequately protect City against such damage, liabilities, claims, losses, and expenses (including attorney's fees). Seller agrees to submit certificates of insurance, evidencing its insurance coverage when requested by City. EQUAL OPPORTUNITY CLAUSE: By acceptance of this P.O., Seller certifies it is in compliance with the Equal Opportunity Clause required by Executive Order 11246, as amended, and the Palo Alto Municipal Code, as amended, including Affirmative Action Compliance Programs for Veterans; Handicapped; and Minority Business, and other equal opportunity programs. FORCE MAJEURE: City may delay delivery or acceptance occasioned by causes beyond its control. Seller shall hold such materials, supplies, services and or installations at the direction of City and shall deliver them when the cause affecting the delay has been removed. City shall be responsible only for Seller's direct additional costs in holding the goods or delaying performance of this P.O. and City's request. Seller shall also be excused if delivery is delayed by unforeseen events beyond its reasonable control, provided Seller notifies City as soon as they occur. City may cancel this P.O. if such delay exceeds thirty (30) days from the original delivery date. Seller shall use its best efforts to grant preference to this P.O. over those of other customers, which were placed after this P.O. AUTHORITY OF AGENT OR FACTOR: Seller represents that, whenever it executes this P.O. on behalf of a third party as an agent or factor, it shall disclose the existence of the agency or factor relationship to City. Seller shall be deemed to have the legal authority to enter into this P.O. with City on behalf of the third party. INTERPRETATION OF CONTRACT DOCUMENTS: In the event of a conflict between the terms of this P.O. and the attached specification with respect to any obligation of Seller, the provision which impose the greater obligations upon Seller shall prevail. CITY OF PALO ALTO GDS Rev. 06/22/2016 TERMS AND CONDITIONS OF PURCHASE PAGE 2 OF 3 ENVIRONMENTALLY PREFERRED PURCHASING REQUIREMENTS: Seller agrees to comply with the City's Environmentally Preferred Purchasing Requirements. (1) Hazardous Waste: Seller shall take-back all spent or otherwise discarded hazardous products sold to the City by the Seller if the spent or discarded products are classified as hazardous or universal wastes by State or Federal regulations. Seller shall provide convenient collection and recycling services (or disposal services if recycling technology is unavailable) for all universal wastes, which originate from the Vendor. Hazardous waste manifests or bills of lading must be provided to City staff upon request. Recycling and reuse of hazardous wastes must occur within the United States. Universal waste lists and information are available www.dtsc.ca.gov/HazardousWaste/UniversalWaste/. A hazardous waste list is available at http://www.calrecycle.ca.gov/LEA/Training/wasteclass/yep.htm. Additional information can be obtained by contacting the City of Palo Alto Hazardous Waste Department at (650) 496-6980. (2) Zero Waste and Pollution Prevention: Per Palo Alto City Council policy, the City is targeting to achieve Zero Waste by 2021. The City must also meet Municipal Regional Stormwater Permit requirements requiring no visible impact from litter via stormdrains by 2022. To that end the vendor, manufacturer and or contractor must individually or collaboratively comply with the waste reduction, reuse and recycling requirements of the City's Zero Waste and Pollution Prevention Programs. Seller acknowledges and agrees that if Seller fails to fully and satisfactorily comply with these requirements, the City will suffer, as a result of Seller's failure, substantial damages which are both extremely difficult and impracticable to ascertain. Therefore, the Seller agrees that in addition to all other damages to which the City may be entitled, in the event Seller fails to comply with the below requirements Seller shall pay City as liquidated damages the amounts specified below. The liquidated damage amount is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer as a result of such non-compliance. Sellers shall adhere to the standard that all printed materials provided to the City that are generated from a personal computer and printer including, proposals, quotes, invoices, reports, and public education materials shall be double-sided, printed on a minimum of 30% post-consumer content paper or greater unless otherwise approved by the City's Environmental Services Division (650) 329-2117. Materials printed by a professional printing company shall be a minimum of 30% post-consumer material or greater and printed with vegetable based inks. Liquidated damages of $30 per document will be assessed by City for failure to adhere to this requirement. All paper packaging must be Forest Stewardship Council (FSC) Certified. All primary, secondary and shipping (tertiary) packaging be minimized to the maximum extent feasible while protecting the product being shipped. All primary, secondary and shipping packaging shall be recyclable in the City's recycling program. A complete list of items accepted for recycling are found at www.zerowastepaloalto.org or by calling (650) 496-5910. If any portion is received that does not meet this requirement, liquidated damages of $235 or a minimum of $50 if the combined product and shipping cost is $235 or less will be assessed by City for failure to adhere to this requirement. Expanded foam plastics (e.g., foam or cushion blocks, trays, packing 'peanuts'), such as but not limited to polystyrene (aka Styrofoam[tm]), polypropylene, or polyurethane shall not be used as primary, secondary or tertiary/shipping packaging with the following exceptions: o Primary packaging made from these materials may be used if the vendor, manufacturer, contractor individually or collaboratively does one of the following: (a) takes the material back at the City's convenience and at no cost to the City, or (b) pays the City of Palo Alto's disposal costs via payment of liquidated damages of $235, or a minimum of $50 if the combined product and shipping cost is $235 or less. o Bioplastics that meet ASTM D6400 standards for compostability may be accepted with approval from the City's Environmental Services Division subject to local municipal compost facility requirements. o If approved by the City's Environmental Services Division, a packaging requirement may be waived if no other viable packaging alternative exists. Reusable/returnable pallets shall be used and taken back by the Seller, at no additional cost to the City. Seller shall provide documentation upon request ensuring reuse of pallets and/or recycling of broken pallets. Liquidated damages of $262 or a minimum of $50 if the combined product and shipping cost is $262 or less will be assessed by City for failure to adhere to this requirement. (3) Energy and Water Efficiency: Seller shall provide products with an ENERGY STAR, Water Sense or State of California standard rating, whichever is more efficient, when ratings exist for those products. A life cycle cost analysis shall be provided to the City upon request and shall at minimum include: first cost, operating costs, maintenance costs, and disposal costs. Contacts for additional information about City of Palo Alto Hazardous Waste, Zero Waste and Utilities programs: Hazardous Waste Program (Public Works) (650) 496-6980 Zero Waste Program (Public Works) (650) 496-5910 Watershed Protection (650) 329-2117 Energy Efficiency (650) 496-2244 (4) Liquidated Damages: Seller agrees that failure to comply with the City's Environmentally Preferred Purchasing Requirements will result in Liquidated Damages, according to the table marked Liquidated Damages on page 3 of this P.O. Event of Non-Performance Recycled Paper Use Failure to use 30% recycled content paper Recyclable Packaging Materials Failure of Seller to use secondary and shipping packaging that is recyclable in the City's recycling program. Expanded Foam Plastics Unapproved use of expanded foam plastics for secondary or shipping packaging Pallet Use Failure of Seller to take-back and reuse pallets, recycling only broken pallets, at no additional cost to the City. Acceptable Performance Level (Allowed events per Fiscal Year) 1 1 0 1 Liquidated Damage Amount $30 per each document $235 or a minimum of $50 if the combined product and shipping cost is $250 or less will be incurred if this is not adhered to. $235 or a minimum of $50 if the combined product and shipping cost is $235 or less $262 or a minimum of $50 if the combined product and shipping cost is $2 or less CITY OF PALO ALTO GDS Rev. 06/22/2016 TERMS AND CONDITIONS OF PURCHASE NONCOMPLIANCE WITH ENVIRONMENTALLY PREFERRED PURCHASING REQUIREMENTS, LIQUIDATED DAMAGES: The following table lists the events that constitute breaches of the Agreement's standard of performance warranting the imposition of liquidated damages; the acceptable performance level, and the amount of liquidated damages for failure to meet the contractually required standards of performance. PAGE 3 OF 3 National Auto Fleet Group A Division of Chevrolet of Watsonville 490 Auto Center Drive,Watsonville,CA 95076 (855)289-6572·(855)BUY-NJPA •(831)480-8497 Fax FI eet@NationaIAutoFleetGroup.com 06/28/2019 Quote ID 8508 Mr.Raul Juarez City of Palo Alto 3201 E.Bayshore Road Palo Alto,CA 94303 Dear Mr.Juarez, National Auto Fleet Group is pleased to quote the following vehicle(s)for your consideration. One (1)New/Unused (2020 Peterbilt 337 Paccar PX-9 300HP,Allison Transmission 3500 RDS-P with Puller,Crane,Body and Equipment)Provided by Mr.Ryan Sabean with Peterbilt each for: Sub Total Tax (9.00%) One Unit (1) $348,100.00 $31,329.00 Total $379,429.00 This vehicle(s)is available under the Sourcewell (Formerly Known as NJPA)Contract 081716-NAF.Please reference this Bid Number on all Purchase Orders. Thank you in advance for your consideration.Should you have any questions,please do not hesitate to call. rJesseCooper National Fleet Manager .Icooper((I~N ati onal aLitotl eetgroLip.com Office (855)289-6572 Fax (831)480-8497 @TOYOTA AMERICAN TRUCK &TRAILER BODY CO.,INC. 100 W.Valpico Road,Building "0",Tracy,CA 95376 (209)836-8985 (800)499-8985 Fax (209)836-H397 Confidential hnportant Notice This specification ISthe propertyof American Truck &Trailer Body Company,Inc. And shall no!be copeo Of reproduced Inany manner forany purpose whatsoever except by written p¬ IDlissionof Amencan Truck &Trailer Body Company,Inc. City of Palo Alto Att:Raul Juarez 3201 E.Bayshore Road Palo Alto,CA 94303 June 10,2019 Dear Mr.Juarez, Thank you for the opportunity to provide a quote and specifications for a Cable Puller -Crane Truck. Reference:City of Palo Alto Truck #7697.The puller,crane,body,and equipment will be installed on a 20191 new Peterbilt 337 Chassis.Complete and detailed chassis specifications will be provided National Auto Fleet Group as per NJPAI Sourcewell Guidelines.The truck chassis,body,and equipment specifications are as follows: Truck Chassis,Puller,Crane,Body,and Equipment Specifications Chassis:(Complete chassis specifications will be provided by dealer) Year: Model: Cab: Wheelbase: CA: GVWR: Engine: Transmission: Suspension: Accessories: Wheels: Paint: 20191 new Perterbilt 337 10"Extended Cab 2 doors 204" 124" 33,000 Ibs.-fulliength inner frame reinforcement Diesel Automatic wi provrslons for pto Air Trac AlC,PW,and PL.Air ride driver's and passenger's seats Steel Painted white Body:Detailed CAD drawings will be provided for approval at the Pre-Construction Meeting prior to cutting steel. Body Dimensions: 58 Inches -Compartment height 20 Inches -Compartment depth below transverse 15.8 Inches -Top of body to the top of the floor Body Materials: June 12,2019 14 gauge galvanneal.-Main body material 12 gauge hot rolled treadplate.-compartment tops 18 gauge galvanneal -Inner door panels 18 gauge galvanneal -Outer door panels 5/16"Stainless Steel continuous rod -Door Hinge Rod. Stainless Steel -Door Hinge Sockets.(standard) 14 gauge galvanneal -Front bulkhead 18 gauge galvanized -Shelving installed on Uni-Strut for infinite adjustment. Accessories: Stainless Steel Two point automotive paddle latch with rotary door latches. Spring Loaded type door holders on vertically hinged doors Standard rope light (3/8"L.E.D.1"on center)compartment lights in all body compartments. Lights will be installed with door switches. Automotive bulb type weatherstripping mechanically fastened to door frame with rounded corners. Top Storage Basket: 94"long x 9"High x 38"wide 14 gauge punched metal basket installed around top perimeter of transverse compartment with 1"tube framing. Streets ide Compartmentation 1st Vertical: 38"Wide x 58"High x 20"Deep below transverse Barn type compartment doors Stainless Steel Two point automotive paddle latch with rotary door latches. Open transverse compartment with bottom pan reinforced for a Braden BP200 Winch There shall be an access door from the bed area to the center of the transverse Curbside Compartmentation 1st Vertical: 38"Wide x 58"High x 20"Deep below transverse Barn type compartment doors Stainless Steel Two point automotive paddle latch with rotary door latches. Open transverse compartment with bottom pan reinforced for a Braden BP200 Winch. There shall be an access door from the bed area to the center of the transverse Streetside Underbody Box: 40"long X 24"high X 20"wide 14 gauge galvanneal box with 12 gauge •Page2 June 12,2019 hot rolled tread plate top with -One (1)adjustable/removable shelf each with divider slots on 2"centers installed on Uni-strut shelf will have Six (6)adjustable dividers. Barn type compartment doors Spring Loaded type door holders on vertically hinged doors Stainless Steel Two point automotive paddle latch with rotary door latches. Standard rope light (3/8"L.E.D.1"on center)compartment lights in all body compartments. Lights will be installed with door switches. Automotive bulb type weatherstripping mechanically fastened to door frame with rounded corners. Curbside Underbody Box: 40"long X 24"high X 20"wide 14 gauge galvanneal box with 12 gauge hot rolled treadplate top with -One (1)adjustable/removable shelf each with divider slots on 2"centers installed on Uni-strut shelf will have Six (6)adjustable dividers. -Barn type compartment doors Spring Loaded type door holders on vertically hinged doors Stainless Steel Two point automotive paddle latch with rotary door latches. Standard rope light (3/8"L.E.D.1"on center)compartment lights in all body compartments. Lights will be installed with door switches. Automotive bulb type weatherstripping mechanically fastened to door frame with rounded corners. Flatbed:Eleven feet (11'),flatbed with treadplate steel deck as per the following specifications will be provided:. Frame -Steel frame,rub rails 1/8"steel 7 ;h"deep,no sharp edges or corners.6-inch high structural I-beam longitudinal.1O-inch structural steel channel cross members,12-inch centers. Hardwood sills between the truck frame and body frame. Rear under ride protection to incorporate deck step and bumper. Deck-3/16"steel tread plate. Attachment -Decking shall be attached to the cross members with "Torx"screws. Body shall be mounted to the truck frame with properly sized shear plates not more than 48"apart forward of the axle.1 at the rear of the rear spring hanger. Deck Access -Two (2)ladders will be installed with grip strut steps and a tread depth of 4 inches (min.)Steps shall be spaced evenly and not to exceed 18 inches step to step.Grab handles will be installed as required. The locations for the steps and grab handles to be determined during the Pre-Construction Meeting. Deck Tie Downs -Furnish two (2)5000 tb capacity tie down rings,located apx t'inboard from the edge of the flatbed.One (1)on the left side and one (1)on the right side centered front to rear.To be reviewed and approved during the Pre-Construction Meeting. Chock holders -Wheel chock holders with chain restraints will be provided and installed.The location to be determined at the Pre-Construction Meeting . •Page 3 June 12,2019 Rope (J)Hooks -Furnish Y2inch diameter rope "J"hooks 1 per cross member located under deck each side. License Holder -License holder and license plate light shall be mounted on rear of bed. Ratcheting Straps -Three (3)fixed ratcheting straps will be installed on the curbside of the flatbed. Rope storage -brackets to accommodate storage for two spools of rope wilt be installed at the rear driver's side on top of the flatbed.The design and construction details to be discussed during the Pre-Construction Meeting. Trailer Hitch:A Premier #270 slack reducing coupling w/air chamber,two d-rings,and 7 blade trailer connector. Headboard:A headboard I cab protector with a window cutout will be installed behind the cab. Cable Puller: A Braden Model BP200 cable puller will be provided and installed between the chassis frame rails at the front of the body.The puller will have 2400 feet of 7/16"(6 x 37)fiber core steel cable installed.The cable has a rated capacity of 4000 Ibs.working load and 18,000 Ibs.break strength.There will be a thimble and swivel installed on the end of the cable.The puller will have an extended shaft that protrudes inside the curbside front compartment.The extended shaft will accommodate mounting a bayonet style capstan. The puller high and low speed control,free spool,and pay in/out controls will be located will be on the controller.The controller will be a pistol grip style with 25 ft.of tethered lead.A spare controller will be included.The cable will level wind under the drum,protrude under the flatbed,and exit through a universal 360 degree sheave at the rear of the truck .The line pull tension will be controlled by an adjustable relief valve.The puller line pull and speed specifications are as follows: BP200 Cable Puller Layer 1 Layer 2 Layer 3 Layer 4 Line 20,000 Ibs 18,4501bs 17,100Ibs 16,0001bs Pull"(9,100 kg)(8,370 kg)(7,760 kg)(7,260 kg) Ibs (kg) Line 44 fpm 48 fpm 52fpm 55fpm Speed*(13 mpm)(15 mpm)(16 mpm)(17mpm) fpm (mpm) High Speed (BP200B-232121106-9/16-46) Layer 1 Layer 2 Layer 3 Layer 4 Line 9,900lbs 9,1001bs 8,450 Ibs 7,850 Ibs Pull"(4,500 kg)(4,130 (3,830 kg)(3,560 kg) Ibs (kg).kg) •Page4 June 12,2019 Line Speed* fpm (mpm) 88fpm 96fpm 104fpm 111fpm (27mpm)(29mpm)(32mpm)(34mpm) Capstan: A Sauber Model 8102·LN Almag Capstan I equivalent with a standard bayonet mount will be provided and installed in the curbside front compartment A bi -directional foot pedal control with 8 feet of cable and a control module will be provided to control the capstan.An additional foot pedal control will be provided. Hydraulic System: The hydraulic system will be capable of operating the puller,crane,outriggers,and hydraulic tool system.The system will consist of a reservoir,pto,hyd.pump,cooler,required filters,valves,hoses,plumbing,and gauges. The hydraulic tank and cooler will be installed behind the cab and in front of the body. HydraulicTool Circuit: A Hannay hose reel with 25 feet of !;2"id.twin hydraulic hose and a ball stop will be provided and installed at the curbside rear of the truck under the flatbed.The circuit will accommodate a minimum flow requirement of 10 gpm @ 2000 psi. Sump Pump: A Stanley SM50 I equivalent submersible pump be provided and installed in the curbside front compartment. Crane: An Auto Crane HC-14 Crane will be provided and installed on a pedestal at the curbside rear of the truck. The pedestal will have a door located on the curbside for access. The crane is proportionally controlled.There's and automatic stop at 100%load capacity. Adjustable speed settings;from 25%to 100%.Enables fine tuning of speeds for total control over the load.The NexStar FM remote system receiver displays load-monitoring and diagnostic readouts in plain English.No codes to look-up or memorize;operator views precise percentage load capacity. The crane will have two (2)spotlights installed at the tip.An extra I spare controller will be provided.Each controller will have 25 feet of cable. Hydraulically controlled outriggers will be installed at the front and rear of the truck.The outriggers on the curbside front and rear will extend in/out/upl down hydraulically.The outward extension will be-42". The driver's side front and rear outriggers will extend up/down hydraulically. Four (4)outrigger pads 19.25 x 19.25 x 1.54 sided cavity type will be provided with mounting brackets. The controls for the outriggers will be located on the curbside at the rear of the truck,and on driver's side at the rear of the truck . •Page5 June 12,2019 A third party crane certification to ensure compliance to California OSHA requirements will be provided. Nextstar IIIwireless and tether type controller will be provided. Auto Crane HC-14 Capacity 14,000 Ibs (5,443 kg)at 6 ft (1.83 m) Rating 70,000 ft-Ib (9.68 t-m) Length 30 ft (9.14 m)fully extended Stowed Boom 15'9"(4.80 m) Length Width 2'3"(.68 m) Height 3'3"(.99 m) Base Plate 20.5"x 24.5"(0.52 m x 0.62 m) Dimensions Single Line Speed 60 ftlmin (18.3 in/min) Boom Down 22-26 seconds (full stroke of cylinder) Boom Retract 47-56 seconds (full stroke of cylinder) Hydraulic Requirements 15 gpm (57 Umin)at 2.800 psi (193 bar) Cable 120 ft (36.6 m)of 7116"(12.7 mm)aircraft quality cable •Page6 June 12,2019 HC-14 31 30 29 28 27 26 W 25 ' Z 24 ~23o22u..21020w19en ~18 17:E 160a:15u..14tii13w12 "u.. ~11 - 10W9o ~8' I-7'en 6Ei5 4 3 2 1 0 NOTE:ALL CAPACITIESSHOWN IN LBS. WEIGHTOF LOAD HANDLING ~.4670 DEVICESARE PART OF THE ~'"V LOAD AND MUST BE /1 ~DEDUCTEDFROM ~,THE CAPACITY. "{600 '2997r5~, '~/"~ •~,\0, -·'f..7180 14000 / ~,z·"~~3014000,'. 75"'11200 ."/,,,,,, 60".;:7;30 49/0781 ,........................................,'52 \»->" AmNTION!.'6303 :at'1\2577OVEFt7000LBS30"\,'US'E00UB,LE LINE ~.3368. !__~~__~:__1~~~~~.i~,844_2__7~~~~\4~ Q~~C_'~jJL/!I I I l~~"._,5456 4278 3256 2498 2015 8990 o 1 2 3 4 5 6 7 89101112131415161718192021222324252627282930 DISTANCE IN FEET PIN 47010302t)A Backup Alarm: A backup alarm will be installed. Backup Camera System: •Page 7 June 12,2019 A Pro-Vision mobile camera system will be installed.Includes a heavy duty monitor,wide angle camera, wiring harnesses,and mounting brackets. Warning Lights: A Whelen LibertyII Series59"long lightbarwith amber lens,trafficadvisorsfront and rear,and allylightswill beprovidedandinstalledontopoftheheadboardcabprotector.The controlpanelwill be installedinsidethe cab. Eight (8)surface mountedLED strobelightswill be installedon the vehicle as follows:2 of the front,2 at the rear,2 on the leftand rightside.Lightsmust be recessed!flushmounted-protected. Two (2)Whelen 12 vdc LED model MPPWCS low profilepedestall swivel work!scene lights with on/off switcheswill be providedand installedon the leftandrightsideof the headboard. Electric Trailer Brake Controller: An electronicheavydutytrailerbrakecontrollerwill be installedinsidethe cab. Mudflaps: Two (2)mudflaps with hooks will be installed at the rear. Cone Holders and Steps: Two (2)cone holders will be provided and installed.The design details and location to be discussed at the Pre-Construction Meeting. Two (2)steps will be provided and installed.The design details and location to be discussed at the Pre- Construction Meeting. References: The final stage manufacture will provide a minimum of five (5)references (name,organization and phone number),who have taken delivery of trucks of this type with the options listed in this specification within the last year.This excludes prototypes or experimental units. Service Facilities: The final stage manufacture must be located within 100 miles of Palo Alto,CA.and must be a factory authorized sales and service center for all components listed in this specification. Engineering: The final stage manufacture must have either a professional engineer registered by the CA State Board for Professional Engineers on staff,or must have a third party registered professional engineer that has •PageS June 12,2019 revi~wed and approved the proposed structural,layout and installation of all components/equipment. Engmeers contact Information must be provided upon request. Paint and Finish: The body and compartments shall be painted white to match the cab.The rear bumper area,flatbed,rear face of the front transverse compartment,top storage basket,and access steps shall be sprayed with black Line-X. All surfaces to be acid etched,cleaned of rust,grease,oil,dirt,millscale,etc.,prior to the prime coat of paint All exterior and interior surfaces coated with minimum two coats of metal primer Body exterior painted with minimum two coats paint to match cab All installed switches and/or equipment control(s),must be properly labeled as to function and condition (i.e.,on,off,etc.).All required identification labels or placards,interior or exterior,to be permanent non- fading (i.e.,engraved or die-stamped)and affixed using rivets.Adhesive labels,metal or plastic,are not acceptable Any and all body attachments shall be installed using a rubber gasket material and attachment caulked to prevent water leakage. Vehicle Lighting: Completed vehicle shall comply with FMVSS1 08 &CVC regulations.L.E.D.Stop/tail/tum lights and back-up lights shall be flush mounted,'Trucklite"or equal. Side marker lights may be Trucklite No.1 integral reflectorllight. All wiring both internal and external to be loomed and fully protected.All lights will be LED. Welding &Workmanship: Shall be state of the art workmanship.Welding shall comply with applicable AWS Standards 01.1.Body and equipment are to be thoroughly cleaned of scale,splatter,oil,dirt,etc.,and treated with an acceptable metal preparation process before any primer and finish coats of paint are applied.If any welding is done after primer has been applied,the work shall be made clean and smooth and the area re-primed. Final Stage Manufacturer: Shall certify complete functionality of the completed unit per Federal DOT Regulations for Final Stage Manufacturing.Decal shall be located on the driver's door. Price excluding chassis:$248,238.00 Price does not include tax or license fees Payment:2%-10 discount,Net 30-1.5 %Interest on outstanding past 30 F.O.B.Palo Alto,CA •Page 9 -~r_.•.--.~...._-_••__t -....."'''......1.''....."".",(H't ....'IVYll .1"AVI\\JII;IIOUvl =- Note:The image displayed is representative only.It should not be construed as a layout diagram.Dimensions and components are not to sc Note:The image displayed is representativeonly.It should not be construed as a layout diagram.Dimensionsand components are not to sc Note:The imagedisplayed is representative only.It should not be construed as a layout diagram.Dimensions and components are not to sc, Selected Options LJ'fIV·"U'-"'V'VIJI::I.,jvl vUl>IUflle,.''iJr-",{Mmencan IrUCK 6 Irailer t---+---t----t-.t---341"(OverauLenlllh)-t---t!--'-.--------41----+-1 146"(Envelope); Note·The image displayed is representative only.It should not be construed as a layout diagram,Dimensions and components are not to scale Selected Options SalesOption Description Width 5554040 261ri Aluminum 50 Gallon Fuel Tank LH 26 5655019 DEF Tank Small 23 6010800 Install Batteries On Temp Plywood Sup..18 6040550 Aftertreatment RH UtC AlumiNUM Non-...18 Side Left Left Center Right Available Space:Left:106.8 in. 3/15/20198:14:31 AM Center:63.9 in,Right:109.4in. Valley Peterbilt,Inc (V305) 5837 N.Golden State Blvd Turlock,california 95382 NJPA I American Truck &Trailer 100 W.Valipco Rd Tracy,California 95376 United States of America Phone;(209)996-9960 Fax:(209)669-9674 Email:rsabean@itctrucks.com Phone: Fax: Contact Email:jeff@atttbcinc.com Vehicle Summary Unit Chassis Model:Model 337 Fr Axle Load (los):12000Type:Full Truck Rr Axle Load (Ibs):21000Description1:G.C.w'(Ibs):79000Description2: Application Road Conditions: Intended Serv.:Utility/Lube Serwce Class A (Highway)100Commodity:Petroleum Products Class B (Hwy/Mtn)0 Class C (Off-Hwy)0 Body Class D (Off-Road)0Type:Platform w/De'v1ces Maximum Grade:6Length(1\):24 Wheelbase (in):207 Height (ft):13.5 O~rhang (in):100 Max Laden Weight 1000 Fr Axle to BOC (in):69.8 (Ibs): Cab to Axle (in):137.2 Trailer Cab to EOF (in):237.2No.of Trailer Axles:0 ~rall Comb.Length (in):3452 Type: Length (ft):0 Special Req. Height (ft):0 Kingpin Inset (in):0 Corner Radius (in):0 Restrictions Length (ft):40 Width (in):102 Height (1\):13.5 Approved by:Date: Note:All sales are F.O.B.designated plant of manufacture. --~,,-.,,------Price Level January '1 2Jl~;, Deal Printed On:3/15i2019 8:15:::.4 t-'\IVI Date'I\!larch 15,~~G<l~~" \,~Iuotei\J.ut1'lOer"C)J(J-444423~-Y2J~!.F( S.hIs CotMI SfGlOpt Dellcription $List Weight Base Model 0003371 S Model 337 94,048 10,070ThePeterbiltModel337isbuilttotakeonthebigjobs. That's why it's available as a Class 7 truck or tractor with a GVW up to 33,000 Ibs.With a full range of suspensions and in an all-wheel-drive configuration,the 337 delivers an ideal match for applications such as wrecker,tanker, beverage delivery,municipal utilities -Just about any job ~ou can throw at it.0091130 0 Petroleum Products 0 0 0093140 0 Utility/Lube Service 0 0Truckusedtoservceconstructionandminingequipment. Includes bodies such as,mechanics serves bodies,tire hoists,fuel/lube,boom,etc.0095010 0 Platform w/Devices 0 0 0098170 S United States Registry 0 0CanadianRegistryPackageRequiresAirConditioning Excise Tax Canada,Speedometer to be KPH ipo MPH, Daytime Running Lights and Rubber Battery Pad inBottomofBatte!y Box.Configuration 0200700 S Not Applica ble 0 0SecondaryManufacturerFrame&Equipment 0515010 0 10-5IS"Steel Rails 326-384"249 30210.625 x 3,45 x .313 Dimension,1,776,000 RBM:Yield Strength:120,000 psi.Section Modulus:14.8 cubic inches.Wei~ht 1.44 Ibsfinch eair06122300CustomWheelbaseorOverhang 365 0Engineeringapprovalmayberequired. 0613090 0 Thrae-Ptecs Crossmembers 695 3 0644090 S EOF Square without Crossmember 0 0Forusewithbodybuilderinstalledcrossmemoer.0651090 S Omit Rear Mudflaps and Hangers 0 0FrontAxle&Equipment 1011875 o Dana Spicer E12021L 12,000 Ib,3.5 in.Drop Axle is designed for applications with a gross axle weight rating (GAWR)of 12,000 Ib The axles haloEexclusive one-piece forged design knuckle including steer arm,tie rod arm and spindle.This feature helps in greater durability and reduced maintenance. 40 o 1111190 o Taper LeafSprin9S,Shocks 12,000 Ib 38 o Price Level jan uary 1.2019 Printed On: Date:March 15.Deal: S"'..Code SttJlOpt Description 1243040 S Power Steering Sheppard HD94 For use with 10.000 to 13.200 lb.axle ratings, 1250180 0 Power Steering Reservoir Frame Mounted 1353540 0 PHP10 Aluminum PreSet PLUS Hubs 1380240 0 Dana Spicer Wide Track IPO Standard 71in KPIIPO 69in for E1202.E1322,E1462,D2000F front axles.For improved turning radius.1380260 S Bendix Air Cam Front Drum Brakes 16.5x5 For use with 10,000 Ibs to 14,600 Ibs steer axles. Includes automatic slack adjusters &outboard mounted brake drums. 1390540 0 Dust Shields,Cam Brakes,Front Axle 1391410 0 Gusseted Cam Brackets,Steer Axle $List Weight 0 0 0 0 282 ·23 33 15 0 0 26 4 24 o 1391500 0 TruTurn Lite Brake Drums IPO Standard 42 -15RearAxle&Equipment 1513320 0 1616290 0 1631310 S 1660000 0 1680280 0 1680420 0 1680490 0 1680500 S Dana Spicer P22060S 21,000 Ib 380 117 404 0 0 0 30 15 225 2 76 -79 24 2 0 0 PHP10 Aluminum PreSet PLUS Hubs Standard Stroke Parking Brakes Drive Axle(s).Not for use on U.S.or Canada Tractors, other than Car Carriers. Dust Shields For Cam Brakes,Drive Axle(s) Bendix Smart ATC Traction Control X30 Brake Drums IPO Standard,Drive Axle(s) Gusseted Cam Brackets,Drive Axle(s) SBM Valve Full trucks require a spring brake modulation (SSM) system for emergency braking application.This system requires an SSM valve and a relay valve with spring brakes on the rear axles.The SSM valve allows the foot valve to operate the rear axle spring brakes if a failure exists in the rear air system. 1680950 S Stability System Not Selected Or Not Available 0 0 0 0 0 0 Date .,'"f"',- 1681337 S Single Drive Axle (Model 337) 1682430 S Anti-Lock Braking System (ABS)4S4M -Price Level January 1. Deal:FJrinted 3!15i20H)8'15.34 j~,M Sill..Code StdlOpt Description ABS-6.Includes air braking system. SList Weight 0 0 0 0 1,329 175 52 0 34 2 1687010 S Bendix Air Cam Rear Drum Brakes 16.5x7 Includes Automatic Slack Adjusters &Outboard Mounted Brake Drums. 1705290 o 1811210 o Ratio 5.29 Rear Axle PeterbiltAir Trac 23,000 Ib Light Weight 1920385 0 Air Springs,Internal Bumpers Air Trac I Air Leaf suspensions Engine &Equipment 1922260 0 Dash Mtd Dump Switch With Indicator Light For suspension 2074306 o PACCAR PX-9300@2000 GOV@2200 860@1300 Productivity (2017 Emissions)Includes alum flywheel housing,cruise control,and J1939 provslons (proudes an interface point for the Electronic servce Analysis-ESA and other PACCAR approseo diagnostic tools).Chevon Delo LE SAE 10W30 engine oil is specially formulated for new low emissions engines.Magnetic engine oil drain plug captures and holds any metal fragments in engine oil to extend serves life N21320 N205 120 Standard Maximum Speed Limit N21470 P062 NO Cruise Control Auto Resume ( N21480 P068 NO ..Auto Engine Brake in Cruise N21450 P026 NO Gear Down Protection (P026) N21440 P015 NO Engine Protection Shutdown ( N21350 P001 64 Maximum Accelerator Pedal Ve N21370 P059 64 Maximum Cruise Speed (P059) N21590 P230 YES ..Enable Hot Ambient Automatic N2153D P233 YES ..Enable Impending Shutdown Wa N21540 P234 O...Timer For Impending Shutdown N21460 P046 1400..Max PTO Speed (P046) N21520 P030 5 Timer Setting (P030) N21570 P031 NO ldle Shutdown Manual Overrul N21610 P172 40 Low Ambient Temperature Thre N21630 P171 80.,.High Ambient Temperature Thr N21510 P520 YES...Enable Idle Shutdown Park Br N21430 N201 O.....Reserve Speed Limit Offset ( N21410 N202 0...Maxlmum Cycle Distance (N202 N21400 N203 2S2 Resene Speed Function Reset N21420 N206 10 Maximum Actne Distance (N20 N21340 P112 120 Hard Maximum Speed Limit (P1 N21550 P516 O Engine Load Threshold (P516) N21620 P173 60.,.Intermediate Ambient Tempera N21330 N207 O Expiration Distance (N207) N21500 N209 0 Expiration Distance (N209) 1,693 o 2091305 o o Price level.January 1, Deal: Printed On 3/15/201 U Engine Idle Shutdown Timer Enabled o Sill..Code .Std'Opt Description Weight$List 2091315 ooEnableElSTAmbientTempOVerruleo 2091372 Eff ElST NA Expiration Miles o o o2091640EffectiveVSlSettingNAo 2140200 S oCARSEngineIdlingCompliance PACCAR PX-7,PX-9 and MX,Cummins X15 and ISX diesel engines will include the required factory installed serialized sticker on the drivers door to identify them as meeting the NOx idling standard. o 2513060 S oPACCAR160AmpAlternator,Brushed o 2522110 S PACCAR 12V Starter,N/A PACCAR MX Engines PACCAR 12-\.()lt electrical system.With centralized power distribution incorporating plug-in style relays. Circuit protection for servceaoulty,12-\.()lt light system w/circuit protection circuits number &color coded. o o 2538030 S o2PACCARPremium12VStartingBatteries2000CCA Threaded stud type terminal.Stranded copper battery cables are double aught (OO)or larger to reduce resistance. o 2539410 0 2621030 0 2723210 S 2812140 0 2921160 S 2921210 S 2921310 S 3010400 0 3114270 S Battery Jumper Terminal Mounted Under Hood LH Frame Rail.Not available with PX-7 engines. 112 4 57 0 0 0 2,308 90 0 0 0 0 0 0 4 0 0 0 On/Off Fan Clutch 18.7 CFIIIlAir Compressor N/A X1S.Fumished on engine.Teflon lined stainless steel braided compressor discharge line. C-Brake By Jacobs,PX-9 Spin..()n FuellWater Separator No Fluid Heat Option for Fuel Filter No Electric Heat Option for Fuel Filter Engine Protection Shutdown Includes oil pressure,oil temperature,coolant temperature,and intake manifold temperature. High Efficiency Cooling System Cooling module is a combination of steel and aluminum components,with aluminum connections to maximize performance and cooling capability.Silicone radiator & heater hoses enhance value,durability,&reliability. Constant tension band clamps reduce leaks.ClimaTech extended life coolant extends maintenance intervals which reduces maintenance costs.Anti-freeze effective Price Level:January .2rJ1S, Deal: Printed On:3115!201fJ8:-1 '.~:~;4!~'J.!l $./es Code StdlOpt Description $List Weight to -30 degrees F helps protect the engine.Low coolant le~1 sensor wams of low coolant condition to prevent engine damage.Radiator Size by Model:579/367 FEPTO 1325 sq in,567/365/367:1440 sq in,365 FEPTO: 1184 sq in.389/367 HH:1669 sq in,348:1000 sq in,520:1242 s9 in.3211120 oSRadialSeal,Dry Type Air Cleaner,Frontal Air Intake.Molded rubber air intake connections with lined stainless steel clamps seal to prevent contaminantsinairintake. o 3365270 29oExhaustSingleRHSideofCab DPF/SCR right-hand Under Cab (2017).392 3381770 ooCurvedTipStandpipe(s)42 3387870 0 24"Ht,5"Dia Chrome,Clear Coat Standpipe(s)496 oTransmission&Equipment 4052230 o Allison 3500 RDS-PTransmission,Gan 5 Rugged Duty Series.Includes Rear Transmission Support except on MX engines,TranSynd Automatic Transmission Fluid,and Water Oil Heat Exchange.Also includes features that monitor the transmission fluid,filter and clutch condition.Will display percent life remaining for the transmission fluid,filter and clutches on the shift selector.This information may be displayed using the Mode and Up and Down buttons.A wrench icon will also be included to indicate when the transmission fluid,filter or clutches need serucing.(Suited for vehicles operating onloff highway andlor requiring PTO operation)Forward Ratios:Ist-4.59,2nd-2.25,3rd-1.54,4th-1.00,5th-0.75, 6th-O.65 I Re~rse Ratios:DR-{S.OO) 10,603 195 4211000 o 20SPL170HD·XLDriveline,1 Midship Bearing 357 4233030 o (1)Dash Mounted Single Acting Air PTC Control Standard with PTO engaged indicator light on Class 8 units.Occupies the space of one gauge.Specing PTO switch does not ensure the PTO 'Nil!fit. 56 o 4250650 o oLHPTCAccessDipstickTubeRouting,Allison Trans o 4252890 o o4252940o Allison FuelSense 2.0 Not Desired o o Allison Neutral At Stop Neutral at Stop Features and Benefits:Reduces or eliminates the load on the engine when vehicle is stopped,Can help lower fuel consumption and C02 emissions and is included in FuelSense 2.0 Plus and Max packages only. o 4256680 o Allison 6-8peed Configuration,Wide Ratio Gears o o PriceLevel:january 1.~:9 Deal: Printed On:3f15i2019 8:1 D -"1te r\t~ar21l 15 ~"(1·1~:j Y::-~,-l SttVOpt o DefICription lUst Weight 4256920 0 Dash Mounted Push Button Shifter Available with Allison Transmissions.628 4256990 0 Rolling Direction Change Shift Inhibit Feature Allison Transmissions.A programmable feature that keeps the transmission from shifting from Dri-.e to Re-.erse or from Re-.erse to Dri-.e abol.e a preset speed.This wireless function is enabled when a switch Is closed to complete the Circuit between input wire 101 and ground.Frequently the function is interfaced with a switch indicating activation of another vehicle function,such as application of the servce brakes.When the function is enabled,the TeM will recognize the request for a direction change shift,Reverse-to-Dnve or Drive-to- Reverse.If all other operating conditions are acceptable, the TCM will command the requested shift.The enable remains in effect until the switch is opened,followed by the selection of a different direction,Re-.erse or Drive,at the shift selector.This could be used for doc spotters and refuse.If the function is not enabled,any shift which results in a change of direction is inhibited. o o Air &Trailer Equipment 4510320 s o4520420o Bendix AD..tS Air Dryer with Heater And Coalescing Filter o o Pull Cords All Air Tanks 6 4540420 s oNylonChassisHoseo 4543320 S Steel Painted Air Tanks All air tanks are steel with painted finish except when Code 4543330 Polish Aluminum Air Tanks is also selected (then exposed air tanks outside the frame rails will be polished aluminum),Peterbilt will determine the optimal size and location ot required air tanks.Narratives requesting a specific air tank size or location will not be accepted for factory installation.See ECAT to determine number or location of air tanks installed. o o 4611930 0 4BodyConnections5'SOC Junction Box contains light and power circuits for Body Connections located 5'from BOC. 135 4612780 0 oA&E Conn EOF,7-Way Socket &4ft Additional Lines (coiled and strapped to frame.without gladhands) 240 4612800 0 Trailer Hand Valve with Column-Mounted Controls 97 11 Tires &Wheels 5069610 S FF:BR 14ply 295/75R22.5 R268 Ecopia R268 tread is not a Une Haul tire and is only for Pickup and Deli-.ery or Regional use. Diameter >40.3 inches;SLR ::18.8 inches o o Price Level January 1.2019 Deal: Printed On:5/20198:15'r-.fv1 SlIIes Gode StdlOpt 5169710 0 5190004 0 5221740 0 5321740 0 5390004 0 Fuel Tanks 5554040 o De!Jicript/on $List Weight 300 20 0 0 337 -44 674 -88 0 0 RR:BR 14ply 295/75R22.5 M760 Ecopia Diameter =40.7inches;SLR :::19.0inches Code-rear Tire Qty 04 FF:Alcoa 883677 22.5X8.25 Clean Buff FinishAluminum RR:Alcoa 883677 22.SXB.25 Clean Buff FinishAluminum Code-rear Rim Qty 04 26in Aluminum 50 Gallon Fuel Tank LH U/C Includes steps for cab access.Paddle handle filler cap With threadless filler neck.Top draw fuel plumbing reduces chance of introducing air into the fuel system during low fuel le'l.¬ lconditions due to the central placement of fuel pickup tube.Wire braid fuel lines increase durability &reduce potential for leaks. 3 ·119 5602050 o oLocationLHUlC50Gallono 5652850 o oPerforatedMetalAnti-5iphon Device(s) (Requires Engineenng review WithArctic Fox or Split FuelTanks) 51 5652900 o oDEFTankMountedLHUnderCab80 5652990 S Standard DEF to Fuel Ratio 2:1 Or Greater o o 5655019 0 DEF Tank Small -135 oBatteryBox&Bumper 6010800 o Install Batteries On Temp Plywood Support SOC Includes maximum length battery cables allowable per engine manufacture requirements.Recommend three or more batteries for Class 8. 94 ·97 6040550 S oAftertre·atment RH UlC AlumiNUM Non-5lip Cab Entry Step.DPFfSCR for diesel engines,catalyst for natural gas engines.On Models 579 specifying chassis fairings, the box 'Nill be aerodynamic. o 6121200 o o Cab &Equipment S6510110 Steel Styled Aero Bumper Chrome 2 Tow pins 266 Alum Cab 10Bin BBC Metton Hood w/Brig~t Crown Includes v,ew window RH door and eonvex mirror over RH door. oo 6540160 o 19ThermalInsulationPackageinCab. Includes thick,closed-cell foam in floor,special mylar- faced foam in walls and roof structure. 2 P,:,:c-e!evel:January 1~"._- '"'"al:U(;;.._'..{",~1.11-,Printed On:3/15/20 I::.'U 1,-, '41.COde Sid/Opt Description $List Weight6540720010"Extension for Ultra Day Cab 4,664 163Addadditional10"to the loadspace dimension-refer to the horizontal dimension workscreen.6911700 8 Peterbilt Ultra Ride Driver Seat 0 0 6921700 0 Peterbilt Ultra Ride Passenger Seat -163 0 6930500 0 Drivers Armrest·RH Only 40 2 6930590 0 Passenger Armrast .LH only 40 2RequiredwithE\()lution LX seats,optional with El.()lution8T8eats.6930800 0 Black Seat Color IPO Standard Color 0 0 6939400 0 Air Ride Driver 195 0 6939420 8 High Back Driver 0 0 6939470 8 Vinyl Driver 0 0 6939500 0 Air Ride Passenger 200 43 6939540 8 Low Back Passenger 0 0 6939570 8 Vinyl Passenger 0 0 7001520 0 Adjustable Steering Column -TiltfTelescope 113 11 7001620 S Steering Wheel With Peterbilt Logo 0 0SteeringWheelwithembossedPeterbiltlogooverhom button. 7036120 S Interior Grey/Black 0 0Includesruggedcharcoalinstrumentpanels,glare- resistant gray dash,black bezels on gauges,(2)power ports,monochromatic molded door pads with durable in- mold color,gray molded back wall,18 inch 4-spoke soft- touch steering wheel,soft-touch steering column cover, power lift passenger window,extruded rubber floor covering,header-mounted dome light.foot well lighting, integrated "dead pedal",(4)inside entry grab handles,(2) inside sunvsors.(2)coat hooks,(2)cup holders and map bin in dash, 7210420 0 Dark Window Tint IPO Standard Tint -Day Cab 21 0 7210540 8 Day Cab Rear Window 0 0 0 0723006081-Piece Curved Windshield 0 08ComboFreshAirHeater/Air Conditioner Price Level January 1.2019 _"unit;j\Jtlj'I'll),:,,:rDeal: Pr;'ltpd nrl'3f1Sf2019 g 'r):34 /:;,~it...-._"..-'•"f _'" Sales Code $List Weight With radiator mounted condenser,dedicated side window defrosters.Bi-Le-.el Heater/Defroster Controls,54,500 BTU/HR,and silicone heater hoses.7330700 6oPeterbiltComfortControl-Cab 21 7410040 o Outside Sunvisor -Stainless Steel Not available with 2.1M high roof sleeper.193 4 7511010 o Stainless Steel Mirrors 7x16 with Heat Element Right Click on Option to see Picture in Product Portfolio.72 2 o (2)Convex 8 Inch SSTL Mirrors Center mounted under mirror bracket.If rear 'view mirrors are heated.the comex mirrors will be heated.Optionincludesdualdoorstops. 7560850 240 4 7564110 0 7565180 0 7610020 0 7725710 0 7725715 0 7748140 0 7748500 0 7782230 0 Power Package Includes power door locks and power windows.343 o Polished Lower Mirror Bracket Covers 16 o (1)Air Horn 15"Painted Mounted under cab.172 8 Standard Speaker Package ForCab (2)Speakers 118 4 ConcertClass Without CD,Includes BT Phone and Audio,AM/FM,WB.USB and MP3.324 10 CB TerminalsIWiring Mounted Under Header 42 o CB Antenna Mounting.LH Mirror Available with Rami only on 1.9m.available without Rami on medium duty 47 1 Radio Antenna Mounted Logger Style Antenna Mounted LH on BOC In Place of Center Roof position on Comentional Models.Models 579 and 567 Antenna Mounted LH Roof In Place Of Center Roof position. 24 2 7850210 o oPlug"'n Auto Reset Circuit Breaker in place of fuses in Junction box 40 7851480 S 157851780o Peterbilt Electric Windshield Wipers With Intermittent Feature.o o CabMateCab Air Suspension Mfg by Link.The class 8 conventionars (except Model 348)includes (2)airbags,(2)shock absorbers,(1) lewling valw,radius rod,and height limiter.The Models 330,337,and 348 includes (1)airbag and (1}shock absorber. 766 7900090 o 13TriangleReflectorKit,Ship Loose 17 7900270 o 8FireExtinguisher,Cab Mounted Hazmat approved UL listed/rated ABC 54 7901140 o Backup Alarm (87.112 DB) Variable adjusting 53 6 ---~--..'~-__'_.-,Price Level:january 1 20E Deal: Printed On:3/15/2019 S:~'.,A /·t,;, S...Code StdlOpt Description Main Instrumentation Panel,Graphics Display Includes speedometer with tripodometer,tachometer with hourmeter and outside air temperature display,voltmeter, engine oil pressure,engine coolant temperature,fuel le~l,primary and secondary air pressure gauges. Includes standard warning light package:high water temperature,low oil pressure,and low air pressure warning lights w/audible alarms,high beam,turn signal, low fuel,parking brake,and ice warning indicators;seat belt reminder,rocker switches with long-life LED indicators;multi-function turn stalk with ftasn-to-pass feature (night mode flashes headlights and marker lights; day mode flashes headlights only),intermittent windshield wiper and headlamp beam control.Hydraulic braked trucks do not include air pressure gauges. su«Weight 13 0 0 0 0 0 50 0 0 0 8011400 o Main Transmission Oil Temperature Gauge Located in Dri~r Information Display 8021015 o Air Application Gauge Located in Driver Information Display 8021380 S Air Restriction Indicator Mounted on air cleaner.intake piping,or firewall. 8071340 o Bright Bezel Gauges 8071870 S 8072560 oo(1)Additional Dash Switch With Wiring Extra wire included at the switch.Availability subject to dash space. 46 8111110 osHeadlightsCompositeFenderMounted Integral park,tum,and side marker o 8120980 s (5)Marker Lights,Aero LED Light Emitting Diodes o o o8131130oSwitch&Wiring For FlO Fog/Road LightwloBumpercutouts 5 o8134070o(2)Addl Dome/Reading Lights,Ceiling Mounted 50 o8140120sIncandescentSquareStop/Tum/TaillBackup LH/RH Square EOF or Dropped A-Brace o 68152530o(2)Load Lights,Bracket Mounted Inboard Loc K Da Cab 172 Paint 8500710 o Standard Paint Color Selection ·200 o o8530770s(1)Color Axalta Two Stage -Cab/Hood Base Coat/Clear Coat N85020 A -L0006EY WHITE N85500 CAB ROOF L0006EY WHITEN85300FENDERL0006EYWHITEN85200FR.AME L0001EA BLACKN85400HOODTOPL0006EYWHITE o Price Level:January 1.GiS. Deal: Printed On:5i2019 .1) S1dIOpt Description $List Weight Shipping Destination 8999989 0 Shipping Destination To Dealership o o Options Not Subject To Discount 9400091 s Peterbilt Class 7 Standard Coverage 1 year/Unlimited Miles/km o o 9400094 s PACCAR PX·9Standard Coverage 2 yrs/250,000 mi (402,336 km)/6,250 hrs o o Miscellaneous 9409800 o 2017 EPA Emissions Engine Warranty Only o o 9409869 o Presentation Created With SmartSpec o o 9499990 o *TRUCK TO BE INVOICEDIN U.S.DOLLARS"o o Promotions Order Comments Total List Price (W/O Freight &Warranty &Surcharges) Marketing and Service Support Fee Prepaid Freight Total Surcharge/Options Not Subject To Discount $125,099 $375 $2,400 $0 Total Weight 10,927 Prices and Specifications Subjectto Change Without Notice. Unpublishedoptionsmayrequire reltiew/approvalDimensionalandperformancedataforunpublishedoptionsmayvaryfromthatdisplayed inCRM. PRICING DISCLAIMER While ~make every effort to maintain the ~b site to preserve pricing accuracy,prices are subject to change wthout notice.Although the infonnation in this price list is presented in good faith and believed to be correct at the time of printing,~make no representations or verremles as to the completeness or acc uracy of this information.We reserve the right to change,delete or otherWse modify the pricing infonnation viIich is represented herein wthout any prior notice.We carefully check pricing specifications,but occasionally errors can occur,therefor ~reserve the right to change such prices Vvithoutnotice.We disclaim all liability for any errors or omissionsin the materials.In no event Vvill\I1.e be responsible for any damages of any nature vnetsoever from the ---Pnce Level January 1 2019 Dea!: Printed On 3rl5f2019 8:ij'34 ,.;fvl Form C EXCEPTIONS TO PROPOSAL, TERMS, CONDlTIONS, AND SOLUTIONS REQUEST Company Name: 7 L Ht?&,f LL-C., l}g,; ///qy./~11q1 /J?r~ lt~~T Gf-n ,,/ Any exceptions to the rerms. conditions. specifications. or proposal forms contained in th is RFP must be noted in writing and included with th e Proposer·s response. The Proposer acknowledges that the exceptions lisred may or may not be accepted by NJPA or included in the linal contract. NJPA will make reasonable efforts co accommodate the listed exceptions and may clari f) the exceptions in 1he appropriate section below. Term. Condition. or NJf>A Sec tion/page Soccification Gxceolion ACCEPTS /J///f ffo1Jv fz;;/ 1:--t: /J ·--- ... -.. . ---. --- -... . -• --.-- -~ ----~ ·o --/) Proposer's Signature: 77~-~-Date: J J ->-/t -or ?--" c~ - NJPA's clarification on exceptions listed above: -----·- . ----- 36 FORMD Contract Award RFP #120716 Formal Offering of Proposal (To be completed only b) the Proposer) VEHICLES, CA RS, VANS. SUVs, AND LIGHT TRUCKS WITH RELATED EQU IPM ENT, ACCESSORIES, AND SERVICES In compliance with the Request fo r Proposal (RF P) for VEH ICLES. CA RS. VANS. SUVs, AND LIGHT TRUC KS WITH RELATED EQU IPMENT, ACCESSORIES. AND SER VICES. the undersigned warrants that the Proposer has exami ned this RFP and, being fa mi I iar with all of the instructions. terms and conditions. general and technical specifications, sales and service expectations, and any special terms. agrees to furnish the defined products and re lated services in full compliance with all term s and conditions of this RFP. any applicable amendments of this RFP, and all Proposer's response documentation. The Proposer further understands that it accepts the full responsibility as the sole sou rce of solutions proposed in this RFP response and that the Pro poser accepts res ponsibility for any subcontractors used to ful fi ll this proposal. 7 1 Hocf J...t c. 1 /JB#- Company Name: /V1>1>·.f 01Jq/ flv'ttt ./t..c« liffc,,/ Date: -~l~'h~-_.,.~_-_l~b _________ _ Company Address: 'ffo 19-t--Y--o C ~ar-etJ-/Jt/re:. City: {/V'q 'r:{ea vi 11 -e State: __ C.~lf __ Zip: Contact Person: __.7'--""~~.><'"'(:~~~-~?_P_t:?~/_-i::_I-____ Title: __ /~f-~~~-/~17!~--"q,_/'l~__,q~?~rf-_______ _ TYs:re coo/1=?) (Name printed or typed) 37 FORME CONTRACT ACCEPTANC E AND AWARD (Top portion of this form will be completed by NJP A if the vendor is awarded a contract. The vendor should complete the vendor authorized signatures as part of the RFP response.) NJPA Contract#: 120716-NAF Proposer's full legal name: 72 Hour LLC, dba National Auto Fleet Group Based on NJPA's evaluation of your proposal, you have been awarded a contract. As an awarded vendor, you agree to provide the products and services contained In your proposal and to meet all of the terms and conditions set forth In this RFP. In any amendments to this RFP, and in any exceptions that are accepted by NJPA. The effective date of the Contract wiil be January 17. 2017 and will expire on January 17, 2021 (no later than the later of four years from the expiration date of the currently awarded contract or four yea rs from the date that the NJPA Chief Procurement Officer awards the Contract). This Contract may be extended for a fifth year at NJPA 's discretion. NJPA Authorized Signatures: NJPA EXECUTIVE DIRECTOR/CEO SIGNATURE Awarded on January 16, 201 7 Vendor Authorized Signatures: Jeremy Schwartz (NAME PRINIED CR r(PE:Dt Chad Coouette (NAME PRINTED OR -f PED) NJPA Contract # 120716-NAF The Vendor hereby accepts this Contrac t award, including all acceptea exceptions and amendments. Vendor Name 77--f/p?J. J.;!,C-1 lf'q'l/fll'~q/ JIC::.70 .{/eer 61Pc I ----f+--'-!~~c: T #Jo/'lj~? ~/ JC'.5~C ? Pe>/e,f Executed on J -/ b . 2017 NJPA Contract # 120716-NAF Form F PROPOSER ASSURANCE OF COMPLIANCE Proposal Affidavit Signature Page PROPOSER'S AFFIDAVIT The undersigned, authorized representative of the entity submitting the foregoing proposal (the "Proposer"), swears that the following statements are true to the best of his or her knowledge. I. The Proposer is submitting its proposal under its true and correct name, the Proposer has been properly originated and legally exists in good standing in its state of residence, the Proposer possesses, or will possess before delivering any products and related services, all applicable licenses necessary for such delivery to NJPA members agencies. The undersigned affinns that he or she is authorized to act on behalf of, and to legally bind the Proposer to the tenns in this Contract. 2. The Proposer, or any person representing the Proposer, has not directly or indirectly entered into any agreement or arrangement with any other vendor or supplier, any official or employee of NJPA, or any person, finn, or corporation under contract with NJPA, in an effort to influence the pricing, tenns, or conditions relating to this RFP in any way that adversely affects the free and open competition for a Contract award under this RFP. 3. The Proposer has examined and understands the tenns, conditions, scope, contract opportunity, specifications request, and other documents in this solicitation and affirms that any and all exceptions have been noted in writing and have been included with the Proposer's RFP response. 4. The Proposer will, if awarded a Contract, provide to NJPA Members the /products and services in accordance with the terms, conditions, and scope of this RFP, with the Proposer-offered specifications, and with the other documents in this solicitation. 5. The Proposer agrees to deliver products and services through valid contracts, purchase orders, or means that are acceptable to NJPA Members. Unless otherwise agreed to, the Proposer must provide only new and first-quality products and related services to NJPA Members under an awarded Contract. 6. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 7. The Proposer understands that NJPA will reject RFP proposals that are marked "confidential" (or "nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statute § 13.591, Subd. 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals generally become public data. Minnesota Statute § 13.37 pennits only certain narrowly defined data to be considered a ''trade secret," and thus nonpublic data under Minnesota's Data Practices Act. 8. The Proposer understands that it is the Proposer's duty to protect information that it considers nonpublic, and it agrees to defend and indemnify NJPA for reasonable measures that NJPA takes to uphold such a data designation. (The rest of this page has been left intentionally blank. Signature page below) 39 By signing below, Proposer is acknowledging that he or she has read, understands, and agrees to comply with the terms and conditions specified above. Company Name: Address: '-/ qo ll-cto Ce/l~I OJ-)f/-c:. City/State/Zip: l/Yr:tJ{tJ//Vhlt: , C.# q,[0?6 7 Telephone Number: </.{.{ ~ 7-f 9 -6t' 7 2 E-mail Address: -:JCocl~f tr? 4qy/p17q/~?Tt!!>./-f~rr6fPC/'. C:.?>/?/ Authorized Signature: ~tG? ~ Authorized Name (prin~ Jl."?S..( t' C&Jp{rf'..? Ti~le: 19 f e-t::-Y-/hq//Qfl ·t!'/ Date: / 2 -1--I b Notarized A notary public or other officer compleflng this certtficate verifies only the ldenltty of the lndvlduol who sign<Jd the document to Which 1hls certltico1e is attached, and not 1he fruthtulness, accuracy, or validity of that document. Subscribed and sworn to before me this·---~--day of Notary Public in and for the County of kg '? fi-v1 ~~ -e..) De c~).,-<--,20 Lb ----- State of Cod '..{..:> V\.A.-. My commission expires: :::::::> CA..~ <>; ~ / ~ \ 1 Signature: CL>~ 40 FormP PROPOSER QUESTIONNAIRE Payment Terms, Warranty, Products and Services, Pricing and Delivery, and Industry-Specific Questions Proposer Name: National Auto Fleet Group Questionnaire completed by: Jesse Cooper ----------------- Payment Terms and Financing Options 1) What are your payment terms (e.g., net 10, net 30)? Net30 2) Do you provide leas ing or financing options, especially those options that schools and governmental entities may need to use in order to make certain acquisitions? Absolutely. We provide both municipal financing and municipal leasing available to all NJPA members in every state. We use National Cooperative Leasing, Diversi tied Leasing and N AFG Provided leasing options to al I NJPA Members. 3) Briefly describe your proposed order process. Please include enough detail to support your ability to report quarterly sales to NJPA. For example, indicate whethe r your dealer network is included in your response and whether each dealer (or some other entity) will process the NJPA Members' purchase orders. There are two methods. One is the electronic ordering process, where the member logs into our website located at www.nationalautofleetgroup.com, bui lds their desired vehic le to their specifications, and then electronically sends us a purchase order. The vehicle is delivered directly to the user's specified end-user address, then we FedEx the c ustomer all the appropriate documentations. The other method, should the customer not be comfortable with inrernet or the use of our website, i. where the member cats our toll-free number at 1-855-289-6572 and is greeted by one of our sales associates, who then create a quotation based on the customer's needs and either emails, faxes. or physically mails ir to the customer. The customer then sends us a purchase order. We then process the purchase order and deliver the vehicle to the customer' specified location. We have reported directly to NJPA for the last 22 consecutive quarters. 4) Do you accept the P-card procurement and payment process? If so, is there any additional cost to NJPA Members for using this process? Yes, we do accept the P-card procurement and payment process. and there is no additional cost for using it. Warranty 5) Describe in detail your manufac turer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may include in your response a copy of your warranties, but at a minimum please also answer the following questions. • Do your warranties cover all products, parts, and labor? • Do your warranties impose usage restrictions or other limitati ons that adversely affect coverage? • Do your warranties cover the expense of technicians' travel time and mileage to perform warranty repairs? • Are there any geographic regions of the United States for which you cannot provide a certified technician to perform warranty repairs? How will NJPA Members in these regions be provided service for warranty repair? • Will you cover warranty service for items made by other manufacturers that are part of your proposal, or are these warranties issues typically passed on to lhe original equipment manufacturer? • What are your proposed exchange and return programs and policies? The manufacturer's warranties are all written between the manufacturer and the NJPA member. Therefore, should a warranty repai r be required, the member merely neds to take the vehicle to the closest manufacturer franchise (i.e. Ford, Toyota etc.) If the vehic le is not drivable, the customer can notify us through our toll-free number at 1-855-289-6572 and we will have it towed to the nearest facility. All this is done at no cost to the member. There arc no conditions to qualify. Any new vehicle qualifies. The manufacturer's warranty does include labor and parts. Other than abuse, there are no restrictions or limitations that affect coverage. All warranty repairs are done in the manufac turer's facilities, this there is no travel time for technicians . Warranty repairs are al pe rformed in all 50 states, regardless of location. Any after-market accessories installed under our contract are covered by the wrilten warranty for both parts and labor for the after-market installe r, who provided them. There is no re turn policy. lf a vehicle is no longer needed by the member, a 25'k restocking charge can be imposed. 6) Describe any service contract options for the ite ms included in your proposal. We offer a multitude of service contracts and extended warranties, running all the way up to 250,000 miles. The cost, term, and coverage are determined by the mileage and term. Contact us directly for a quote. Pricing, Delivery, Audits, and Administrative Fee 7) Provide a general narrative description of the equipment/products and related services you are offering in your proposal. All o f our pricing, by manufacturer, is listed in the attached books 1-1 8, outlined in our price ummary along with our after market equipment categories. 8) Describe your pricing model (e.g .. line-item discounts or product-category discounts). Provide detailed pricing data (including standard or list pricing and the NJPA discounted price) on all of the items that you want NJPA to consider as part of your RFP response. Provide a SKU for each item in your proposal. (Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract. See the body of the RFP and the Price and Product Change Request Form for more de tail.) Utiliz ing a Percentage Off MSRP I LI ST method, NAFG can offer NJPA members discounts ranging from 25.86% down to I% across the 15 manufacturers depending on model. Please see Tab 2 as well as Attachment Book 2-18 for "Pricing." We detai l the addition o f All Factory Options and After Mark et Equipment. 9) Please quantify the discount range presented in this response. For example. indicate that the pricing in your response represents is a 50% percent discount from the MSRP or your published list. The percentage will vary on the very same product from state to stale as the discmrnt structure passed onto us by the nnanufac turcrs can vary from state to stale. Therefore, we have included in the 18 attachment A 's I Books the exact manufacturer's list price and our price side by side. This fixed pricing makes it easy to do price validations. In addition, all fac tory installed options can be added at fac tory invoice + 3% and all after-market accessories are offered at the up fitter's municipal pricing level which varies from 1-30% off of retail prices. All of our pricing is based on 2017 year model. Any subsequent year model in the contrac t will be a maximum of 3% more + any required governmental, safety, emissions requirement as mandated by the federal or Canadia n government. I 0) The pric ing offered in this proposal is __ a. the same as the Proposer typically offe rs lo an individual municipality, university, or school district. __ b. the same as the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments. __ c. better than the Proposer typicall y offers to GPOs, cooperative procurement organizations, or state purchasing departments. _x_ d. othe r than what the Proposer typically o ffers (please describe). Our bid price is the most competitive price on the marketplace. It is far lower than any indi vidual or other cooperati ves have available to them. We leverage our entire company-wide purchasing power to the benefit to the NJPA member. Last year alone, company-wide. we delivered over 34,000 vehicles, which is the driving force that allows us to obtain deep discounts from all original equipment manufacturers and deli ver the savings to the NJPA member. We don't think any other vendor can do that. I I) Describe any quantity or volume discounts or rebate programs that you offer. They are all included in our bid price. 12) Propose a method of facilitating "sourced" products or related services. which may be referred to as "ope n market" items or "nonstandard options". For example, you may supply such items "at cost" or "at cost plus a percentage," or you may supply a quote for each such request. Included in our bid are the base prices for all vehicles. Factory options can be added at +I 0%. All sourced goods are offered at the up fi tter's munic ipal pricing level which varies from 1-30«'.k off of retail prices. 13) Identify any total cost of acquisition costs that are NOT included in the pricing submitted with your response. This cost inc ludes all additional charges that are not directly identified as freight or shipping charges. For example, list costs for items like installation. set up, mandatory training, or initial in spection. Identify any parties that impose s uch costs and their rel ationship to the Proposer. There are no hidden or undisclosed costs in our proposal. All costs are legitimate and fully disclosed to the NJPA me mber. 14) If delivery or shipping is an additional cost to the NJPA Member. describe in detai l the complete shipping and delivery program. There is no additional cost. All shipping is included in the orig inal quote to the member. 15) Specifically describe those shipping and delivery programs for Alaska. Hawaii, Ca nada, or any offshore delivery. Shipping to Alaska or Hawaii can be one of two ways. Either from the assembly point di rectl y to the franchise dea ler in Alaska or Hawa ii, or if the NJPA member requires a lower 48 state specialized body install ation, then freight is calculated from the Port of Long Beach, Port of Los Angeles, or the Port of Seattle, Washington. lt is included in the original NJPA member quote. 16) Describe any unique distribution and/or delivery methods or options offered in yo ur proposal. To us, these are not uniq ue. We have been doing this for years, and we continue to do thi s every day. Our competitors do not have that advantage. 17) Please specifically describe any self-audit process or program that you plan to employ to verify compliance with your proposed Contract with NJPA. This process inc ludes ensuring that NJPA Members obtain the proper pricing, that the Vendor reports all sales under the Cont ract each quarter, and that the Vendor remits the proper admini strative fee to NJPA. We have an in-house fi nancial admini trator who monitors that on a daily basis. In addition, we bring in twice a year, Polmaris and Associates (an independent certified public accountant from Sacramento, Cali forni a) to review all payments and disbursements. 18) Identify a proposed administrative fee that you will pay to NJPA for facilitating, managing, and promoting the NJPA Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor's sales under the Contract or as a per-unit fee: it is not a line- item addition to the Member's cost of goods. (See RFP Section 6.29 and following for details.) l ) I% of the unit price is up to $700.00 other than ··related equipment" pa s through items 2) Total amount in any 12-month period will not exceed $4,500,000.00 in Admin istration Fees 3) NAFG reserves the right to waive all or in part the Admin Fee when faced with a large county of State competition and or faced with un usable circumstances. Industry-Specific Questions 19) Identify any features in your response that are different from your standard vehicle offering or that are unique to your proposal. Our propo al is unique primarily in the fac t that we are the only ones lhat have lhe order to deliver on line system available exclusively for your members. None of the other bids you are reviewing today can state that. 20) Demonstrate yo ur processes to handle vehicles on order with NJPA members that are subject to a recall or th at have open service campaigns. Our staff keeps a running list of open recalls by manufacturer. We cross check it on a weekly basis to try and ensure that none of your members receive a vehicle with an open our outstanding recall or campaign. 2 1) Demonstrate yo ur NJPA member communi cation processes from P.O. generation to the delivery of vehicle in order to meet member expectations. After the PO is issued to NAFG we send our client an order confirmation with an estimateJ time of arrival for the purchase. We give members the option of how frequently they would like updates on their vehicles, as well a~ communicating any complications along the way. Our staff communicates through any form that customers feel comfortable with, whether it is fax es. call s, or emails. When the vehicle is ready to be delivered, we give the customers advance notice to ensure they are ready to receive the vehicle. All vehicle paperwork documents are sent out via UPS , and tracking numbers are provided to the client. Signature: 1 National Joint Powers Alliance® (herein NJPA) REQUEST FOR PROPOSAL (herein RFP) for the procurement of VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES RFP Opening DECEMBER 8, 2016 8:30 a.m. Central Time At the offices of the National Joint Powers Alliance® 202 12th Street Northeast, Staples, MN 56479 RFP #120716 The National Joint Powers Alliance® (NJPA), on behalf of NJPA and its current and potential member agencies, which includes all governmental, higher education, K-12 education, not-for-profit, tribal government, and all other public agencies located in all fifty states, Canada, and internationally, issues this Request For Proposal (RFP) to result in a national contract solution for the procurement of #120716 VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES. Details of this RFP are available beginning October 21, 2016. Details may be obtained by letter of request to Jonathan Yahn, NJPA, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479, or by e-mail at RFP@njpacoop.org. Proposals will be received until December 7, 2016 at 4:30 p.m. Central Time at the above address and opened December 8, 2016 at 8:30 a.m. Central Time. RFP Timeline October 21, 2016 Publication of RFP in the print and online version of USA Today, in the print and online version of the Salt Lake Tribune within the State of Utah, in the print and online version of the Daily Journal of Commerce within the State of Oregon (note to OR entities: this pertains to http://www.njpacoop.org/oregon-advertising), in the print and online version of The State within the State of South Carolina, the NJPA website, MERX, Noticetobidders.com, PublicPurchase.com, Biddingo, and Onvia. November 16, 2016Pre-Proposal Conference (the webcast/conference call). The 10:00 a.m. CT connection information will be sent to all inquirers two business days before the conference. November 30, 2016Deadline for RFP questions. December 7, 2016 Deadline for Submission of Proposals. Late responses will be 4:30 p.m. CT returned unopened. December 8, 2016 Public Opening of Proposals. 8:30 a.m. CT Direct questions regarding this RFP to: Jonathan Yahn at jonathan.yahn@njpacoop.org or (218)895-4144. 2 TABLE OF CONTENTS 1. DEFINITIONS A. Contract B. Proposer C. Sourced Good of Open Market Item D. Vendor 2. ADVERTISEMENT OF RFP 3. INTRODUCTION A. About NJPA B. Joint Exercise of Powers Laws C. Why Respond to a National Cooperative Procurement Contract D. The Intent of This RFP E. Scope of This RFP F. Expectations for Equipment/Products and Services Being Proposed G. Solutions Based Solicitation 4. INSTRUCTIONS FOR PREPARING YOUR PROPOSAL A. Inquiry Period B. Pre-Proposal Conference C. Identification of Key Personnel D. Proposer’s Exceptions to Terms and Conditions E. Proposal Format F. Questions & Answers About This RFP G. Modification or Withdrawal of a Submitted Proposal H. Proposal Opening Procedure I. NJPA’s Rights Reserved 5. PRICING A. Line-Item Pricing B. Percentage Discount From Catalog or Category C. Cost Plus a Percentage of Cost D. Hot List Pricing E. Ceiling Price F. Volume Price Discounts/ Additional Quantities G. Total Cost of Acquisition H. Sourced Equipment/Products/ Open Market Items I. Price and Product Changes J. Payment Terms K. Sales Tax L. Shipping 6. EVALUATION OF PROPOSALS A. Proposal Evaluation Process B. Proposer Responsiveness C. Proposal Evaluation Criteria D. Other Consideration E. Cost Comparison F. Marketing Plan G. Certificate Of Insurance H. Order Process and/or Funds Flow I. Administrative Fees J. Value Added K. Waiver of Formalities 7. POST AWARD OPERATING ISSUES A. Subsequent Agreements B. NJPA Member Sign-up Procedure C. Reporting of Sales Activity D. Audits E. Hub Partner F. Trade-Ins G. Out of Stock Notification H. Termination of a Contract resulting from this RFP 8. GENERAL TERMS AND CONDIITONS A. Advertising a Contract Resulting From This RFP B. Applicable Law C. Assignment of Contract D. List of Proposers E. Captions, Headings, and Illustrations F. Data Practices G. Entire Agreement H. Force Majeure I. Gratuities J. Hazardous Substances K. Licenses L. Material Suppliers and Sub-Contractors M. Non-Wavier of Rights N. Protests of Awards Made O. Suspension or Disbarment Status P. Affirmative Action and Immigration Status Certification Q. Severability R. Relationship of Parties 9. FORMS 10. PRE-SUBMISSION CHECKLIST 11. PRICE & PRODUCT CHANGE REQUEST FORM 12. APPENDIX A 3 1 DEFINITIONS A. CONTRACT Contract means this RFP, current pricing information, fully executed Forms C, D, F, & P from the Proposer’s response pursuant to this RFP, and a fully executed Form E (“Acceptance and Award”) with final terms and conditions. Form E will be executed after a formal award and will provide final clarification of terms and conditions of the award. B. PROPOSER A Proposer is a company, person, or entity delivering a timely response to this RFP. This RFP may also use the terms “respondent” or “proposed Vendor,” which is interchangeable with Proposer as the context allows. C. SOURCED GOOD or OPEN MARKET ITEM A Sourced Good or Open Market Item is a product within the RFP’s scope 1) that is not currently available under the Vendor’s NJPA contract, 2) that a member wants to buy under contract from an awarded Vendor, and 3) that is generally deemed incidental to the total transaction or purchase of contract items. D. VENDOR A Proposer whose response has been awarded a contract pursuant to this RFP. 4 2 ADVERTISEMENT OF RFP 2.1 NJPA advertises this solicitation: 1) in the hard copy print and online editions of the USA Today; 2) once each in Oregon’s Daily Journal of Commerce, South Carolina’s The State and Utah’s Salt Lake Tribune; 3) on NJPA’s website; and 4) on other third-party websites deemed appropriate by NJPA. Other third-party advertisers may include Onvia, PublicPurchase.com, MERX, and Biddingo. 2.2 NJPA also notifies and provides solicitation documentation to each state-level procurement departments for possible re-posting of the solicitation within their systems and at their option for future use and to meet specific state requirements. 3 INTRODUCTION A. ABOUT NJPA 3.1 The National Joint Powers Alliance® (NJPA) is a public agency serving as a national municipal contracting agency established under the Service Cooperative statute by Minnesota Legislative Statute §123A.21 with the authority to develop and offer, among other services, cooperative procurement services to its membership. Eligible membership and participation includes states, cities, counties, all government agencies, both public and non-public educational agencies, colleges, universities and non-profit organizations. 3.2 Under the authority of Minnesota state laws and enabling legislation, NJPA facilitates a competitive solicitation and contracting process on behalf of the needs of itself and the needs of current and potential member agencies nationally. This process results in national procurement contracts with various Vendors of products/equipment and services which NJPA Member agencies desire to procure. These procurement contracts are created in compliance with applicable Minnesota Municipal Contracting Laws. A complete listing of NJPA cooperative procurement contracts can be found at www.njpacoop.org. 3.3 NJPA is a public agency governed by publicly elected officials that serve as the NJPA Board of Directors. NJPA’s Board of Directors oversees and authorizes the calls for all new proposals and holds those resulting Contracts for the benefit of its own and its Members use. 3.4 NJPA currently serves over 50,000 member agencies nationally. Both membership and utilization of NJPA contracts continue to expand, due in part to the increasing acceptance of Cooperative Purchasing throughout the government and education communities nationally. B. JOINT EXERCISE OF POWERS LAWS 3.5 NJPA cooperatively shares those contracts with its Members nationwide through various Joint Exercise of Powers Laws or Cooperative Purchasing Statutes established in Minnesota, other states and Canadian provinces. The Minnesota Joint Exercise of Powers Law is Minnesota Statute §471.59 which states “Two or more governmental units…may jointly or cooperatively exercise any power common to the contracting parties…” This Minnesota Statute allows NJPA to serve Member agencies located in all other states. Municipal agencies nationally can participate in cooperative purchasing activities under their own state law. These laws can be found on our website at http://www.njpacoop.org/national-cooperative-contract-solutions/legal-authority/. C. WHY RESPOND TO A NATIONAL COOPERATIVE PROCUREMENT CONTRACT 3.6 National Cooperative Procurement Contracts create value for Municipal and Public Agencies, as well as for Vendors of products/equipment and services in a variety of ways: 5 3.6.1 National cooperative contracts potentially save time and effort for municipal and public agencies, who otherwise would have to solicit vendor responses to individual RFPs, resulting in individual contracts, to meet the procurement needs of their respective agencies. Considerable time and effort is also potentially saved by the Vendors who would have had to otherwise respond to each of those individual RFPs. A single, nationally advertised RFP, resulting in a single, national cooperative contract can potentially replace thousands of individual RFPs for the same equipment/products/services that might have been otherwise advertised by individual NJPA member agencies. 3.6.2 NJPA contracts offer our Members nationally leveraged volume purchasing discounts. Our contract terms and conditions offer the opportunity for Vendors to recognize individual member procurement volume commitment through additional volume based contract discounts. 3.7 State laws that permit or encourage cooperative purchasing contracts do so with the belief that cooperative efficiencies will result in lower prices, better overall value, and considerable time savings. 3.8 The collective purchasing power of thousands of NJPA Member agencies nationwide offers the opportunity for volume pricing discounts. Although no sales or sales volume is guaranteed by an NJPA Contract resulting from this RFP, substantial volume is anticipated and volume pricing is requested and justified. 3.9 NJPA and its Members desire the best value for their procurement dollar as well as a competitive price. Vendors have the opportunity to display and highlight value-added attributes of their company, equipment/products and services without constraints of a typical individual proposal process. D. THE INTENT OF THIS RFP 3.10. National contract awarded by NJPA: NJPA seeks the most responsive and responsible Vendor relationship(s) to reflect the best interests of NJPA and its Member agencies. Through a competitive proposal and evaluation process, the NJPA Proposal Evaluation Committee recommends vendors for a national contract awarded by the action of the NJPA Chief Procurement Officer. NJPA’s primary intent is to establish and provide a national cooperative procurement contract that offer opportunities for NJPA and our current and potential Member agencies throughout the United States and Canada to procure quality product/equipment and services as desired and needed. The contracts will be marketed nationally through a cooperative effort between the awarded vendor(s) and NJPA. Contracts are expected to offer price levels reflective of the potential and collective volume of NJPA and the nationally established NJPA membership base. 3.11 Beyond our primary intent, NJPA further desires to: 3.11.1 Award a four-year contract with a fifth-year contract option resulting from this RFP. Any fifth-year extension is exercised at NJPA’s discretion and results from NJPA’s contracting needs or from Member requests; this extension is not intended merely to accommodate an awarded Vendor’s request. If NJPA grants a fifth-year extension, it may also terminate the contract (or cause it to expire) within the fifth year if the extended contract is replaced by a resolicited or newly solicited contract. In exigent circumstances, NJPA may petition NJPA’s Board of Directors to extend the contract term beyond five years. This rarely used procedure should be employed only to avoid a gap in contract coverage while a replacement contract is being solicited; 3.11.2 Offer and apply any applicable technological advances throughout the term of a contract resulting from this RFP; 6 3.11.3 Deliver “Value Added” aspects of the company, equipment/products and services as defined in the “Proposer’s Response”; 3.11.4 Deliver a wide spectrum of solutions to meet the needs and requirements of NJPA and NJPA Member agencies; and 3.11.5 Award an exclusive contract to the most responsive and responsible vendor when it is deemed to be in the best interest of NJPA and the NJPA Member agencies. 3.12 Exclusive or Multiple Awards: Based on the scope of this RFP and on the responses received, NJPA may award either an exclusive contract or multiple contracts. In some circumstances, a single national supplier may best meet the needs of NJPA Members; in other situations, multiple vendors may be in the best interests of NJPA and the NJPA Members and preferred by NJPA to provide the widest array of solutions to meet the member agency’s needs. NJPA retains sole discretion to determine which approach is in the best interests of NJPA Member agencies. 3.13 Non-Manufacturer Awards: NJPA reserves the right to make an award under this RFP to a non- manufacturer or dealer/distributor if such action is in the best interests of NJPA and its Members. 3.14 Manufacturer as a Proposer: If the Proposer is a manufacturer or wholesale distributor, the response received will be evaluated on the basis of a response made in conjunction with that manufacturer’s authorized dealer network. Unless stated otherwise, a manufacturer or wholesale distributor Proposer is assumed to have a documented relationship with their dealer network where that dealer network is informed of, and authorized to accept, purchase orders pursuant to any Contract resulting from this RFP on behalf of the manufacturer or wholesale distributor Proposer. Any such dealer will be considered a sub-contractor of the Proposer/Vendor. The relationship between the manufacturer and wholesale distributor Proposer and its dealer network may be proposed at the time of the submission if that fact is properly identified. 3.15 Dealer/Reseller as a Proposer: If the Proposer is a dealer or reseller of the products and/or services being proposed, the response will be evaluated based on the Proposer’s authorization to provide those products and services from their manufacturer. When requested by NJPA, Proposers must document their authority to offer those products and/or services. E. SCOPE OF THIS RFP 3.16 Scope: The scope of this RFP is to award a contract to a qualifying vendor defined as a manufacturer, provider, or dealer/distributor, established as a Proposer, and deemed responsive and responsible through our open and competitive proposal process. Vendors will be awarded contracts based on the proposal and responders demonstrated ability to meet the expectations of the RFP and demonstrate the overall highest valued solutions which meet and/or exceed the current and future needs and requirements of NJPA and its Member agencies nationally within the scope of VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES. 3.17 Additional Scope Definitions: For purposes of the scope of this solicitation: 3.17.1 In addition to VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES, this solicitation should be read to include, but not to be limited to: 3.17.1.1 Automobile Category: mini, subcompact, compact, coupe, sedan, gas, diesel, hybrid, electric, alternative fuel Utility Category: two-wheel drive, four-wheel drive, gas, diesel, hybrid, electric, alternative fuel Van Category: cargo, passenger, gas, diesel, hybrid, electric, alternative fuel 7 Police, Safety and Rescue Category: mini, subcompact, compact, coupe, sedan, van, utility, truck, motorcycle, gas, diesel, hybrid, electric, alternative fuel Truck Category: half ton, three-quarter ton, one ton, gas, diesel, hybrid, electric, alternative fuel. 3.17.2 NJPA reserves the right to limit the scope of this solicitation for NJPA and current and potential NJPA member agencies. 3.17.2.1 RFP respondents may include in their response vehicles that are larger than the vehicles listed in Section 3.17.1.1 above, provided that these offerings are merely complementary to the respondent’s primary offering. Respondents may include “related equipment, accessories, and services” in their response to the extent that these solutions are an incidental portion of their proposal. The primary focus of this solicitation is on vehicles, cars, vans, SUVs, and light trucks and not on a respondent’s ability to provide turnkey solutions by upfitting for a particular purpose. This RFP should NOT be construed to include responses that contain school buses or city transit vehicles. Any portions of a response including such solutions will be disregarded. 3.18 Overlap of Scope: When considering equipment/products/services, or groups of equipment/ products/services submitted as a part of your response, and whether inclusion of such will fall within a “Scope of Proposal,” please consider the validity of an inverse statement. 3.18.1 For example, pencils and post-it-notes can generally be classified as office supplies and office supplies generally include pencils and post-it-notes. 3.18.2 In contrast, computers (PCs and peripherals) can generally be considered office supplies; however, the scope of office supplies does not generally include computer servers and infrastructure. 3.18.3 In conclusion: With this in mind, individual products and services must be examined individually by NJPA, from time to time and in its sole discretion, to determine their compliance and fall within the original “Scope” as intended by NJPA. 3.19 Best and Most Responsive – Responsible Proposer: It is the intent of NJPA to award a Contract to the best and most responsible and responsive Proposer(s) offering the best overall quality and selection of equipment/products and services meeting the commonly requested specifications of the NJPA and NJPA Members, provided the Proposer’s Response has been submitted in accordance with the requirements of this RFP. Qualifying Proposers who are able to anticipate the current and future needs and requirements of NJPA and NJPA member agencies; demonstrate the knowledge of any and all applicable industry standards, laws and regulations; and possess the willingness and ability to distribute, market to and service NJPA Members in all 50 states are preferred. NJPA requests proposers submit their entire product line as it applies and relates to the scope of this RFP. 3.20 Sealed Proposals: NJPA will receive sealed proposal responses to this RFP in accordance with accepted standards set forth in the Minnesota Procurement Code and Uniform Municipal Contracting Law. Awards may be made to responsible and responsive Proposers whose proposals are determined in writing to be the most advantageous to NJPA and its current or qualifying future NJPA Member agencies. 3.21 Use of Contract: Any Contract resulting from this solicitation shall be awarded with the understanding that it is for the sole convenience of NJPA and its Members. NJPA and/or its members reserve the right to 8 obtain like equipment/products and services solely from this contract or from another contract source of their choice or from a contract resulting from their own procurement process. 3.22 Awarded Vendor’s interest in a contract resulting from this RFP: Awarded Vendors will be able to offer to NJPA, and current and potential NJPA Members, only those products/equipment and services specifically awarded on their NJPA Awarded Contract(s). Awarded Vendors may not offer as “contract compliant,” products/equipment and services which are not specifically identified and priced in their NJPA Awarded Contract. 3.23 Sole Source of Responsibility- NJPA desires a “Sole Source of Responsibility” Vendor. This means that the Vendor will take sole responsibility for the performance of delivered equipment/products/ services. NJPA also desires sole responsibility with regard to: 3.23.1 Scope of Equipment/Products/Services: NJPA desires a provider for the broadest possible scope of products/equipment and services being proposed over the largest possible geographic area and to the largest possible cross-section of NJPA current and potential Members. 3.23.2 Vendor use of sub-contractors in sourcing or delivering equipment/product/services: NJPA desires a single source of responsibility for equipment/products and services proposed. Proposers are assumed to have sub-contractor relationships with all organizations and individuals whom are external to the Proposer and are involved in providing or delivering the equipment/products/services being proposed. Vendor assumes all responsibility for the equipment/products/services and actions of any such Sub- Contractor. Suggested Solutions Options include: 3.24.1 Multiple solutions to the needs of NJPA and NJPA Members are possible. Examples could include: 3.24.1.1 Equipment/Products Only Solution: Equipment/Products Only Solution may be appropriate for situations where NJPA or NJPA Members possess the ability, either in- house or through local third party contractors, to properly install and bring to operation those equipment/products being proposed. 3.24.1.2 Turn-Key Solutions: A Turn-Key Solution is a combination of equipment/products and services that provides a single price for equipment/products, delivery, and installation to a properly operating status. Generally this is the most desirable solution because NJPA and NJPA Members may not possess, or desire to engage, personnel with the necessary expertise to complete these tasks internally or through other independent contractors 3.24.1.3 Good, Better, Best: Where appropriate and properly identified, Proposers may offer the choice “of good, better, best” multiple-grade solutions to meet NJPA Members’ needs. 3.24.1.4 Proven – Accepted – Leading-Edge Technology: Where appropriate and properly identified, Proposers may provide a spectrum of technology solutions to complement or enhance the proposed solutions to meet NJPA Members’ needs. 3.24.2 If applicable, Contracts will be awarded to Proposer(s) able to deliver a proposal meeting the entire needs of NJPA and its Members within the scope of this RFP. NJPA prefers Proposers submit their complete product line of products and services described in the scope of this RFP. NJPA reserves the right to reject individual, or groupings of specific equipment/products and services proposals as a part of the award. 9 3.25 Geographic Area to be Proposed: This RFP invites proposals to provide VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES to NJPA and NJPA Members throughout the entire United States and possibly internationally. Proposers will be expected to express willingness to explore service to NJPA Members located abroad; however the lack of ability to serve Members outside of the United States will not be cause for non-award. The ability and willingness to serve Canada, for instance, will be viewed as a value-added attribute. 3.26 Contract Term: At NJPA’s option, a Contract resulting from this RFP will become effective either on the date awarded by the NJPA Board of Directors or on the day following the expiration date of an existing NJPA procurement contract for the same or similar product/equipment and services. 3.26.1 NJPA is seeking a Contract base term of four years as allowed by Minnesota Contracting Law. Full term is expected. However, one additional one-year renewal/extension may be offered by NJPA to Vendor beyond the original four year term if NJPA deems such action to be in the best interests of NJPA and its Members. NJPA reserves the right to conduct periodic business reviews throughout the term of the contract. 3.27 Minimum Contract Value: NJPA anticipates considerable activity resulting from this RFP and subsequent award; however, no commitment of any kind is made concerning actual quantities to be acquired. NJPA does not guarantee usage. Usage will depend on the actual needs of the NJPA Members and the value of the awarded contract. 3.28 [This section is intentionally blank.] 3.29 Contract Availability: This Contract must be available to all current and potential NJPA Members who choose to utilize this NJPA Contract to include all governmental and public agencies, public and private primary and secondary education agencies, and all non-profit organizations nationally. 3.30 Proposer’s Commitment Period: In order to allow NJPA the opportunity to evaluate each proposal thoroughly, NJPA requires any response to this solicitation be valid and irrevocable for ninety (90) days after the date proposals are opened. F. EXPECTATIONS FOR EQUIPMENT/PRODUCTS AND SERVICES BEING PROPOSED 3.31 Industry Standards: Except as contained herein, the specifications or solutions for this RFP shall be those accepted guidelines set forth by the VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES industry, as they are generally understood and accepted within that industry across the nation. Submitted products/equipment, related services and accessories, and their warranties and assurances are required to meet and/or exceed all current, traditional and anticipated standards, needs, expectations, and requirements of NJPA and its Members. 3.31.1 Deviations from industry standards must be identified by the Proposer and explained how, in their opinion, the equipment/products and services they propose will render equivalent functionality, coverage, performance, and/or related services. Failure to detail all such deviations may comprise sufficient grounds for rejection of the entire proposal. 3.31.2 Technical Descriptions/Specifications. Excessive technical descriptions and specifications that unduly enlarge the proposal response may cause NJPA to reduce the evaluation points awarded on Form G. Proposers must supply sufficient information to: 3.31.2.1 demonstrate the Proposer’s knowledge of industry standards and Member agency needs and expectations; 10 3.31.2.2 identify the equipment/products and services being proposed as applicable to the needs and expectations of NJPA Member agencies; and 3.31.2.3 differentiate equipment/products and services from other industry manufacturers and providers. 3.32 New Current Model Equipment/Products: Proposals submitted shall be for new, current model equipment/products and services with the exception of certain close-out products allowed to be offered on the Proposer’s “Hot List” described herein. 3.33 Compliance with laws and standards: All items supplied on this Contract shall comply with any current applicable safety or regulatory standards or codes. 3.34 Delivered and operational: Products/equipment offered herein are to be proposed based upon being delivered and operational at the NJPA Member’s site. Exceptions to “delivered and operational” must be clearly disclosed in the “Total Cost of Acquisition” section of the proposal. 3.35 Warranty: The Proposer warrants that all products, equipment, supplies, and services delivered under this Contract shall be covered by the industry standard or better warranty. All products and equipment should carry a minimum industry standard manufacturer’s warranty that includes materials and labor. The Proposer has the primary responsibility to submit product specific warranty as required and accepted by industry standards. Dealer/Distributors agree to assist the purchaser in reaching a solution in a dispute over warranty’s terms with the manufacturer. Any manufacturer’s warranty that is effective past the expiration of the warranty will be passed on to the NJPA member. Failure to submit a minimum warranty may result in non-award. 3.36 Additional Warrants: The Proposer warrants that all products/equipment and related services furnished hereunder will be free from liens and encumbrances; defects in design, materials, and workmanship; and will conform in all respects to the terms of this RFP including any specifications or standards. In addition, Proposer/Vendor warrants the products/equipment and related services are suitable for and will perform in accordance with the ordinary use for which they are intended. G. SOLUTIONS-BASED SOLICITATION 3.37 The NJPA solicitation and contract award process is not based on detailed specifications. Instead, this RFP is a “Solutions-Based Solicitation.” NJPA expects respondents to understand and anticipate the current and future needs of NJPA and its members—within the scope of this RFP—and to propose solutions that are commonly desired or required by law or industry standards. Proposal will be evaluated in part on your demonstrated ability to meet or exceed the needs and requirements of NJPA and our member agencies within the defined scope of this RFP. 3.38 While NJPA does not typically provide product and service specifications, the RFP may contain scope refinements and industry-specific questions. Where specific items are specified, those items should be considered the minimum required, which the proposal can exceed in order to meet Members’ needs. NJPA may award all of the respondent’s proposal or may limit the award to a subset of the proposal. 4 INSTRUCTIONS FOR PREPARING YOUR PROPOSAL A. INQUIRY PERIOD 4.1 The inquiry period begins on the date of first advertisement and continues until to the Deadline for Submission.” RFP packages will be distributed to potential Vendors during the inquiry period. B. PRE-PROPOSAL CONFERENCE 11 4.2 A pre-proposal conference will be held at the date and time specified in the timeline on page one of this RFP. Conference information will be sent to all potential Proposers, and attendance is optional. The purpose of this conference is to allow potential Proposers to ask questions regarding this RFP and NJPA’s competitive contracting process. Only answers issued in writing by NJPA to questions asked before or during the pre-proposal conference are binding on the parties to an awarded contract. C. IDENTIFICATION OF KEY PERSONNEL 4.3 Awarded Vendors will designate one senior staff member to represent the Vendor to NJPA. This contact person will correspond with members for technical assistance, questions, or concerns that may arise, including instructions regarding different contacts for different geographical areas or product lines. 4.4 These designated individuals should also act as the primary contact for marketing, sales, and any other area deemed essential by the Proposer and NJPA. D. PROPOSER’S EXCEPTIONS TO TERMS AND CONDITIONS 4.5 Any exceptions, deviations, or contingencies regarding this RFP that a Proposer requests must be documented on Form C, Exceptions To Proposal, Terms, Conditions And Solutions Request. 4.6 Exceptions, deviations or contingencies requested in the Proposer’s response, while possibly necessary in the view of the Proposer, may result in lower scoring or disqualification of a proposal. E. PROPOSAL FORMAT 4.7 All Proposers must examine the entire RFP package to seek clarification of any item or requirement that may not be clear and to check all responses for accuracy before submitting a proposal. 4.8 All proposals must be properly labeled and sent to “The National Joint Powers Alliance, 202 12th Street NE Staples, MN 56479.” 4.9 All proposals must be physically delivered to NJPA at the above address with all required hard copy documents and signature forms/pages inserted as loose pages at the front of the Vendor’s response. The proposal must include these items. 4.9.1 Hard copy original of completed, signed, and dated Forms C, D, F; hard copy of the signed signature-page only from Forms A and P from this RFP; 4.9.2 Signed hard copies of all addenda issued for the RFP; 4.9.3 Hard copy of Certificate of Insurance verifying the coverage identified in this RFP; and 4.9.4 A complete copy of your response on a flash drive (or other approved electronic means). The electronic copy must contain completed Forms A, B, C, D, F, and P, your statement of products and pricing (including apparent discount), and all appropriate attachments. In order to ensure that your full response is evaluated, you must provide an electronic version of any material that you provide in a hard copy format. As a public agency, NJPA’s proposals, responses, and awarded contracts are a matter of public record, except for such data that is classified as nonpublic. Accordingly, public data is available for review through a properly submitted public records request. To redact nonpublic information from your proposal (under Minnesota Statute §13.37), you must make your request within thirty (30) days of the contract award or non-award date. 12 4.10 All Proposal forms must be submitted in English and must be legible. All appropriate forms must be executed by an authorized signatory of the Proposer. Blue ink is preferred for signatures. 4.11 Proposal submissions should be submitted using the electronic forms provided. Proposers that use alternative documents are responsible for ensuring that the content is substantially similar to the NJPA form and that the document is readable by NJPA. 4.12 The Proposer must ensure that the proposal is in the physical possession of NJPA before the submission deadline. 4.12.1 Proposals must be submitted in a sealed envelope or box properly addressed to NJPA and prominently identifying the proposal number, proposal category name, the message “Hold for Proposal Opening,” and the deadline for proposal submission. NJPA is not responsible for untimely proposals. Proposals received by the deadline for proposal submission will be opened and the name of each Proposer and other appropriate information will be publicly read. 4.13 Proposers are responsible for checking directly with the NJPA website for any addendums to this RFP. Addendums to this RFP can change the terms and conditions of the RFP, including the proposal submission deadline. F. QUESTIONS AND ANSWERS ABOUT THIS RFP 4.14 Upon examination of this RFP document, Proposer should promptly notify NJPA of any ambiguity, inconsistency, or error they may discover. Interpretations, corrections, and changes to this RFP will be considered by NJPA through a written addendum. Interpretations, corrections, or changes that are made in any other manner are not binding, and Proposers must not rely on them. 4.15 Submit all questions about this RFP, in writing, referencing VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES to Jonathan Yahn at NJPA 202 12th Street NE, Staples, MN 56479 or to RFP@njpacoop.org. You may also call Jonathan Yahn at (218) 895-4144. NJPA urges potential Proposers to communicate all concerns well in advance of the submission deadline to avoid misunderstandings. Questions received within seven (7) days before the submission deadline generally cannot be answered. NJPA may, however, field purely procedural questions, questions about NJPA-issued addenda, or questions involving a Proposer withdrawing its response before the RFP submission deadline. 4.16 If NPJA deems that its answer to a question has a material impact on other potential Proposers or on the RFP itself, NJPA will create an addendum to this RFP. 4.17 If NJPA deems that its answer to a question merely clarifies the existing terms and conditions and does not have a material impact on other potential Proposers or the RFP itself, no further documentation of that question is required. 4.18 Addenda are written instruments issued by NJPA that modify or interpret the RFP. All addenda issued by NJPA become a part of the RFP. Addenda will be delivered to all Potential Proposers using the same method of delivery of the original RFP material. NJPA accepts no liability in connection with the delivery of any addenda. Copies of addenda will also be made available on the NJPA website at www.njpacoop.org (under “Current and Pending Solicitations”) and from the NJPA offices. All Proposers must acknowledge their receipt of all addenda in their proposal response. 4.19 Any amendment to a submitted proposal must be in writing and must be delivered to NJPA by the RFP submission deadline. 4.20 through 4.21 [These sections are intentionally blank.] 13 G. MODIFICATION OR WITHDRAWAL OF A SUBMITTED PROPOSAL 4.22 A submitted proposal must not be modified, withdrawn, or cancelled by the Proposer for a period of ninety (90) days following the date proposals were opened. Before the deadline for submission of proposals, any proposal submitted may be modified or withdrawn by notice to the NJPA Contracts and Compliance Manager. Such notice must be submitted in writing and must include the signature of the Proposer. The notice must be delivered to NJPA before the deadline for submission of proposals and must be so worded as not to reveal the content of the original proposal. The original proposal will not be physically returned to the potential Proposer until after the official proposal opening. Withdrawn proposals may be resubmitted up to the time designated for the receipt of the proposals if they fully conform with the proposal instructions. H. PROPOSAL OPENING PROCEDURE 4.23 Sealed and properly identified responses for this RFP entitled VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES will be received by Jonathan Yahn, Contracts and Compliance Manager, at NJPA Offices, 202 12th Street NE, Staples, MN 56479 until the deadline identified on page one of this RFP. All Proposal responses must be submitted in a sealed package. The outside of the package must plainly identify VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES and the RFP number. To avoid premature opening, the Proposer must label the Proposal response properly. NJPA documents the receipt of proposals by immediately time- and date-stamping them with an atomic clock. At the time of the public opening, the NJPA Director of Contracts and Marketing or a representative from the NJPA Proposal Evaluation Committee will read the Proposer’s names aloud and will determine whether each submission has met Level-1 responsiveness. I. NJPA’S RIGHTS RESERVED 4.24 NJPA may exercise the following rights with regard to the RFP. 4.24.1 Reject any and all proposals received in response to this RFP; 4.24.2 Disqualify any Proposer whose conduct or proposal fails to conform to the requirements of this RFP; 4.24.3 Duplicate without limitation all materials submitted for purposes of RFP evaluation, and duplicate all public information in response to data requests regarding the proposal; 4.24.4 Consider and accept for evaluation a late modification of a proposal if 1) the proposal itself was submitted on time, 2) the modifications were requested by NJPA, and 3) the modifications make the terms of the proposal more favorable to NJPA or its members; 4.24.5 Waive any non-material deviations from the requirements and procedures of this RFP; 4.24.6 Extend the Contract, in increments determined by NJPA, not to exceed a total Contract term of five years; 4.24.7 Cancel the Request for Proposal at any time and for any reason with no cost or penalty to NJPA; 4.24.8 Correct or amend the RFP at any time with no cost or penalty to NJPA. If NJPA corrects or amends any segment of the RFP after submission of proposals and before the announcement of the awarded Vendor, all proposers will be afforded a reasonable opportunity to revise their proposals in order to accommodate the RFP amendment and the new submission dates. NJPA will not be liable for any errors in the RFP or other responses related to the RFP; and 14 4.24.9 Extend proposal due dates. 5 PRICING 5.1 NJPA requests that potential Proposers respond to this RFP only if they are able to offer a wide array of products and services at lower prices and with better value than what they would ordinarily offer to a single government agency, a school district, or a regional cooperative. 5.2 This RFP requests pricing for an indefinite quantity of products or related services with potential national sales distribution and service. While most RFP categories represent significant sales opportunities, NJPA makes no guarantees about the quantity of products or services that members will purchase. The estimated annual value of this contract is $150 Million. Vendors are expected to anticipate additional volume of potential government, education and non-profit agencies that would find value in a NJPA national contract awarded by NJPA. 5.3 Regardless of the payment method selected by NJPA or an NJPA member, the total cost associated with any purchase option of the products and services must always be disclosed in the proposal and at the time of purchase. 5.4 All proposers must submit “Primary Pricing” in the form of either “Line-Item Pricing,” or “Percentage Discount from Catalog Pricing,” or a combination of these pricing strategies. Proposers are also encouraged to offer optional pricing strategies such as “Hot List,” “Sourced Products,” and “Volume Discounts,” as well as financing options such as leasing. All pricing documents should include a clear effective date. A. LINE-ITEM PRICING 5.5 Line-item pricing is a pricing format in which individual products or services are offered at specific Contract prices. Products or services are individually priced and described by characteristics such as manufacture name, stock or part number, size, or functionality. This method of pricing may offer the least amount of confusion, but Proposers with a large number of items may find this method cumbersome. In these situations, a percentage discount from catalog or category pricing model may make more sense and may increase the clarity of the contract pricing format. 5.6 All line-item pricing items must be numbered, organized, sectioned (including SKUs, when applicable), and prepared to be easily understood by the Evaluation Committee and members. 5.7 Submit Line-Item Pricing items in an Excel spreadsheet format and include all appropriate identification information necessary to discern the line item from other line items in each Responder’s proposal. 5.8 Line-item pricing must be submitted to NJPA in a searchable spreadsheet format (e.g., Microsoft® Excel®) in order to facilitate quickly finding any particular item of interest. For that reason, Proposers are responsible for providing the appropriate product and service identification information along with the pricing information that is typically found on an invoice or price quote for such product or services. 5.9 All products or services typically appearing on an invoice or price quote must be individually priced and identified on the line-item price sheet, including any and all ancillary costs. 5.10 Proposers should provide both a published “List Price” as well as a “Proposed Contract Price” in their pricing matrix. Published List Price will be the standard “quantity of one” price currently available to government and educational customers, excluding cooperative and volume discounts. B. PERCENTAGE DISCOUNT FROM CATALOG OR CATEGORY 5.11 This pricing model involves a specific percentage discount from a catalog or list price, defined as a published Manufacturer’s Suggested Retail Price (MSRP) for the products or services being proposed. 15 5.12 Individualized percentage discounts can be applied to any number of defined product groupings. 5.13 A percentage discount from MSRP may be applied to all elements identified in MSRP, including all manufacturer options applicable to the products or services. 5.14 When a Proposer elects to use “Percentage Discount from Catalog or Category,” Proposer will be responsible for providing and maintaining current published MSRP with NJPA, and this pricing must be included in its proposal and provided throughout the term of any Contract resulting from this RFP. C. COST PLUS A PERCENTAGE OF COST 5.15 “Cost plus a percentage of cost” as a primary pricing mechanism is not desirable. It is, however, acceptable for pricing sourced goods or services. D. HOT LIST PRICING 5.16 Where applicable, a Vendor may opt to offer a specific selection of products or services, defined as “Hot List” pricing, at greater discounts than those listed in the standard Contract pricing. All product and service pricing, including the Hot List Pricing, must be submitted electronically in a format that is acceptable to NJPA. Hot List pricing must be submitted in a line-item format. Products and services may be added or removed from the Hot List at any time through an NJPA Price and Product Change Form. 5.17 Hot List program and pricing may also be used to discount and liquidate close-out and discontinued products and services as long as those close-out and discontinued items are clearly labeled as such. Current ordering process and administrative fees apply. This option must be published and made available to all NJPA Members. E. CEILING PRICE 5.18 Proposal pricing is to be established as a ceiling price. At no time may the proposed products or services be offered under this Contract at prices above this ceiling price without a specific request and approval by NJPA. Contract prices may be reduced at any time, for example, to reflect volume discounts or to meet the needs of an NJPA Member. 5.19 [This section is intentionally blank.] F. VOLUME PRICE DISCOUNTS / ADDITIONAL QUANTITIES 5.20 through 5.23 [These sections are intentionally blank.] G. TOTAL COST OF ACQUISITION 5.24 The Total Cost of Acquisition for the equipment/products and related services being proposed, including those payable by NJPA Members to either the Proposer or a third party, is the cost of the proposed equipment/products product/equipment and related services delivered and operational for its intended purpose in the end-user’s location. For example, if you are proposing equipment/products FOB Proposer’s dock, your proposal should reflect that the contract pricing does not provide for delivery beyond Proposer’s dock, nor any set-up activities or costs associated with those delivery or set-up activities. Any additional costs for delivery and set-up should be clearly disclosed. In contrast, a proposal could state that there are no additional costs of acquisition if the product is delivered to and operational at the end-user’s location. H. SOURCED GOOD or OPEN MARKET ITEM 16 5.25 A Sourced Good or an Open Market Item is a product that a member wants to buy under contract that is not currently available under the Vendor’s NJPA contract. This method of procurement can be satisfied through a contract sourcing process. Sourcing options serve to provide a more complete contract solution to meet our members’ needs. Sourced items are generally deemed incidental to the total transaction or purchase of contract items. 5.26 NJPA or NJPA Members may request products, equipment, and related services that are within the related scope of this RFP, even if they are not included in an awarded Vendor’s line-item price list or catalog. These items are known as Sourced Goods or Open Market Items. 5.27 An awarded Vendor may source such items to the extent that the items are identified as “Sourced Products/Equipment” or “Open Market Items” on any quotation issued in reference to an NJPA awarded contract, and that this information is provided to either NJPA or an NJPA Member. NJPA is not responsible for determining whether a Sourced Good is an incidental portion of the overall purchase or whether a Member is able to consider a Sourced Good a purchase under an NJPA contract. 5.28 “Cost plus a percentage” pricing is an acceptable option in pricing of Sourced Goods. I. PRODUCT & PRICE CHANGES 5.29 Awarded Vendors may request product or service changes, additions, or deletions at any time throughout the contract term. All requests must be made in written format by completing the NJPA Price and Product Change Request Form (located at the end of this RFP and on the NJPA website), signed by an authorized Vendor representative. All changes are subject to review and approval by NJPA. Submit your requests through email to your assigned Contract Manager and to PandP@njpacoop.org. 5.30 NJPA will determine whether the request is both within the scope of the original RFP and in the best interests of NJPA and NJPA Members. Approved Price and Product Change Request Forms will be returned to the Vendor contact through email. 5.31 The Vendor must 1) complete this change request form and individually list or attach all items subject to change, 2) provide a sufficiently detailed explanation and documentation for the change, and 3) include a compete restatement of pricing document in appropriate format (preferably Excel). The pricing document must identify all products and services being offered and must conform to the following NJPA product and price change naming convention: (Vendor Name) (NJPA Contract #) (effective pricing date); for example, “COMPANY 012411-CPY effective 02-12-2016.” 5.32 The new pricing restatement must include all products and services offered, even for those items whose pricing remains unchanged, and must include a new effective date on the pricing documents. This requirement reduces confusion by providing a single, current pricing sheet for each vendor and creates a historical record of pricing. 5.33 ADDITIONS. New products and related services may be added to a Contract resulting from this RFP at any time during that Contract term to the extent that those products and related services are within the scope of this RFP. Allowable new products and related services generally include updated models of products and enhanced services that reflect new technology and improved functionality. 5.34 DELETIONS. New products and related services may be deleted from a contract if an item is no longer available. 5.35 PRICE CHANGES. A Vendor may request pricing changes by providing reasonable justification for the change. For example, a request for a 3% increase in a product line that relies heavily on petroleum products may be reasonable if the raw cost of required petroleum products has increased substantially. Conversely, a request for a 3% increase in prices based only on a 3% increase in a cost-of-living index may be considered unreasonable. Although NJPA is sensitive to the possibility of fluctuations in raw material 17 costs, prospective Vendors should make every reasonable attempt to account for normal cost changes by proposing pricing that will be effective throughout the duration of the four-year Contract. 5.35.1 Price decreases: NJPA expects Vendors to propose their very best prices and anticipates price reductions that are due to advancement in technology and marketplace efficiencies. 5.35.2 Price increases: A Vendor must include reasonable documentation for price-increase requests, along with both current and proposed pricing. Appropriate documentation should be attached to the Price and Product Change Request Form, including letters from suppliers announcing price increases. Price increases must not exceed the industry standard. 5.36 through 5.37 [These sections are intentionally blank.] 5.38 Proposers representing multiple manufacturers, or carrying multiple related product lines may also request the addition of new manufacturers or product lines to their Contract to the extent they remain within the scope of this RFP. 5.39 through 5.43 [These sections are intentionally blank.] K. SALES TAX 5.44 Sales and other taxes should not be included in the prices quoted. The Vendor will charge state and local sales and other applicable taxes on items for which a valid tax-exemption certification has not been provided. Each NJPA Member is responsible for providing verification of tax-exempt status to the Vendor. When ordering, NJPA Members must indicate that they are tax-exempt entities. Except as set forth herein, no party is responsible for taxes imposed on another party as a result of or arising from the transactions under a Contract resulting from this RFP. L. SHIPPING 5.45 Shipping costs can constitute a significant portion of the overall cost of procurement. Consequently, significant weight will be given to the quality of a prospective Vendor’s shipping program. Shipping charges should reasonably reflect the actual cost of shipping. NJPA understands that Vendors may use other shipping cost methods for simplicity or for transparency. But to the extent that shipping costs are determined to disproportionately increase a Vendor’s profit, NJPA may reduce the points awarded in the “Pricing” criteria. 5.46 through 5.47 [These sections are intentionally blank.] 5.48 All shipping and restocking fees must be identified in the price program. Certain industries providing made-to-order products may not allow returns. Proposals will be evaluated not only on the actual costs of shipping, but on the relative flexibility extended to NJPA Members relating to restocking fees, shipping errors, customized shipping requirements, the process for rejecting damaged or delayed shipments, and similar subjects. 5.49 through 5.50 [These sections are intentionally blank.] 5.51 Delivered products must be properly packaged. Damaged products may be rejected. If the damage is not readily apparent at the time of delivery, the Vendor must permit the products to be returned within a reasonable time at no cost to NJPA or NJPA Member. NJPA and NJPA Members reserve the right to inspect the products at a reasonable time subsequent to delivery where circumstances or conditions prevent effective inspection of the products at the time of delivery. 5.52 The Vendor must deliver Contract-conforming products in each shipment and may not substitute products without the express approval from NJPA or the NJPA Member. 18 5.53 NJPA reserves the right to declare a breach of Contract if the Vendor intentionally delivers substandard or inferior products that are not under Contract and described in its paper or electronic price lists or sourced upon request of any Member under this Contract. In the event of the delivery of nonconforming products, the NJPA Member will notify the Vendor as soon as possible and the Vendor will replace nonconforming products with conforming products that are acceptable to the NJPA member. 5.54 Throughout the term of the Contract, Proposer agrees to pay for return shipment on products that arrive in a defective or inoperable condition. Proposer must arrange for the return shipment of the damaged products. 6 EVALUATION OF PROPOSALS A. PROPOSAL EVALUATION PROCESS 6.1 The NJPA proposal evaluation committee will evaluate proposals received based on a 1,000 point evaluation system. The committee establishes both the evaluation criteria and designates the relative weight of each criterion by assigning possible scores for each category on Form G of this RFP. The committee may adjust the relative weight of the criteria for each RFP. (For example, if the “Warranty” criterion does not apply to a particular RFP, the points normally awarded under “Warranty” may be used to increase the number of potential points in another evaluation category or categories.) The “Pricing” criterion will contain at least a plurality of points for every RFP. 6.2 NJPA uses a scoring system that gives primary importance to “Pricing.” But pricing includes more than just the absolute lowest initial cost of purchasing, for example, a particular product. Other considerations include the total cost of the acquisition and whether the Proposer’s offering represents the best value. The evaluation committee may consider such factors as life-cycle costs, total cost of ownership, quality, and the suitability of an offering in meeting NJPA Members’ needs. Pricing points may be awarded based on pricing clarity and ease of use. NJPA may also award points based on whether a response contains exceptions, exclusions, or limitations of liabilities. 6.3 The NJPA Board of Directors will consider making awards to the selected Proposer(s) based on the recommendations of the proposal evaluation committee. To qualify for the final evaluation, a Proposer must have been deemed responsive as a result of the criteria set forth under “Proposer Responsiveness,” found just below. B. PROPOSER RESPONSIVENESS 6.4 All responses are evaluated for Level-One and Level-Two Responsiveness. If a response does not substantially conform to substantially all of the terms and conditions in the solicitation, or if it requires unreasonable exceptions, it may be considered nonresponsive. 6.5 All proposals must contain suitable responses to the questions in the proposal forms. The following requirements must be satisfied in order to meet Level-One Responsiveness, which is typically ascertained on the proposal opening date. If these standards are not met, your response may be disqualified as nonresponsive. 6.6 Level-One Responsiveness means that the response 6.6.1 is received before the deadline for submission or it will be returned unopened; 6.6.2 is properly addressed and identified as a sealed proposal with a specific RFP number and an opening date and time; 19 6.6.3 contains a pricing document (with apparent discounts) and all other forms fully completed, even if “not applicable” is the answer; 6.6.4 includes the original (hard copy) completed, dated, and signed RFP forms C, D, and F. In addition, the response must include the hard-copy signed signature page only from RFP Forms A and P and, if applicable, all signed addenda that have been issued in relation to this RFP; 6.6.5 contains an electronic (CD, flash drive, or other suitable) copy of the entire response; and 6.7 Level-Two Responsiveness (including whether the response is within the RFP’s scope) is determined while evaluating the remaining items listed under Proposal Evaluation Criteria below. These items are not arranged in order of importance. Each item draws from multiple questions, and a Proposer’s responses may affect scoring in multiple evaluation criteria. For example, the answers to Industry-Specific Questions may help determine scoring relative to a Proposer’s marketplace success, ability to sell and service nationwide, and financial strength. Any questions not answered without an explanation will likely result in a loss of points and may lead to a nonaward if the proposal evaluation committee cannot effectively review your response. C. PROPOSAL EVALUATION CRITERIA 6.8 Forms A and P include a series of questions that address the following categories: 6.8.1 Company Information and Financial Strength 6.8.2 Industry Requirements and Marketplace Success 6.8.3 Ability to Sell and Deliver Service Nationwide 6.8.4 Marketing Plan 6.8.5 Other Cooperative Procurement Contracts 6.8.6 Value-Added Attributes 6.8.7 Payment Terms and Financing Options 6.8.8 Warranty 6.8.9 Equipment/Products/Services 6.8.10 Pricing and Delivery 6.8.11 Industry-Specific Questions 6.9 [This section is intentionally blank.] D. OTHER CONSIDERATIONS 6.10 In evaluating RFP responses, NJPA has no obligation to consider information that is not provided in the Proposer’s response. NJPA may, however, consider additional information outside the Proposer’s response. This research may include such sources as the Proposer’s website, industry publications, listed references, and user interviews. 6.11 NJPA may organize RFP responses into separate classes or subcategories, depending on the range of responses. For example, NJPA might receive numerous submissions for “Widgets and Related Products and Services.” NJPA may organize these responses into subcategories, such as manufacturers of fully operational Widgets, manufacturers of component parts for Widgets, and providers of parts and service for Widgets. NJPA reserves the right to award Proposers in some or all of such subcategories without regard to the evaluation score given to Proposers in another subcategory. This specifically allows NJPA to award 20 Vendors that might not have, for instance, the breadth of products of Proposers in another subcategory, but that nonetheless meet a substantial and articulated need of NJPA Members. 6.12 [This section is intentionally blank.] 6.13 NJPA reserves the right to request and test equipment/products and related services and to seek clarification from Proposers. Before the Contract award, the Proposer must furnish the requested information within three (3) days (or within another agreed-to time frame) or provide an explanation for the delay along with a requested time frame for providing the requested information. Proposers must make reasonable efforts to supply test products promptly. All Proposer products remain the property of the Proposer, and NJPA will return such products after the evaluation process. NJPA may make provisional contract awards, subject to a Proposer’s proper response to a request for information or products. 6.14 A Proposer’s past performance under previously awarded contracts to schools, governmental agencies, and not-for-profit entities is relevant in evaluating a Proposer’s current response. Past performance includes the Proposer’s record of conforming to published specifications and to standards of good workmanship, as well as the Proposer’s history for reasonable and cooperative behavior and for commitment to Member satisfaction. Incumbency as an awarded Vendor does not, by itself, merit positive consideration for a future Contract award. 6.15 NJPA reserves the right to reject any or all proposals. E. COST COMPARISON 6.16 NJPA may use a variety of evaluation methods, including cost comparisons of specific products. NJPA reserves the right to use this process when the proposal evaluation committee determines that this will help to make a final determination. 6.17 This direct cost comparison process will award points for being low to high Proposer for each cost evaluation item selected. A “Market Basket” of identical (or substantially similar) equipment/products and related services may be selected by the proposal evaluation committee, and the unit cost will be used as a basis for determining the point value. NJPA will select the “Market Basket” from all appropriate product categories as determined by NJPA. F. MARKETING PLAN 6.18 A Proposer’s marketing plan is a critical component of the RFP response. An awarded Vendor’s sales force will likely be the primary source of communication with NJPA Members and will directly affect the contract’s success. Marketing success depends on communicating the contract’s value, knowing the contract thoroughly, and communicating the proper use of contracted products and services to the end user. Much of the success and sales reward is a direct result of the commitment to the contract by the awarded Vendor’s sales teams. NJPA reserves the right to deem a Proposer Level-Two nonresponsive or not to award a contract based on an unacceptable or incomplete marketing plan. 6.19 NJPA marketing expectations include the following components. 6.19.1 An awarded Vendor must demonstrate the ability to deploy a national sales force or dealer network. The best RFP responses demonstrate the ability to sell, deliver, and service products through acceptable distribution channels to NJPA members in all 50 states. Proposers’ responses should fully demonstrate their sales and service capabilities, should outline their national sales force network (both numerically geographically), and should describe their method of distribution of the offered products and related services. Service may be independent of the product sales pricing, but NJPA encourages related services to be a part of Proposers’ response. Despite its preference for awarding contracts to Vendors that demonstrate nationwide sales and service, NJPA reserves the right to award contracts that meet specific Member needs locally or regionally. 21 6.19.2 Proposers are invited to demonstrate their ability to successfully market, promote, and communicate the benefits of an NJPA contract to current and potential Members nationwide. NJPA desires a marketing plan that communicates the value of the contract to as many Members as possible. 6.19.3 Proposers are expected to be receptive to NJPA trainings. Awarded Vendors must provide an appropriate training venue for both management and the sales force. NJPA commits to providing training on all aspects of communicating the value of the awarded contract, including the authority of NJPA to offer the contract to its Members, the value and utility the contract delivers to NJPA Members, the scope of NJPA Membership, the authority of Members to use NJPA procurement contracts, the preferred marketing and sales methods, and the successful use of specific business sector strategies. 6.19.4 Awarded Vendors are expected to demonstrate a commitment to fully embrace the NJPA contract. Proposers should identify both the appropriate levels of sales management and sales force that will need to understand the value of the NJPA contract, as well as the internal procedures needed to deliver the appropriate messaging to NJPA Members. NJPA will provide a general schedule and a variety of methods describing when and how those individuals should be trained. 6.19.5 Proposers should outline their proposed involvement in promoting an NJPA contract through applicable industry trade show exhibits and related customer meetings. Proposers are encouraged to consider participation with NJPA at NJPA-endorsed national trade shows. 6.19.6 Proposers must exhibit the willingness and ability to actively market and develop contract-specific marketing materials including the following items. 6.19.6.1 Complete Marketing Plan. Proposers must submit a marketing plan outlining how they will launch the NJPA contract to current and potential NJPA Members. NJPA requires awarded Vendors to embrace and actively promote the contract in cooperation with the NJPA. 6.19.6.2 Printed Marketing Materials. Awarded Vendors will produce and maintain full color print advertisements in camera-ready electronic format, including company logos and contact information to be used in the NJPA directory and other approved marketing publications. 6.19.6.3 Contract announcements and advertisements. Proposers should outline in the marketing plan their anticipated contract announcements, advertisements in industry periodicals, and other direct or indirect marketing activities promoting the awarded NJPA contract. 6.19.6.4 Proposer’s Website. Proposers should identify how an awarded Contract will be displayed and linked on the Proposer’s website. An online shopping experience for NJPA Members is desired whenever possible. 6.19.7 An NJPA Vendor contract launch will be scheduled during a reasonable time frame after the award and held at the NJPA office in Staples, MN unless the Vendor and NJPA agree to a different location. 6.20 Proposer shall identify their commitment to develop a sales/communication process to facilitate NJPA membership and establish status of current and potential agencies/members. Proposer should further express their commitment to capturing sufficient member information as is deemed necessary by NJPA. 22 G. CERTIFICATE OF INSURANCE 6.21 Proposers must provide evidence of liability insurance coverage identified below in the form of a Certificate of Insurance (COI) or an ACORD binder form with their proposal. Upon an award issued under this RFP and before the execution of any commerce relating to such award, the awarded Vendor must provide verification, in the form of a Certificate of Insurance, identifying the coverage required below and identifying NJPA as a “Certificate Holder.” The Vendor must maintain such insurance coverage at its own expense throughout the term of any contract resulting from this solicitation. 6.22 Any exceptions or assumptions to the insurance requirements must be identified on Form C of this RFP. Exceptions and assumptions will be considered as part of the evaluation process. Any exceptions or assumptions that Proposers submit must be specific. If a Proposer does not include specific exceptions or assumptions when submitting the proposal, NJPA will typically not consider any additional exceptions or assumptions during the evaluation process. Upon contract award, the awarded Vendor must provide the Certificate of Insurance identifying the coverage as specified. 6.23 Insurance Liability Limits. The awarded Vendor must maintain, for the duration of its contract, $1.5 million in general liability insurance coverage or general liability insurance in conjunction with an umbrella for a total combined coverage of $1.5 million. Work on the Contract will not begin until after the awarded Vendor has submitted acceptable evidence of the required insurance coverage. Failure to maintain any required insurance coverage or an acceptable alternative method of insurance will be deemed a breach of contract. 6.23.1 Minimum Scope and Limits of Insurance. An awarded Vendor must provide coverage with limits of liability not less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a “following form” basis. 6.23.1.1 Commercial General Liability—Occurrence Form Policy shall include bodily injury, property damage and broad form contractual liability and XCU coverage. 6.23.1.2 Each Occurrence $1,500,000 6.24 Insurance Requirements: The limits listed in this RFP are minimum requirements for this Contract and in no way limit any indemnity covenants contained in this Contract. NJPA does not warrant that the minimum limits contained herein are sufficient to protect the Vendor from liabilities that might arise out of the performance of the work under this Contract by the Vendor, its agents, representatives, employees, or subcontractors, and the Vendor is free to purchase additional insurance as may be determined necessary. 6.25 Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or authorized to do business in the State of Minnesota and with an “A.M. Best” rating of not less than A- VII. NJPA does not warrant that the above required minimum insurer rating is sufficient to protect the Vendor from potential insurer solvency. 6.26 Subcontractors: Vendors’ certificate(s) must include all subcontractors as additional insureds under its policies, or the Vendor must furnish to NJPA separate certificates for each subcontractor. All coverage for subcontractors are be subject to the minimum requirements identified above. H. ORDER PROCESS AND/OR FUNDS FLOW 6.27 NJPA Members typically issue a purchase order directly to a Vendor under a Contract resulting from this RFP. Alternatively, a separate contract may be created to facilitate acquiring products or services offered in response to this RFP. Nothing in this Contract restricts the Member and Vendor from agreeing 23 to add terms or conditions to a purchase order or a separate contract provided that such terms or conditions must not be less favorable to NJPA’s Members. 6.28 [This section is intentionally blank.] I. ADMINISTRATIVE FEES 6.29 Vendors will pay to NJPA an administrative fee in exchange for NJPA facilitating this Contract with its current and potential Members. NJPA may grant a conditional contract award to a Proposer if the proposed administrative fee is unclear, inadequate, or unduly burdensome for NJPA to administer. Sales under this Contract should not be processed until the parties resolve the administrative fee issue. 6.29.1 The administrative fee is typically calculated as a percentage of the dollar volume of all products and services by NJPA Members under this Contract, including anything represented to NJPA Members as falling under this Contract. 6.29.2 The administrative fee is included in, and not added to, the pricing included in Proposer’s response to the RFP. Awarded Vendors must not charge NJPA Members more that permitted in the then current price list in order to offset the administrative fee. 6.29.3 The administrative fee is designed to cover the costs of NJPA’s involvement in contract management, facilitating marketing efforts, Vendor training, and any order processing tasks relating to the Contract. Administrative fees may also be used for other purposes as allowed by Minnesota law. 6.29.4 The typical administrative fee under this Contract is two percent (2%). While NJPA does not dictate the particular fee percentage, we require that the Proposer articulate a specific fee in its response. For example, merely stating that “we agree to pay an administrative fee” is considered nonresponsive. NPJA acknowledges that the administrative fee percentage may differ between vendors, industries, and responses. 6.29.5 NJPA awarded Vendors are responsible for paying the administrative fee at least quarterly and for generating all related reporting. Vendors agree to cooperate with NJPA in auditing these reports to ensure that the administrative fee is paid on all items purchased under the Contract. 6.29.6 For Texas motor vehicle sales, the administrative fee cannot be based on the amount purchased by a member under the contract. Accordingly, the administrative fee in such cases will be $400 per purchase order (PO), irrespective of the number of vehicles included in the PO. 6.30 through 6.32 [This section is intentionally blank.] J. VALUE–ADDED ATTRIBUTES 6.33 Desirability of Value-Added Attributes: Value-added attributes in an RFP response will be given positive consideration in NJPA’s evaluation process. Such attributes may increase the benefit of a product or service by improving functionality, performance, maintenance, manufacturing, delivery, energy efficiency, ordering, or other items while remaining within the scope of this RFP. 6.34 Women and Minority Business Enterprise (WMBE), Small Business, and Other Favored Businesses: Some NJPA Members give formal preference to certain types of vendors or contractors. Proposers should document WMBE (or other) status for both their organization and for any affiliates (e.g., supplier networks) involved in fulfilling the terms of this RFP. The ability of a Proposer to provide preferred business entity “credits” to NJPA and NJPA Members under a Contract will be evaluated positively by NJPA and reflected in the “value added” area of the evaluation. 24 6.35 Environmentally Preferred Purchasing Opportunities: Many NJPA Members consider the environmental impact of the products and services they purchase. “Green” characteristics demonstrated by Proposers will be evaluated positively by NJPA and reflected in the “value added” area of the evaluation. Please identify any green characteristics of any offering in your proposal and identify the sanctioning body determining that characteristic. Where appropriate, please indicate which products have been certified as green and by which certifying agency. 6.36 Online Requisitioning Systems: When applicable, online requisitioning systems will be viewed as a value-added characteristic. Proposers should demonstrate how their system makes online ordering easier for NJPA Members, including how Members could integrate their current e-Procurement or enterprise resource planning (ERP) systems into the Proposer’s ordering process. 6.37 Financing: The ability of the Proposer to provide financing solutions to Members for the products and services being proposed will be viewed as a value-added attribute. 6.38 Technology: Technological advances that appreciably improve the proposed products or services will be considered value-added attributes. K. WAIVER OF FORMALITIES 6.39 NJPA reserves the right to waive minor formalities (or to accept minor irregularities) in any proposal, when it determines that considering the proposal may be in the best interest of its Members. 7 POST-AWARD OPERATING ISSUES A. SUBSEQUENT AGREEMENTS 7.1 Purchase Order. Purchase orders for products and services may be executed between NJPA Members and the awarded Vendor (or Vendor’s sub-contractors) under this Contract. NJPA Members and Vendors must indicate on the face of such purchase orders that “This purchase order is issued under NJPA contract #XXXXXX” (insert the relevant contract number). Purchase order flow and procedure will be developed jointly between NJPA and an awarded Vendor after an award is made. 7.2 Governing Law. Purchase orders must be construed in accordance with, and governed by, the laws of a competent jurisdiction with respect to the Member. (See also Section 8.5 of this RFP.) All provisions required by law to be included in the purchase order should be read and enforced as if they were included. If through mistake or otherwise any such provision is not included, then upon application of either party the Contract shall be physically amended to make such inclusion or correction. The venue for any litigation arising out of disputes related to purchase order will be a court of competent jurisdiction with respect to the Member. 7.3 Additional Terms and Conditions. Additional terms and conditions to a purchase order may be proposed by NJPA, NJPA Members, or Vendors. Acceptance of these additional terms and conditions is optional to all parties to the purchase order. One purpose of these additional terms and conditions is to address job- or industry-specific requirements of law such as prevailing wage legislation. Additional terms and conditions may also include specific local policy requirements and standard business practices of the issuing Member or the Vendor. Such additional terms and conditions are not considered valid to the extent that they interfere with the general purpose, intent, or currently established terms and conditions contain in this RFP document. For example, a Vendor and Member may agree to add a “net 30” payment requirement to the purchase order instead of applying a “net 10” requirement. But the added terms and conditions must not be less favorable to the Member unless NJPA, the Member, and the Vendor agree to a Contract amendment or similar modification. 7.4 Specialized Service Requirements. In the event that the NJPA Member desires service requirements or specialized performance requirements (such as e-commerce specifications, specialized delivery 25 requirements, or other specifications and requirements) not addressed in the Contract resulting from this RFP, the NJPA Member and the Vendor may enter into a separate, standalone agreement, apart from a Contract resulting from this RFP. Any proposed service requirements or specialized performance requirements require pre-approval by the Vendor. Any separate agreement developed to address these specialized service or performance requirements is exclusively between the NJPA Member and Vendor. NJPA, its agents, and employees shall not be made a party to any claim for breach of such agreement. Product sourcing is not considered a service. NJPA Members will need to conduct procurements for any specialized services not identified as a part of or within the scope of the awarded Contract. 7.5 Performance Bond. At the request of the Member, a Vendor will provide all performance bonds typically and customarily required in their industry. These bonds will be issued pursuant to the requirements of purchase orders for products and services. If a purchase order is cancelled for lack of a required performance bond by the member agency, NJPA recommends that the current pending purchase order be canceled. Each Member has the final decision on purchase order continuation. Any performance bonding required by the Member, the Member’s state laws, or by local policy is to be mutually agreed upon and secured between the Vendor and the Member. 7.6 Asset Management Contracts: Asset Management-type Contracts can be initiated under a Contract resulting from this RFP at any time during the term of this Contract. Such a contract could involve, for example, picking up, storing, repairing, inventorying, salvaging, and delivery products falling within the scope of this Contract. The intention in using Asset Management Contracts is to promote the long-term efficiency of NJPA’s contracts by (among other things) extending the use and re-use of products. Asset Management Contracts cannot be created under this Contract unless they are executed within the authorized term of a Contract resulting from this RFP. The actual term of the Asset Management Contract may, however, extend beyond the expiration date of this Contract. B. NJPA MEMBER SIGN-UP PROCEDURE 7.6 Awarded Vendors are responsible for familiarizing their sales and service forces with the various forms of NJPA membership documentation and will encourage and assist potential Members in establishing membership with NJPA. NJPA membership is available at no cost, obligation, or liability to the Member or the Vendor. C. REPORTING OF SALES ACTIVITY 7.7 Awarded Vendors must report at least quarterly the total gross dollar volume of all products and services purchased by NJPA Members as it applies to this RFP and Contract. This report must include the name and address of the purchasing agency, Member number, amount of purchase, and a description of the items purchased. 7.7.1 Zero sales reports: Awarded Vendors must provide a quarterly Contract sales report regardless of the amount of sales. D. AUDITS 7.8 NJPA relies substantially on the reasonable auditing efforts of both Members and awarded Vendors to ensure that Members are obtaining the products, services, pricing, and other benefits under all NJPA contracts. Nonetheless, the Vendor must retain and make available to NJPA all order and invoicing documentation related to purchases that Members make from the Vendor under the awarded Contract. NJPA must not request such information more than once per calendar year, and NJPA must make such requests in writing with at least fourteen (14) days’ notice. NJPA may employ an independent auditor at its own expense or conduct an audit on its own. In either event, the Vendor agrees to cooperate fully with NJPA or its agents in order to ensure compliance with this Contract. E. HUB PARTNER 26 7.9 Hub Partner: NJPA Members may request special services through a “Hub Partner” for the purpose of complying with a law, regulation, or rule that an NJPA Member deems to apply in its jurisdiction. Hub Partners may bring value to the proposed transactions through consultancy, through qualifying for disadvantaged business entity credits, or through other means. 7.10 Hub Partner Fees: NJPA Members are responsible for any transaction fees, costs, or expenses that arise under this Contract for special service provided by the Hub Partner. The fees, costs, or expenses levied by the Hub Vendor must be clearly itemized in the transaction documentation. To the extent that the Vendor stands in the chain of title during a transaction resulting from this RFP, the documentation must clearly indicate that the transaction is “Executed for the Benefit of [NJPA Member name].” F. TRADE-INS 7.11 The value in US Dollars for Trade-ins will be negotiated between NJPA or an NJPA Member, and an Awarded Vendor. That identified “Trade-In” value shall be viewed as a down payment and credited in full against the NJPA purchase price identified in a purchase order issued pursuant to any Awarded NJPA procurement contract. The full value of the trade-in will be consideration. G. OUT OF STOCK NOTIFICATION 7.12 The Vendor must immediately notify NJPA Members when they order an out-of-stock item. The Vendor must also tell the Member when the item will be available and whether there are equivalent substitutes. The Member must have the option of accepting the suggested substitute or canceling the item from the order. Under no circumstance may the Vendor make unauthorized substitutions. Unfilled or substituted items must be indicated on the packing list. H. CONTRACT TERMINATION FOR CAUSE AND WITHOUT CAUSE 7.13 NJPA reserves the right to cancel all or any part of this Contract if the Vendor fails to fulfill any material obligation, term, or condition as described in the following procedure. Before any such termination for cause, the NJPA will provide written notice to the Vendor, an opportunity to respond, and a reasonable opportunity to cure the breach. The following are some examples of material breaches. 7.13.1 The Vendor provides products or services that do not meet reasonable quality standards and that are not remedied under the warranty; 7.13.2 The Vendor fails to ship the products or to provide the services within a reasonable amount of time; 7.13.3 NJPA reasonably believes that the Vendor will not or cannot perform to the requirements or expectations of the Contract, NJPA issues a request for assurance, and the Vendor fails to respond; 7.13.4 The Vendor fails to fulfill any of the material terms and conditions of the Contract; 7.13.5 The Vendor fails to follow the established procedure for purchase orders, invoices, or receipt of funds as established by NJPA and the Vendor; 7.13.6 The Vendor fails to properly report quarterly sales; 7.13.7 The Vendor fails to actively market this Contract within the guidelines provided in this RFP and defined in the NJPA contract launch. 27 7.14 Upon receipt of the written notice of breach, the Vendor will have ten (10) business days to provide a satisfactory response to NJPA. If the Vendor fails to reasonably address all issues in the written notice, NJPA may terminate the Contract immediately. If NJPA allows the Vendor more time to remedy the breach, such forbearance does not limit NJPA’s authority to immediately terminate the Contract for continued breaches for which notice was given to the Vendor. Termination of the Contract for cause does not relieve either party of the financial, product, or service obligations incurred before the termination. 8.2 [This section is intentionally blank.] 7.16 NJPA may terminate the Contract if the Vendor files for bankruptcy protection or is acquired by an independent third party. The Vendor must disclose to NJPA any litigation, bankruptcy, or suspensions/disbarments that occur during the Contract period. Failure to disclose such information authorizes NJPA to immediately terminate the Contract. 7.17 NJPA may terminate the Contract without cause by giving the Vendor sixty (60) days’ written notice of termination. Termination of the Contract without cause does not relieve either party of the financial, product, or service obligations incurred before the termination. 7.18 NJPA may immediately terminate any Contract without further obligation if any NJPA employee significantly involved in initiating, negotiating, securing, drafting, or creating the Contract on behalf of NJPA has colluded with any Proposer for personal gain. NJPA may also immediately cancel a Contract if it finds that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Vendor or any agent or representative of the Vendor, to any employee of NJPA. Such terminations are effective upon written notice from NJPA or at a later date designated in the notice. Termination of the Contract does not relieve either party of the financial, product, or service obligations incurred before the termination. 8 GENERAL TERMS AND CONDITIONS 8. ADVERTISING A CONTRACT RESULTING FROM THIS RFP 8.1 Proposer/Vendor must not advertise or publish information concerning this Contract before the award is announced by NJPA. Once the award is made, a Vendor is expected to advertise the awarded Contract to both current and potential NJPA Members. B. APPLICABLE LAW 8.2 [This section is intentionally blank.] 8.3 NJPA Compliance with Minnesota Procurement Law: NJPA has designed its procurement process to comply with best practices in the State of Minnesota. NJPA’s solicitation methods are also created to comply with many of the various requirements that our Members must satisfy in their own procurement processes. But these requirements may differ considerably and may change from time to time. So each NJPA Member must make its own determination whether NJPA’s solicitation process satisfies the procurement rules in the Member’s jurisdiction. 8.4 Governing law with respect to delivery and acceptance: All applicable portions of the Minnesota Uniform Commercial Code, all other applicable Minnesota laws, and the applicable laws and rules of delivery and inspection of the Federal Acquisition Regulations (FAR) laws will govern NJPA contracts resulting from this solicitation. 8.5 Jurisdiction: Any claims that arise against NJPA pertaining to this RFP, and any resulting contract that develops between NJPA and any other party, must be brought only in courts in Todd County in the State of Minnesota unless otherwise agreed to. 28 8.5.1 Purchase orders or other agreements created pursuant to a contract resulting from this solicitation must be construed in accordance with, and governed by, the laws of the issuing Member. Any claim arising from such a purchase order or agreement must be filed and venued in a court of competent jurisdiction of the Member unless otherwise agreed to. 8.6 through 8.7 [This section is intentionally blank.] 8.8 Indemnification: Each party is responsible for its own acts and is not responsible for the acts of the other party and the results thereof. NJPA’s liability is governed by the Minnesota Tort Claims Act (Minn. Stat. §3.736) and other applicable law. 8.9 Prevailing wage: The Vendor must comply with applicable prevailing wage legislation in effect in the jurisdiction of the NJPA Member. The Vendor must monitor the prevailing wage rates as established by the appropriate federal governmental entity during the term of this Contract and adjust wage rates accordingly. 8.10 Patent and copyright infringement: The Vendor agrees to indemnify and hold harmless NJPA and NJPA Members against any and all suits, claims, judgments, and costs instituted or recovered against the Vendor, NJPA, or NJPA Members by any person on account of the use or sale of any articles by NJPA or NJPA Members if the Vendor supplied such articles in violation of applicable patent or copyright laws. C. ASSIGNMENT OF CONTRACT 8.11 No right or interest in this Contract may be assigned or transferred by the Vendor without prior written permission by the NJPA. No delegation of any duty of the Vendor under this Contract may be made without prior written permission of the NJPA. NJPA will notify Members by posting approved assignments on the NJPA website (www.njpacoop.org). 8.12 If the original Vendor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor-in-interest must perform all obligations under this Contract. NJPA reserves the right to reject the acquiring entity as a Vendor. A change of name agreement will not change the contractual obligations of the Vendor. D. LIST OF PROPOSERS 8.13 NJPA will not maintain a list of interested proposers, nor will it automatically send RFPs to them. All interested proposers must request the RFP as a result of NJPA’s national solicitation advertisements. Because of the wide scope of the potential Members and qualified national suppliers, NJPA has determined this to be the best method of fairly soliciting proposals. E. CAPTIONS, HEADINGS, AND ILLUSTRATIONS 8.14 The captions, illustrations, headings, and subheadings in this RFP are for convenience and ease of understanding and in no way define or limit the scope or intent of this request. F. DATA PRACTICES 8.15 All materials submitted in response to this RFP become NJPA’s property and become public records (under Minn. Stat. §13.591) after the evaluation process is completed. If the Proposer submits information in response to this RFP that it requests to be classified as nonpublic information (as defined by the Minnesota Government Data Practices Act, Minn. Stat. §13.37), the Proposer must meet the following requirements. 8.15.1 The Proposer must make the request within thirty (30) days of the award/nonaward notification, and include the appropriate statutory justification. Pricing, marketing plans, and 29 financial information is generally not redactable. The NJPA Legal Department will review the request to determine whether the information can be withheld or redacted. If NJPA determines that it must disclose the information upon a proper request for such information, NJPA will inform the Proposer of such determination. 8.15.2 The Proposer must defend any action seeking release of the materials that it believes to be nonpublic information, and it must indemnify and hold harmless NJPA, its agents, and employees, from any judgments or damages awarded against NJPA in favor of the party requesting the materials, and any and all costs connected with that defense. This indemnification survives the term of any contract awarded under this RFP. In submitting a response to this RFP, the Proposer agrees that this indemnification survives as long as NJPA possesses the confidential information. 8.16 [This section is intentionally blank.] G. ENTIRE AGREEMENT 8.17 This Contract, as defined herein, constitutes the entire agreement between the parties to this Contract. A Contract resulting from this RFP is formed when the NJPA Board of Directors approves and signs the applicable Contract Award & Acceptance document (Form E). H. FORCE MAJEURE 8.18 Except for payments of sums due, neither party is liable to the other nor deemed in default under this Contract if and to the extent that such party’s performance of this Contract is prevented due to force majeure. The term “force majeure” means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence including, but not limited to, the following: acts of God, acts of the public enemy, war, riots, strikes, mobilization, labor disputes, civil disorders, fire, flood, snow, earthquakes, tornadoes or violent wind, tsunamis, wind shears, squalls, Chinooks, blizzards, hail storms, volcanic eruptions, meteor strikes, famine, sink holes, avalanches, lockouts, injunctions-intervention-acts, terrorist events or failures or refusals to act by government authority and/or other similar occurrences where such party is unable to prevent by exercising reasonable diligence. The force majeure is deemed to commence when the party declaring force majeure notifies the other party of the existence of the force majeure and is deemed to continue as long as the results or effects of the force majeure prevent the party from resuming performance in accordance with a Contract resulting from this RFP. Force majeure does not include late deliveries of products and services caused by congestion at a manufacturer’s plant or elsewhere, an oversold condition of the market, inefficiencies, or other similar occurrences. If either party is delayed at any time by force majeure, then the delayed party must (if possible) notify the other party of such delay within forty-eight (48) hours. 8.19 through 8.20 [These sections are intentionally blank.] K. LICENSES 8.21 The Vendor must maintain a valid status on all required federal, state, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with NJPA and NJPA Members. 8.22 All responding Proposers must be licensed (where required) and must have the authority to sell and distribute the offered products and services to NJPA and NJPA Members. Documentation of the required licenses and authorities, if applicable, should be included in the Proposer’s response to this RFP. L. MATERIAL SUPPLIERS AND SUB-CONTRACTORS 8.23 The awarded Vendor must supply the names and addresses of sourcing suppliers and sub-contractors as a part of the purchase order when requested by NJPA or an NJPA Member. 30 M. NON-WAIVER OF RIGHTS 8.24 No failure of either party to exercise any power given to it hereunder, nor a failure to insist upon strict compliance by the other party with its obligations hereunder, nor a custom or practice of the parties at variance with the terms hereof, nor any payment under a Contract resulting from this RFP constitutes a waiver of either party’s right to demand exact compliance with the terms hereof. Failure by NJPA to take action or to assert any right hereunder does not constitute a waiver of such right. N. PROTESTS OF AWARDS MADE 8.25 And protests must be filed with NJPA’s Executive Director and must be resolved in accordance with appropriate Minnesota rules. Protests will only be accepted from Proposers. A protest of an award or nonaward must be filed in writing with NJPA within ten (10) calendar days after the public notice or announcement of the award or nonaward. A protest must include the following items. 8.25.1 The name, address, and telephone number of the protester; 8.25.2 The original signature of the protester or its representative (you must document the authority of the representative); 8.25.3 Identification of the solicitation by RFP number; 8.25.4 Identification of the statute or procedure that is alleged to have been violated; 8.25.5 A precise statement of the relevant facts; 8.25.6 Identification of the issues to be resolved; 8.25.7 The aggrieved party’s argument and supporting documentation; 8.25.8 The aggrieved party’s statement of potential financial damages; and 8.25.9 A protest bond in the name of NJPA and in the amount of 10% of the aggrieved party’s statement of potential financial damages. O. SUSPENSION OR DISBARMENT STATUS 8.26 If within the past five (5) years, any firm, business, person or Proposer responding to an NJPA solicitation has been lawfully terminated, suspended, or precluded from participating in any public procurement activity with a federal, state, or local government or education agency, the Proposer must include a letter with its response setting forth the name and address of the public procurement unit, the effective date of the suspension or debarment, the duration of the suspension or debarment, and the relevant circumstances relating to the suspension or debarment. Any failure to supply such a letter or to disclose pertinent information may result in the termination of a Contract. By signing the proposal affidavit, the Proposer certifies that no current suspension or debarment exists. P. AFFIRMATIVE ACTION AND IMMIGRATION STATUS CERTIFICATION 8.27 An Affirmative Action Plan, Certificate of Affirmative Action, or other documentation regarding Affirmative Action may be required by NJPA or NJPA Members relating to a transaction from this RFP. Vendors must comply with any such requirements or requests. 8.28 Immigration Status Certification may be required by NJPA or NJPA Members relating to a transaction from this RFP. Vendors must comply with any such requirements or requests. Q. SEVERABILITY 31 8.29 In the event that any of the terms of a Contract resulting from this RFP are in conflict with any rule, law, or statutory provision, or are otherwise unenforceable under the laws or regulations of any government or subdivision thereof, such terms will be deemed stricken from the Contract, but such invalidity or unenforceability shall not invalidate any of the other terms of an awarded Contract resulting from this RFP. R. RELATIONSHIP OF PARTIES 8.30 No Contract resulting from this RFP may be considered a contract of employment. The relationship between NJPA and an awarded Vendor is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. The parties neither intend the proposed Contract to create, nor is to be construed as creating, a partnership, joint venture, master-servant, principal-agent, or any other, relationship. Except as provided elsewhere in this RFP, neither party may be held liable for acts of omission or commission of the other party and neither party is authorized or has the power to obligate the other party by contract, agreement, warranty, representation, or otherwise in any manner whatsoever except as may be expressly provided herein. 9 FORMS [THE REST OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK.] 32 Form A PROPOSER QUESTIONNAIRE- General Business Information (Products, Pricing, Sector Specific, Services, Terms and Warranty are addressed on Form P) Proposer Name: ____________________________Questionnaire completed by: ________________________________ Please identify the person NJPA should correspond with from now through the Award process: Name: _____________________________________ E-Mail address: _______________________________________ Please answer the questions below using the Microsoft Word® version of this document. This allows NJPA evaluators to cut and paste your answers into a separate worksheet. Place your answer directly below each question. NJPA prefers a brief but thorough response to each question. Please do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; mark “NA” if the question does not apply to you (preferably with an explanation). Please create a response that is easy to read and understand. For example, you may consider using a different font and color to distinguish your answer from the questions. Company Information & Financial Strength 1) Provide the full legal name, mailing and email addresses, tax identification number, and telephone number for your business. Provide a brief history of your company, including your company’s core values, business philosophy, and longevity in the VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES industry. 2) Provide a detailed description of the products and services that you are offering in your proposal. 3) What are your company’s expectations in the event of an award? 4) Demonstrate your financial strength and stability with meaningful data. This could include such items as financial statements, SEC filings, credit and bond ratings, letters of credit, and detailed reference letters. 5) What is your US market share for the solutions that you are proposing? What is your Canadian market share, if any? 6) Has your business ever petitioned for bankruptcy protection? Please explain in detail. 7) How is your organization best described: is it a manufacturer, a distributor/dealer/reseller, or a service provider? Answer whichever question (either a) or b) just below) best applies to your organization. a) If your company is best described as a distributor/dealer/reseller (or similar entity), please provide your written authorization to act as a distributor/dealer/reseller for the manufacturer of the products proposed in this RFP. If applicable, is your dealer network independent or company owned? b) If your company is best described as a manufacturer or service provider, please describe your relationship with your sales and service force and with your dealer network in delivering the products and services proposed in this RFP. Are these individuals your employees, or the employees of a third party? 8) If applicable, provide a detailed explanation outlining the licenses and certifications that are both required to be held, and actually held, by your organization (including third parties and subcontractors that you use) in pursuit of the business contemplated by this RFP. 9) Provide all “Suspension or Disbarment” information that has applied to your organization during the past ten years. 10) Within this RFP category there may be subcategories of solutions. List subcategory titles that best describe your products and services. Industry Recognition & Marketplace Success 33 11) Describe any relevant industry awards or recognition that your company has received in the past five years. 12) Supply three references/testimonials from your customers who are eligible for NJPA membership. At a minimum, please include the entity’s name, contact person, and phone number. 13) Provide a list of your top five governmental or educational customers (entity name is optional), including entity type, the state the entity is located in, scope of the projects, size of transactions, and dollar volumes from the past three years. 14) Indicate separately what percentages of your sales are to the government and education sectors in the past three years? 15) List any state or cooperative purchasing contracts that you hold. What is the annual sales volume for each of these contracts over the past three years? 16) List any GSA contracts that you hold. What is the annual sales volume for each of these contracts over the past three years? Proposer’s Ability to Sell and Deliver Service Nationwide 17) Describe your company’s capability to meet NJPA Member’s needs across the country. Your response should address at least the following areas. a) Sales force. b) Dealer network or other distribution methods. c) Service force. Please include details, such as the locations of your network of sales and service providers, the number of workers (full- time equivalents) involved in each sector, whether these workers are your direct employers (or employees of a third party), and any overlap between the sales and service functions. 18) Describe in detail the process and procedure of your customer service program, if applicable. Please include your response-time capabilities and commitments, as well as any incentives that help your providers meet your stated service goals or promises. 19) a) Identify any geographic areas of the United States that you will NOT be fully serving through the proposed contract. b) Identify any NJPA Member sectors (i.e., government, education, not-for-profit) that you will NOT be fully serving through the proposed contract. Please explain your answer. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? 20) Define any specific contract requirements or restrictions that would apply to our Members in Hawaii and Alaska and in US Territories. Marketing Plan 21) If you are awarded a contract, how will you train your sales management, dealer network, and direct sales teams (whichever apply) to ensure maximum impact? Please include how you will communicate your NJPA pricing and other contract detail to your sales force nationally. 22) Describe your marketing strategy for promoting this contract opportunity. Please include representative samples of your marketing materials in electronic format. 23) Describe your use of technology and digital data (e.g., social media, metadata usage) to enhance marketing effectiveness. 24) In your view, what is NJPA’s role in promoting contracts arising out of this RFP? How will you integrate an NJPA-awarded contract into your sales process? 34 25) Are your products or services available through an e-procurement ordering process? If so, describe your e-procurement system and how governmental and educational customers have used it. Value-Added Attributes 26) Describe any product, equipment, maintenance, or operator training programs that you offer to NJPA Members. Please include details, such as whether training is standard or optional, who provides training, and any costs that apply. 27) Describe any technological advances that your proposed products or services offer. 28) Describe any “green” initiatives that relate to your company or to your products or services, and include a list of the certifying agency for each. 29) Describe any Women or Minority Business Entity (WMBE) or Small Business Entity (SBE) accreditations that your company or hub partners have obtained. 30) What unique attributes does your company, your products, or your services offer to NJPA Members? What makes your proposed solutions unique in your industry as it applies to NJPA members? 31) Identify your ability and willingness to provide your products and services to NJPA member agencies in Canada. NOTE: Questions regarding Payment Terms, Warranty, Products/Equipment/Services, Pricing and Delivery, and Industry Specific Items are addressed on Form P. Signature: __________________________________________________________ Date: ________________________ 35 Form B PROPOSER INFORMATION Company Name: _________________________________________________________________________ Address: ________________________________________________________________________________ City/State/Zip: ___________________________________________________________________________ Phone: _____________________________________ Fax: ____________________________________ Toll-Free Number: ___________________________ E-mail: __________________________________ Website Address: _______________________________________________________________________________ COMPANY PERSONNEL CONTACTS Authorized signer for your organization Name: _________________________________________________________________________________ Email: _________________________________________________Phone: ___________________________________ The person identified here must have proper signing authority to sign the “Proposer’s Assurance of Compliance” on behalf of the Proposer. Who prepared your RFP response? Name:__________________________________________________Title:______________________________________ Email: _________________________________________________Phone:_____________________________________ Who is your company’s primary contact person for this proposal? Name: _________________________________________Title:______________________________________ Email: _________________________________________Phone:_____________________________________ Other important contact information Name: _________________________________________Title:______________________________________ Email: _________________________________________Phone:_____________________________________ Name: _________________________________________Title:______________________________________ Email: _________________________________________Phone:_____________________________________ 36 Form C EXCEPTIONS TO PROPOSAL, TERMS, CONDITIONS, AND SOLUTIONS REQUEST Company Name: _____________________________________________________________________________ Any exceptions to the terms, conditions, specifications, or proposal forms contained in this RFP must be noted in writing and included with the Proposer’s response. The Proposer acknowledges that the exceptions listed may or may not be accepted by NJPA or included in the final contract. NJPA will make reasonable efforts to accommodate the listed exceptions and may clarify the exceptions in the appropriate section below. Section/page Term, Condition, or Specification Exception NJPA ACCEPTS Proposer’s Signature: ______________________________________________________ Date: ________________ NJPA’s clarification on exceptions listed above: 37 Contract Award RFP #120716 FORM D Formal Offering of Proposal (To be completed only by the Proposer) VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES In compliance with the Request for Proposal (RFP) for VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES, the undersigned warrants that the Proposer has examined this RFP and, being familiar with all of the instructions, terms and conditions, general and technical specifications, sales and service expectations, and any special terms, agrees to furnish the defined products and related services in full compliance with all terms and conditions of this RFP, any applicable amendments of this RFP, and all Proposer’s response documentation. The Proposer further understands that it accepts the full responsibility as the sole source of solutions proposed in this RFP response and that the Proposer accepts responsibility for any subcontractors used to fulfill this proposal. Company Name: _______________________________ Date: ___________________________________________ Company Address: _______________________________________________________________________________ City:_________________________________________ State: ____________ Zip: __________________________ Contact Person: ________________________________ Title: ___________________________________________ Authorized Signature: ____________________________________________________________________________ (Name printed or typed) 38 Form E Contract Acceptance and Award (To be completed only by NJPA) NJPA #120716 ______________________________________________________ ___________________________________________________________________ Proposer’s full legal name Your proposal is hereby accepted, and a Contract is awarded. As an awarded Proposer, you are now bound to provide the defined products and services contained in your proposal offering according to all terms, conditions, and pricing set forth in this RFP, any amendments to this RFP, your response, and any exceptions accepted by NJPA. The effective start date of the Contract will be ___________________________, 20________ and continue until-_________________________ (no later than the later of four years from the expiration date of the currently awarded contract or four years from the NJPA Board’s contract award date). This contract may be extended for a fifth year at NJPA’s discretion. National Joint Powers Alliance® (NJPA) NJPA Authorized signature: ________________________________ _______________________________________ NJPA Executive Director (Name printed or typed) Awarded this _______ day of_________________________, 20___________ NJPA Contract Number #120716 NJPA Authorized signature: ________________________________ ________________________________________ NJPA Board Member (Name printed or typed) Executed this ______ day of __________________________, 20___________ NJPA Contract Number #120716 The Proposer hereby accepts this Contract award, including all accepted exceptions and NJPA clarifications. Vendor Name ____________________________________________ Vendor Authorized signature: _______________________________ __________________________________ (Name printed or typed) Title: _____________________________________________________________ Executed this _____________ day of ___________________, 20___________ NJPA Contract Number #120716 39 Form F PROPOSER ASSURANCE OF COMPLIANCE Proposal Affidavit Signature Page PROPOSER’S AFFIDAVIT The undersigned, authorized representative of the entity submitting the foregoing proposal (the “Proposer”), swears that the following statements are true to the best of his or her knowledge. 1. The Proposer is submitting its proposal under its true and correct name, the Proposer has been properly originated and legally exists in good standing in its state of residence, the Proposer possesses, or will possess before delivering any products and related services, all applicable licenses necessary for such delivery to NJPA members agencies. The undersigned affirms that he or she is authorized to act on behalf of, and to legally bind the Proposer to the terms in this Contract. 2. The Proposer, or any person representing the Proposer, has not directly or indirectly entered into any agreement or arrangement with any other vendor or supplier, any official or employee of NJPA, or any person, firm, or corporation under contract with NJPA, in an effort to influence the pricing, terms, or conditions relating to this RFP in any way that adversely affects the free and open competition for a Contract award under this RFP. 3. The Proposer has examined and understands the terms, conditions, scope, contract opportunity, specifications request, and other documents in this solicitation and affirms that any and all exceptions have been noted in writing and have been included with the Proposer’s RFP response. 4. The Proposer will, if awarded a Contract, provide to NJPA Members the /products and services in accordance with the terms, conditions, and scope of this RFP, with the Proposer-offered specifications, and with the other documents in this solicitation. 5. The Proposer agrees to deliver products and services through valid contracts, purchase orders, or means that are acceptable to NJPA Members. Unless otherwise agreed to, the Proposer must provide only new and first-quality products and related services to NJPA Members under an awarded Contract. 6. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 7. The Proposer understands that NJPA will reject RFP proposals that are marked “confidential” (or “nonpublic,” etc.), either substantially or in their entirety. Under Minnesota Statute §13.591, Subd. 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals generally become public data. Minnesota Statute §13.37 permits only certain narrowly defined data to be considered a “trade secret,” and thus nonpublic data under Minnesota’s Data Practices Act. 8. The Proposer understands that it is the Proposer’s duty to protect information that it considers nonpublic, and it agrees to defend and indemnify NJPA for reasonable measures that NJPA takes to uphold such a data designation. [The rest of this page has been left intentionally blank. Signature page below] 40 By signing below, Proposer is acknowledging that he or she has read, understands, and agrees to comply with the terms and conditions specified above. Company Name: Address: ____________________________________________________________________________________ City/State/Zip: _______________________________________________________________________________ Telephone Number: ______________________________________________________________ E-mail Address:______________________________________________________________________________ Authorized Signature: _________________________________________________________________________ Authorized Name (printed): ______________________________________________________________________ Title: _______________________________________________________________________________________ Date: _______________________________________________________________________________________ Notarized Subscribed and sworn to before me this ______________ day of ___________________, 20______________ Notary Public in and for the County of __________________________________________ State of __________ My commission expires: _______________________________________________________________________ Signature: __________________________________________________________________________________ 41 Form G OVERALL EVALUATION AND CRITERIA For the Proposed Subject VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES Conformance to RFP Terms and Conditions 50 Financial Viability and Marketplace Success 75 Ability to Sell and Deliver Service Nationwide 100 Marketing Plan 50 Value-Added Attributes 75 Warranty 50 Depth and Breadth of Offered Products and Related Services 200 Pricing 400 TOTAL POINTS 1000 Reviewed by: _________________________________________ Its_________________________________ _________________________________________Its_________________________________ 42 Form P PROPOSER QUESTIONNAIRE Payment Terms, Warranty, Products and Services, Pricing and Delivery, and Industry-Specific Questions Proposer Name: _________________________________________________________________________ Questionnaire completed by: ______________________________________________________________ Payment Terms and Financing Options 1) What are your payment terms (e.g., net 10, net 30)? 2) Do you provide leasing or financing options, especially those options that schools and governmental entities may need to use in order to make certain acquisitions?. 3) Briefly describe your proposed order process. Please include enough detail to support your ability to report quarterly sales to NJPA. For example, indicate whether your dealer network is included in your response and whether each dealer (or some other entity) will process the NJPA Members’ purchase orders. 4) Do you accept the P-card procurement and payment process? If so, is there any additional cost to NJPA Members for using this process? Warranty 5) Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may include in your response a copy of your warranties, but at a minimum please also answer the following questions. • Do your warranties cover all products, parts, and labor? • Do your warranties impose usage restrictions or other limitations that adversely affect coverage? • Do your warranties cover the expense of technicians’ travel time and mileage to perform warranty repairs? • Are there any geographic regions of the United States for which you cannot provide a certified technician to perform warranty repairs? How will NJPA Members in these regions be provided service for warranty repair? • Will you cover warranty service for items made by other manufacturers that are part of your proposal, or are these warranties issues typically passed on to the original equipment manufacturer? • What are your proposed exchange and return programs and policies? 6) Describe any service contract options for the items included in your proposal. Pricing, Delivery, Audits, and Administrative Fee 7) Provide a general narrative description of the equipment/products and related services you are offering in your proposal. 8) Describe your pricing model (e.g., line-item discounts or product-category discounts). Provide detailed pricing data (including standard or list pricing and the NJPA discounted price) on all of the items that you want NJPA to consider as part of your RFP response. Provide a SKU for each item in your proposal. (Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract. See the body of the RFP and the Price and Product Change Request Form for more detail.) 43 9) Please quantify the discount range presented in this response. For example, indicate that the pricing in your response represents is a 50% percent discount from the MSRP or your published list. 10) The pricing offered in this proposal is ________a. the same as the Proposer typically offers to an individual municipality, university, or school district. ________b. the same as the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments. _________c. better than the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments. ________d. other than what the Proposer typically offers (please describe). 11) Describe any quantity or volume discounts or rebate programs that you offer. 12) Propose a method of facilitating “sourced” products or related services, which may be referred to as “open market” items or “nonstandard options”. For example, you may supply such items “at cost” or “at cost plus a percentage,” or you may supply a quote for each such request. 13) Identify any total cost of acquisition costs that are NOT included in the pricing submitted with your response. This cost includes all additional charges that are not directly identified as freight or shipping charges. For example, list costs for items like installation, set up, mandatory training, or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer. 14) If delivery or shipping is an additional cost to the NJPA Member, describe in detail the complete shipping and delivery program. 15) Specifically describe those shipping and delivery programs for Alaska, Hawaii, Canada, or any offshore delivery. 16) Describe any unique distribution and/or delivery methods or options offered in your proposal. 17) Please specifically describe any self-audit process or program that you plan to employ to verify compliance with your proposed Contract with NJPA. This process includes ensuring that NJPA Members obtain the proper pricing, that the Vendor reports all sales under the Contract each quarter, and that the Vendor remits the proper administrative fee to NJPA. 18) Identify a proposed administrative fee that you will pay to NJPA for facilitating, managing, and promoting the NJPA Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor’s sales under the Contract or as a per-unit fee; it is not a line-item addition to the Member’s cost of goods. (See RFP Section 6.29 and following for details.) Industry-Specific Questions 19) Identify any features in your response that are different from your standard vehicle offering or that are unique to your proposal. 20) Demonstrate your processes to handle vehicles on order with NJPA members that are subject to a recall or that have open service campaigns. 21) Demonstrate your NJPA member communication processes from P.O. generation to the delivery of vehicle in order to meet member expectations. Signature: ___________________________________________________________Date: _______________________ 44 10 PRE-SUBMISSION CHECKLIST Check when Completed Contents of Your Bid Proposal Hard Copy Required Signed and Dated Electronic Copy Required - CD or Flash Drive Form A: Proposer Questionnaire with all questions answered completely X - signature page only X Form B: Proposer Information X Form C: Exceptions to Proposal, Terms, Conditions, and Solutions Request X X Form D: Formal Offering of Proposal X X Form E. Contract Acceptance and Award X Form F: Proposers Assurance of Compliance X X Form P: Proposer Questionnaire with all questions answered completely X-signature page only X Certificate of Insurance with $1.5 million coverage X X Copy of all RFP Addendums issued by NJPA X X Pricing for all Products/Equipment/Services within the RFP being proposed X Entire Proposal submittal including signed documents and forms.X All forms in the Hard Copy Required Signed and Dated should be inserted in the front of the submitted response, unbound. Package containing your proposal labeled and sealed with the following language: "Competitive Proposal Enclosed, Hold for Public Opening XX-XX-XXXX" Response Package mailed and delivered prior to deadline to: NJPA, 202 12th St NE, Staples, MN 56479 45 11 NJPA VENDOR PRICE AND PRODUCT CHANGE REQUEST FORM Section 1. Instructions for Vendor Requests for product or service changes, additions, or deletions will be considered at any time throughout the awarded contract term. All requests must be made in writing by completing sections 2, 3, and 4 of this NJPA Price and Product Change Request Form and signed by an authorized Vendor representative in section 5. All changes are subject to review by the NJPA Contracts & Compliance Manager and to approval by NJPA’s Chief Procurement Officer. Submit request through email to your assigned NJPA Contract Administrator. NJPA will determine whether the request is 1) within the scope of the original RFP, and 2) in the best interests of NJPA and NJPA Members. Approved Price and Product Change Request Forms will be signed and emailed to the Vendor contact. The Vendor must complete this change request form and individually list or attach all items or services subject to change, must provide sufficiently detailed explanation and documentation for the change, and must include a complete restatement of pricing documentation in an appropriate format (preferably Microsoft® Excel®). The pricing document must identify all products and services being offered and must conform to the following NJPA product/price change naming convention: (Vendor Name) (NJPA Contract #) (effective pricing date); for example, “Acme Widget Company #012416-AWC eff. 01-01-2017.” NOTE: New pricing restatements must include all products and services offered regardless of whether their prices have changed and must include a new “effective date” on the pricing documents. This requirement reduces confusion by providing a single, current pricing sheet for each Vendor and creates a historical record of pricing. ADDITIONS. New products and related services may be added to a contract if such additions are within the scope of the original RFP. DELETIONS. New products and related services may be deleted from a contract if, for example, they are no longer available or have been modified to a point where they are outside the scope of the RFP. PRICE CHANGES: Vendors may request price changes if they provide sufficient rationale for the change. For example, a Vendor that manufactures products that require substantial petroleum-related material might request a 3% price increase because of a 20% increase in petroleum costs. Price decreases: NJPA expects Vendors to propose their very best prices and anticipates that price reductions might occur because of improved technologies or marketplace efficiencies. Price increases: Acceptable price increases typically result from specific Vendor cost increases. The Vendor must include reasonable justification for the price increase and must not, for example, offer merely generalized statements about an increase in a cost-of-living index. Appropriate documentation should be attached to this form, including such items as letters from suppliers announcing price increases. Refer to the RFP for complete “Pricing” details. Section 2. Vendor Name and Type of Change Request CHECK ALL CHANGES THAT APPLY: AWARDED VENDOR NAME: ☐ Adding Products/Services vices ☐ Deleting Products/Services ☐ Price Increase NJPA CONTRACT NUMBER: ☐ Price Decrease 46 Section 3. Detailed Explanation of Need for Changes List the products and/or services that are changing or being added or deleted from the previous contract price list, along with the percentage change for each item or category. (Attach a separate, detailed document if changing more than 10 items.) Provide a general statement and documentation explaining the reasons for these price and/or product changes. EXAMPLES: 1) “All pricing for paper products and services are increased 5% because of increased raw material and transportation costs (see attached documentation of fuel and raw materials increase).” 2) “The 6400 series floor polisher is being added to the product list as a new model, replacing the 5400 series. The 6400 series 3% increase reflects technological changes that improve the polisher’s efficiency and useful life. The 5400 series is now included in the “Hot List” at a 20% discount from the previous pricing until the remaining inventory is liquidated.” If adding products, state how these are within the scope of the original RFP. If changing prices or adding products or services, state how the pricing is consistent with existing NJPA contract pricing. 47 Section 4. Complete Restatement of Pricing Submitted A COMPLETE restatement of the pricing, including all new and existing products and services is attached and has been emailed to the Vendor’s Contract Administrator. ☐ Yes ☐ No Section 5. Signatures __________________________________________________________ ________________________ Vendor Authorized Signature Date ____________________________________________ Print Name and Title of Authorized Signer __________________________________________________________ _________________________ Jeremy Schwartz, NJPA Director of Cooperative Contracts and Procurement/CPO Date 48 Appendix A NJPA The National Joint Powers Alliance® (NJPA), on behalf of NJPA and its current and potential Member agencies, which includes all governmental, higher education, K-12 education, not-for-profit, tribal governmental, and all other public agencies located in all fifty states, Canada, and internationally, issues this Request For Proposal (RFP) to result in a national contract solution. For your reference, the links below include some, but not all, of the entities included in this proposal. http://www.usa.gov/Agencies/Local_Government/Cities.shtml http://nces.ed.gov/globallocator/ https://harvester.census.gov/imls/search/index.asp http://nccsweb.urban.org/PubApps/search.php http://www.usa.gov/Government/Tribal-Sites/index.shtml http://www.usa.gov/Agencies/State-and-Territories.shtml http://www.nreca.coop/about-electric-cooperatives/member-directory/ Oregon Hawaii Washington ADDENDUM ONE (1) To that certain NJPA RFP #120716 Issued by National Joint Powers Alliance® For the procurement of VEHICLES, CARS, VANS, SUVs, AND LIGHT TRUCKS WITH RELATED EQUIPMENT, ACCESSORIES, AND SERVICES Consider the following to be part of the above-titled RFP: Pre-Proposal Conference. Because some prospective vendors may have had difficulty accessing our originally scheduled pre-proposal conference, we are providing another conference. You do not need to attend this conference in order to respond to the RFP, but it is highly recommended. It will be held November 23, 11 a.m. CT. Topic: Vehicles, Cars, Vans, SUVs, & Light Trucks with Related Equipment, Accessories, and Services Host: National Joint Powers Alliance Date and Time: Wednesday, November 23, 2016 11:00 am, Central Standard Time (Chicago, GMT-06:00) Wednesday, November 23, 2016 12:00 pm, Eastern Standard Time (New York, GMT-05:00) Wednesday, November 23, 2016 9:00 am, Pacific Standard Time (San Francisco, GMT-08:00) Wednesday, November 23, 2016 10:00 am, Mountain Standard Time (Arizona, GMT-07:00) Event number: 660 414 994 Registration password: This event does not require a password for registration To view in other time zones or languages, please click the link: https://njpa.webex.com/njpa/onstage/g.php?MTID=e1d362d785372a206a9e12e120811c627 ------------------------------------------------------- To join the audio conference only ------------------------------------------------------- US TOLL: +1-415-655-0001 Global call-in numbers: https://njpa.webex.com/njpa/globalcallin.php?serviceType=EC&ED=491351762&tollFree=0 Access code: 660 414 994 ------------------------------------------------------- For assistance ------------------------------------------------------- You can contact National Joint Powers Alliance at: vidcon@njpacoop.org https://www.webex.com IMPORTANT NOTICE: This WebEx service includes a feature that allows audio and any documents and other materials exchanged or viewed during the session to be recorded. By joining this session, you automatically consent to such recordings. If you do not consent to the recording, discuss your concerns with the meeting host prior to the start of the recording or do not join the session. Please note that any such recordings may be subject to discovery in the event of litigation. Acknowledgment of Addendum One (1) to RFP 120716 emailed on November 16, 2016. COMPANY NAME: _________________________________________________ SIGNATURE: _________________________________________________ DATE: ________________________________ Please include this signed Addendum with your RFP response. City of Palo Alto (ID # 10602) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/7/2019 City of Palo Alto Page 1 Summary Title: Amendment of M Group contract Title: Approval of Amendment Number 1 to Contract Number C18168707 With Metropolitan Planning Group to Increase Compensation by $250,000 for a Total Not-to-Exceed Amount of $750,000 for the Existing Three-year Contract Supporting Planning Review; and Finding This Project Exempt from Environmental Review in Accordance With Section 15061 of the California Environmental Quality Act Guidelines (CEQA) From: City Manager Lead Department: Planning and Development Recommendation Staff recommends that the City Council authorize the City Manager to approve Amendment No. 1 to Contract C18168707 (Attachment A) with Metropolitan Planning Group (M Group) in the amount of $250,000 for a total not to exceed amount of $750,000 and find the Amendment exempt from the California Environmental Quality Act in accordance with CEQA Guidelines Section 15061. Background and Discussion The Planning and Community Environment Department historically maintained contracts with several consultants to provide various on-call planning services. Effective July 1, 2019, Planning and Development Services merged to become Planning and Development Services. The department relies on on-call service providers to work on special projects requiring particular areas of expertise, when staff vacancies are high, or to address fluctuations in workload. Following a competitive solicitation and selection process, Council approved seven three-year on-call planning and environmental consulting contracts in June 2017 (Staff Report 7909, https://www.cityofpaloalto.org/civicax/filebank/documents/58315). Based on the department’s experience following the formal solicitation, planning consultants from the Metropolitan Planning Group (M Group) have been used extensively as project managers to manage applications for planning entitlements. Although all seven on-call contracts are for a term of three years, the department City of Palo Alto Page 2 initially took a conservative approach, limiting the maximum compensation under these contracts to the minimal amount of expected usage. This approach was taken in order to avoid overbudgeting any of the contracts and to allow the department to gauge the usage of the contracts, requesting Council approval for adjustments, as necessary. Due to an unusually high level of critical staff vacancies, the department will continue to rely on consultants more heavily than initially anticipated and needs additional capacity in order to use this contract with M Group through its June 2020 expiration date while the department recruits and trains new staff. Staff requests a $250,000 increase in the M Group contract maximum compensation to provide sufficient contract capacity to allow continued use of M Group until June 30, 2020 when this contract expires. Resource Impact Sufficient funding for the contract increase is available within the Planning and Development Services budget in the Fiscal Year 2020 Adopted Operating Budget. At the current rate of utilization, amending the M Group contract to an amount not to exceed $750,000 will provide enough capacity to cover the department’s needs through the contract end date of June, 2020. Environmental Review This project is exempt from environmental review under Section 15061 of the California Environmental Quality Act Guidelines. Attachments: Attachment A: Amended Contract C18168707-M_Group DocuSign Envelope ID: EF950DBC-17AB-4D77-B75E-3A28B32495BB 1 Revision July 20, 2016 AMENDMENT NO. 1 TO CONTRACT NO. C18168707 BETWEEN THE CITY OF PALO ALTO AND METROPOLITAN PLANNING GROUP This Amendment No. 1 to Contract No. C18168707 (“Contract”) is entered into September 23, 2019, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and METROPOLITAN PLANNING GROUP, a California corporation, located at 307 Orchard City Drive, Suite 100, Campbell, CA 95008 ("CONSULTANT"). R E C I T A L S A. The Contract was entered into between the parties for the provision of on- call Planning and Environmental support. B. City intends to increase the compensation by $250,000.00 from $500,000.00 to $750,000.00. On-call service has been using heavily due to staffing shortages. C. The parties wish to amend the Contract. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: as follows: SECTION 1. Section 4, NOT TO EXCEED COMPENSATION is hereby amended to read “SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Seven Hundred Fifty Thousand Dollars ($750,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. DocuSign Envelope ID: EF950DBC-17AB-4D77-B75E-3A28B32495BB 2 Revision July 20, 2016 SECTION 2. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: METROPOLITAN PLANNING GROUP Officer 1 By: Name: Title: PRESIDENT City Attorney or designee Officer 2 By: Name: Heather Bradley Title: Principal Geoff Bradley Certificate Of Completion Envelope Id: EF950DBC17AB4D77B75E3A28B32495BB Status: Completed Subject: Please DocuSign: Amend #1 C18168707 - M Group - legal reviewed.doc Source Envelope: Document Pages: 2 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 12.220.157.20 Record Tracking Status: Original 8/16/2019 3:51:54 PM Holder: Terry Loo Terry.Loo@CityofPaloAlto.org Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign Geoff Bradley geoff@mplanninggroup.com PRESIDENT Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 73.231.203.148 Sent: 8/16/2019 3:57:16 PM Viewed: 8/16/2019 3:57:43 PM Signed: 8/16/2019 3:57:54 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Heather Bradley hbradley@m-group.us Principal Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 96.64.197.97 Sent: 8/16/2019 3:57:56 PM Viewed: 8/16/2019 4:03:10 PM Signed: 8/16/2019 4:03:29 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherry Nikzat sherry.nikzat@cityofpaloalto.org Sr. Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 8/16/2019 4:03:30 PM Carbon Copy Events Status Timestamp Certified Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Editor Delivery Events Status Timestamp In Person Signer Events Signature Timestamp Signer Events Signature Timestamp Khashayar Alaee khashayar.alaee@cityofpaloalto.org Senior Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 8/16/2019 4:03:31 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Certified Delivered Signing Complete Completed Hashed/Encrypted Security Checked Security Checked Security Checked 8/16/2019 4:03:31 PM 8/16/2019 4:03:31 PM 8/16/2019 4:03:31 PM 8/16/2019 4:03:31 PM Payment Events Status Timestamps Carbon Copy Events Status Timestamp City of Palo Alto (ID # 10605) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/7/2019 City of Palo Alto Page 1 Summary Title: Approval of a Construction Contract for Palo Alto Animal Shelter Medical Suite Renovation Title: Approval of Contract Number C20176719 With Alex Kushner General Inc. in the Amount of $614,909 for the Animal Shelter Renovation, Capital Improvement Program Project, PE-19002 From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council: 1. Approve and authorize the City Manager or his designee to execute the attached contract C20176719 with Alex Kushner General Inc. (Attachment A) in the not-to-exceed amount of $614,909 for the Animal Shelter Renovation Capital Improvement Program Project (PE- 19002); and 2. Authorize the City Manager or his designee to negotiate and execute one or more change orders to the contract with Alex Kushner General Inc. for related additional but unforeseen work which may develop during the project, the total value of which shall not exceed $61,491. Background/Discussion For the last 40 years, the City of Palo Alto has operated a full-service animal shelter located at 3281 East Bayshore Road. The animal services include a spay and neuter clinic, vaccine clinic, and adoption services for various types of animals. In November 2018, Council approved an operating agreement with Pets In Need (Staff Report #9822) to provide full-service shelter operation at the Palo Alto Animal Shelter. Under the agreement, the City is responsible for remodeling the medical suite. In February 2019, Council authorized a contract with Swatt Miers Architects, Inc. to provide design services for the medical suite (Staff Report #10057). Under this proposed contract, the City’s contractor will renovate the interior and exterior of the medical suite (see Attachment B for project location). The work consists of a 581 square foot interior remodel, required hazardous material removal, relocation of the existing mechanical CITY OF PALO ALTO City of Palo Alto Page 2 units, and associated site work. The project includes a new exterior public entrance and a separate staff exit. During construction, the existing animal shelter facility will remain open to the public. Bid Process On August 27, 2019, a notice inviting formal bids (IFB) for the Palo Alto Animal Shelter Medical Suite Renovation Project was posted on the City’s eProcurement site, and sent to 8 builder’s exchanges and 125 contractors through the City’s eProcurement system. The bidding period was 22 calendar days. Bids were received from 5 qualified contractors and 1 non-responsive contractor on September 17, 2019, as listed on the attached Bid Summary (Attachment C). Summary of Bid Process Bid Name/Number PAAS Medical Suite Renovation Proposed Length of Project 120 Calendar Days Number of Bid Packages Downloaded by Builder’s Exchanges 9 Number of Bid Packages Downloaded by Prime Contractors 9 Total Days to Respond to Bid 22 Calendar Days Pre-Bid Meeting? Yes (not mandatory) Number of Bids Received: 6 Base Bid Price Range $598,800 - $847,000 Base bids ranged from $598,800 to $847,000, and from 5% below to 34% above the engineer’s estimate. Staff has reviewed all bids submitted and found the bid submitted by the lowest bidder to be non-responsive, as the bid security requirements were not met. Staff recommends that the bid totaling $614,909 submitted by Alex Kushner General Inc. be accepted and Alex Kushner General Inc. be declared the lowest responsive and responsible bidder. The contingency amount of $61,491, which equals 10 percent of the total contract, is requested for related, additional, but unforeseen work that may develop during the project. The intent to award was issued on September 19, 2019 with a 5-business day protest period. At the time this report was published the protest period was still open. Staff checked references for similar projects performed by Alex Kushner General Inc. and did not find any significant complaints with their previous work. Staff also checked with the Contractor's State License Board and confirmed that the contractor has an active license on file. Resource Impact Funding for this project is available in the Fiscal Year 2020 Capital Improvement Program Animal Shelter Renovation Project (PE-19002). Policy Implications City of Palo Alto Page 3 This project is in conformance with the City of Palo Alto’s Comprehensive Plan and does not represent any changes to existing City policies. Environmental Review This renovation project is a minor alteration and repair to existing facilities and is categorically exempt from the California Environmental Quality Act (CEQA) under Section 15301(c) of the CEQA Guidelines. Attachments: Attachment A - C20176719 Medical Suite Renovation Construction Contract Attachment B - Project Location Attachment C - Bid Summary Table Invitation for Bid (IFB) Package 1 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT Contract No. C20176719 City of Palo Alto Palo Alto Animal Shelter (PAAS) Medical Suite Renovation Attachment A CI TY OF PALO ALTO Invitation for Bid (IFB) Package 2 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT TABLE OF CONTENTS SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS…………………………………….…………..6 1.1 Recitals…………………………………………………………………………………………………………………….6 1.2 Definitions……………………………………………………………………………………………………………….6 SECTION 2 THE PROJECT………………………………………………………………………………………………………...6 SECTION 3 THE CONTRACT DOCUMENTS………………………………………………………………………………..7 3.1 List of Documents…………………………………………………………………………………………….........7 3.2 Order of Precedence……………………………………………………………………………………………......7 SECTION 4 CONTRACTOR’S DUTY…………………………………………………………………………………………..8 4.1 Contractor's Duties…………………………………………………………………………………………………..8 SECTION 5 PROJECT TEAM……………………………………………………………………………………………………..8 5.1 Contractor's Co-operation………………………………………………………………………………………..8 SECTION 6 TIME OF COMPLETION…………………………………………………………………………………….......8 6.1 Time Is of Essence…………………………………………………………………………………………………….8 6.2 Commencement of Work…………………………………………………………………………………………8 6.3 Contract Time…………………………………………………………………………………………………………..8 6.4 Liquidated Damages…………………………………………………………………………………………………8 6.4.1 Other Remedies……………………………………………………………………………………………………..9 6.5 Adjustments to Contract Time………………………………………………………………………………….9 SECTION 7 COMPENSATION TO CONTRACTOR……………………………………………………………………….9 7.1 Contract Sum……………………………………………………………………………………………………………9 7.2 Full Compensation……………………………………………………………………………………………………9 SECTION 8 STANDARD OF CARE……………………………………………………………………………………………..9 8.1 Standard of Care…………………………………………………………………………………..…………………9 SECTION 9 INDEMNIFICATION…………………………………………………………………………………………..…10 9.1 Hold Harmless……………………………………………………………………………………………………….10 9.2 Survival…………………………………………………………………………………………………………………10 SECTION 10 NON-DISCRIMINATION……..………………………………………………………………………………10 10.1 Municipal Code Requirement…………….………………………………..……………………………….10 SECTION 11 INSURANCE AND BONDS.…………………………………………………………………………………10 Attachment A Invitation for Bid (IFB) Package 3 Rev. March 17, 2017 CONSTRUCTION CONTRACT 11.1 Evidence of Coverage…………………………………………………………………………………………..10 SECTION 12 PROHIBITION AGAINST TRANSFERS…………………………………………………………….…11 12.1 Assignment………………………………………………………………………………………………………….11 12.2 Assignment by Law.………………………………………………………………………………………………11 SECTION 13 NOTICES …………………………………………………………………………………………………………….11 13.1 Method of Notice …………………………………………………………………………………………………11 13.2 Notice Recipents ………………………………………………………………………………………………….11 13.3 Change of Address……………………………………………………………………………………………….12 SECTION 14 DEFAULT…………………………………………………………………………………………………………...12 14.1 Notice of Default………………………………………………………………………………………………….12 14.2 Opportunity to Cure Default…………………………………………………………………………………12 SECTION 15 CITY'S RIGHTS AND REMEDIES…………………………………………………………………………..12 15.1 Remedies Upon Default……………………………………………………………………………………….12 15.1.1 Delete Certain Services…………………………………………………………………………………….12 15.1.2 Perform and Withhold……………………………………………………………………………………..13 15.1.3 Suspend The Construction Contract…………………………………………………………………13 15.1.4 Terminate the Construction Contract for Default………………………………………………13 15.1.5 Invoke the Performance Bond………………………………………………………………………….13 15.1.6 Additional Provisions……………………………………………………………………………………….13 15.2 Delays by Sureties……………………………………………………………………………………………….13 15.3 Damages to City…………………………………………………………………………………………………..14 15.3.1 For Contractor's Default…………………………………………………………………………………..14 15.3.2 Compensation for Losses…………………………………………………………………………………14 15.4 Suspension by City……………………………………………………………………………………………….14 15.4.1 Suspension for Convenience……………………………………………………………………………..14 15.4.2 Suspension for Cause………………………………………………………………………………………..14 15.5 Termination Without Cause…………………………………………………………………………………14 15.5.1 Compensation………………………………………………………………………………………………….14 15.5.2 Subcontractors………………………………………………………………………………………………..15 15.6 Contractor’s Duties Upon Termination………………………………………………………………...15 SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES……………………………………………………………16 16.1 Contractor’s Remedies……………………………………..………………………………..………………….16 Attachment A Invitation for Bid (IFB) Package 4 Rev. March 17, 2017 CONSTRUCTION CONTRACT 16.1.1 For Work Stoppage……………………………………………………………………………………………16 16.1.2 For City's Non-Payment…………………………………………………………………………………….16 16.2 Damages to Contractor………………………………………………………………………………………..16 SECTION 17 ACCOUNTING RECORDS………………………………………………………………………………….…16 17.1 Financial Management and City Access………………………………………………………………..16 17.2 Compliance with City Requests…………………………………………………………………………….17 SECTION 18 INDEPENDENT PARTIES……………………………………………………………………………………..17 18.1 Status of Parties……………………………………………………………………………………………………17 SECTION 19 NUISANCE……………………………………………………………………………………………………….…17 19.1 Nuisance Prohibited……………………………………………………………………………………………..17 SECTION 20 PERMITS AND LICENSES…………………………………………………………………………………….17 20.1 Payment of Fees…………………………………………………………………………………………………..17 SECTION 21 WAIVER…………………………………………………………………………………………………………….17 21.1 Waiver………………………………………………………………………………………………………………….17 SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS……………………………….18 22.1 Governing Law…………………………………………………………………………………………………….18 22.2 Compliance with Laws…………………………………………………………………………………………18 22.2.1 Palo Alto Minimum Wage Ordinance…………….………………………………………………….18 SECTION 23 COMPLETE AGREEMENT……………………………………………………………………………………18 23.1 Integration………………………………………………………………………………………………………….18 SECTION 24 SURVIVAL OF CONTRACT…………………………………………………………………………………..18 24.1 Survival of Provisions……………………………………………………………………………………………18 SECTION 25 PREVAILING WAGES………………………………………………………………………………………….18 SECTION 26 NON-APPROPRIATION……………………………………………………………………………………….19 26.1 Appropriation………………………………………………………………………………………………………19 SECTION 27 AUTHORITY……………………………………………………………………………………………………….19 27.1 Representation of Parties…………………………………………………………………………………….19 SECTION 28 COUNTERPARTS………………………………………………………………………………………………..19 28.1 Multiple Counterparts………………………………………………………………………………………….19 SECTION 29 SEVERABILITY……………………………………………………………………………………………………19 29.1 Severability………………………………………………………………………………………………………….19 SECTION 30 STATUTORY AND REGULATORY REFERENCES …………………………………………………..19 Attachment A Invitation for Bid (IFB) Package 5 Rev. March 17, 2017 CONSTRUCTION CONTRACT 30.1 Amendments of Laws…………………………………………………………………………………………..19 SECTION 31 WORKERS’ COMPENSATION CERTIFICATION………………………………………………….….19 31.1 Workers Compensation…………………………………………………………………………………….19 SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS………………………………..…20 32.1 General Notice to Contractor…………………………………………………………………………….20 32.2 Labor Code section 1771.1(a)…………………………………………………………………………….20 32.3 DIR Registration Required…………………………………………………………………………………20 32.4 Posting of Job Site Notices…………………………………………………………………………………20 32.5 Payroll Records…………………………………………………………………………………………………20 Attachment A Invitation for Bid (IFB) Package 6 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT THIS CONSTRUCTION CONTRACT entered into on October 7, 2019 (“Execution Date”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and Alex Kushner General, Inc. ("Contractor"), is made with reference to the following: R E C I T A L S: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. Contractor is a Corporation duly organized and in good standing in the State of California, Contractor’s License Number 1007203 and Department of Industrial Relations Registration Number 1000061175. Contractor represents that it is duly licensed by the State of California and has the background, knowledge, experience and expertise to perform the obligations set forth in this Construction Contract. C. On August 27, 2019, City issued an Invitation for Bids (IFB176719) to contractors for the Palo Alto Animal Shelter (Paas) Medical Suite Renovation (“Project”). In response to the IFB, Contractor submitted a Bid. D. City and Contractor desire to enter into this Construction Contract for the Project, and other services as identified in the Contract Documents for the Project upon the following terms and conditions. NOW THEREFORE, in consideration of the mutual promises and undertakings hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and between the undersigned parties as follows: SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS. 1.1 Recitals. All of the recitals are incorporated herein by reference. 1.2 Definitions. Capitalized terms shall have the meanings set forth in this Construction Contract and/or in the General Conditions. If there is a conflict between the definitions in this Construction Contract and in the General Conditions, the definitions in this Construction Contract shall prevail. SECTION 2 THE PROJECT. The Project is the Palo Alto Animal Shelter (Paas) Medical Suite Renovation Project, located at 3281 E. Bayshore Rd., Palo Alto, CA. 94303 ("Project"). Attachment A Invitation for Bid (IFB) Package 7 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 3 THE CONTRACT DOCUMENTS. 3.1 List of Documents. The Contract Documents (sometimes collectively referred to as “Agreement” or “Bid Documents”) consist of the following documents which are on file with the Purchasing Division and are hereby incorporated by reference. 1) Change Orders 2) Field Orders 3) Contract 4) Bidding Addenda 5) Special Provisions 6) General Conditions 7) Project Plans and Drawings 8) Technical Specifications 9) Instructions to Bidders 10) Invitation for Bids 11) Contractor's Bid/Non-Collusion Declaration 12) Reports listed in the Contract Documents 13) Public Works Department’s Standard Drawings and Specifications (most current version at time of Bid) 14) Utilities Department’s Water, Gas, Wastewater, Electric Utilities Standards (most current version at time of Bid) 15) City of Palo Alto Traffic Control Requirements 16) City of Palo Alto Truck Route Map and Regulations 17) Notice Inviting Pre-Qualification Statements, Pre-Qualification Statement, and Pre- Qualification Checklist (if applicable) 18) Performance and Payment Bonds 3.2 Order of Precedence. For the purposes of construing, interpreting and resolving inconsistencies between and among the provisions of this Contract, the Contract Documents shall have the order of precedence as set forth in the preceding section. If a claimed inconsistency cannot be resolved through the order of precedence, the City shall have the sole power to decide which document or provision shall govern as may be in the best interests of the City. Attachment A Invitation for Bid (IFB) Package 8 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 4 CONTRACTOR’S DUTY. 4.1 Contractor’s Duties Contractor agrees to perform all of the Work required for the Project, as specified in the Contract Documents, all of which are fully incorporated herein. Contractor shall provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including, but not limited to, provision of all necessary labor, materials, equipment, transportation, and utilities, unless otherwise specified in the Contract Documents. Contractor also agrees to use its best efforts to complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents. SECTION 5 PROJECT TEAM. 5.1 Contractor’s Co-operation. In addition to Contractor, City has retained, or may retain, consultants and contractors to provide professional and technical consultation for the design and construction of the Project. The Contract requires that Contractor operate efficiently, effectively and cooperatively with City as well as all other members of the Project Team and other contractors retained by City to construct other portions of the Project. SECTION 6 TIME OF COMPLETION. 6.1 Time Is of Essence. Time is of the essence with respect to all time limits set forth in the Contract Documents. 6.2 Commencement of Work. Contractor shall commence the Work on the date specified in City’s Notice to Proceed. 6.3 Contract Time. Work hereunder shall begin on the date specified on the City’s Notice to Proceed and shall be completed not later than. within One Hundred Twenty calendar days (120) after the commencement date specified in City’s Notice to Proceed. By executing this Construction Contract, Contractor expressly waives any claim for delayed early completion. 6.4 Liquidated Damages. Pursuant to Government Code Section 53069.85, if Contractor fails to achieve Substantial Completion of the entire Work within the Contract Time, including any approved extensions thereto, City may assess liquidated damages on a daily basis for each day of Unexcused Delay in achieving Substantial Completion, based on the amount of One Thousand dollars ($1,000) per day, or as otherwise specified in the Special Provisions. Liquidated damages may also be separately assessed for failure to meet milestones specified elsewhere in the Contract Documents, regardless of impact on the time for achieving Substantial Completion. The assessment of liquidated damages is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer by delay in completion of the Work. The City is entitled to setoff the amount of liquidated damages assessed against any payments otherwise due to Contractor, Attachment A • IZI Invitation for Bid (IFB) Package 9 Rev. March 17, 2017 CONSTRUCTION CONTRACT including, but not limited to, setoff against release of retention. If the total amount of liquidated damages assessed exceeds the amount of unreleased retention, City is entitled to recover the balance from Contractor or its sureties. Occupancy or use of the Project in whole or in part prior to Substantial Completion, shall not operate as a waiver of City’s right to assess liquidated damages. 6.4.1 Other Remedies. City is entitled to any and all available legal and equitable remedies City may have where City’s Losses are caused by any reason other than Contractor’s failure to achieve Substantial Completion of the entire Work within the Contract Time. 6.5 Adjustments to Contract Time. The Contract Time may only be adjusted for time extensions approved by City and memorialized in a Change Order approved in accordance with the requirements of the Contract Documents. SECTION 7 COMPENSATION TO CONTRACTOR. 7.1 Contract Sum. Contractor shall be compensated for satisfactory completion of the Work in compliance with the Contract Documents the Contract Sum of Six Hundred Fourteen Thousand Nine Hundred Nine Dollars ($614,909.00). [This amount includes the Base Bid and Allowances] 7.2 Full Compensation. The Contract Sum shall be full compensation to Contractor for all Work provided by Contractor and, except as otherwise expressly permitted by the terms of the Contract Documents, shall cover all Losses arising out of the nature of the Work or from the acts of the elements or any unforeseen difficulties or obstructions which may arise or be encountered in performance of the Work until its Acceptance by City, all risks connected with the Work, and any and all expenses incurred due to suspension or discontinuance of the Work, except as expressly provided herein. The Contract Sum may only be adjusted for Change Orders approved in accordance with the requirements of the Contract Documents. SECTION 8 STANDARD OF CARE. 8.1 Standard of Care. Contractor agrees that the Work shall be performed by qualified, experienced and well-supervised personnel. All services performed in connection with this Construction Contract shall be performed in a manner consistent with the standard of care under California law applicable to those who specialize in providing such services for projects of the type, scope and complexity of the Project. Attachment A Invitation for Bid (IFB) Package 10 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 9 INDEMNIFICATION. 9.1 Hold Harmless. To the fullest extent allowed by law, Contractor will defend, indemnify, and hold harmless City, its City Council, boards and commissions, officers, agents, employees, representatives and volunteers (hereinafter individually referred to as an “Indemnitee” and collectively referred to as "Indemnitees"), through legal counsel acceptable to City, from and against any and liability, loss, damage, claims, expenses (including, without limitation, attorney fees, expert witness fees, paralegal fees, and fees and costs of litigation or arbitration) (collectively, “Liability”) of every nature arising out of or in connection with the acts or omissions of Contractor, its employees, Subcontractors, representatives, or agents, in performing the Work or its failure to comply with any of its obligations under the Contract, except such Liability caused by the active negligence, sole negligence, or willful misconduct of an Indemnitee. Contractor shall pay City for any costs City incurs to enforce this provision. Except as provided in Section 9.2 below, nothing in the Contract Documents shall be construed to give rise to any implied right of indemnity in favor of Contractor against City or any other Indemnitee. Pursuant to Public Contract Code Section 9201, City shall timely notify Contractor upon receipt of any third-party claim relating to the Contract. 9.2 Survival. The provisions of Section 9 shall survive the termination of this Construction Contract. SECTION 10 NON-DISCRIMINATION. 10.1 Municipal Code Requirement. As set forth in Palo Alto Municipal Code section 2.30.510, Contractor certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. Contractor acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and will comply with all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 11 INSURANCE AND BONDS. 11.1 Evidence of coverage. Within ten (10) business days following issuance of the Notice of Award, Contractor shall provide City with evidence that it has obtained insurance and shall submit Performance and Payment Bonds satisfying all requirements in Article 11 of the General Conditions. Attachment A Invitation for Bid (IFB) Package 11 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 12 PROHIBITION AGAINST TRANSFERS. 12.1 Assignment. City is entering into this Construction Contract in reliance upon the stated experience and qualifications of the Contractor and its Subcontractors set forth in Contractor’s Bid. Accordingly, Contractor shall not assign, hypothecate or transfer this Construction Contract or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any assignment, hypothecation or transfer without said consent shall be null and void, and shall be deemed a substantial breach of contract and grounds for default in addition to any other legal or equitable remedy available to the City. 12.2 Assignment by Law. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor or of any general partner or joint venturer or syndicate member of Contractor, if the Contractor is a partnership or joint venture or syndicate or co-tenancy shall result in changing the control of Contractor, shall be construed as an assignment of this Construction Contract. Control means more than fifty percent (50%) of the voting power of the corporation or other entity. SECTION 13 NOTICES. 13.1 Method of Notice. All notices, demands, requests or approvals to be given under this Construction Contract shall be given in writing and shall be deemed served on the earlier of the following: (i) On the date delivered if delivered personally; (ii) On the third business day after the deposit thereof in the United States mail, postage prepaid, and addressed as hereinafter provided; (iii) On the date sent if sent by facsimile transmission; (iv) On the date sent if delivered by electronic mail; or (v) On the date it is accepted or rejected if sent by certified mail. 13.2 Notice to Recipients. All notices, demands or requests (including, without limitation, Change Order Requests and Claims) from Contractor to City shall include the Project name and the number of this Construction Contract and shall be addressed to City at: To City: City of Palo Alto City Clerk 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 Copy to: City of Palo Alto Public Works Administration 250 Hamilton Avenue Palo Alto, CA 94301 Attn: Young Tran AND Attachment A Invitation for Bid (IFB) Package 12 Rev. March 17, 2017 CONSTRUCTION CONTRACT In addition, copies of all Claims by Contractor under this Construction Contract shall be provided to the following: Palo Alto City Attorney’s Office 250 Hamilton Avenue P.O. Box 10250 Palo Alto, California 94303 All Claims shall be sent by registered mail or certified mail with return receipt requested. All notices, demands, requests or approvals from City to Contractor shall be addressed to: Alex Kushner General Inc. 2364 Funston Ave San Francisco, CA 94116 Attn: Alex Kushner 13.3 Change of Address. In advance of any change of address, Contractor shall notify City of the change of address in writing. Each party may, by written notice only, add, delete or replace any individuals to whom and addresses to which notice shall be provided. SECTION 14 DEFAULT. 14.1 Notice of Default. In the event that City determines, in its sole discretion, that Contractor has failed or refused to perform any of the obligations set forth in the Contract Documents, or is in breach of any provision of the Contract Documents, City may give written notice of default to Contractor in the manner specified for the giving of notices in the Construction Contract, with a copy to Contractor’s performance bond surety. 14.2 Opportunity to Cure Default. Except for emergencies, Contractor shall cure any default in performance of its obligations under the Contract Documents within two (2) Days (or such shorter time as City may reasonably require) after receipt of written notice. However, if the breach cannot be reasonably cured within such time, Contractor will commence to cure the breach within two (2) Days (or such shorter time as City may reasonably require) and will diligently and continuously prosecute such cure to completion within a reasonable time, which shall in no event be later than ten (10) Days after receipt of such written notice. SECTION 15 CITY'S RIGHTS AND REMEDIES. 15.1 Remedies Upon Default. If Contractor fails to cure any default of this Construction Contract within the time period set forth above in Section 14, then City may pursue any remedies available under law or equity, including, without limitation, the following: 15.1.1 Delete Certain Services. City may, without terminating the Construction Contract, delete certain portions of the Work, reserving to itself all rights to Losses related thereto. Attachment A Invitation for Bid (IFB) Package 13 Rev. March 17, 2017 CONSTRUCTION CONTRACT 15.1.2 Perform and Withhold. City may, without terminating the Construction Contract, engage others to perform the Work or portion of the Work that has not been adequately performed by Contractor and withhold the cost thereof to City from future payments to Contractor, reserving to itself all rights to Losses related thereto. 15.1.3 Suspend The Construction Contract. City may, without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, suspend all or any portion of this Construction Contract for as long a period of time as City determines, in its sole discretion, appropriate, in which event City shall have no obligation to adjust the Contract Sum or Contract Time, and shall have no liability to Contractor for damages if City directs Contractor to resume Work. 15.1.4 Terminate the Construction Contract for Default. City shall have the right to terminate this Construction Contract, in whole or in part, upon the failure of Contractor to promptly cure any default as required by Section 14. City’s election to terminate the Construction Contract for default shall be communicated by giving Contractor a written notice of termination in the manner specified for the giving of notices in the Construction Contract. Any notice of termination given to Contractor by City shall be effective immediately, unless otherwise provided therein. 15.1.5 Invoke the Performance Bond. City may, with or without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, exercise its rights under the Performance Bond. 15.1.6 Additional Provisions. All of City’s rights and remedies under this Construction Contract are cumulative, and shall be in addition to those rights and remedies available in law or in equity. Designation in the Contract Documents of certain breaches as material shall not waive the City’s authority to designate other breaches as material nor limit City’s right to terminate the Construction Contract, or prevent the City from terminating the Agreement for breaches that are not material. City’s determination of whether there has been noncompliance with the Construction Contract so as to warrant exercise by City of its rights and remedies for default under the Construction Contract, shall be binding on all parties. No termination or action taken by City after such termination shall prejudice any other rights or remedies of City provided by law or equity or by the Contract Documents upon such termination; and City may proceed against Contractor to recover all liquidated damages and Losses suffered by City. 15.2 Delays by Sureties. Time being of the essence in the performance of the Work, if Contractor’s surety fails to arrange for completion of the Work in accordance with the Performance Bond, within seven (7) calendar days from the date of the notice of termination, Contractor’s surety shall be deemed to have waived its right to complete the Work under the Contract, and City may immediately make arrangements for the completion of the Work through use of its own forces, by hiring a replacement contractor, or by any other means that City determines advisable under the circumstances. Contractor and its surety shall be jointly and severally liable for any additional cost incurred by City to complete the Work following termination. In addition, City shall have the right to use any materials, supplies, and equipment belonging to Contractor and located at the Worksite for the purposes of completing the remaining Work. Attachment A Invitation for Bid (IFB) Package 14 Rev. March 17, 2017 CONSTRUCTION CONTRACT 15.3 Damages to City. 15.3.1 For Contractor's Default. City will be entitled to recovery of all Losses under law or equity in the event of Contractor’s default under the Contract Documents. 15.3.2 Compensation for Losses. In the event that City's Losses arise from Contractor’s default under the Contract Documents, City shall be entitled to deduct the cost of such Losses from monies otherwise payable to Contractor. If the Losses incurred by City exceed the amount payable, Contractor shall be liable to City for the difference and shall promptly remit same to City. 15.4 Suspension by City 15.4.1 Suspension for Convenience. City may, at any time and from time to time, without cause, order Contractor, in writing, to suspend, delay, or interrupt the Work in whole or in part for such period of time, up to an aggregate of fifty percent (50%) of the Contract Time. The order shall be specifically identified as a Suspension Order by City. Upon receipt of a Suspension Order, Contractor shall, at City’s expense, comply with the order and take all reasonable steps to minimize costs allocable to the Work covered by the Suspension Order. During the Suspension or extension of the Suspension, if any, City shall either cancel the Suspension Order or, by Change Order, delete the Work covered by the Suspension Order. If a Suspension Order is canceled or expires, Contractor shall resume and continue with the Work. A Change Order will be issued to cover any adjustments of the Contract Sum or the Contract Time necessarily caused by such suspension. A Suspension Order shall not be the exclusive method for City to stop the Work. 15.4.2 Suspension for Cause. In addition to all other remedies available to City, if Contractor fails to perform or correct work in accordance with the Contract Documents, City may immediately order the Work, or any portion thereof, suspended until the cause for the suspension has been eliminated to City’s satisfaction. Contractor shall not be entitled to an increase in Contract Time or Contract Price for a suspension occasioned by Contractor’s failure to comply with the Contract Documents. City’s right to suspend the Work shall not give rise to a duty to suspend the Work, and City’s failure to suspend the Work shall not constitute a defense to Contractor’s failure to comply with the requirements of the Contract Documents. 15.5 Termination Without Cause. City may, at its sole discretion and without cause, terminate this Construction Contract in part or in whole upon written notice to Contractor. Upon receipt of such notice, Contractor shall, at City’s expense, comply with the notice and take all reasonable steps to minimize costs to close out and demobilize. The compensation allowed under this Paragraph 15.5 shall be the Contractor’s sole and exclusive compensation for such termination and Contractor waives any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect or incidental damages of any kind resulting from termination without cause. Termination pursuant to this provision does not relieve Contractor or its sureties from any of their obligations for Losses arising from or related to the Work performed by Contractor. 15.5.1 Compensation. Following such termination and within forty-five (45) Days after receipt of a billing from Contractor seeking payment of sums authorized by this Paragraph 15.5.1, City shall pay the following to Contractor as Contractor’s sole compensation for performance of the Work : .1 For Work Performed. The amount of the Contract Sum allocable to the portion of the Work properly performed by Contractor as of the date of termination, less sums previously paid to Contractor. Attachment A Invitation for Bid (IFB) Package 15 Rev. March 17, 2017 CONSTRUCTION CONTRACT .2 For Close-out Costs. Reasonable costs of Contractor and its Subcontractors: (i) Demobilizing and (ii) Administering the close-out of its participation in the Project (including, without limitation, all billing and accounting functions, not including attorney or expert fees) for a period of no longer than thirty (30) Days after receipt of the notice of termination. .3 For Fabricated Items. Previously unpaid cost of any items delivered to the Project Site which were fabricated for subsequent incorporation in the Work. .4 Profit Allowance. An allowance for profit calculated as four percent (4%) of the sum of the above items, provided Contractor can prove a likelihood that it would have made a profit if the Construction Contract had not been terminated. 15.5.2 Subcontractors. Contractor shall include provisions in all of its subcontracts, purchase orders and other contracts permitting termination for convenience by Contractor on terms that are consistent with this Construction Contract and that afford no greater rights of recovery against Contractor than are afforded to Contractor against City under this Section. 15.6 Contractor’s Duties Upon Termination. Upon receipt of a notice of termination for default or for convenience, Contractor shall, unless the notice directs otherwise, do the following: (i) Immediately discontinue the Work to the extent specified in the notice; (ii) Place no further orders or subcontracts for materials, equipment, services or facilities, except as may be necessary for completion of such portion of the Work that is not discontinued; (iii) Provide to City a description in writing, no later than fifteen (15) days after receipt of the notice of termination, of all subcontracts, purchase orders and contracts that are outstanding, including, without limitation, the terms of the original price, any changes, payments, balance owing, the status of the portion of the Work covered and a copy of the subcontract, purchase order or contract and any written changes, amendments or modifications thereto, together with such other information as City may determine necessary in order to decide whether to accept assignment of or request Contractor to terminate the subcontract, purchase order or contract; (iv) Promptly assign to City those subcontracts, purchase orders or contracts, or portions thereof, that City elects to accept by assignment and cancel, on the most favorable terms reasonably possible, all subcontracts, purchase orders or contracts, or portions thereof, that City does not elect to accept by assignment; and (v) Thereafter do only such Work as may be necessary to preserve and protect Work already in progress and to protect materials, plants, and equipment on the Project Site or in transit thereto. Upon termination, whether for cause or for convenience, the provisions of the Contract Documents remain in effect as to any Claim, indemnity obligation, warranties, guarantees, submittals of as-built drawings, instructions, or manuals, or other such rights and obligations arising prior to the termination date. Attachment A Invitation for Bid (IFB) Package 16 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES. 16.1 Contractor’s Remedies. Contractor may terminate this Construction Contract only upon the occurrence of one of the following: 16.1.1 For Work Stoppage. The Work is stopped for sixty (60) consecutive Days, through no act or fault of Contractor, any Subcontractor, or any employee or agent of Contractor or any Subcontractor, due to issuance of an order of a court or other public authority other than City having jurisdiction or due to an act of government, such as a declaration of a national emergency making material unavailable. This provision shall not apply to any work stoppage resulting from the City’s issuance of a suspension notice issued either for cause or for convenience. 16.1.2 For City's Non-Payment. If City does not make pay Contractor undisputed sums within ninety (90) Days after receipt of notice from Contractor, Contractor may terminate the Construction Contract (30) days following a second notice to City of Contractor’s intention to terminate the Construction Contract. 16.2 Damages to Contractor. In the event of termination for cause by Contractor, City shall pay Contractor the sums provided for in Paragraph 15.5.1 above. Contractor agrees to accept such sums as its sole and exclusive compensation and agrees to waive any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect and incidental damages, of any kind. SECTION 17 ACCOUNTING RECORDS. 17.1 Financial Management and City Access. Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Construction Contract in accordance with generally accepted accounting principles and practices. City and City's accountants during normal business hours, may inspect, audit and copy Contractor's records, books, estimates, take-offs, cost reports, ledgers, schedules, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this Project. Contractor shall retain these documents for a period of three (3) years after the later of (i) Final Payment or (ii) final resolution of all Contract Disputes and other disputes, or (iii) for such longer period as may be required by law. Attachment A Invitation for Bid (IFB) Package 17 Rev. March 17, 2017 CONSTRUCTION CONTRACT 17.2 Compliance with City Requests. Contractor's compliance with any request by City pursuant to this Section 17 shall be a condition precedent to filing or maintenance of any legal action or proceeding by Contractor against City and to Contractor's right to receive further payments under the Contract Documents. City many enforce Contractor’s obligation to provide access to City of its business and other records referred to in Section 17.1 for inspection or copying by issuance of a writ or a provisional or permanent mandatory injunction by a court of competent jurisdiction based on affidavits submitted to such court, without the necessity of oral testimony. SECTION 18 INDEPENDENT PARTIES. 18.1 Status of parties. Each party is acting in its independent capacity and not as agents, employees, partners, or joint ventures’ of the other party. City, its officers or employees shall have no control over the conduct of Contractor or its respective agents, employees, subconsultants, or subcontractors, except as herein set forth. SECTION 19 NUISANCE. 19.1 Nuisance Prohibited. Contractor shall not maintain, commit, nor permit the maintenance or commission of any nuisance in connection in the performance of services under this Construction Contract. SECTION 20 PERMITS AND LICENSES. 20.1 Payment of Fees. Except as otherwise provided in the Special Provisions and Technical Specifications, The Contractor shall provide, procure and pay for all licenses, permits, and fees, required by the City or other government jurisdictions or agencies necessary to carry out and complete the Work. Payment of all costs and expenses for such licenses, permits, and fees shall be included in one or more Bid items. No other compensation shall be paid to the Contractor for these items or for delays caused by non-City inspectors or conditions set forth in the licenses or permits issued by other agencies. SECTION 21 WAIVER. 21.1 Waiver. A waiver by either party of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. Attachment A Invitation for Bid (IFB) Package 18 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS. 22.1 Governing Law. This Construction Contract shall be construed in accordance with and governed by the laws of the State of California, and venue shall be in a court of competent jurisdiction in the County of Santa Clara, and no other place. 22.2 Compliance with Laws. Contractor shall comply with all applicable federal and California laws and city laws, including, without limitation, ordinances and resolutions, in the performance of work under this Construction Contract. 22.2.1 Palo Alto Minimum Wage Ordinance. Contractor shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, Contractor shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, Contractor shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 23 COMPLETE AGREEMENT. 23.1 Integration. This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This Agreement may be amended only by a written instrument, which is signed by the parties. SECTION 24 SURVIVAL OF CONTRACT. 24.1 Survival of Provisions. The provisions of the Construction Contract which by their nature survive termination of the Construction Contract or Final Completion, including, without limitation, all warranties, indemnities, payment obligations, and City’s right to audit Contractor’s books and records, shall remain in full force and effect after Final Completion or any termination of the Construction Contract. SECTION 25 PREVAILING WAGES. This Project is not subject to prevailing wages. Contractor is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the public works contract does not include a project of $25,000 or less, when the project is for construction work, or the contract does not include a project of $15,000 or less, when the project is for alteration, demolition, repair, or maintenance (collectively, ‘improvement’) work. Or Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work Attachment A • Invitation for Bid (IFB) Package 19 Rev. March 17, 2017 CONSTRUCTION CONTRACT in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. SECTION 26 NON-APPROPRIATION. 26.1 Appropriations. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that the City does not appropriate funds for the following fiscal year for this event, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Construction Contract are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 27 AUTHORITY. 27.1 Representation of Parties. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. SECTION 28 COUNTERPARTS 28.1 Multiple Counterparts. This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. SECTION 29 SEVERABILITY. 29.1 Severability. In case a provision of this Construction Contract is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected. SECTION 30 STATUTORY AND REGULATORY REFERENCES. 30.1 Amendments to Laws. With respect to any amendments to any statutes or regulations referenced in these Contract Documents, the reference is deemed to be the version in effect on the date that the Contract was awarded by City, unless otherwise required by law. SECTION 31 WORKERS’ COMPENSATION CERTIFICATION. 31.1 Workers Compensation. Pursuant to Labor Code Section 1861, by signing this Contract, Contractor certifies as follows: Attachment A Invitation for Bid (IFB) Package 20 Rev. March 17, 2017 CONSTRUCTION CONTRACT “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract.” SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS. 32.1 General Notice to Contractor. City requires Contractor and its listed subcontractors to comply with the requirements of SB 854. 32.2 Labor Code section 1771.1(a) City provides notice to Contractor of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contactor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.” 32.3 DIR Registration Required. City will not accept a bid proposal from or enter into this Construction Contract with Contractor without proof that Contractor and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. 32.4 Posting of Job Site Notices. City gives notice to Contractor and its listed subcontractors that Contractor is required to post all job site notices prescribed by law or regulation and Contractor is subject to SB 854-compliance monitoring and enforcement by DIR. 32.5 Payroll Records. City requires Contractor and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: (i) Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, Contractor and its listed subcontractors, in connection with the Project. (ii) The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of Contractor and its listed subcontractors, respectively. Attachment A Invitation for Bid (IFB) Package 21 Rev. March 17, 2017 CONSTRUCTION CONTRACT (iii) At the request of City, acting by its project manager, Contractor and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of City’s request. City requests Contractor and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. (iv) If the certified payroll records are not produced to the project manager within the 10- day period, then Contractor and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and City shall withhold the sum total of penalties from the progress payment(s) then due and payable to Contractor. This provision supplements the provisions of Section 15 hereof. (v) Inform the project manager of the location of contractor’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. IN WITNESS WHEREOF, the parties have caused this Construction Contract to be executed the date and year first above written. CITY OF PALO ALTO ____________________________ Purchasing Manager City Manager APPROVED AS TO FORM: ____________________________ City Attorney or designee APPROVED: ____________________________ Public Works Director CONTRACTOR Officer 1 By:___________________________ Name:________________________ Title:__________________________ Date: _________________________ Officer 2 By:____________________________ Name:_________________________ Title:___________________________ Date:____________________________ Attachment A • ~ • Attachment B - PAAS Medical Suite Renovation Project Legend 3281 E Bayshore Rd Palo Alto Animal Services 200 ft N ➤➤ N © 2018 Google © 2018 Google © 2018 Google Attachment B Palo Alto Animal Shelter (PAAS) Medical Suite Renovation IFB 176719 IFB Post Date: 08/27/2019 IFB Due Date: 09/17/2019 BID ITEM APPROX. QTY.UNIT DESCRIPTION, WITH UNIT PRICE IN WORDS Unit Price Total Item Price Unit Price Total Item Price Unit Price Total Item Price Unit Price Total Item Price Unit Price Total Item Price Unit Price Total Item Price Unit Price Total Item Price 1 1 LS Base Bid $ 613,000.00 $ 613,000.00 $ 578,800.00 $ 578,800.00 $ 594,909.00 $ 594,909.00 $ 630,610.00 $ 630,610.00 $ 788,000.00 $ 768,000.00 $ 768,000.00 $ 768,000.00 $ 827,000.00 $ 827,000.00 21LSAllowance ‐ Unforeseen Materials Remediation $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 3 1 LS Allowance ‐ Utility Conflicts $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 10,000.00 Total $ 633,000.00 598,800.00$ 614,909.00$ 650,610.00$ 788,000.00$ 788,000.00$ 847,000.00$ OVER ENGINEER'S ESTIMATE ‐5%‐3%3%24%24%34% Engineer's Estimate Ron Paris Construction Co., Inc.CWS Construction Group Inc.Tochi Alex Kushner General Contractor Omni Construction Services, Inc.WestCal Design and Build, Inc. Lowest Responsible Bidder Attachment C 11 I I I I I I I I I I I I City of Palo Alto (ID # 10619) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/7/2019 City of Palo Alto Page 1 Summary Title: SEW Contract Amendment Title: Approval of Amendment Number 1 to Contract Number S18165157 With Smart Energy Systems, LLC. (dba SEW) for Professional Services for the new Utilities Customer Portal, to add an Additional $215,500 and Extend t he Contract Term for two Additional Years, for the Total Not-to-Exceed Amount of $346,123 Over the Five-Year Term From: City Manager Lead Department: Utilities Recommended Staff recommends that Council approve and authorize the City Manager, or his designee, to execute Amendment No. 1 to Contract S18165157 (Attachment A) with Smart Energy Systems, LLC. (aka SEW) for professional services for the new Utilities customer portal, to increase the scope of services, add an additional $215,500 in compensation, and extend the contract term two additional years. The total not to exceed amount for the amended contract is $346,123 over the five-year term. Executive Summary The City of Palo Alto entered into a three-year contract with SEW in October of 2017 for an online customer portal to replace the existing “My Utilities Account” portal. SEW’s portal will include new user friendly and modern screens, and such functionality as utilities bill payment, invoice presentment, email notifications, user account maintenance, move-out services, and contact preferences for all City Utilities customers. The proposed amendment provides funding and scope for anticipated portal enhancements and functionality, additional user access, and professional support services, and extends the contract term from three years to five years. In addition, the amendment includes the cost of Single Sign-On (SSO) integration for the modules for home energy reports, water reports, and an online customer marketplace provided by WaterSmart Software, Inc. and Simple Energy, Inc., which contracts were approved by Council on August 12, 2019 (Staff Report #10362). Background The existing My Utilities Account (MUA) customer service portal was implemented in 2009; its usefulness has declined over time. The portal is lacking presentation and functionality due to City of Palo Alto Page 2 high cost and effort for enhancements. MUA is not mobile-optimized so customers have to scroll or zoom from a mobile device. The portal also does not provide usage information in graphs or charts, so customers are unable to compare energy usage to previous months. Approximately 63% (19,000) of all utilities accounts are registered in the MUA portal; 30% of all move-outs (stop service) occur online; and approximately 48,000 online credit card payments are processed annually. Staff has been working with SEW since late 2017 to replace the existing MUA portal with a new and improved customer portal. Work on that replacement is ongoing, with a soft launch expected in late 2019. In parallel, staff has been seeking a vendor to deliver home energy and water reports to its customers through its new customer portal once it’s launched. The City was delivering home energy and water reports until 2015, when the City declined to renew its contract with its provider. These reports were responsible for 22.3% of the City’s electric efficiency savings (0.15% of annual electric load) and 64.9% of gas efficiency savings (0.6% of annual gas load). Since then staff has been simultaneously working to upgrade the customer portal and contract with a new vendor for its home energy and water reports. As noted above, on August 12, 2019 Council approved contracts with WaterSmart Software Inc. and Simple Energy, Inc. for these services. Discussion Staff recommends approval of this contract amendment to extend the term of the contract, provide additional administrator and user accounts, provide funding for future enhancements, and enable the home energy and water reports and online marketplace to be provided to residential and commercial customers under a single sign-on. This will enable people to view their usage in the customer portal, do a comparison of their usage to similar customers, receive online efficiency recommendations, and immediately purchase energy efficiency products and services in an online marketplace. They will receive similar services for their water service, but they will also be able to enable leak detection messaging and receive drought messaging. The new customer portal will be a one-stop solution for utility customers where they can perform various invoicing and payment transactions, monitor usage and bills in graphical representation, submit questions and requests to Utilities, and receive energy and water efficiency related services. The integration of these programs into the portal will be funded through the electric and natural gas public benefits (PB) funds and water demand side management funds. Funding for electric efficiency programs come primarily from the mandated PB Charge, which is set at 2.85% of the customer retail rate or approximately $3.3 million annually. The majority of the PB funding is spent on efficiency programs; however, some funding may be allocated towards renewable energy projects, research and development projects and low-income efficiency programs. Gas efficiency programs are primarily funded from the gas utility’s revenue, at City of Palo Alto Page 3 about 1% of the gas retail revenue or approximately $300,000 annually as approved by Council. Funding for additional subscription fees and a portion of additional services will come from capital technology project Utilities Customer Bill System Improvements (TE-10001). City of Palo Alto Page 4 Summary of proposed contract terms Original Contract Amendment #1 Total Term 3 Years 2 Years 3 Months 5 Years 3 Months Cost 130,623$ 215,500$ 346,123$ Task Original Contract Amendment #1 Subscription Annual Subscription Fee 63,750$ x Additional Admin Accounts x 7,500$ Additional User Accounts x 15,000$ Implementation Year 1 Implementation Fee 30,798$ x Year 3 Implementation Fee 4,602$ x SSO Integration x 78,000$ Add to Home Screen Prompt x 5,000$ Additional Services Supplemental SAP Prof Serv.23,880$ x Misc. Services 7,593$ x Enhancements x 85,000$ Professional Services x 25,000$ Sub-Total 130,623$ 215,500$ Total 346,123$ Pricing Functionality and Support: Additional budget throughout the contract term is required to support ongoing enhancements, IT and SAP data support, and updated utility rate structure changes. Future enhancements can include interval meter data presentation, real-time leak and outage notifications and SMS text messaging. The following breakdown is the estimated allocation of the support budget: a. Additional Enhancements: In anticipation of enhancements required post go-live, SEW shall provide up to $85,000 worth of software enhancements to the City upon the City’s request and approval in writing using the change request process. These enhancements may include, but are not limited to, the following: i. Add/change/enhance software modules ii. Add/change/enhance features iii. Add/change/enhance reporting iv. Add/change/enhance API integrations or other integration between SCM® and the various City business systems and hosted environments v. Add/change/enhance the City’s SAP environments City of Palo Alto Page 5 b. Additional Professional Services: In anticipation of consultant services required post go- live, SEW will perform up to $25,000 worth of consulting and support services beyond what is already required in this Agreement. Such services will be upon the City’s request and approval in writing using the change request process. These services may include, but are not limited to, the following: i. Assistance with software updates and/or upgrades ii. Functional and technical assistance iii. Functional and technical training iv. Project management v. Software configuration and development Single Sign-on for Online Content: The new Home Energy and Water Reports, Marketplace, and energy challenge modules will be integrated into SEW’s new customer portal under a SSO, meaning one username and password gives access to all online services at once. CPAU is a unique utility in that it provides gas, electricity and water. It has been difficult to find qualified vendors to provide a single platform for all three commodities that can be delivered cost- effectively and in a manner that will enable CPAU to report savings to the California Energy Commission (CEC). Due to these challenges, in the past, customers have had to use as many as four separate online portals: one for bill pay, one for their gas and electric comparisons, another for their water comparison, and, for customers in the Customer Connect pilot, a fourth portal for their smart meter data. This has understandably been a barrier to participation. This amendment will enable a SSO for all customer modules. Home Screen Prompt: This added scope task will provide utility customers with the option to add a shortcut to the utility portal to their home screen on mobile devices. While it will operate in their browser, it will look like an app to the user. The benefit of this approach is that it mirrors the mobile optimized online portal and does not require additional user testing or an additional platform the way that a custom app would. This option to add the portal to the customer’s mobile device by creating an icon on their home screen will increase engagement and ease of access for utility customers. RESOURCE IMPACT Funding for the SSO integration costs where approved in the Electric Fund ($26,000) and Natural Gas ($26,000) and Water ($26,000) FY 2020 operating budgets. Funding of $137,500 for additional subscription fees and additional services is available in the capital technology project Utilities Customer Bill System Improvements (TE-10001). POLICY IMPLICATIONS The proposed contracts support the Council-approved Gas Utility Long-Term Plan, the Ten-year EE Portfolio Plan, the Long-Term Electric Acquisition Plan, the Utilities Strategic Plan, and Comprehensive Plan Goal N-9. Implementation of EE programs also support greenhouse gas reduction goals identified in Palo Alto’s Climate Protection Plan and in the California Global Warming Solutions Act of 2006 (AB 32). City of Palo Alto Page 6 ENVIRONMENTAL REVIEW Approval of the proposed amendment to the contract does not meet the definition of a project under the California Environmental Quality Act (CEQA), pursuant to the California Public Resources Code Section 21065, because it is not an activity that will cause a direct physical change in the environment; it is therefore exempt from CEQA review. Attachments: • Attachment A: Amendment No. 1 - S18165157 DocuSign Envelope ID: 5ED24F3B-6C10-4C14-9657-8CC5243D1994 ·.\ CALIFORNIA ALL~PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } Cou~ty of Or~e..- On Sefkwzeer: 701 Zo!CZ before me, Wtl~/-1/Y. /ki!Jl .· 411ht'Yy 'n4-1,>f,,t- Date . Here Insert Nbme and Title of the Officlr 1 · personally appeared _ _,.u..;.;.~..:;..:shc...:..__:g,=((-=-~=k.tt-=s=h.--....._-----------'--------1 Name(s) of Signer(s} who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(les), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1············f , WELDON RAY HOWLITT : ' -; Notary Public • California z i · -Orange County ~ ' • ~ Commission# 2257754 - My Comm. Expires Sep 10, 2022 Place Notary Seal and/or Stamp Above I certify under Pl:NALTY OF PERJURY underthe laws of the State of California that the foregoing· paragraph is true and correct. WITNESS my hand and official seal. OPilONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document:--------------------------- Document Date: ____________________ . Number of Pages: ___ _ Signer(s) Other Than Named Above: ----------------------- Capacity(ies) Claimed by Signer(s) Signer's Name: CJ Corporate Officer -Title(s): ------- CJ Partner -CJ Limited CJ General CJ Individual CJ Attorney in Fact CJ Trustee CJ' Guardian of Conservator CJ Other: Signer is Representing:--------~ Signer's Name: ------------ CJ Corporate Officer -Title(s): __ .......... ___ _ CJ Partner -CJ Limited CJ General CJ Individual CJ Trustee o Attorney in Fact o Guardian of Conservator CJ Other: -------------- Signer is Representing: --------- ~:@:§:@fflffl'l§lfllif!i!'llif!flifflm!lffl!ffi§ffil®Sif!Oif!@§@§:§@@§@J:§ §§ ~@ § ~ ©20~7 National Notary Association DocuSign Envelope ID: 5ED24F3B-6C10-4C14-9657-8CC5243D1994 AMENDMENT NO. ONE TO CONTRACT NO. S18165157 AGREEMENT BETWEEN THE CITY OF.PALO ALTO AND SMART ENERGY SYSTEMS, FOR PROFESSIONAL SERVICES This Amendment No. One ("First Amendment") to Contract· No. 818165157 ("Agreement") is entered into ·, ("Amendment Effective Date") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and SMART ENERGY SYSTEMS, INC., dba SMART ENERGY WATER, (formerly known as SMART ENERGY SYSTEMS, LLC.), a Delaware corporation, located at 19900 MacArthur Blvd., Ste. 370, Irvine, CA 92612 ("CONSULTANT" or "SEW"), each individually referred to herein as "Party" and collectively as the "Parties"). RECITALS A. The Agreement was entered into between the Parties on October 17, 2017, for the provision and deployment of a comprehensive customer engagement portal (the "SEW Portal") and mobile solutions services for CITY' s residential, commercial, industrial, and institutional customers utilizing natural gas, electricity, water, sewer, fiber, refuse, and storm drainage services. B. Since the Agreement was entered, CONSULTANT entity reorganized as SMART ENERGY SYSTEMS, INC., dba SMART ENERGY WATER. C. Additionally, since the Agreement was entered, CITY entered into multiple separate agreements with other consultants for the provision of energy efficient platforms and services for water customers, and gas and electric customers. CITY now desires to incorporate access to the water and energy platforms through the SEW Portal, for a single sign-on customer experience. D. The Parties now desire to amend the Agreement to reflect the corporate restructure; to modify the Scope of Services to incorporate the integration of the water and energy efficiency platforms into the SEW Portal and mobile prompt, with corresponding changes to the Compensation and Schedule of Performance exhibits to reflect the additional scope; to increase user licenses; to increase additional services; and to extend the term of the Agreement, as set forth below. E. The Parties also now desire to increase the current overall "Not to Exceed Amount" by Two Hundred Fifteen Thousand Five Hundred Dollars ($215,500), for a new overall total Not to Exceed Amount of Three Hundred Forty-Six Thousand One Hundred Twenty-Three Dollars ($346,123.00) over the Term of the Contract. F. In order to accomplish these purposes, the Parties wish to amend the Agreement. AGREEMENT NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this First Amendment, the parties agree: S18165157 Amendment No. One Smart Energy Systems 1 of 18 DocuSign Envelope ID: 5ED24F3B-6C10-4C14-9657-8CC5243D1994 SECTION 1. Pursuant to Smart Energy Systems' corporate entity change in 2018, Smart Energy Systems, LLC, ("SES") shall be amended to Smart Energy Systems, Inc. dba Sinart Energy Water ("SEW"). Accordingly, references to "SES" shall also be amended to "SEW." I I SECTION 2. Section 1 of the Agreement, SCOPE OF SERVICES, is hereby amended by changing the first sentence to include Exhibit A-1, Supplemental Scope of Services," to re~d as follows: "CONSULTANTshall perfprm the Services d:escribed in "Exhibit A" and Exhibit "A-1", in accordance with the terms and conditions contained in this Agreement." SECTION 3. Section 2 of the Agreement, TERM. is hereby amended to read as follows: "The term of this Agreement shall be from the date of its full execution through December I, 2022, or the completion of three subscription years (the first subscription year shall commence on the date of Production Deployment), whichever comes first, unless terminated earlier pursuant to Section 19 of this Agreement. " SECTION 4. Section 3 of the Agreement, SCHEDULE OF PERFORMANCE, is hereby amended by changing the second sentence to refer to "Revised Exhibit B" to read as follows: "CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in "Revised Exhibit B," attached hereto and made a part of this Agreement." SECTION 5. Section 4 of the Agreement, NOT TO EXCEED COMPENSATION, is hereby amended to read as follows: "SECTION 4. NOT TO EXCEED COMPENSATION.· The compensation to be paid fo CONSULTANT for performance of the Services described in Exhibit "A" and Exhibit "A-1", including both payment for professional services· and reimbursable expenses, shall not exceed Two Hundred Four Thousand Three Hundred Fifty Dollars ($204,350.00). In the event Additional Services are authorized, the total compensation for Additional Services shall not exceed One Hundred Forty One Thousand Seven Hundred Seventy Three Dollars ($141,773.00), for an overall total not to exceed amount of Three Hundred Forty-Six Thousand One Hundred Twenty-Three Do.llars ($346,123.00). The applicable rates and schedule of payment are set out in Revised Exhibit "C", which is attached to and made. a part of this Agreement. No Reimbursable Expenses are contemplated as part of this Agreement. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Revised Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work 518165157 Amendment No. One Smart Energy Systems 2 of 18 DocuSign Envelope ID: 5ED24F3B-6C10-4C14-9657-8CC5243D1994 that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in Exhibits "A" and "A-1 ". Compensation shall be calculated as set forth in "Revised ExhibitC," attached hereto and made a paut of this Agreement." SECTION 6. The following exhibit(s) to the Agreement are hereby amended to read as set forth in the attachment(s) to this Amendment, which are incorporated in full by this reference: a. Exhibit "A-1" entitl1ed "SUPPLEMENTAL SCOPE OF SERVICES". b. Revised Exhibit "BT entitled "SCHEDULE OF PERFORMANCE". c. Revised Exhibit "C'I' entitled "COMPENSATION". SECTION 7. Except as herein modified, all other provisions,ofthe Agreement, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date fir t above written. CITY OF PALO ALTO City Manager or Designee APPROVED AS TO FORM: City Attorney or Designee SMART E. RGY SYSTEMS, INC. Officer 1 . . J? .. By: ·J+~ Name: Ya/ii.Prakash ' Title: VP Operations Offic,~er ~ .. J.,. By: &,(}.,J, A ~sk N BAEOjl~2iJ8461 ... k ame: rao, 1 aams e Title: VP Sales · Attachments: I EXHIBIT "A-1": SUPPLEMENTAL COPE OF SERVICES I REVISED EXHIBIT "B": SCHEDUL OF PERFORMANCE REVISED EXHIBIT "C": COMPENSATIO S18165157 Amendment No. One Smart Energy Systems 3 of 18 DocuSign Envelope ID: 5ED24F3B-6C10-4C14-9657-8CC5243D1994 i. CONSULTANT will develop custom notification types in the existing preference center based on the 3rd party vendor customer communication options. 11. CONSULTANT will setup transfers of notification preference updates to CITY , and 3rd party vendors. e. CITY Responsibilities 1. CITY will be responsible for coordinating the access to any Client owned and 3rd party systems required for integration. 11. CITY agrees to provide integration access with any CITY and 3rd party vendor systems prior to the completion of Planning and Design. m. CITY will participate in a detailed planning and design process with CONSULTANT to define user experience, data elements and service aspects. 2. Mobile Prompt a. CONSULTANT shall create a functioning ''add to home screen" prompt with the following features: i. The prompt will appear to customers on mobile devices upon the first three (3) visits to the mobile optimized SCM® online portal. City will be able to change the visit threshold after analyzing customer interactions. ii. The prompt will consist of an "add to home screen" button which shall pin an icon to the user's home screen that acts as a shortcut to SCM® and a "dismiss" or "x" button which shall close the prompt. m. The prompt shall be configured to match the look and feel of· CITY's implementation of the SCM® software and shall be approved by CITY prior to launch. S18165157 Amendment No. One Smart Energy Systems 5 of 18 DocuSign Envelope ID: 5ED24F3B-6C10-4C14-9657-8CC5243D1994 6 Stabilization & Closure • Four week 24X7 support for production Stabilization • Helpdesk setup and transition to Product Support Desk after 4- period N/A week stabilization ___ L ___,______,___ __ ____._____________ - Tasks Pursuant to Amendment 1 2 Mobile Prompt S18165157 Amendment No. One Smart Energy Systems • Functioning "Add to • Timely UAT and home screen" mobile approval 8 of 18 90 Days from Amendment NTP DocuSign Envelope ID: 5ED24F3B-6C10-4C14-9657-8CC5243D1994 prompt City, in its sole discretion, may agree to an extension of time for completion of tasks provided such extension is reflected in writing, in advance, below within IO days of the date of the notice to proceed (NTP). SES shall have the ability to change dates if such change is reasonable and in the interest of the Project. Requirements to be implemented in Year Five (5) All requirements listed in Exhibit G will be implemented within 180 days from the date of the notice to proceed (NTP) except for the following requirements which will be implemented in Year Five (5) of the contract: FF25 FF26 FF28 FF72 FF73 FF74 FF75 FF76 FF77 FF78 FF79 FF80 FF81 Ability to integrate weather data for conservation analysis Ability to combine weather, landscape area, rainfall and consumption data to determine when an account ma be overwatering Ability to have a "live chat" feature when customer have questions/issues while using the customer ortal Smart Grid -water and as leak alert setu Smart Grid -water and as leak detection Smart Grid -calculate and display calculated usage using meter multiplier, therm factor multiplier, and other calculations Smart Grid -calculate and display calculated usage with hourly data with daily allowance pricing considerations Smart Grid-display bidirectional, delivered (usage) and received (generation), information Smart Grid -monthly usage/cost charts and data downloads Smart Grid -availability and presentation of detailed utilities data e. . houri meter reads Smart Grid -daily usage/cost charts and data downloads 518165157 Amendment No. One Smart Energy Systems 9 of 18 Desired X Desired X Desired X Desired X Desired X Desired X Desired X Desired X Desired X Mandatory X Desired X Desired X Desired X DocuSign Envelope ID: 5ED24F3B-6C10-4C14-9657-8CC5243D1994 FF82 Smart Grid -predicted bill & usage alerts FF83 Smart Grid -price plan comparison tool FF84 Smart Grid -demand response notification and calculation capabilities FF85 Smart Grid -real time pncmg display and indicators for time-of-use, demand response and enern:v generation FF86 ' Smart Grid -secure real-time access to smart meter data . IN02 The portal must be able to integrate with any CIS or Utility Billing system IN07 Smart Grid -Meter Data Management Database and Portal $18165157 Amendment No. One Smart Energy Systems 10 of 18 Desired -X Desired -X Desired -X Desired -X Mandatory -X Mandatory -X Mandatory -X DocuSign Envelope ID: 5ED24F3B-6C10-4C14-9657-8CC5243D1994 REVISED EXHIBIT "C" COMPENSATION City agrees to compensate Consultant for professional services performed and for the software subscription as set forth in the budget schedule below. Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to City. Compensation under this agreement shall not exceed a maximum total amount of $346,123.00 dollars, which includes software implementation fees for year one (1) and year five (5), an annual subscription fee for year three (3), four (4), and five (5), and any Additional Services as authorized by City in accordance with this Agreement: • Year-One (1) Implementation fee: City agrees to pay consultant a fee in year one (1) not-to- exceed amount of $30,798 for Basic Services for which includes completing Tasks 1-6 pertaining to the Business Requirements to be implemented in year one (1) per the project schedule in Exhibit B. • Year-Five (5) Implementation fee: City agrees to pay consultant a fee in year five (5) not-to- exceed amount of $4,602 for Basic Services for which includes completing Tasks 1-6 pertaining to the Business Requirements to be implemented in year five (5) per the project schedule in Exhibit B. • Annual Subscription Fee: City agrees to pay consultant an annual subscription fee of $28,750 per year with option to renew the subscription to the online services each year for two additional years, for a total not-to-exceed amount of $86,250. • Tasks Pursuant to Amendment 1: City agrees to pay consultant a fee for (1) A Single Sign On Integration that shall not exceed $78,000; and (2) an "Add to Home Screen" prompt that shall not exceed $5,000. • Additional Services: If authorized by the City in accordance with this agreement, the City agrees to pay consultant for Additional Services in year one (1) not-to-exceed amount of $31,473 of which $31,473 is comprised of: includes (a) Supplemental SAP/IT Professional Services shall not exceed $23,880; and (b) Miscellaneous Services shall not exceed $7,593. ' • Additional Services Pursuant to Amendment 1: Additionally, if authorized by the City in accordance with this agreement, the City agrees to pay consultant for Additional Services not-to- exceed amount of $110,000, which is comprised of: (a) Additional Enhancements shall not exceed $85,000; and (b) Additional Professional Services shall.not exceed $25,000. $18165157 Amendment No. One Smart Energy Systems 11 of 18 DocuSign Envelope ID: 5ED24F3B-6C10-4C14-9657-8CC5243D1994 Summary Table Original Contract i Amendment #1 Total 3 Years 2 Years 3 5 Years 3 Months ,, ,,,,,, _____ ,,,_,,,, $ 130,623 $ 215,500 $ 346,123 l !Task I Pricing i /Original Contract !Amendment #1 ----------·----!----, ---------,--,------··--·------,··· ·· , ''1 , ,., ·· '·· ' · · T · ' --. Subscription /Annual Subscription Fee ! $ 63,750 1 x ,.,,' ' !Additional Admin Accounts T~ ---· '''''ts'''''''' ! ~""' ,.,/,H" 7,500 -~:::-~]~d~!ti~~-~I~~~~-~~~?-~~!~-=· ' X ''' ,_,[$_ l i lmplement~ti~~-·iYear 1 Implementation Fee I $ 0 •""•• >N•,• '°"'" ,,_, """"' "' """' ---·~-·---·-•! "' ,,_' ~ ~,,,-___ _.,,~ .. ~-•••-.. -·-·~o .. •••••••,.--•,••,,-• ••• '>' ~-· --·--·----~-··---J ''°-'°'" !Year 5 Implementation Fee I $ ,-, ,·v, """'""""--'·~----· ,• -,, '"""'-''"-'-•••"oll~-,o-·,~---· ··•-•-,>,••• "'""'"""-"''"• ,,•-w-•~•,•-·•-'•"-·1"'"'"""-•H'V 30,798 X 4,602 X 15,000 isso Integration i x ····•· .,,,_,,,,,,)Addto_Hom~_ScreenPrompt_ -1.x_,,_ ,,,,,,,_ $ __ ,,, __ 78,000_., ;$ -"V""""''~--i.,,_,,,,,,, .. ---,, ... """-n,"-'°"-•••v•••s,.-w•• o """""""'"'""'" •• • , ,_, ,oO•u•' """"'•"""·~-----~-··-"" ' ' ! $ Additional_Services J?Upplemental SAP ProfServ._ , !Misc. Services [ $ ''"""'"""}'''''"-"''•""h 23,880 i X -··:,:s93T~ ! Enhancements -. •t-•••-"-·=-·=-•""""'""'~"'"•-""-""""'"' m""""'"' I Professional Services . r-···-·· ...... . .. , -, ....... ,,..... _.,, .. .. . . -t--·---·-...... ,., ,, ....... ,, .......... , ... ________ ., ___________ .. :. ..... --__ ,_ ........ ,, ... ____ .l- t-··------·--------····---· -............. Su_b-Totalj_$ B0,623 : $ ·· ·· · · ·· j · -----------------Total I $ "', ""'""''"""""""''"'" !$ T"~ -·-.,, ___ , _________ .,,._m·-·k-----1 -s--·---· 'x I. Pricing a. 5 Year Saas Contract Pricing: 5,000 . .. ""··~~-.------~··-···-·· ?s.!,9g9 __ 25,000 215,500, 346,123 SCM® Annual User Connections for Year4 $28,750 To be paid on the 1st anniversary of $18165157 Amendment No. One Smart Energy Systems 12 of 18 of Milestone 5 DocuSign Envelope ID: 5ED24F3B-6C10-4C14-9657-8CC5243D1994 (25,000 users) Customer Service Portal and Ad min Users Years 3-5 Year 1-Implementation Fee Year 5 -Implementation Fee Additional Services: Supplemental SAP/IT Professional Services for the City (19~ hours at $120 per hour) Miscellaneous Services Additional Enhancements 518165157 Amendment No. One Smart Energy Systems Included $30,798 $4,602 $23,880 $7,593 $85,000 13 of 18 N/A · Refer to Year 1-Implementation Fee Payment Schedule Refer to Year 5 -Implementation Fee Payment Schedule Invoiced at actual cost as incurred Invoiced at actual cost as incurred Invoiced at actual costs as incurred via Change Request process DocuSign Envelope ID: 5ED24F3B-6C10-4C14-9657-8CC5243D1994 Single Sign On 3rd Party Integration (3 SSO at $26,000 each} S18165157 Amendment No. One Smart Energy Systems $78,000 14 of 18 25% to be paid upon SEW UAT in QAS 50% to be paid upon City UAT sign off in QAS 25% to paid upon deployment in production DocuSign Envelope ID: 5ED24F3B-6C10-4C14-9657-8CC5243D1994 Year 1 -Implementation Fee Payment Schedule 1 Planning/ Analyze $0.00 2 a. Configure / Integrate $15,399 b. Desi n (For an new re uirements) 3 a. SES Product QA Testing $0.00 b. Client UAT Testin 4 Customer Outreach Support and Training (Basic 0.00 Package) 5 Deployment/ $15,399 6 Stabilization & Closure $0.00 Year 5 -Implementation Fee Payment Schedule Planning/ Analyze 2 a. Configure / Integrate 518165157 Amendment No. One Smart Energy Systems 15 of 18 $0.00 $0.00 . $30,798.0 0 $0.00 $0.00 DocuSign Envelope ID: 5ED24F3B-6C10-4C14-9657-8CC5243D1994 3 4 5 6 a. SES Product QA Testing $0.00 b. Client UAT Testin Customer Outreach Support and Training (Basic 0.00 Package) Deployment/ 4,602.00 Stabilization & Closure $0.00 $0.00 $0.00 $4,602.00 1. Additional User Connections. At any time during a current subscription term, Palo Alto may purchase the right to service additional connections (users) under its SCM subscription at a rate of $1.00 per connection (user) per year, purchased in allotments of 5,000 connections (users). Should Palo Alto elect to expand its subscription connection coverage pursuant to the foregoing option during a then-ongoing subscription term, the total charged will be suitably prorated over the said term's remaining duration. Additional administrative user access may be similarly purchased at a rate of $250 per admin user per year. 2. Additional Enhancements: In anticipation of enhancements required post go-live, Consultant shall provide up to $85,000 worth of software enhancements to the City upon the City's request and approval in writing using the change request process. These enhancements may include, but are not limited to, the following: a.Add/change/enhance software modules b.Add/change/enhance features c.Add/change/enhance reporting d.Add/change/enhance API integrations or other integration between SCM® and the various City business systems and hosted environments e.Add/change/enhance the City's SAP environments 3. Additional Professional Services: In anticipation of consultant services required post go-live, Consultant will perform up to $25,000 worth of consulting and support services beyond what is $18165157 Amendment No. One Smart Energy Systems 16 of 18 DocuSign Envelope ID: 5ED24F3B-6C10-4C14-9657-8CC5243D1994 already required in this Agreement. Such services will be upon the City's request and approval in writing using the change request process. These services may include, but are not limited to, the following: a. Assistance with software updates and/or upgrades b. Functional and technical assistance c. Functional and technical training d. Project management e. Software configuration and development 4. Saas Subscription Terms: Upon completion of implementation, all terms governing Participant's subscription to the SCM® software installed hereunder shall be governed by the terms set out in the Software as a Service Subscription Licensing attached below as Exhibit L hereby incorporated by this reference. Upon completion of the initial 3-year subscription term or any applicable renewal term, the contract shall terminate. S18165157 Amendment No. One Smart Energy Systems 17 of 18 DocuSign Envelope ID: 5ED24F3B-6C10-4C14-9657-8CC5243D1994 EXHIBIT "C-1" SCHEDULE OF RATES Hourly rate is needed for unexpected additional work that is unforeseen but may need to be performed: Labor Category 518165157 Amendment No. One Smart Energy Systems Delivery Director Project Manager Product/ Technical Integration Lead Business Analyst QA Lead SAP Technical Lead Training Lead SAP Supplemental Resource 18 of 18 Hourly Rate $120 $110 $110 $75 $75 $110 $70 $120 DocuSign Envelope ID: 5ED24F3B-6C10-4C14-9657-8CC5243D1994 p~~ifl9~~;r111j~t Envelope Id: 5ED24F386C104C 1496578CC5243D1994 Subject: Please DocuSign: Amendment No. 1 to SES Inc. S18165157.docx Source Envelope: Document Pages: 18 Certificate Pages: 1 AutoNav: Enabled Envelopeld Stamping: Enabled Signatures: 1 Initials: O Time Zone: (UTC-08:00) Pacific Time (US & Canada) R:Etg~'r~::~~~~,~f tjiWi(C . Status: Original 9/10/2019 9:27:07 AM Security Appliance Status: Connected Storage Appliance Status: Connected si~."if\~{1j:~'~:1t:;;:r[:!~[ Brad Adamske brad.adamske@smartenergywater.com VP Sales -West Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Yash Prakash Yash. Prakash@smartenergywater.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign lnt~frn~~i~~. R.ertlfi~~i:~~fi~J; ·~•"tr~!B,ij~iij19:ffi'oij~/! Envelope Sent Certified Delivered Holder: Lacey Lutes Lacey.Lutes@CityofPaloAlto.org Pool: StateLocal Pool: City of Palo Alto Signature Adoption: Pre-selected Style Using IP Address: 8.46. 75.66 Hashed/Encrypted Security Checked Status: Delivered Envelope Originator: Lacey Lutes 250 Hamilton Ave Palo Alto , CA 94301 Lacey.Lutes@CityofPaloAlto.org IP Address: 12.220.157.20 Location: DocuSign Location: DocuSign Sent: 9/10/2019 9:42:04 AM Viewed: 9/10/2019 9:48:36 AM Signed: 9/10/2019 9:50: 18 AM Sent: 9/10/2019 9:50:20 AM Resent: 9/10/2019 9:54:59 AM Viewed: 9/10/201911:24:10AM 9/10/2019 9:54:59 AM 9/10/2019 11 :24: 11 AM City of Palo Alto (ID # 10730) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/7/2019 City of Palo Alto Page 1 Summary Title: Lease Agreement with PAUSD for Cubberley Title: Direction to Staff to Negotiate an Agreement With Palo Alto Unified School District to Continue Leasing Cubberley Community Center for an Additional Five Years With Additional Terms as Provided in a Draft Term Sheet Negotiated by the Parties From: City Manager Lead Department: Community Services Recommendation Staff recommends that City Council direct staff to negotiate an agreement with the Palo Alto Unified School District to continue leasing the Cubberley Community Center for an additional five years, through December 31, 2024, with additional terms as provided in a draft term sheet negotiated by the parties. Background On September 1, 1989, the City of Palo Alto (City) and the Palo Alto Unified School District (District) entered into a Lease and Covenant Not to Develop (Lease) commencing on January 1, 1990. The Lease provided City use of the 35-acre former Cubberley High School site, which closed as a school in 1979. The Lease included a covenant that the District would not develop or sell five neighborhood elementary school sites that were closed due to declining enrollment in exchange for annual payments from the City to the District. In the Lease, the District also agreed to lease space at 11 elementary school sites to the City for City-operated extended day care. The original Lease was for 15 years, ending on December 31, 2004. The Lease included a provision that the City could extend the term of the Lease an additional ten years, and two additional five-year extensions could be allowed upon mutual agreement of the City and District. The City exercised its option to extend the Lease for an additional ten years, which extended the lease through 2014. There were two amendments during the original Lease term. In 1998, the Lease was amended to remove one school site and add two new school sites to the Covenant Not to Develop. In 2002, the City and the District entered into a Lease Amendment and Land Exchange Agreement whereby the City conveyed to the District the Terman site City of Palo Alto Page 2 and in exchange received 8 acres of the Cubberley site (Cubberley Conveyance Property). As a result, the amount of the Cubberley site leased to the City was reduced to 27 acres. A third amendment to the Lease was entered into on January 1, 2015 and will expire on December 31, 2019. In this amendment, the Covenant Not to Develop was eliminated from the Lease and instead a requirement was added that the City establish a restricted Property Infrastructure Fund for repairing, renovating, or improving the leased portion of Cubberley and the Cubberley Conveyance Property. The Lease requires that the City deposit $1,864,248 into the fund annually. Also, the third amendment includes a condition that the City and District jointly develop a master plan for the Cubberley site by December 31, 2019, the termination date of the Lease. The City currently operates the entire 35-acre site as the Cubberley Community Center by providing below market space to organizations who then offer programs and services to the community. The City subleases space to 27 long term tenants and 23 artists, and rents space to other organizations (classrooms, a theatre, gyms and fields) on an hourly basis. Discussion The Cubberley Lease is due to expire on December 31, 2019. Both the City and District have an interest in extending the lease for an additional term to maintain consistency in the programs and services offered at Cubberley, while planning for the future development of the site. The City Manager and District Superintendent prepared Pre-negotiation Principles (Attachment A) based on the interests of both agencies in extending the lease. Using these Principles as a guide, City and District staff negotiated a draft term sheet (Attachment B) that would extend the term of the lease for an additional five years, beginning January 1, 2020; and cap the lease payment at the current calendar year (2019) amount for the duration of the five year term. The draft terms also identify several milestones to support progress of future development of Cubberley, and ensure that both agencies are informed of the other agency’s intent toward development. Other tentative terms include, formation of a new Ad Hoc committee consisting of representatives from both the City and District to coordinate each agency’s plans for their respective properties (subject to approval by each agency according to its rules and procedures), and separation of the extended child care sites into a different agreement. The draft term sheet had included a term committing both agencies to participate in a joint study session by December 1, 2019. That term has been removed (shown as strikethrough in Attachment B) because it is not supported by the District. District Superintendent Dr. Don Austin presented the draft term sheet to the District Board of Education in open session on September 24, 2019. City of Palo Alto Page 3 Timeline Staff will work with District staff to draft an agreement (either a new lease or an amendment to the existing Lease) with terms acceptable to both parties, and will bring it to Council for approval prior to December 31, 2019. The City and District will also complete a separate agreement for the extended child care sites and bring the agreement to Council for approval prior to December 31, 2019. Resource Impact The draft term sheet provides that the City will maintain the current annual lease payment for the full five year term (approximately $5.1 million), without the annual escalator of 3%. The City will continue to deposit $1.86 million annually into the Cubberley Property Infrastructure Fund. Funding for milestones that are the City’s responsibility (terms 2.a and 2.b in Attachment B) will be brought to City Council as part of the annual budget process. It is expected that the payment amount for the City-operated extended child care sites will remain at the current annual payment of approximatley $700,000 plus utilities, which are approximately $4,000 per month. Stakeholder Engagement The City and Disrict will continue to collaborate on development of an new agreement containing these terms. City staff will communicate to its tenants and hourly renters at Cubberley that both the City and District intend to extend the lease term for an additional five years. Environmental Review The recommended action is not considered a Project under the California Environmental Quality Act. Attachments: • Attachment A: PAUSD City Cubberley Concepts • Attachment B: Draft Cubberley Lease Terms 10-1-19 Cubberley Lease – Pre‐Negotiation Principles Introduction: The lease agreement between PAUSD and the City of Palo Alto (City) expires at the end of December, 2019. If the lease agreement expires, it reverts to a month‐to‐month agreement between the parties. While the lease and development plans are technically separate, the 2014 lease agreement established a linkage with completion of a master plan. The sense of urgency to settle the development plans at Cubberley is not calibrated between PAUSD and the City. Purpose: The purpose of this exercise is to create space for the PAUSD and City staff to advance the lease discussion in an effort to reach a timely and positive resolution for both parties. These principles are intended to serve as the foundation for finalizing a lease extension. The Superintendent and City Manager will confirm governing body alignment with these principles in a manner consistent with each parties’ administrative practices, and at that time these principles will be made available to the public. Until then, these draft principles simply represent brainstorming a path forward. Timeline: With the expiration date of the lease agreement within sight, the matter would benefit from a swift resolution prior to the end of September. PAUSD Interests: PAUSD has an interest in preserving the long‐standing relationship with the City and our shared residents. Cubberley has been a hub for Palo Alto for decades and PAUSD would like that to continue in the future. PAUSD would like a fast resolution to reduce damage and distractions from our mission of teaching and learning. PAUSD utilizes funds to build and maintain facilities serving students in school settings and has no interest or ability to provide funding for buildings not directly constructed for the immediate use of serving students within the charge of our school district mission and purpose. PAUSD has a strong interest in exploring dense housing options at 525 San Antonio and no interest in pursuing housing on the Cubberley site. PAUSD has an interest in considering the relocation of the District Office, but no interest in demolishing the Cubberley gymnasium or theater. PAUSD has an interest in a sustainable lease model that is appropriately tied to a fee structure in line with market rates. PAUSD would like to settle the lease and focus our attention to the development of Cubberley with the City. City Interests: The City has an interest in continuing and providing long‐term stability to the valued services provided through various community partnerships at Cubberley. The City is concerned that facility conditions at Cubberley are unacceptable and continue to deteriorate, and is interested in investing in these facilities in a manner that will have long‐term benefit for the community. The City believes that the existing lease terms were established to provide financial support to PAUSD, and as financial needs have changed payments should be refocused on supporting the improvement of permanent facilities at Cubberley. Given the complexity of issues associated with Cubberley, the City is interested in separating childcare‐related provisions into a separate agreement. The City is interested in working with PAUSD on exploring options for PAUSD housing, while recognizing the City’s regulatory role in the approval of non‐educational uses. Conceptual Proposals: The Superintendent and City Manager will engage in discussions to advance the interests described here. Each will keep their governing board informed of progress being made, while jointly agreeing on public communications to the extent possible. The Superintendent and City Manager will jointly release the draft master plan for public review, with a transmittal letter that acknowledges ongoing discussions may require revision or additions to the master plan. Extend the lease with a term and workplan that will advance the development plan in a meaningful way. Consider a structure to reduce lease payments over the term of the lease extension. Schedule a joint session meeting to discuss next steps as soon as both parties feel this will be productive to meeting our common interests. Lease extension terms: 1. Five-year lease term to begin January 1, 2020 and ending December 31, 2024. 2. Milestones to be completed during term of lease: a. By December 2020 City will complete an infrastructure assessment (e.g., water, sewer, electrical, storm drain) and implementation plan for near-term and long-term development of the Cubberley site. b. By December 2021 City to complete conceptual design of first phase new building improvements. c. By December 2021 District will submit an application to develop housing at 525 San Antonio Road or notify the City that District will not pursue housing in the near term in order to allow City to factor in infrastructure needs. d. By December 2021 District will notify City of any planned development of school related facilities on the District’s 27-acres as of that date in order to allow City to factor in infrastructure needs. e. By December 2022 City and District will discuss cost sharing of infrastructure improvements identified in 2.a. f. By December 2022 City and District will agree upon a lot line adjustment to accommodate 2.a and 2.b. if needed. 3. By December 2019 a joint meeting of the City Council and District Board of Education will be held with the intended purpose of acknowledging release of the Draft Cubberley Master Plan to the community and initiating the work described in the lease extension. 4. By January 2020 City and District will form an Ad Hoc committee consisting of two City Councilmembers and two District Board Members and City Manager or designee and District Superintendent or designee to coordinate each agency’s plans for their respective properties. Issues to be discussed may include: a. Shared use facilities b. Cost sharing of infrastructure improvements c. Facilitating development of housing d. Phasing of site development 5. Lease payment schedule: a. January 1, 2020 through December 31, 2024 City will pay District lease amount of Year 5 of current lease agreement minus amount of childcare sites. b. Remove the escalator clause. 6. Status quo for $1.8M into Infrastructure fund 7. By January 1, 2020 City and District will negotiate a separate agreement for childcare sites. 8. City Council and District Board of Education will accept Master Plan by June of 2020. City of Palo Alto (ID # 10692) City Council Staff Report Report Type: Action Items Meeting Date: 10/7/2019 City of Palo Alto Page 1 Council Priority: Transportation and Traffic Summary Title: Approval of 2019 Transportation Workplan Title: Approval of the 2019 Workplan to Address the Council Priority "Transportation and Traffic" From: City Manager Lead Department: Transportation Recommendation: Staff recommends that the City Council approve the 2019 Workplan to address the Council Priority “Transportation and Traffic.” Background: At the February 2, 2019 City Council retreat, the City Council adopted four (4) priorities for 2019. The adopted priorities are: Fiscal Sustainability, Climate Change, Rail Grade Separation, and Transportation and Traffic. Half of the City Council priorities (Rail Grade Separation, and Transportation and Traffic) are the responsibility of the newly created Office of Transportation, and most transportation activities also support the Climate Change priority. To date a division of the Planning & Community Environment Department (now Planning and Development Services), transportation resources and functions have been transitioned to a separate Office of Transportation in response to the increasing prominence of mobility issues in Palo Alto and throughout the region. The new Office of Transportation reports to the City Manager’s Office. Transportation is consistently a top priority for City leaders as shown in its adoption, in some form, as a City Council priority in at least the previous six (6) years of City Council priorities. Closely related is the City Council prioritization of Grade Separations, as this also relies on Transportation staff. The City Council adopted the Rail Grade Separation workplan on April 22, 2019 with direction to staff on many aspects of that program. The report is available online at: City of Palo Alto Page 2 https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=67695.84&BlobID=70530. City Council made some changes to the workplan which are reflected in the meeting minutes. The meeting minutes of the City Council action are available online at:https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=44907.77&BlobID=72975. Staff will continue to follow up with the City Council for the Rail Grade Separation (Connecting Palo Alto) City Council priority. The Transportation workplan described in this report focuses on the rest of the transportation services provided by the Office of Transportation and effectively assumes the workplan for the Office to reflect the Council’s priority interests in traffic and transportation. Other related issues should be acknowledged as not included, such as roadway maintenance, street lighting, and management of multi-party construction affecting streets. While these activities clearly impact traffic, for the purpose of providing a focused and discrete workplan this report is limited to functions of the Office of Transportation. It provides information in six (6) categories as described in the Discussion section below. Discussion: Office of Transportation Overview: The Office of Transportation has been established as a separate office reporting to the City Manager as of the adoption of the Fiscal Year (FY) 2020 Budget. The FY 2020 Budget includes a section that provides an overview of the Office and some initial performance metrics that can summarize some of the work done by the Office in a quantifiable way. These metrics help to articulate key ongoing performance objectives for the Office. As staff are hired to implement the workplan and concurrent reorganization of duties occurs, the descriptions provided here are likely to evolve over the coming year and beyond. The Transportation-specific content of the Adopted FY 2020 Budget are on Budget pages 187- 198 (https://www.cityofpaloalto.org/civicax/filebank/documents/73190). The Office also has projects listed in the Capital Improvement Program (CIP) list. Recapping a few key pieces of information presented in the budget, staff includes the Mission Statement, Purpose, and Goals and Objectives here as a guide for thinking about the Transportation workplan. Mission: The Office of Transportation’s mission is to preserve and enhance the quality of life for Palo Alto residents, visitors, and businesses by providing efficient and cost-effective transportation services for all modes of transportation. Purpose: The purpose of the Office of Transportation is to improve the safety of the users of all modes of transportation, reduce reliance on single-occupancy vehicles, address congestion, and reduce through traffic and non-resident parking in Palo Alto neighborhoods, leading to an City of Palo Alto Page 3 integrated transportation system that serves local, regional, and intercity travel. Goals and Objectives: Goal 1: Provide, design, and implement transportation services that meet or exceed the expectations of Palo Alto residents; encourage transportation alternatives to single occupancy vehicle trips; and improve traffic flow and parking availability. Objectives: • Improve traffic flow [and safety] on major streets • Increase ease of public parking • Increase ease of travel by bicycle in Palo Alto • Increase ease of walking in Palo Alto • Increase number of shuttle riders Goal 2: Ensure that services are delivered efficiently and continue to improve. Objectives: • Institute a revised community engagement process for transportation projects. • Revise the RPP Program to enhance its effectiveness and sustainability. • Increase or add automated data collection systems. Goal 3: Increase the professional capacity of the members of the Office of Transportation. Objectives: • Work collaboratively with staff to create and institute a professional development plan to optimize the abilities and productivity of Transportation staff. • Develop a career development plan to promote the retention of Transportation staff. The Transportation Office enhances safety and mobility of Palo Alto’s transportation system while protecting environmental resources and preserving the community’s quality of life. Work performed by the Office generally falls into the categories of mobility, engineering (traffic operations, engineering, and infrastructure), and parking. Currently consisting of 15.48 FTE (plus, the Transportation team is responsible for the bicycle network, neighborhood traffic calming, traffic operations, parking management, area transportation studies, the Palo Alto Shuttle system, coordinating the Safe Routes to School Partnership (between the City, PAUSD, and PTA), and regional transportation coordination and activities. The Office also provides staff support to the Planning and Transportation Commission, the Pedestrian and Bicycle Advisory Committee, and the City/School Traffic Safety Committee. City of Palo Alto Page 4 Some Programs Within the Main Work Areas (Also Includes Rail Grade Separation): Mobility (and Transportation Planning) • Transportation Demand Management • Safe Routes to School (safety education) • Coordination with Transit Agencies (e.g., VTA) • Plan Updates (Bike/Ped Plan, Transportation Element, etc.) • Transportation Management Association • Palo Alto Shuttle • Planning and Development Review • Grants/Funding Parking Management • Residential Parking Permit Management • On-Street Parking Management • Parking Garage/Lot Management • Bicycle Parking Engineering (Traffic Operations, Engineering and Infrastructure) • Bicycle Boulevard Implementation • Regular monitoring of 101 City- operated traffic signals • Collaboration with Public Works on key projects such as the Adobe Creek Bike/Ped Bridge, the California Ave. Garage, and Charleston Arastradero improvements • Neighborhood Traffic Calming • Transportation CIP Implementation • Ongoing Responses to 3-1-1 Requests Connecting Palo Alto – Rail Grade Separation • Planning, Community Outreach, Staffing Working Groups, Contract Management, etc. Note: This list is not exhaustive, and programs may be refined as the new CTO evaluates Office workload and assignments. Workplan Horizon for Transportation: The City is in the process of reorganizing transportation services and is recruiting for key positions in the Office. The City brought in Wayne Tanda with the Municipal Resource Group (MRG) as a consultant to help advise the City on organizational recommendations. While the City looks at these larger questions about organizational development and placement, the existing hardworking staff continue pushing forward with many required functions and programs as well as City initiatives. This workplan is a high-level summary of the Office of Transportation (OOT) initiatives, programs, and projects organized in the following six (6) categories: A. Activities Previously Approved and In Progress City of Palo Alto Page 5 B. Activities Previously Approved but Being Reevaluated C. Big Initiative Activities D. Upcoming Agenda Items E. Staff Development and Recruitment Activities F. Other Proposed or Potential Activities Not Yet Resourced or Directed These activities coincide with the goals identified in the FY 2020 Budget and are intended to jumpstart the City Council in their thinking about the 2019 City Council interests related to transportation. A. Activities Previously Approved and In Progress 1. Safe Routes to School 5-Year Plan 2. Citywide Traffic Signal Operations optimization and upgrades Middlefield North Traffic Calming Improvements 3. Bike and Scooter Share Programs 4. Participation with the implementation of the Cal Ave. Parking Garage, the Charleston- Arastradero Corridor Improvement Project, and the Adobe Creek Bike and Ped Bridge 5. Palo Alto Crosstown Shuttle B. Activities Previously Approved but Being Reevaluated 1. Bike Boulevard Implementation and Follow Up Report – Staff will update the Council with a follow-up report in late 2019/early 2020 to provide data about the implementation of the Neighborhood Traffic Safety and Bicycle Boulevard Phase 1 project as well as bring information for the City Council to discuss Phase 2 of the project. 2. Embarcadero and El Camino Real Enhanced Bikeway Project – City Council approved a concept related to this project, but it is currently on hold due to the overlap of the project with the area that could be impacted by decisions related to grade separation proposals at Churchill Avenue. C. Big Initiative Activities 1. Rail Grade Separation (separate City Council Priority for 2019) 2. Evaluation and revision of the Residential Preferential Parking (RPP) Permit Program to enhance its effectiveness and sustainability – A report from MRG was presented to the City Council on May 13, providing an overview of the RPP program with program revisions. Staff shared a Parking Workplan with City Council on June 24, 2019 providing next steps on this (report link: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=58592.08&BlobID=72 158) 3. Institute a revised community engagement process for transportation projects. 4. Consider data collection opportunities to increase automated collection systems. City of Palo Alto Page 6 D. Upcoming Agenda Items Attachment A to this report provides a list of upcoming items related to Transportation that will come to the City Council, committee, or a commission in the coming months. It is not an exhaustive list and the timeframes are tentative. It is intended to give the City Council a general sense of the volume and type of work forthcoming related to Transportation. E. Staff Development and Recruitment Activities As stated in the budget, staff retention and development are paramount to increasing the professional capacity and bandwidth of the Office of Transportation. The Office has seen turnover in very key positions over the years, and development of a manageable workplan supported by the City Council is a key step to ensuring an environment that strengthens staff retention and sense of accomplishment in the work. The Chief Transportation Official (CTO) and Senior Transportation Planner positions were recently filled and began work on August 20, 2019. Five recruitments are currently underway, for the new Parking and Shuttles Manager (Transportation Planning Manager), the new Senior Engineer, a second Safe Routes to School Coordinator, an Administrative Associate, and a part-time staffer for parking citation reviews. In addition to working to get the Office fully staffed, a focus is also being put on creating a professional development plan to optimize the abilities and productivity of individual staff. Given the rapid pace of change in the transportation field, it is important that staff remain actively engaged in professional development activities and individual growth. As indicated by the City Council adopted priorities, transportation is a topic of significant interest in the community. As such, there are a significant number of suggestions about possible additional projects that the Office of Transportation should take on. While staff recognizes the interest in taking on additional projects, it is necessary to be realistic in the staff resources available to successfully deliver projects. Given the scope and significance of the projects that are currently in focus, the resources for several additional projects are currently not available. Policy Implications: This recommendation aligns with existing City policy and City Council direction. Resource Impact: Both staff and non-salary resources, such as consultants and the procurement of tools, will be necessary to complete this workplan. To complete the workplan and balance against other activities, a deliberate and judicious deployment of resources will be necessary. As portions of this workplan are developed more fully, resource needs will be identified at that time for the specific projects in addition to any already allocated resources. Additional staffing resources requested in the FY 2020 budget for Transportation Services (2 new FTE) were already City of Palo Alto Page 7 approved. Environmental Review: This report is not a project for the purposes of the California Environmental Quality Act (CEQA). Environmental review is not required. Attachments: Attachment A - OOT Work Plan (PDF) Attachment A: Upcoming Agenda Items to City Council, Committee, or Commissions (as of September 2019): Note: This list is not exhaustive. Other contracts and items will be scheduled as they develop. Category Work Item Timeframe / Date (Tentative) Parking Southgate RPP City Council October 7 Parking Cal Ave Valet Services City Council October 7 Parking Dixon Contract Amendment City Council October 21 Parking Old Palo Alto RPP City Council October 21 Parking Permit Contract Amendment City Council October 21 Parking Develop RPP Program Standards PTC Fall/Winter 2019 Parking City Council approval of RPP Program Revisions TBD Rail Follow-up discussions per Rail Workplan TBD Engineering Crescent Park Traffic Safety Project PTC Winter 2019 Engineering San Antonio at Charleston concept design and community outreach Fall/Winter 2019 Engineering On-Call Transportation Services Winter 2019 Engineering On-Call Signal Electrical Contractor Winter 2019 Planning Conversion from LOS to VMT as CEQA threshold of significance as required by state law City Council Adoption Spring/Summer 2020 Mobility Bike Blvd. Follow-up Report and Discussion City Council Winter 2019/Early 2020 Mobility TDM Ordinance City Council Fall 2020 Mobility Contract award from Palo Alto Shuttle Contract RFP City Council Winter 2019 Mobility Safe Routes to School Annual Report Summer 2020 General Transportation Support Services/Staff Development Winter 2019 City of Palo Alto (ID # 10656) City Council Staff Report Report Type: Action Items Meeting Date: 10/7/2019 City of Palo Alto Page 1 Summary Title: League of Cities Conference: Resolutions Title: Approval of the Recommended City Positions for the 2019 League of California Cities Resolutions From: City Manager Lead Department: City Manager Recommendation Staff recommends that Council direct the City Council-appointed voting delegate to vote or abstain on the two resolutions up for consideration at the annual League of California Cities (LOCC) conference to be held in Long Beach, CA from October 16-18, 2019 as provided below. Background Each year, the LOCC accepts resolutions from member cities and elected officials to be voted on at its annual conference. This year, two resolutions have been introduced. The voting delegates make the final determination on the resolutions at the annual business meeting, scheduled for October 18, 2019. Council’s discussion regarding recommendations for the resolutions will provide the City’s LOCC voting delegate(s) guidance and authorization to vote on amendments in the manner deemed to be in the best interest of the City. Attached for your review is the 2019 LOCC Annual Conference Resolution Packet. (Attachment A). The packet contains the original language of the resolutions in their current forms along with LOCC staff analysis and letters of support. Discussion Below is brief information about each resolution and City staff’s recommended vote: Resolution 1 RESOLUTION OF THE LEAGUE OF CALIFORNIA CITIES CALLING ON THE CALIFORNIA PUBLIC UTILITIES COMMISSION TO AMEND RULE 20A TO ADD PROJECTS IN VERY City of Palo Alto Page 2 HIGH FIRE HAZARD SEVERITY ZONES TO THE LIST OF ELIGIBILITY CRITERIA AND TO INCREASE FUNDING ALLOCATIONS FOR RULE 20A PROJECTS. Source: City of Rancho Palos Verdes. Concurrence Cities: City of Hidden Hills, City of La Cañada Flintridge, City of Laguna Beach, City of Lakeport, City of Malibu, City of Moorpark, City of Nevada City, City of Palos Verdes Estates, City of Rolling Hills Estates, City of Rolling Hills, City of Ventura Background: Under the California Public Utilities Commission (CPUC) Rule 20 undergrounding program, Investor-Owned Utilities must annually allocate funds to either cities or unincorporated areas of counties to convert overhead electric and telecommunication facilities to underground electric facilities. Because Investor-Owned Utility ratepayers contribute the bulk of the costs of Rule 20A programs through utility rates, the projects must be in the public interest by meeting at least one of four criteria. This LOCC resolution seeks to add a fifth criterion: communities located in Very High Fire Hazard Severity Zones. This type of zone designation, as determined by CalFire, is the most severe of the three zones (Moderate, High, and Very High). The resolution source City, Rancho Palos Verdes, and all conference cities are in this Very High designation. Palo Alto is not. Staff’s recommended vote on the resolution: Abstain* Rationale for the recommendation: In contrast to the source and concurrence cites, the City of Palo Alto is not in the Very High Fire Hazard Severity Zone; rather, according to CalFire, most of Palo Alto is not in any Fire Hazard Severity Zone. The exception is a portion of the Foothills area, which is in a Moderate/High Severity Zone. As the program underlying the resolution only applies to those cities with a Very High Fire designation, staff recommends abstaining, with the caveat noted below. Resolution 2 A RESOLUTION CALLING UPON THE FEDERAL AND STATE GOVERNMENTS TO ADDRESS THE DEVASTATING IMPACTS OF INTERNATIONAL TRANSBOUNDARY POLLUTION FLOWS INTO THE SOUTHERNMOST REGIONS OF CALIFORNIA AND THE PACIFIC OCEAN Source: San Diego County Division of the LOCC. Concurrence Cities: Calexico; Coronado; Imperial Beach; San Diego. Background: River water flowing from Mexico into San Diego and Imperial Counties contains raw sewage, chemicals, and other pollutants. Economic growth along the borders has only increased the pollution, despite efforts from three federal agencies to alleviate the problem. This resolution asks the Federal and State governments to City of Palo Alto Page 3 restore and ensure proper funding to the U.S - Mexico Border Water Infrastructure Program to address the “health, environmental, and safety concerns in communities along California’s southern border impacting the state.” Staff’s recommended vote on the resolution: Abstain or Yes* Rationale for the recommendation: The City of Palo Alto does not share a border with Mexico and as such, the impacts noted in the resolution do not appear to directly affect our City. Indeed, the LOCC’s background information on this item, contained in Attachment A, does not speak to how, if at all, the effects of pollution from the U.S./Mexico border are felt in cities further north. However, Council may wish to vote in favor of this resolution in that cleaning the waters in the southernmost portion of the State may lead to cleaner waterways elsewhere. *Staff understands that while neither resolution would directly impact Palo Alto, there may be a benefit in supporting other cities in their efforts to mitigate the risk of electric- line ignited wildfires and to reduce the harmful and costly effects of pollution along the southern border. Therefore, Council may wish to direct the delegate(s) to vote in favor of either or both resolutions. Environmental Review This report is not a project for the purposes of the California Environmental Quality Act; an environmental review is not required. Attachments: • Attachment A: 2019 LOCC Annual Conference Resolutions Packet Annual Conference Resolutions Packet 2019 Annual Conference Resolutions Long Beach, California October 16 – 18, 2019 INFORMATION AND PROCEDURES RESOLUTIONS CONTAINED IN THIS PACKET: The League bylaws provide that resolutions shall be referred by the president to an appropriate policy committee for review and recommendation. Resolutions with committee recommendations shall then be considered by the General Resolutions Committee at the Annual Conference. This year, two resolutions have been introduced for consideration at the Annual Conference and referred to League policy committees. POLICY COMMITTEES: Two policy committees will meet at the Annual Conference to consider and take action on the resolutions referred to them. The committees are: Environmental Quality and Transportation, Communication & Public Works. The committees will meet from 9:00 – 11:00 a.m. on Wednesday, October 16, at the Hyatt Regency Long Beach. The sponsors of the resolutions have been notified of the time and location of the meeting. GENERAL RESOLUTIONS COMMITTEE: This committee will meet at 1:00 p.m. on Thursday, October 17, at the Hyatt Regency Long Beach, to consider the reports of the policy committees regarding the resolutions. This committee includes one representative from each of the League’s regional divisions, functional departments and standing policy committees, as well as other individuals appointed by the League president. Please check in at the registration desk for room location. ANNUAL LUNCHEON/BUSINESS MEETING/GENERAL ASSEMBLY: This meeting will be held at 12:30 p.m. on Friday, October 18, at the Long Beach Convention Center. PETITIONED RESOLUTIONS: For those issues that develop after the normal 60-day deadline, a resolution may be introduced at the Annual Conference with a petition signed by designated voting delegates of 10 percent of all member cities (48 valid signatures required) and presented to the Voting Delegates Desk at least 24 hours prior to the time set for convening the Annual Business Meeting of the General Assembly. This year, that deadline is 12:30 p.m., Thursday, October 17. Resolutions can be viewed on the League's Web site: www.cacities.org/resolutions. Any questions concerning the resolutions procedures may be directed to Carly Shelby cshelby@cacities.org 916-658-8279 or Nick Romo nromo@cacities.org 916-658-8232 at the League office. 1 GUIDELINES FOR ANNUAL CONFERENCE RESOLUTIONS Policy development is a vital and ongoing process within the League. The principal means for deciding policy on the important issues facing cities is through the League’s seven standing policy committees and the board of directors. The process allows for timely consideration of issues in a changing environment and assures city officials the opportunity to both initiate and influence policy decisions. Annual conference resolutions constitute an additional way to develop League policy. Resolutions should adhere to the following criteria. Guidelines for Annual Conference Resolutions 1. Only issues that have a direct bearing on municipal affairs should be considered or adoptedat the Annual Conference. 2. The issue is not of a purely local or regional concern. 3.The recommended policy should not simply restate existing League policy. 4. The resolution should be directed at achieving one of the following objectives: (a)Focus public or media attention on an issue of major importance to cities. (b) Establish a new direction for League policy by establishing general principles around which more detailed policies may be developed by policy committees and the board of directors. (c)Consider important issues not adequately addressed by the policy committees andboard of directors. (d) Amend the League bylaws (requires 2/3 vote at General Assembly). 2 LOCATION OF MEETINGS Policy Committee Meetings Wednesday, October 16, 9:00 – 11:00 a.m. Hyatt Regency Long Beach 200 South Pine Avenue, Long Beach The following committees will be meeting: 1.Environmental Quality 10:00 - 11:00 a.m.2.Transportation, Communication & Public Works 9:00 - 10:00 a.m. General Resolutions Committee Thursday, October 17, 1:00 p.m. Hyatt Regency Long Beach 200 South Pine Avenue, Long Beach Annual Business Meeting and General Assembly Luncheon Friday, October 18, 12:30 p.m. Long Beach Convention Center 300 East Ocean Boulevard, Long Beach 3 KEY TO ACTIONS TAKEN ON RESOLUTIONS Resolutions have been grouped by policy committees to which they have been assigned. Number Key Word Index Reviewing Body Action 1 2 3 1 - Policy Committee Recommendation to General Resolutions Committee 2 – General Resolutions Committee 3 - General Assembly ENVIRONMENTAL QUALITY POLICY COMMITTEE 1 2 3 1 Amendment to Rule 20A 2 International Transboundary Pollution Flows TRANSPORTATION, COMMUNICATION & PUBLIC WORKS POLICY COMMITTEE 1 2 3 1 Amendment to Rule 20A Information pertaining to the Annual Conference Resolutions will also be posted on each committee’s page on the League website: www.cacities.org. The entire Resolutions Packet is posted at: www.cacities.org/resolutions. 4 KEY TO ACTIONS TAKEN ON RESOLUTIONS (Continued) Resolutions have been grouped by policy committees to which they have been assigned. KEY TO REVIEWING BODIES KEY TO ACTIONS TAKEN 1. Policy Committee A Approve 2. General Resolutions Committee D Disapprove 3. General Assembly N No Action R Refer to appropriate policy committee for study ACTION FOOTNOTES a Amend+ * Subject matter covered in another resolution Aa Approve as amended+ ** Existing League policy Aaa Approve with additional amendment(s)+ *** Local authority presently exists Ra Refer as amended to appropriate policy committee for study+ Raa Additional amendments and refer+ Da Amend (for clarity or brevity) and Disapprove+ Na Amend (for clarity or brevity) and take No Action+ W Withdrawn by Sponsor Procedural Note: The League of California Cities resolution process at the Annual Conference is guided by League Bylaws. A helpful explanation of this process can be found on the League’s website by clicking on this link: Guidelines for the Annual Conference Resolutions Process. 5 League of California Cities Resolution Process REGULAR RESOLUTIONS Policy Committee Action General Resolutions Committee Action Calendar Approve Approve Consent Calendar1 Approve Disapprove or Refer Regular Calendar2 Disapprove or Refer Approve Regular Calendar Disapprove or Refer Disapprove or Refer Does not proceed to General Assembly PETITION RESOLUTIONS Policy Committee Action General Resolutions Committee Action Calendar Not Heard in Policy Committee Approve Consent Calendar Not Heard in Policy Committee Disapprove or Refer Regular Calendar Not Heard in Policy Committee Disqualified per Bylaws Art. VI Does not proceed to General Assembly Resolutions •Submitted 60 days prior to conference Bylaws Article VI, Sec. 4(a) •Signatures of at least 5 supporting cities or city officials submitted with the proposed resolutionBylaws Article VI, Sec. 2 •Assigned to policy committee(s) by League president Bylaws Article VI, Sec. 4(b)(i) •Heard in policy committee(s) and report recommendation, if any, to GRC Bylaws Article VI, Sec.4(b)(ii) •Heard in GRC Approved by policy committee(s) and GRC, goes on to General Assembly on consent calendar 2006 General Assembly Resolution Sec. 2(C) If amended/approved by all policy committee(s) to which it has been referred and disapprovedby GRC, then goes on to General Assembly on the regular calendar. If not all policycommittees to which it has been referred recommend amendment or approval, and the GRC disapproves or refers the resolution, the resolution does not move to the General Assembly 2006 General Assembly Resolution Sec. 2(A),(C); 1998 General Assembly Resolution, 1st Resolved Clause If disapproved by all policy committees to which it has been referred and disapproved by theGRC, resolution does not move to the General Assembly 2006 General Assembly Resolution Sec. 2(C) •Heard in General Assembly 1 The consent calendar should only be used for resolutions where there is unanimity between the policy committees and the GRC that a resolution should be approved by the General Assembly, and therefore, it can be concluded that there will be less desire to debate the resolution on the floor. 2 The regular calendar is for resolutions for which there is a difference in recommendations between the policy committees and the GRC. 6 Petitioned Resolutions •Submitted by voting delegate Bylaws Article VI, Sec. 5 (a) •Must be signed by voting delegates representing 10% of the member cities Bylaws Article VI, Sec. 5 (c) •Signatures confirmed by League staff •Submitted to the League president for confirmation 24 hours before the beginning of the GeneralAssembly. Bylaws Article VI, Sec. 5 (d) •Petition to be reviewed by Parliamentarian for required signatures of voting delegates and for form and substance Bylaws Article VI, Sec. 5(e) •Parliamentarian’s report is presented to chair of GRC •Will be heard at GRC for action (GRC cannot amend but may recommend by a majority vote to theGA technical or clarifying amendments) 2006 General Assembly Resolution sec. 6(A), (B) •GRC may disqualify if: Non-germane to city issues Identical or substantially similar in substance to a resolution already under considerationBylaws Article VI, Sec. 5(e), (f) •Heard in General Assembly General Assembly will consider the resolution following the other resolutions3 Bylaws Article VI, Sec. 5(g) Substantive amendments that change the intent of the petitioned resolution may only beadopted by the GA 2006 General Assembly Resolution sec. 6(C) Voting Procedure in the General Assembly Consent Calendar: Resolution approved by Policy Committee(s) and GRC. Petitioned resolution approved by GRC) GRC Chair will be asked to give the report from the GRC and will ask for adoption of the GRC’s recommendations Ask delegates if there is a desire to call out a resolution for discussion A voting delegate may make a motion to remove a resolution from the consent calendar fordiscussion If a motion is made to pull a resolution, the General Assembly votes on whether to pull the resolution from the consent calendar. If a majority of the General Assembly votes to pull the resolution, set “called out” reso(s) aside. If the motion fails, the resolution remains on the consent calendar. If reso(s) not called out, or after ‘called out” reso is set aside, then ask for vote on remainingresos left on consent Move on to debate on reso(s) called out After debate, a vote is taken Voting delegates vote on resolutions by raising their voting cards.4 3 Petitioned Resolutions on the Consent Calendar will be placed after all General Resolutions on the Consent Calendar. Petitioned Resolutions on the Regular Calendar will be placed after all General Resolutions on the Regular Calendar. 4 Amendments to League bylaws require 2/3 vote 7 Regular Calendar: Regular resolutions approved by Policy Committee(s)5, and GRC recommends disapproval or referral; Regular resolutions disapproved or referred by Policy Committee(s)6 and GRC approves; Petitioned resolutions disapproved or referred by the GRC. Open the floor to determine if a voting delegate wishes to debate a resolution on the regular calendar. If no voting delegate requests a debate on the resolution, a vote to ratify the recommendation of the GRC on the resolution is taken. Upon a motion by a voting delegate to debate a resolution, a debate shall be held if approved by a majority vote of the General Assembly. If a majority of the General Assembly to debate the resolution is not achieved, then a vote shall be taken on whether to ratify the GRC’s recommendation. If a majority of the General Assembly approves of the motion to debate the resolution, debate will occur. After debate on the resolution, a vote is taken based upon the substitute motion that was made, if any, or on the question of ratifying the GRC’s recommendation. Voting delegates vote by raising their voting cards. 5 Applies in the instance where the GRC recommendation of disapproval or refer is counter to the recommendations of the policy committees. 6 Applies in the instance where the GRC recommendation to approve is counter to the recommendations of the policy committees. 8 1.RESOLUTION OF THE LEAGUE OF CALIFORNIA CITIES CALLING ON THE CALIFORNIA PUBLIC UTILITIES COMMISSION TO AMEND RULE 20A TO ADD PROJECTS IN VERY HIGH FIRE HAZARD SEVERITY ZONES TO THE LIST OF ELIGIBILITY CRITERIA AND TO INCREASE FUNDING ALLOCATIONS FOR RULE 20A PROJECTS Source: City of Rancho Palos Verdes Concurrence of five or more cities/city officials Cities: City of Hidden Hills, City of La Cañada Flintridge, City of Laguna Beach, City of Lakeport, City of Malibu, City of Moorpark, City of Nevada City, City of Palos Verdes Estates, City of Rolling Hills Estates, City of Rolling Hills, City of Ventura Referred to: Environmental Quality Policy Committee; Transportation, Communications, and Public Works Policy Committee WHEREAS, the California Public Utilities Commission regulates the undergrounding conversion of overhead utilities under Electric Tariff Rule 20 and; WHEREAS, conversion projects deemed to have a public benefit are eligible to be funded by ratepayers under Rule 20A; and WHEREAS, the criteria under Rule 20A largely restricts eligible projects to those along streets with high volumes of public traffic; and WHEREAS, the cost of undergrounding projects that do not meet Rule 20A criteria is left mostly or entirely to property owners under other parts of Rule 20; and WHEREAS, California is experiencing fire seasons of worsening severity; and WHEREAS, undergrounding overhead utilities that can spark brush fires is an important tool in preventing them and offers a public benefit; and WHEREAS, brush fires are not restricted to starting near streets with high volumes of public traffic; and WHEREAS, expanding Rule 20A criteria to include Very High Fire Hazard Severity Zones would facilitate undergrounding projects that would help prevent fires; and WHEREAS, expanding Rule 20A criteria as described above and increasing funding allocations for Rule 20A projects would lead to more undergrounding in Very High Fire Hazard Severity Zones; and now therefore let it be, RESOLVED that the League of California Cities calls on the California Public Utilities Commission to amend Rule 20A to include projects in Very High Fire Hazard Severity Zones to the list of criteria for eligibility and to increase funding allocations for Rule 20A projects. 9 Background Information on Resolution No. 1 Source: City of Rancho Palos Verdes Background: Rancho Palos Verdes is the most populated California city to have 90 percent or more of residents living in a Cal Fire-designated Very High Fire Hazard Severity Zone. Over the years, the Palos Verdes Peninsula has seen numerous brush fires that were determined to be caused by electrical utility equipment. Across the state, some of the most destructive and deadly wildfires were sparked by power equipment. But when it comes to undergrounding overhead utilities, fire safety is not taken into account when considering using ratepayer funds to pay for these projects under California’s Electric Tariff Rule 20 program. The program was largely intended to address visual blight when it was implemented in 1967. Under Rule 20A, utilities must allocate ratepayer funds to undergrounding conversion projects chosen by local governments that have a public benefit and meet one or more of the following criteria: •Eliminate an unusually heavy concentration of overhead lines; •Involve a street or road with a high volume of public traffic; •Benefit a civic or public recreation area or area of unusual scenic interest; and, •Be listed as an arterial street or major collector as defined in the Governor’s Office of Planning and Research (OPR) Guidelines. As we know, brush fires are not restricted to erupting in these limited areas. California’s fire season has worsened in severity in recent years, claiming dozens of lives and destroying tens of thousands of structures in 2018 alone. Excluding fire safety from Rule 20A eligibility criteria puts the task of undergrounding power lines in Very High Fire Hazard Severity Zones squarely on property owners who are proactive, willing and able to foot the bill. The proposed resolution calls on the California Public Utilities Commission to amend Rule 20A to include projects in Very High Fire Hazard Severity Zones to the list of criteria for eligibility. To facilitate more undergrounding projects in these high-risk zones, the proposed resolution also calls on the CPUC to increase funding allocations for Rule 20A projects. If adopted, utilities will be incentivized to prioritize undergrounding projects that could potentially save millions of dollars and many lives. 10 League of California Cities Staff Analysis on Resolution No. 1 Staff: Rony Berdugo, Legislative Representative, Derek Dolfie, Legislative Representative, Caroline Cirrincione, Legislative Policy Analyst Committees: Environmental Quality; Transportation, Communications, and Public Works Summary: This Resolution, in response to intensifying fire seasons and hazards associated with exposed energized utility lines, proposes that the League of California Cities (League) call upon the California Public Utilities Commission (CPUC) to amend the Rule 20A program by expanding the criteria for undergrounding overhead utilities to include projects in Very High Fire Hazard Severity Zones (VHFHSZ). This Resolution also proposes that the League call upon the CPUC to increase utilities’ funding allocations for Rule 20A projects. Background California Wildfires and Utilities Over the last several years, the increasing severity and frequency of California’s wildfires have prompted state and local governments to seek urgent prevention and mitigation actions. Record breaking wildfires in Northern and Southern California in both 2017 and 2018 have caused destruction and loss of life. This severe fire trend has local officials seeking solutions to combat what is now a year-round fire season exacerbated by years of drought, intense weather patterns, untamed vegetation and global warming. These conditions create a dangerous catalyst for wildfires caused by utilities as extreme wind and weather events make downed power lines more of a risk. In response to recent catastrophic wildfires, Governor Newsom established a Strike Force tasked with developing a “comprehensive roadmap” to address issues related to wildfires, climate change, and utilities. The Strike Force report acknowledges that measures to harden the electrical grid are critical to wildfire risk management. A key utility hardening strategy: undergrounding lines in extreme high-fire areas. Governor Newsom’s Wildfire Strike Force program report concludes, “It’s not a question of “if” wildfire will strike, but “when.” Very High Fire Hazard Severity Zones This Resolution seeks to expand the undergrounding of overhead utility lines in VHFHSZ. California Government Code Section 51178 requires the Director of the California Department of Forestry and Fire Protection (CalFIRE) to identify areas in the state as VHFHSZ based on the potential fire hazard in those areas. VHFHSZ are determined based on fuel loading, slope, fire weather, and other relevant factors. These zones are in both local responsibility areas and state responsibility areas. Maps of the statewide and county by county VHFHSZ can be found here.1 1 https://osfm.fire.ca.gov/divisions/wildfire-prevention-planning-engineering/wildland-hazards-building-codes/fire-hazard- severity-zones-maps/ 11 More than 25 million acres of California wildlands are classified under very high or extreme fire threat. Approximately 25 percent of the state’s population, 11 million people, live in those high- risk areas. Additionally, over 350,000 Californians live in cities that are nearly encompassed within Cal Fire’s maps of VHFHSZ. Similar to the proponents of this Resolution, City of Rancho Palos Verdes, over 75 communities have 90 percent or more of residents living in a VHFHSZ. CPUC Rule 20 Program The CPUC’s Rule 20 program lays out the guidelines and procedures for converting overhead electric and telecommunication facilities to underground electric facilities. Rule 20 funding and criteria is provided at four levels. Levels A, B, and C, reflect progressively diminishing ratepayer funding for undergrounding projects. Recently added Rule 20D is a relatively new program that is specific to San Diego Gas and Electric (SDG&E), which was created in response to the destructive 2007 wildfires. Each of these levels will be discussed below: Rule 20A The first California overhead conversion program, Rule 20A, was created in 1967 under then Governor Ronald Reagan. The program was created to provide a consistent and structured means of undergrounding utility lines throughout the state with costs covered broadly by utility ratepayers. Each year, Investor Owned Utilities (IOUs) propose their Rule 20A allocation amounts to the CPUC during annual general rate case proceedings. In this process, IOUs propose revised utility customer rates based on expected service costs, new energy procurement and projects for the following year, including Rule 20 allocations. The CPUC then reviews, amends, and approves IOU rates. Currently, the cumulative budgeted amount for Rule 20A for Pacific Gas and Electric (PG&E), Southern California Edison (SCE), and San Diego Gas and Electric (SDG&E) totals around $95.7 million. The funding set aside by IOUs for Rule 20A is allocated to local governments through a credit system, with each credit holding a value to be used solely for the costs of an undergrounding project. The credit system was created so that local governments and IOUs can complete undergrounding projects without municipal financing. Through Rule 20A, municipalities that have developed and received city council approval for an undergrounding plan receive annual credits from the IOU in their service area. At the last count by the CPUC, over 500 local governments (cities and counties) participate in the credit system. While these credits have no inherent monetary value, they can be traded in or banked for the conversion of overhead lines. Municipalities can choose to accumulate their credits until their credit balance is sufficient to cover these conversion projects, or choose to borrow future undergrounding allocations for a period of up to five years. Once the cumulative balance of credits is sufficient to cover the cost of a conversion project, the municipality and the utility can move forward with the undergrounding. All of the planning, design, and construction is performed by the participating utility. Upon the completion of an undergrounding project, the utility is compensated through the local government’s Rule 20A credits. 12 At the outset of the program, the amount of allocated credits were determined by a formula which factored in the number of utility meters within a municipality in comparison to the utilities’ service territory. However, in recent years the formula has changed. Credit allocations for IOUs, except for PG&E, are now determined based on the allocation a city or county received in 1990 and is then adjusted for the following factors: •50% of the change from the 1990 total budgeted amount is allocated for the ratio of the number of overhead meters in any city or unincorporated area to the total system overhead meters; and •50% of the change from the 1990 total budgeted amount is allocated for the ratio of the number of meters (which includes older homes that have overhead services, and newer homes with completely underground services) in any city or the unincorporated area to the total system meters. As noted, PG&E has a different funding formula for their Rule 20A credit allocations as they are not tied to the 1990 base allocation. Prior to 2011, PG&E was allocating approximately five to six percent of its revenue to the Rule 20A program. The CPUC decided in 2011 that PG&E’s Rule 20A allocations should be reduced by almost half in an effort to decrease the growing accumulation of credits amongst local governments. Since 2011, PG&E’s annual allocations for Rule 20A have been around $41.3 million annually, which is between two and three percent of their total revenue. Criteria for Rule 20A Projects For an undergrounding project to qualify for the Rule 20A program, there are several criteria that need to be met. The project must have a public benefit and: 1. Eliminate an unusually heavy concentration of overhead lines 2. Involve a street or road with a high volume of public traffic3. Benefit a civic or public recreation area or area of unusual scenic interest, 4.Be listed as an arterial street or major collector as defined in the Governor’s Office of Planning and Research (OPR) Guidelines Notably, fire safety is excluded from the list of criteria that favors aesthetic and other public safety projects. Rule 20A Credit System Imbalance Threatens Program Effectiveness Allocations are made by utilities each year for Rule 20A credits. These current budget allocations total $95.7 million a year. Currently, the cumulative balance of credits throughout the state totals over $1 billion dollars. The Rule 20A cumulative balances aggregated by region can be found here.2 2 Program Review, California Overhead Conversion Program, Rule 20A for Years 2011-2015, “The Billion Dollar Risk,” California Public Utilities Commission. https://www.cpuc.ca.gov/uploadedFiles/CPUC_Public_Website/Content/About_Us/Organization/Divisions/Policy_and_Planning/PPD_Work_Pr oducts_(2014_forward)(1)/PPD_Rule_20-A.pdf 13 Note: The existing credit allocation formulas do not consider a municipality’s need or plans for overhead conversion projects, resulting in large credit balances in some jurisdictions. Cities and counties are, however, able to trade or sell unallocated Rule 20A credits if they will not be used to fund local undergrounding projects. There have been several cases where one agency has sold their unused credits, often for less than the full dollar value of the credits themselves to another agency. Rule 20B Rule 20B projects are those that do not fit the Rule 20A criteria, but do, however, involve both sides of the street for at least 600 feet. These projects are typically done in conjunction with larger developments and are mostly paid for by the developer or applicant. Additionally, the applicant is responsible for the installation. Rule 20C Rule 20C projects are usually small projects that involve property owners. The majority of the cost is usually borne by the applicants. Rule 20C applies when the project does not qualify for either Rule 20A or Rule 20B. Rule 20D--Wildfire Mitigation Undergrounding Program Rule 20D was approved by the CPUC in January of 2014 and only applies to SDG&E. The Rule 20D program was established largely in response to the destructive wildfires that occurred in San Diego in 2007 as a wildfire mitigation undergrounding program. According to SDG&E, the objective of the Rule 20D undergrounding is exclusively for fire hardening as opposed to aesthetics. The program is limited in scope and is restricted to communities in SDG&E’s Fire Threat Zone (now referred to as the High Fire Threat District or HFTD). As of this time, the program has yet to yield any projects and no projects are currently planned. For an undergrounding project to qualify for the Rule 20D program, a minimum of three of the following criteria must be met. The project must be near, within, or impactful to: •Critical electric infrastructure •Remaining useful life of electric infrastructure •Exposure to vegetation or tree contact •Density and proximity of fuel •Critical surrounding non-electric assets (including structures and sensitive environmentalareas) •Service to public agencies •Accessibility for firefighters Similar to Rule 20A, SDG&E must allocate funding each year through their general rate case proceedings to Rule 20D to be approved by the CPUC. This funding is separate from the allocations SDG&E makes for Rule 20A. However, the process of distributing this funding to localities is different. The amount of funding allocated to each city and county for Rule 20D is based on the ratio of the number of miles of overhead lines in SDG&E Fire Threat Zones in a city or county to the total miles of SDG&E overhead lines in the entire SDG&E fire zone. The 14 Rule 20D program is administered by the utility consistent with the existing reporting, engineering, accounting, and management practices for Rule 20A. The Committee may want to consider whether Rule 20D should instead be expanded, adapted, or further utilized to support funding for overhead conversions within VHFHSZ throughout the state. Fiscal Impact: The costs to the State associated with this Resolution will be related to the staff and programmatic costs to the CPUC to take the necessary measures to consider and adopt changes to Rule 20A to include projects in VHFHSZ to the list of criteria for eligibility. This Resolution calls for an unspecified increase in funding for Rule 20A projects, inferring that portions of increased funds will go towards newly eligible high fire hazard zones. While the Resolution does not request a specific amount be allocated, it can be assumed that these increased costs will be supported by utility ratepayers. According to the CPUC, the annual allocations towards Rule 20A are $95.7 million. The CPUC currently reports a cumulative credit surplus valued at roughly $1 billion that in various regions, given the approval of expanded eligibility called for by this Resolution, could be used to supplement and reduce the level of new dollars needed to make a significant impact in VHFHSZ. The CPUC follows that overhead conversion projects range from $93,000 per mile for rural construction to $5 million per mile for urban construction. The Resolution states that “California is experiencing fire seasons of worsening severity” which is supported by not only the tremendous loss of property and life from recent wildfires, but also in the rising costs associated with clean up, recovery, and other economic losses with high estimates in the hundreds of billions of dollars. The Committee may wish to consider the costs associated with undergrounding utility lines in relation to the costs associated with past wildfires and wildfires to come. Comments: CPUC Currently Exploring Revisions to Rule 20 In May 2017, the CPUC issued an Order Instituting Rulemaking to Consider Revisions to Electric Rule 20 and Related Matters. The CPUC will primarily focus on revisions to Rule 20A but may make conforming changes to other parts of Rule 20. The League is a party in these proceedings will provide comments. Beyond Rule 20A: Additional Options for Funding Undergrounding Projects There are various ways in which cities can generate funding for undergrounding projects that fall outside of the scope of Rule 20A. At the local level, cities can choose to forgo the Rule 20A process and opt to use their own General Fund money for undergrounding. Other options are also discussed below: 15 Rule 20D Expansion The City of Berkley in a 2018 study titled “Conceptual Study for Undergrounding Utility Wires in Berkley,” found that the city could possibly qualify for Rule 20D funding if they actively pursued this opportunity in partnership with PG&E and the CPUC. One of the study’s recommendations is to advocate for release of 20D funds (now earmarked exclusively for SDG&E) to be used for more aggressive fire hardening techniques for above- ground utility poles and equipment, for undergrounding power lines, and for more aggressive utility pole and vegetation management practices in the Very High Hazard Fire Zone within Berkeley’s city limits. As an alternative to changing the criteria for Rule 20A, the Committee may wish to consider whether there is the opportunity to advocate for the expansion of Rule 20D funding more broadly, expanding its reach to all IOU territories. Franchise Surcharge Fees Aside from Rule 20 allocations, cities can generate funding for undergrounding through franchise fee surcharges. For example, SDG&E currently operates under a 50-year City franchise that was granted in 1970. Under the franchises approved by the San Diego City Council in December 1970, SDG&E agreed to pay a franchise fee to the City equivalent to 3% of its gross receipts from the sales of both natural gas and electricity for 30 years. These fees were renegotiated in 2000 and in 2001 an agreement was between the City of San Diego, SDG&E, and the CPUC to extend the existing franchise fee to include revenues collected from surcharges. SDG&E requested an increase of 3.88% to its existing electric franchise fee surcharge. The bulk, 3.53% of this increase is to be used for underground conversion of overhead electric wires. Based on SDG&E's revenue projections, the increase would result in an additional surcharge revenue amount of approximately $36.5 million per year. SDG&E estimates that this would create a monthly increase of approximately $3.00 to a typical residential customer's electric bill. These surcharge revenues would pay for additional undergrounding projects including those that do not meet the Rule 20A criteria. The City of Santa Barbara has also adopted a similar franchise surcharge fee. Having this funding source allows the City of San Diego to underground significantly more miles of above ground utility lines than other municipalities. However, the surcharge is currently being challenged in court, as it is argued that the City had SDG&E impose a tax without a ballot measure. 16 Utility Bankruptcy and Undergrounding Funding In considering this Resolution, it is important to understand that Rule 20A allocations have been more substantial in the past. As mentioned earlier, prior to 2011, PG&E was allocating approximately 5% to 6% of its revenue to the Rule 20A program. Therefore, it is not unreasonable to encourage an increase in Rule 20A allocations as history shows that utilities had the capacity to do so in the past. However, in a time where IOUs such as PG&E are facing bankruptcy as the result of utility caused wildfires, there is the possibility that expanding rule 20A funding will generate more costs for the ratepayers. Questions to Consider: 1) Is Rule 20A or Rule 20D the more appropriate program to advocate for such an expansion? 2)Are there any wildfire risks outside of VHFHSZ that could be mitigated byundergrounding projects? Existing League Policy: Public Safety: The League supports additional funding for local agencies to recoup the costs associated with fire safety in the community and timely mutual aid reimbursement for disaster response services in other jurisdictions. (pg. 43) The League supports the fire service mission of saving lives and protecting property through fire prevention, disaster preparedness, hazardous-materials mitigation, specialized rescue, etc., as well as cities’ authority and discretion to provide all emergency services to their communities. (pg. 43) Transportation, Communication, and Public Works: Existing telecommunications providers and new entrants shall adhere to local city policies on public utility undergrounding. (pg. 54) The League supports protecting the additional funding for local transportation and other critical unmet infrastructure needs. (pg. 51) The League supports innovative strategies including public private partnerships at the state and local levels to enhance public works funding. (pg. 52) Environmental Quality The League opposes any legislation that interferes with local utility rate setting authority and opposes any legislation that restricts the ability of a city to transfer revenue from a utility (or other enterprise activity) to the city’s general fund. (pg. 9) 17 Cities should continue to have the authority to issue franchises and any program should be at least revenue neutral relative to revenue currently received from franchises. (pg. 9) The League is concerned about the impacts of escalating energy prices on low income residents and small businesses. The League supports energy pricing structures and other mechanisms to soften the impacts on this segment of our community. (pg. 10) 2019 Strategic Goals Improve Disaster Preparedness, Recovery and Climate Resiliency. •Provide resources to cities and expand partnerships to better prepare for and recover fromwildfires, seismic events, erosion, mudslides and other disasters. •Improve community preparedness and resiliency to respond to climate-related, natural and man-made disasters. Support: The following letters of concurrence were received: The City of Hidden Hills The City of La Cañada Flintridge The City of Laguna Beach The City of Lakeport The City of Malibu The City of Moorpark The City of Nevada City The City of Palos Verdes Estates The City of Rolling Hills Estates The City of Rolling Hills The City of Ventura 18 LETTERS OF CONCURRENCE Resolution No. 1 Amendment to Rule 20A 19 20 21 22 23 24 City of Malibu Jefferson Wagner, Mayor 23825 Stuart Ranch Road · Malibu, California · 90265-4861 Phone (310) 456-2489 · Fax (310) 456-3356 · www.malibucity.org M:\City Council\Mayor Chron Files\2019\Rancho PV League Reso to Amend Rule 20A-Support_190815.docx Recycled Paper August 15, 2019 Jan Arbuckle, President League of California Cities 1400 K St., Ste. 400 Sacramento, CA 95814 RE: City of Rancho Palos Verdes Proposed Resolution to Amend California Public Utilities Commission Rule 20A – SUPPORT Dear Ms. Arbuckle: At its Regular meeting on August 12, 2019, the Malibu City Council unanimously voted to support the City of Rancho Palos Verdes’ effort to bring a resolution for consideration by the General Assembly at the League’s 2019 Annual Conference in Long Beach. Undergrounding power lines is an important tool in preventing destructive wildfires that have devastated communities across our state, but California’s Rule 20A program, which allows local governments to pay for these costly projects with ratepayer funds, does not factor in fire safety for eligibility. Unless projects meet the program’s limited eligibility criteria, they are left to be funded by property owners who are proactive, as well as willing and able to foot the bill. The City of Malibu agrees with Rancho Palos Verdes that Rule 20A offers an important opportunity for fire prevention and that the California Public Utilities Commission (CPUC) should expand this program so more communities can utilize it. The resolution calls on the CPUC to amend Rule 20A to include projects in Very High Fire Hazard Severity Zones to the list of criteria for eligibility. To facilitate more undergrounding projects in these high-risk zones, the resolution also calls on the CPUC to increase funding allocations for Rule 20A projects. As a recent series of news stories on wildfire preparedness in California pointed out, there are more than 75 communities across the state with populations over 1,000, including Rancho Palos Verdes and Malibu, where at least 90 percent of residents live in a Cal Fire-designated Very High Fire Hazard Severity Zone. It is well-known that electric utility equipment is a common fire source, and has sparked some of the most destructive blazes in our state’s history. Moving power lines underground is, therefore, a critical tool in preventing them. Currently, Rule 20A primarily addresses visual blight, but with fire seasons worsening, it is key that fire safety also be considered when local governments pursue Rule 20A projects, and that annual funding allocations for the program be expanded. It is worth noting that the State does have a program, Rule 20D, that factors in fire safety for funding undergrounding projects. However, this is limited to San Diego Gas & Electric Company projects in certain areas only. This needs to be expanded to include projects in all projects within designated Very High Fire Hazard Severity Zones. 25 Rancho PV League Resolution Amend Rule 20A August 15, 2019 Page 2 of 2 M:\City Council\Mayor Chron Files\2019\Rancho PV League Reso to Amend Rule 20A-Support_190815.docx Recycled Paper The proposed resolution is also in line with one of the League’s 2019 Strategic Goals of improving disaster preparedness, recovery and climate resiliency. For these reasons, the City of Malibu strongly concurs that the resolution should go before the General Assembly. Sincerely, Jefferson Wagner Mayor Cc: Honorable Members of the Malibu City Council Reva Feldman, City Manager Megan Barnes, City of Rancho Palos Verdes, mbarnes@rpvca.gov 26 CITY OF MOORPARK JANICE S. PARVIN Mayor CHRIS ENEGREN Councilmember ROSEANN MIKOS, Ph.D. Councilmember DAVID POLLOCK Councilmember KEN SIMONS Councilmember 799 Moorpark Avenue, Moorpark, California 93021 Main City Phone Number (805) 517-6200 | Fax (805) 532-2205 | moorpark@moorparkca.gov July 24, 2019 SUBMITTED ELECTRONICALLY Jan Arbuckle, President League of California Cities 1400 K St., Ste. 400 Sacramento, CA 95814 RE: SUPPORT FOR RANCHO PALOS VERDES RESOLUTION RE: POWER LINE UNDERGROUNDING Dear President Arbuckle: The City of Moorpark supports the City of Rancho Palos Verdes effort to bring a resolution for consideration by the General Assembly at the League’s 2019 Annual Conference in Long Beach. Undergrounding power lines is an important tool in preventing destructive wildfires that have devastated communities across our state. But California’s Rule 20A program, which allows local governments to pay for these costly projects with ratepayer funds, does not factor in fire safety for eligibility. Unless projects meet the program’s limited eligibility criteria, they are left to be funded by property owners who are proactive, willing and able to foot the bill. We believe Rule 20A offers an important opportunity for fire prevention and that the California Public Utilities Commission should expand this program so more communities can utilize it. The resolution calls on the CPUC to amend Rule 20A to include projects in Very High Fire Hazard Severity Zones to the list of criteria for eligibility. To facilitate more undergrounding projects in these high-risk zones, the resolution also calls on the CPUC to increase funding allocations for Rule 20A projects. All cities in Ventura County, including Moorpark, have wildfire prevention fresh in our memories following the highly destructive 2017-2018 Thomas Fire, which was caused by above-ground power lines. The 2018 Woolsey Fire similarly affected Ventura County, and lawsuits have been filed alleging it was also caused by above-ground power lines. Each of these fires caused billions of dollars in damages and highlight the importance of undergrounding power lines. 27 League of California Cities Page 2 The resolution is also in line with one of the League’s 2019 Strategic Goals of improving disaster preparedness, recovery and climate resiliency. For these reasons, we concur that the resolution should go before the General Assembly. Sincerely, Janice Parvin Mayor cc: City Council City Manager 28 29 30 31 32 33 2.A RESOLUTION CALLING UPON THE FEDERAL AND STATE GOVERNMENTSTO ADDRESS THE DEVASTATING IMPACTS OF INTERNATIONAL TRANSBOUNDARY POLLUTION FLOWS INTO THE SOUTHERNMOST REGIONS OF CALIFORNIA AND THE PACIFIC OCEAN Source: San Diego County Division Concurrence of five or more cities/city officials Cities: Calexico; Coronado; Imperial Beach; San Diego Individual City Officials: City of Brawley: Mayor Pro Tem Norma Kastner-Jauregui; Council Members Sam Couchman, Luke Hamby, and George Nava. City of Escondido: Deputy Mayor Consuelo Martinez. City of La Mesa: Council Member Bill Baber. City of Santee: Mayor John Minto, City of Vista: Mayor Judy Ritter and Council Member Amanda Young Rigby Referred to: Environmental Quality Policy Committee WHEREAS, international transboundary rivers that carry water across the border from Mexico into Southern California are a major source of sewage, trash, chemicals, heavy metals and toxins; and WHEREAS, transboundary flows threaten the health of residents in the United States and Mexico, harm important estuarine land and water of international significance, force closure of beaches, damage farmland, adversely impact the South San Diego County and Imperial County economy; compromise border security, and directly affect U.S. military readiness; and WHEREAS, a significant amount of untreated sewage, sediment, hazardous chemicals and trash have been entering southern California through both the Tijuana River Watershed (75 percent of which is within Mexico) and New River flowing into southern California’s coastal waterways and residential and agricultural communities in Imperial County eventually draining into the Salton Sea since the 1930s; and WHEREAS, in February 2017, an estimated 143 million gallons of raw sewage flowed into the Tijuana River and ran downstream into the Pacific Ocean and similar cross border flows have caused beach closures at Border Field State Park that include 211 days in 2015; 162 days in 2016; 168 days in 2017; 101 days in 2018; and 187 days to date for 2019 as well as closure of a number of other beaches along the Pacific coastline each of those years; and WHEREAS, approximately 132 million gallons of raw sewage has discharged into the New River flowing into California through communities in Imperial County, with 122 million gallons of it discharged in a 6-day period in early 2017; and WHEREAS, the presence of pollution on state and federal public lands is creating unsafe conditions for visitors; these lands are taxpayer supported and intended to be managed for recreation, resource conservation and the enjoyment by the public, and WHEREAS, the current insufficient and degrading infrastructure in the border zone poses a significant risk to the public health and safety of residents and the environment on both 34 sides of the border, and places the economic stress on cities that are struggling to mitigate the negative impacts of pollution; and WHEREAS, the 1944 treaty between the United States and Mexico regarding Utilization of Waters of the Colorado and Tijuana Rivers and of the Rio Grande allocates flows on trans-border rivers between Mexico and the United States, and provides that the nations, through their respective sections of the International Boundary Water Commission shall give control of sanitation in cross border flows the highest priority; and WHEREAS, in 1993, the United States and Mexico entered into the Agreement Between the Government of the United States of America and the Government of the United Mexican States Concerning the Establishment of a North American Development Bank which created the North American Development Bank (NADB) to certify and fund environmental infrastructure projects in border-area communities; and WHEREAS, public concerns in response to widespread threats to public health and safety, damage to fish and wildlife resources and degradation to California’s environment resulting from transboundary river flow pollution in the southernmost regions of the state requires urgent action by the Federal and State governments, and WHEREAS, Congress authorized funding under the U.S. Environmental Protection Agency’s (EPA) Safe Drinking Water Act and established the State and Tribal Assistance Grants (STAG) program for the U.S.-Mexico Border Water Infrastructure Program (BWIP) in 1996 to provide grants for high-priority water, wastewater, and storm-water infrastructure projects within 100 kilometers of the southern border; and WHEREAS, the EPA administers the STAG and BWIP programs, and coordinates with the North American Development Bank (NADB) to allocate BWIP grant funds to projects in the border zone; and WHEREAS, since its inception, the BWIP program has provided funding for projects in California, Arizona, New Mexico and Texas that would not have been constructed without the grant program; and WHEREAS, the BWIP program was initially funded at $100 million per year, but, over the last 20 years, has been continuously reduced to its current level of $10 million; and WHEREAS, in its FY 2020 Budget Request, the Administration proposed to eliminate the BWIP program; and WHEREAS, officials from EPA Region 9, covering California, have identified a multitude of BWIP-eligible projects along the southern border totaling over $300 million; and WHEREAS, without federal partnership through the BWIP program and state support to address pollution, cities that are impacted by transboundary sewage and toxic waste flows are 35 left with limited resources to address a critical pollution and public health issue and limited legal remedies to address the problem; and WHEREAS, the National Association of Counties, (NACo) at their Annual Conference on July 15, 2019 and the U.S. Conference of Mayors at their Annual Conference on in July 1, 2019 both enacted resolutions calling on the federal and state governments to work together to fund and address this environmental crisis; and WHEREAS, local governments and the public support the State’s primary objectives in complying with environmental laws including the Clean Water Act, Porter-Cologne Water Quality Control Act, and Endangered Species Act and are supported by substantial public investments at all levels of government to maintain a healthy and sustainable environment for future residents of California, and WHEREAS, League of California Cities policy has long supported efforts to ensure water quality and oppose contamination of water resources; and NOW, THEREFORE, BE IT RESOLVED at the League General Assembly, assembled at the League Annual Conference on October 18, 2019 in Long Beach, that the League calls upon the Federal and State governments to restore and ensure proper funding to the U.S- Mexico Border Water Infrastructure Program (BWIP) and recommit to working bi- nationally to develop and implement long-term solutions to address serious water quality and contamination issues, such as discharges of untreated sewage and polluted sediment and trash- laden transboundary flows originating from Mexico, that result in significant health, environmental, and safety concerns in communities along California’s southern border impactingthe state. 36 Background Information on Resolution No. 2 Source: San Diego County Division Background: Along California’s southern border with Mexico, the New River in Imperial County and the Tijuana River in San Diego County are a major sources of raw sewage, trash, chemicals, heavy metals, and toxins that pollute local communities. Sewage contaminated flows in the Tijuana River have resulted in significant impacts to beach recreation that includes the closure of Border Field State Beach for more than 800 days over the last 5-years. Similarly, contaminated flows in the New River presents comparable hazards, impacts farm land, and contributes to the ongoing crisis in the Salton Sea. These transboundary flows threaten the health of residents in California and Mexico, harms the ecosystem, force closures at beaches, damage farm land, makes people sick, and adversely affects the economy of border communities. The root cause of this cross border pollution is from insufficient or failing water and wastewater infrastructure in the border zone and inadequate federal action to address the problem through existing border programs. The severity of cross border pollution has continued to increase, due in part to the rapid growth of urban centers since the passage of the North American Free Trade Agreement (NAFTA). While economic growth has contributed to greater employment, the environmental infrastructure of the region has not kept pace, which is why Congress authorized the Border Water Infrastructure Program (BWIP) in 1996. The U.S. Environmental Protection Agency (EPA) administers the BWIP and coordinates with the North American Development Bank (NADB) to provide financing and technical support for projects on both sides of the U.S./Mexico border. Unfortunately, the current BWIP funding at $10 million per year is only a fraction of the initial program budget that shares funding with the entire 2,000 mile Mexican border with California, Arizona, New Mexico and Texas. EPA officials from Region 9 have identified an immediate need for BWIP projects totaling over $300 million just for California. Without federal partnerships through the BWIP and state support to address cross border pollution, cities that are impacted by transboundary sewage and toxic waste flows are left with limited resources to address a critical pollution and public health issue. The International Boundary and Water Commission (IBWC) is another important federal stakeholder that, under the Treaty of 1944 with Mexico, must address border sanitation problems. While IBWC currently captures and treats some of the pollution generated in Mexico, it also redirects cross border flows without treatment directly into California. Improving environmental and public health conditions for communities along the border is essential for maintaining strong border economy with Mexico. The IBWC, EPA, and NADB are the important federal partners with existing bi-national programs that are able to immediately implement solutions on cross border pollution. California is in a unique position to take the lead and work with local and federal partners to implement real solutions that will addresses the long standing and escalating water quality crisis along the border. For those reasons, the cities of Imperial Beach and Coronado requested the San Diego County Division to propose a resolution at the 2019 League Annual Conference calling upon the federal 37 and state governments to address the devastating impacts of international transboundary pollution flows into the waterways of the southernmost regions of California, San Diego and Imperial Counties and the Pacific Ocean. On August 12, 2019 at the regularly scheduled meeting of the San Diego County Division, the membership unanimously endorsed submittal of the resolution, with close to 75% membership present and voting. The Imperial County Division does not have a schedule meeting until after the deadline to submit proposed resolutions. However, the City of Calexico, which is most directly impacted by initial pollution flow of the New River from Mexicali, sent a letter in concurrence of this resolution as well as numerous city official from cities within Imperial County and the Imperial County Board of Supervisors. The League Imperial County Division will place a vote to support this resolution on the agenda of their September 26, 2019 meeting. 38 League of California Cities Staff Analysis on Resolution No. 2 Staff: Derek Dolfie, Legislative Representative Carly Shelby, Legislative and Policy Development Assistant Committees: Environmental Quality Summary: This Resolution states that the League of California Cities should call upon the State and Federal governments to restore and ensure proper funding for the U.S. – Mexico Border Water Infrastructure Program (BWIP) and work bi-nationally to address water quality issues resulting from transboundary flows from Mexico’s Tijuana River into the United States containing untreated sewage, polluted sediment, and trash. Background: The League of California Cities’ San Diego County Division is sponsoring this resolution to address their concerns over the contaminated flows from the Tijuana River into California that have resulted in the degradation of water quality and water recreational areas in Southern California. The Tijuana River flows north through highly urbanized areas in Mexico before it enters the Tijuana River Estuary and eventually the Pacific Ocean via waterways in San Diego County in California. Urban growth in Tijuana has contributed to a rise in rates of upstream flows from water treatment facilities in Mexico. These treatment facilities have raised the amount of untreated sewage and waste in the Tijuana River due to faulty infrastructure and improper maintenance. The federal government refers to the river as an “impaired water body” because of the presence of pollutants in excess, which pose significant health risks to residents and visitors in communities on both sides of the border. Federal Efforts to Address Pollution Crisis To remedy the Tijuana River’s low water quality, the United States and Mexico entered into a Treaty in 1944 entitled: Utilization of Waters of the Colorado River and Tijuana Rivers and of the Rio Grande – the International Boundary and Water Commission (IBWC). The IBWC was designed to consist of a United States section and a Mexico section. Both sections were tasked with negotiating and implementing resolutions to address water pollution in the area, which includes overseeing the development of water treatment and diversion infrastructure. After the formation of the IBWC, the U.S. and Mexico entered into a treaty in 1993 entitled: Agreement Concerning the Establishment of a Border Environment Cooperation Commission and a North American Development Bank. This agreement established the North American Development Bank (NADB), which certifies and funds infrastructure projects located within 100 kilometers (62 miles) of the border line. The NADB supports federal programs like the Border Water Infrastructure Program (BWIP), which was initially funded at $100 million, annually. The degradation of existing water treatment infrastructure along the border coincides with the federal government’s defunding of the BWIP, which has steadily decreased from $100 million in 1996 to $10 million today. The Federal FY 2020 Budget proposes eliminating BWIP funding 39 altogether. EPA’s regions 6 and 9 (includes U.S. states that border Mexico) have identified a number of eligible projects that address public health and environmental conditions along the border totaling $340 million. The NADB has funded the development of water infrastructure in both the U.S. and Mexico. Water diversion and treatment infrastructure along the U.S – Mexico border includes, but is not limited to, the following facilities: •The South Bay International Wastewater Treatment Plant (SBIWTP). This facility was constructed by the U.S. in 1990 and is located on the California side of the border and isoperated under the jurisdiction of the IBWC. The SBIWTP serves as a diversion and treatment sewage plant to address the flow of untreated sewage from Mexico into the United States. •Pump Station CILA. CILA was constructed by Mexico in 1991 and is located along theborder in Mexico. This facility serves as the SBIWTP’s Mexican counterpart. Both the SBIWTP and CILA facilities have had a multitude of overflows containing untreated sewage and toxic waste that spills into the Tijuana River. The cause of overflows can be attributed to flows exceeding the maximum capacity that the infrastructure can accommodate (this is exacerbated during wet and rainy seasons) and failure to properly operate and maintain the facilities. Much of the existing infrastructure has not had updates or repairs for decades, causing overflows to become more frequent and severe. The most notable overflow occurred in February 2017, wherein 143 million gallons of polluting waste discharged into the Tijuana River; affecting the Tijuana Estuary, the Pacific Ocean, and Southern California’s waterways. State Actions In response to the February 2017 overflow, the San Diego Water Board’s Executive Officer sent a letter to the U.S. and Mexican IBWC Commissioners which included recommendations on how to improve existing infrastructure and communications methods between both nations. In September of 2018, California Attorney General Xavier Becerra submitted a lawsuit against IBWC for Violating the Clean Water Act by allowing flows containing sewage and toxic waste to flow into California’s waterways, posing a public health and ecological crisis. The cities of Imperial Beach, San Diego, Chula Vista, the Port of San Diego, and the San Diego Regional Water Quality Board have also filed suit against the IBWC. The suit is awaiting its first settlement conference on October 19, 2019. If parties are unable to reach a settlement, the case will go to trial. Fiscal Impact: California’s economy is currently the sixth largest in the world, with tourism spending topping $140.6 billion in 2018. In the past five years, San Diego’s Border Field State Park has been closed for over 800 days because of pollution from the Tijuana River. A decline in the State’s beach quality and reputation could carry macroeconomic effects that could ripple outside of the San Diego County region and affect coastal communities throughout California. 40 Existing League Policy The League of California Cities has extensive language on water in its Summary of Existing Policy and Guiding Principles. Fundamentally, the League recognizes that beneficial water quality is essential to the health and welfare of California and all of its citizens. Additionally, the League advocates for local, state and federal governments to work cooperatively to ensure that water quality is maintained. The following policy relates to the issue of water quality: •Surface and groundwater should be protected from contamination. •Requirements for wastewater discharge into surface water and groundwater to safeguard public health and protect beneficial uses should be supported. •When addressing contamination in a water body, water boards should place priority emphasis on clean-up strategies targeting sources of pollution, rather than in stream orend-of-pipe treatment. •Water development projects must be economically, environmentally and scientifically sound. •The viability of rivers and streams for instream uses such as fishery habitat, recreationand aesthetics must be protected. •Protection, maintenance, and restoration of fish and wildlife habitat and resources. Click here to view the Summary of Existing Policy and Guiding Principles 2018. Comments: 1. Water quality issues are prevalent across California and have been a constant priority of the State’s legislature and residents. In 2014, California’s voters approved Proposition 1,which authorized $7.5 billion in general obligation bonds to fund water qualityimprovement projects. In 2019, the Legislature reached an agreement to allocate $130 million from the State’s Greenhouse Gas Reduction Fund (GGRF) to address failing water infrastructure and bad water qualities for over one million of California’s residents in rural communities. Water quality is not an issue unique to the County of San Diegoand communities along the border. 2.Tijuana River cross-border pollution has caught national attention. Members of Congress have proposed recent funding solutions to address the pollution crisis, including: •In February of 2019, California Congressional Representatives Vargas, Peters, andDavis helped secure $15 million for the EPA to use as part of its BWIP. •H.R. 3895 (Vargas, Peters, 2019), The North American Development Bank Pollution Solution Act. This bill seeks to support pollution mitigation efforts along the border by increasing the NADB’s capital by $1.5 billion. •H.R. 4039 (Levin, 2019), The Border Water Infrastructure Improvement Act. This bill proposes increasing funding to the BWIP from the existing $10 million to $150 million as a continuous appropriation until 2025. Additionally, the National Association of Counties (NACo) and the U.S. Conference of Mayors enacted resolutions in support of increased funding for U.S. – Mexico border water infrastructure to address the environmental crisis in 2019. 41 3.The border pollution problem has sparked action from local, state, and federal actors. Should this resolution be adopted, League membership should be aware that future action will be adapted by what is explicitly stated in the resolution’s language. In current form,the resolution’s resolve clause cites the BWIP as the only program that should receive reinstated and proper funding. League staff recommends the language be modified to state: “NOW, THEREFORE, BE IT RESOLVED at the League General Assembly, assembled at the League Annual Conference on October 18, 2019 in Long Beach, that the League calls upon the Federal and State governments to restore and ensure proper funding for environmental infrastructure on the U.S. – Mexico Border, including to the U.S- Mexico Border Water Infrastructure Program (BWIP), and recommit to working bi-nationally to develop and implement long- term solutions to address serious water quality and contamination issues, such as discharges of untreated sewage and polluted sediment and trash-laden transboundary flows originating from Mexico, that result in significant health, environmental, and safety concerns in communities along California’s southern border impacting the state.” Modifying the language would ensure enough flexibility for the League to support funding mechanisms outside of the prescribed federally-operated BWIP. 4.It remains unclear if there is an appetite in Washington to fund border-related infrastructure projects that address environmental quality. Given the high probability of another overflow containing waste and sewage from the existing infrastructure operatedby the IBWC, League membership should consider the outcome if no resolution is reached to address the issue. Support: The following letters of concurrence were received: Cities: The City of Calexico The City of Coronado The City of Imperial Beach The City of San Diego In their individual capacity: Amanda Young Rigby, City of Vista Council Member Bill Baber, City of La Mesa Council Member Consuelo Martinez, City of Escondido Deputy Mayor George A. Nava, City of Brawley Council Member John Minto, City of Santee Mayor Judy Ritter, City of Vista Mayor Luke Hamby, City of Brawley Council Member Norma Kastner-Jauregui, City of Brawley Mayor Pro-Tempore Sam Couchman, City of Brawley Council Member 42 LETTERS OF CONCURRENCE Resolution No. 2 International Transboundary Pollution Flows 43 CITY OF CALEXICO Viva Calexico! 608 Heber Ave. Calexico, CA 92231-2840 Tel: 760.768.2110 Fax: 760.768.2103 www.calexico.ca.gov August 15, 2019 Jan Arbuckle, President League of California Cities 1400 K Street, Suite 400 Sacramento, CA 95814 RE:Environmental and Water Quality Impacts Of International Transboundary River Pollution Flow Resolution President Arbuckle: The city of Calexico strongly supports the San Diego County Division’s effort to submit a resolution for consideration by the General Assembly at the League’s 2019 Annual Conference in Long Beach. The Division’s resolution calls upon the Federal and State governments to restore and ensure proper funding of the Border Water Infrastructure Program (BWIP) to address the devastating impacts of international transboundary pollution flows into the waterways of the southernmost regions of California (San Diego and Imperial Counties) and the Pacific Ocean. Local government and the public support the State’s water and environmental quality objectives and League policy has long supported efforts to ensure water quality and oppose contamination of water resources. This resolution addresses the critical need for the federal and state governments to recommit to work bi-nationally to develop and implement long-term solutions to address serious water quality and contamination issues, such as discharges of untreated sewage and polluted sediment and trash-laden transboundary flows originating from Mexico, that result in significant heath, environmental and safety concerns in communities along California’s southern border impacting the state. As members of the League, our city values the policy development process provided to the General Assembly. We appreciate your time on this issue. 44 Viva Calexico! If you have any questions or require additional information, please do not hesitate to contact me at 760/768-2110. Sincerely, CITY OF CALEXICO David Dale City Manager Cc: Honorable Mayor Bill Hodge 45 46 August 15, 2019 Jan Arbuckle, President League of California Cities 1400 K St. Suite 400 Sacramento, CA 95814 RE: Environmental and Water Quality Impacts Of International Transboundary River Pollution Flow Resolution President Arbuckle: The city of Imperial Beach appreciates and supports the San Diego County Division’s effort to submit a resolution for consideration by the full membership of the League of California Cities. The Division’s resolution calls on Federal and State government to address the impacts of transboundary pollution flows into the Southwestern regions of California. The pollution in these areas is an environmental disaster that threatens the health and general welfare of residents near the Mexican border in Imperial and San Diego Counties. I encourage all voting delegates and elected officials in attendance at the 2019 Annual League of California Cities Conference in Long Beach to support this important resolution as it addresses the critical need for the federal and state government to recommit to work bi-nationally to address the serious contamination issues and to develop and implement long-term solutions. I am available for any questions or additional information related to this letter of support. Sincerely, Andy Hall City Manger Cc: Honorable Mayor Serge Dedina Honorable Mayor Pro Tem Robert Patton Honorable Councilmember Paloma Aguirre Honorable Councilmember Ed Spriggs Honorable Councilmember Mark West 47 August 16, 2019 Jan Arbuckle, President League of California Cities 1400 K Street, Suite 400 Sacramento, CA 95814 RE: Environmental and Water Quality Impacts Of International Transboundary River Pollution Flow Resolution President Arbuckle: The city of Imperial Beach strongly supports the San Diego County Division’s effort to submit a resolution for consideration by the General Assembly at the League’s 2019 Annual Conference in Long Beach. The Division’s resolution calls upon the Federal and State governments to restore and ensure proper funding of the Border Water Infrastructure Program (BWIP) to address the devastating impacts of international transboundary pollution flows into the waterways of the southernmost regions of California (San Diego and Imperial Counties) and the Pacific Ocean. Local government and the public support the State’s water and environmental quality objectives and League policy has long supported efforts to ensure water quality and oppose contamination of water resources. This resolution addresses the critical need for the federal and state governments to recommit to work bi- nationally to develop and implement long-term solutions to address serious water quality and contamination issues, such as discharges of untreated sewage and polluted sediment and trash-laden transboundary flows originating from Mexico, that result in significant heath, environmental and safety concerns in communities along California’s southern border impacting the state. As members of the League, our city values the policy development process provided to the General Assembly. We appreciate your time on this issue. If you have any questions or require additional information, please do not hesitate to contact me at 619-423-8303. Sincerely, Serge Dedina Mayor 48 49 50 51 52 53 54 55 56 57 58 City of Palo Alto (ID # 10004) City Council Staff Report Report Type: Informational Report Meeting Date: 10/7/2019 City of Palo Alto Page 1 Summary Title: CIP Projects Update June 2019 Title: Semiannual Update on the Status of Capital Improvement Program Projects From: City Manager Lead Department: Public Works Recommendation This report is provided for information only and requires no Council action. Executive Summary The City Council and Palo Alto community can be rightfully proud of its capital improvement program (CIP). The City’s CIP represents major investments into infrastructure functionality and sustainability, funded largely through the 2014 Council Infrastructure Plan as well as utility rates and various other sources totaling $751 million through 218 projects over the next five years. Over the past five years, the City has completed 50 individual community-serving projects totaling nearly $138 million of improvements. The CIP also represents a major effort for much of the City workforce. Overall, for the six- month period of January – June 2019: Project Type Active Projects Construction Phase (excludes Recurring) Completed One-Time Recurring Buildings & Facilities 27 8 9 3 Parks & Open Space 10 9 1 - Streets & Sidewalks 9 - - - Transportation 13 4 3 1 Airport 1 - 1 - Electric Fund 26 10 7 1 Fiber Optics Fund 1 2 1 - City of Palo Alto Page 2 Gas Fund 3 5 1 1 Storm Drain 3 1 - - Water Fund 7 7 1 1 Wastewater Collection Fund 3 4 1 1 Wastewater Treatment Fund 9 4 1 1 Totals 102 54 26 9 Notable project completions include: Baylands Boardwalk Improvements City Hall Floor 4 Remodel Quarry Road Improvements and Transit Center Access Lucie Stern Buildings Mechanical and Electrical Upgrades Major elements of the “Upgrade Downtown” Project Wastewater Collection System Rehabilitation / Augmentation Project 25 Utility Control Center Upgrades Wastewater Treatment Dewatering and Loadout Facility Background This report provides Council with an update on the status of capital improvement program (CIP) projects. Prior to 2016, year-end and mid-year financial reports included very simplistic status updates on CIP projects. In contrast, this semiannual report is provides more detailed and useful information for Council regarding general fund and enterprise fund projects that appear on Council agendas and will be visible throughout the community. The project budget information presented is from the FY 2019 capital budget, except for the 2014 Council Infrastructure Plan projects, which include the FY 2020 proposed capital budget amounts for the total project budget. Discussion Project Update Organization The City has a robust capital improvement program, and a large number of individual projects are in progress at any given time. In the five-year CIP FY 2020-2024, there are 218 projects (capital, enterprise and internal fund projects) totaling $751 million in funding. The attached CIP project tables are intended to provide Council a quick overview of each project, including budgetary information, the anticipated completion date, a brief description of the project scope, the current status of the project, and upcoming activities including Council actions. Also included in the report, is a list of all completed projects since the introduction of the Infrastructure Management System. The 2014 Council Infrastructure Plan is a major focus of staff’s capital improvement program efforts. The following table details the Total Project Budget and Total Actual Expenses through FY 2019 for the Infrastructure Plan projects. City of Palo Alto Page 3 Major/Significant Projects Summary The Downtown Parking Guidance System was added to Council’s Infrastructure Plan through the FY 2020 budget process as of July 1, 2019. Significant milestones have been achieved on the Infrastructure Plan projects since June. Excavation has been completed on the two-level basement of the California Avenue Garage, the Highway 101 Pedestrian/Bicycle Bridge project is out to bid with a construction contract award anticipated in November, and the medians have been installed on phases 1 and 2 of the Charleston/Arastradero Corridor Project with planting starting next month. Current Infrastructure Plan project schedules can be found at http://www.infrastructure.cityofpaloalto.org/. Council Infrastructure Plan Projects CIP Number Update Total Project Budget Total Actual Expenses New Public Safety Building PE-15001 Design Development phase was completed and Construction Document preparation is underway. Building permit submission target by end of 2019. $115,526,721 $4,407,021 Bicycle and Pedestrian Transportation Implementation Plan PL-04010 Project on hold. $20,800,000 $2,367,931 New Downtown Parking Garage PE-15007 Certified EIR and approved land use actions. Project on hold pending downtown parking decisions. $29,097,382 $1,407,820 New California Avenue Area Parking Garage PE-18000 Construction on schedule and underway with groundwater exclusionary shoring wall complete. Excavation for the two basement levels started. $50,149,943 $6,532,693 Charleston Arastradero Corridor Project PE-13011 Phase 1 & 2 – Completed all utility, traffic signal improvements and resurfacing of the road $19,600,075 $5,845,730 Fire Station 3 Replacement PE-15003 Contractor experienced significant delay primarily due to key subcontractor bankruptcy. Construction still in progress with exterior cladding underway. $10,080,296 $7,656,982 City of Palo Alto Page 4 Contractor expects to be complete December 2019. Highway 101 Pedestrian/Bicycle Overpass Project PE-11011 Completed Caltrans grant permitting. $18,698,767 $5,096,952 Fire Station 4 Replacement PE-18004 Under Development. $10,200,000 $0 Byxbee Park Completion PE-18006 On hold pending completion of Baylands Comprehensive Conservation Plan. $3,600,000 $342,825 Downtown Parking Guidance System PL-15002 Under Development. $2,800,000 $0 Key considerations for the information presented in the project update tables include: The status information is current as of June 2019 The individual project tables align with the Capital Improvement Fund categories in the FY 2019-2023 capital budget: Buildings and Facilities, Parks and Open Space, Streets and Sidewalks, and Traffic and Transportation. Enterprise Fund projects follow the order of their respective Fund in the capital budget Additional project information is available in the FY 2019-2023 capital budget Cubberley Property Infrastructure Fund projects are included in the Buildings and Facilities table Each project table is divided into a section for one-time projects and a section for recurring projects that have ongoing annual funding Budgetary figures include staff salaries and benefits for projects to which salaries and benefits have been allocated Completed Projects Projects completed in the second half of FY 2019, since the last update through December 2018 include the following: Capital Improvement Fund (general fund): Baylands Boardwalk Improvements (PE-14018) City Hall Floor 4 Remodel (PE-17008) Quarry Road Improvements and Transit Center Access (PL-16000) Lucie Stern Buildings Mechanical and Electrical Upgrades (PE-14015) Enterprise Funds: Gas Main Replacement Project 22 (GS-12001)* City of Palo Alto Page 5 Water Main Replacement – Project 26 (WS-12001)* Wastewater Collection System Rehabilitation / Augmentation Project 25 (WC-12001) Utility Control Center Upgrades (EL-17008) Dewatering and Loadout Facility (WQ-14001) These completed projects do not include the significant amount of annual work completed under ongoing recurring projects, such as streets and sidewalks repairs, parking lot maintenance, roofing replacements, and regular maintenance of Utilities assets. Below are some photos of completed projects: Baylands Boardwalk Improvements (PE-14018) Upgrade Downtown Project City of Palo Alto Page 6 Dewatering and Loadout Facility (WQ-14001) City of Palo Alto Page 7 Projects Under Construction Projects that are currently under construction include the following: Capital Improvement Fund (general fund): Downtown Parking Wayfinding (PL-15004)* Charleston/Arastradero Corridor Project (PE-13011) Cubberley Track and Field Replacement (CB-19000) Fire Station 1 Improvements (PF-14002) Fire Station 3 Replacement (PE-15003) Fire Ringdown System Replacement (FD-14002) High and Bryant Street Garages Waterproofing and Repairs (PE-18002) JMZ Renovation (AC-18001) New California Avenue Area Parking Garage (PE-18000) Downtown Mobility and Safety Improvements (PL-16001)* Municipal Service Center lighting, Mechanical, and Electrical Improvements (PF-16006) Parking Lot J Elevator Modernization (PF-18000) Ventura Buildings Improvements (PE-15011) Enterprise Funds: Airport Apron Reconstruction (AP-16000) Fiber Optic System Rebuild (FO-16000) Gas Distribution System Model (GS-14004) HCB Pilot Wire Relay Replacement (EL-17005) Rebuild Underground District 24 (EL-10006) City of Palo Alto Page 8 Rebuild Underground District 19 (EL-11008) Reconfigure Quarry Feeders (EL-14005) Underground District 46 – Charleston, El Camino Real (EL-12001) Underground District 47 – Middlefield, Homer, Webster, Addison (EL-11010) Water Main Replacement – Project 27 (WS-13001) Wastewater Collection System Rehabilitation / Augmentation Project 28 (WC-15001) Plant Master Plan (WQ-10001) Utility Site Security Improvements (EL-04012) *These projects comprise the Upgrade Downtown Project. As described above for completed projects, the list of projects under construction does not include work currently being conducted under recurring CIP projects. Resource Impact This is an informational report. Attachments: Attachment A: CIP Projects and List of Completed Projects ATTACHMENT A Semiannual Update on the Status of Capital Improvement Program Projects Capital Improvement Fund CIP Projects Buildings and Facilities Projects Parks and Open Space Projects Streets and Sidewalks Projects Traffic and Transportation Projects Enterprise Fund CIP Projects Airport Projects Electric Projects Fiber Optics Projects Gas Projects Storm Drain Projects Water Projects Wastewater Collection Projects Wastewater Treatment Projects List of Completed Projects Attachment A Attachment A Buildings and Facilities Projects Status as of June 2019 Buildings and Facilities Projects – Page 1 of 10 One‐Time Projects Baylands Boardwalk Improvements (PE‐14018) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $823,066 $2,123,681 Public Works Completed Winter 2019 Project Status: This project replaced the existing boardwalk with a new boardwalk on the same alignment. The construction contract was awarded to Vortex Marine Construction, Inc. in June 2018 and construction was completed in January 2019. During construction, an equipment access zone was constructed within the wetlands by removing vegetation and placing temporary marsh mats. These temporary impacts within the access zone need to be restored to comply with project permits. The wetland restoration will include grading, soil import and filling, and planting native vegetation. This restoration project is anticipated to take place in fall 2019. Animal Shelter Renovation (PE‐19002) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $831,279 Public Works Design Summer 2020 Project Status: This project installs interim facility improvements to the Animal Shelter that accompany the agreement for operation of the shelter by Pets In Need approved by City Council in November 2018. A request for proposals (RFP) for design services was issued in November and December 2018. The medical area upgrades, new kennel addition, and the modular office building are currently in the design phase. Fire and Utilities Trench Training Facility (FD‐19000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $110,000 Fire Design Summer 2020 Project Status: The Fire and Utilities Departments will collaborate on building a State Certified Trench and Confined Space Training Facility at the Municipal Services Center. Design was completed in spring 2019 and a request for proposals for construction will begin in summer 2019. Attachment A Buildings and Facilities Projects Status as of June 2019 Buildings and Facilities Projects – Page 2 of 10 Municipal Service Center A, B & C Roof Replacement (PF‐17000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $1,974,289 Public Works Pre‐design Summer 2020 Project Status: This project will install a fluid, reinforced water proofing application over the existing roof. The existing asphalt and gravel roof is nearing the end of its useful life and needs to be rehabilitated. The roofing replacement work was postponed to be coordinated with the rooftop mechanical equipment replacement work that is part of project PF‐16006. Water, Gas, Wastewater Office Remodel (PE‐19001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $793,574 Public Works Design Summer 2020 Project Status: This project incorporates minor renovations to the Utilities Water Gas Wastewater (WGW) office space at the Municipal Service Center (MSC). The current space no longer meets the operational needs of the department. This project will reconfigure the space so it is more efficient for department operations and replace aging furniture and finishes. The new space will include a small reception area, additional offices and cubicles for new staff. Upgrades to lighting, fire life systems and enhancements to the WGW corridors will also be included with this renovation. The project is currently in design, and construction is anticipated to start early 2020. Baylands Flood Protection Levee Improvements (PE‐17006) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $1,039,099 Public Works Pre‐design Fall 2019 Project Status: This project includes boththe design and environmental review of improvements to the existing network of flood protection levees in the Palo Alto Baylands between San Francisquito Creek and Mountain View. The project will be designed to provide 1% (100 year) protection from tidal flooding, including the impacts of 50 years of future sea level rise. This project may be implemented as an element of the San Francisquito Creek Joint Power Authority (JPA) SAFER Bay Project, which is designing improvements to the Bayfront levees between Mountain View and Redwood City. The project is on hold pending completion of the SAFER Bay Feasibility Study. The draft Feasibility Study was released in June 2019. Attachment A Buildings and Facilities Projects Status as of June 2019 Buildings and Facilities Projects – Page 3 of 10 City Hall Floor 4 Remodel (PE‐17008) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $67,367 $494,818 Public Works Completed Winter 2019 Project Status: This project improved the Administrative Services Department offices on the fourth floor of City Hall with new carpet, wall reconfiguration, paint, office furniture, doors, and associated building systems. The project was completed in early 2019. City Hall Space Planning (PE‐19000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $77,932 Public Works Pre‐Design Spring 2020 Project Status: This project involves space planning to determine future workgroup space needs and programming for the City Hall office building. Civic Center Electrical Upgrade & EV Charger Installation (PE‐17010) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $69,500 $663,782 Public Works Pre‐Design Spring 2021 Project Status: This project replaces the aging Civic Center electrical switchgear and motor control centers. A request for proposals for a design contract is currently underway to hire an engineering consultant. Another part of the project is to install 13 dual head level 2 chargers in City parking garages. Design is currently in process for the EV charger installations. Civic Center Fire Life Safety Upgrades (PE‐18016) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $2,536 $740,366 Public Works Design Summer 2020 Project Status: This project will assess, update and replace the Civic Center fire alarm system. The fire life safety system is approaching the end of its useful life. The fire alarm panels and associated equipment are in need of upgrade in order to meet current code requirements. Procurement documents are currently being prepared for a competitive solicitation. Attachment A Buildings and Facilities Projects Status as of June 2019 Buildings and Facilities Projects – Page 4 of 10 Civic Center Waterproofing Study and Repairs (PE‐15020) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion 53,525 $516,155 Public Works Design Spring 2020 Project Status: This project includes a condition assessment of the Civic Center plaza deck structural system. In late 2016, RDH Building Science, Inc. was hired to investigate the problem. The results indicated that the expansion joint on the plaza can be repaired. The scope expanded to include replacing the waterproof coatings on the inside of the plaza perimeter planter boxes. Construction is expected to start in fall 2019. Cubberley Community Center Master Plan (CB‐16001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $ $537,291 Community Services Pre‐Design Summer 2019 Project Status: This project supports the development of a Master Plan for future use of the Cubberley Community Center site by the City and Palo Alto Unified School District. An RFP for master planning consultant services was released in November 2017. In the first half of fiscal year 2019, the consultant has facilitated two community co‐design meetings, completed a needs assessment and program document, and developed three concept layouts of a future site. The master plan is expected to be completed in summer 2019. Cubberley Building Management Systems (CB‐19001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $ 356,807 Public Works Design Winter 2020 Project Status: This project replaces the Building Management System (BMS) controls for the Pavilion, Theater, Wing I, and Gyms A and B boiler rooms at the Cubberley Community Center. The project will include the installation of control points for each building along with controllers, valve and damper actuators. The project specifications are being finalized and a solicitation for bids should be routed in October 2019. Fire Ringdown System Replacement (FD‐14002) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $400,000 Fire Construction Summer 2019 Project Status: This project will replace the current ring down system that provides an audible alert of calls for service in the fire stations. A vendor was selected through a cooperative purchasing agreement. Installation has Attachment A Buildings and Facilities Projects Status as of June 2019 Buildings and Facilities Projects – Page 5 of 10 been ongoing in 2018 and is waiting on the rebuild of Fire Station 3 to complete the project simultaneously. Fire Station 1 Improvements (PF‐14002) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $58,269 $158,000 Public Works Construction Fall 2019 Project Status: This project was originally intended to the existing open sleeping quarters into individual rooms. This scope proved to be cost prohibitive due to the identified incompatibility of the proposed dorm room configuration with the building structural system. Project funding has been substantially reduced to address interior finishes issues including paint, carpet, flooring, and cabinets. Construction is 85% complete. Fire Station 3 Replacement (PE‐15003) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $7,656,982 $10,080,296 Public Works Construction Fall 2019 Project Status: This project will replace the existing Fire Station at Embarcadero Road and Newell Road with a new structure that meets essential services standards and current program needs. The Temporary Fire Station # 3 at 2000 Geng Road has been completed. Construction on the new Fire Station began in January 2018 and continued into 2019 with some challenges earlier this year that impacted the projected schedule. After completing many project milestones such as: permanent power, installing the rough in utilities and completing installation and drywall, construction will continue into this summer on the interior finishes, building envelope, finish grading and landscaping. Construction is anticipated to be completed in fall 2019. High and Bryant Street Garages Waterproofing and Repairs (PE‐18002) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $361,730 Public Works Construction Summer 2019 Project Status: This project includes a study for analysis and repairs to the water proofing system in the High Street and Bryant Street parking garages. Water proofing repairs have been completed in the High Street parking garage. Repairs are 75% complete in the Bryant Street garage. Attachment A Buildings and Facilities Projects Status as of June 2019 Buildings and Facilities Projects – Page 6 of 10 JMZ Renovation (AC‐18001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $567,146 $3,588,952 Community Services Construction Summer 2020 Project Status: This project will fund the relocation of the Junior Museum and Zoo to the Cubberley auditorium building for two years, utilizing $406,000 of the budget. The renovation of the Cubberley auditorium was completed in June 2018. The Junior Museum and Zoo moved into the Auditorium in June 2018 and opened to the public in July. Additionally, the project paid permit fees and other costs ($306K in April 2019) for the new JMZ rebuild project in accordance with the Council‐approved agreement between the Friends of the JMZ and the City. Construction of the new JMZ commenced in July 2018, and is 50% is completed. Due to rainy weather, the Zoo is 2 months behind schedule, but construction is expected to be complete in February 2020. The exhibits’ prototyping phase is complete, and the exhibits design team is now creating design drawings for bid or in‐house building. Select exhibits are currently being fabricated, and some pre‐estimates are being solicited for budget estimation or additional fundraising efforts by the Friends. Exhibits are expected to be installed in May 2020. Lucie Stern Buildings Mechanical and Electrical Upgrades (PE‐14015) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $3,713,071 $6,142,607 Public Works Completed Spring 2019 Project Status: This project replaced and upgraded the mechanical, electrical, and fire/life safety systems at Lucie Stern Children’s Theater, Lucie Stern Community Theater, and Lucie Stern Community Center. The upgrades include the addition of air conditioning for Lucie Stern Community Center Mechanical and electrical work in the Children’s Theatre. The project is now complete. Municipal Service Center Lighting, Mechanical, and Electrical Improvements (PF‐16006) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $861,560 $2,334,775 Public Works Construction Fall 2020 Project Status: This project replaces original mechanical, electrical, and lighting systems installed in 1966. It also includes design and construction for office renovations for the Zero Waste group. Bids for the site‐wide mechanical and electrical upgrades exceeded the available budget. Additional funding is under consideration as part of FY 2020 budget process. Attachment A Buildings and Facilities Projects Status as of June 2019 Buildings and Facilities Projects – Page 7 of 10 New California Avenue Area Parking Garage (PE‐18000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $6,532,693 $50,149,943 Public Works Construction Summer 2020 Project Status: This project will provide a new California Avenue Area Parking Garage, part of the 2014 Council Infrastructure Plan and is being coordinated with the new Public Safety Building Project. The Public Safety Building will be placed on Lot C‐6 while the new garage will be placed on Lot C‐7. A construction contract was awarded on December 10, 2018. Construction began in winter 2019, and project completion is expected in summer 2020. New Downtown Parking Garage (PE‐15007) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $1,407,820 $29,097,382 Public Works Design Fall 2020 Project Status: This project will provide a new parking structure at existing parking Lot D (Waverley/Hamilton). In April 2017, Council approved a parking program to include five levels above grade and one level below grade including a retail space along the Waverley frontage. The project received ARB approval in July 2018 In February 2019, the City Council certified the EIR by adopting the Resolution and Mitigation Monitoring and Reporting Program. The Record of Land Use Action was approved for three (3) years and the project is on hold until after the City returns to the Policy and Services Committee for further discussion on the downtown parking management strategy. New Public Safety Building (PE‐15001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $4,407,025 $ 115,526,721 Public Works Design Fall 2022 Project Status: This project will provide a new, modern Public Safety Building (PSB) that will meet essential services standards and the current and future needs of the public safety departments. The PSB and new garage in the California Avenue business district are now an integrated project and both are part of the 2014 Council Infrastructure Plan. A Final Environmental Impact Report was certified in June 2018. In November 2018, Council approved a Record of Land Use Action for the PSB following a recommendation of approval by the Architectural Review Board. The PSB will break ground as soon as the California Avenue Area Parking Garage is open to the public. Attachment A Buildings and Facilities Projects Status as of June 2019 Buildings and Facilities Projects – Page 8 of 10 Parking Lot J Elevator Modernization (PF‐18000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $779,324 Public Works Construction Fall 2019 Project Status: This project modernizes the existing elevator at parking Lot J. The project involves upgrading the interior of the elevators, elevator control interface, call buttons, and meeting current ADA standards. Construction started in April 2019 and the project is approximately 50% complete. Performing Arts Venues Seat Replacement (AC‐ 18000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $400,000 Community Services Design Summer 2020 Project Status: This project to replace the self‐rise mechanism in three venues for performing arts has been revised to a replacement of all of the seats in the Community and Children’s Theatre (the seating at Cubberley Theatre is newer, and has been able to be repaired on an as‐needed basis). AC‐18000 was approved by Council for FY 2020. Roth Building Maintenance (PF‐07011) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $183,431 $66,788 Public Works Design Fall 2019 Project Status: This project takes care of emergency maintenance of the Roth Building for pest control, vandalism, and basement flooding. There has been no recent need for maintenance work. Ventura Buildings Improvements (PE‐15011) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $416,989 $869,964 Public Works Construction Spring 2020 Project Status: This project replaces and upgrades the mechanical and electrical systems and provides accessibility improvements for the Ventura facility. Advanced Design Consultants was awarded a contract in August 2016 for design services. Bids received for the project exceeded the budget and the project was on hold until additional funding was available through the FY 2020 budget. The project will resume this summer with a new solicitation and anticipated construction contract to be awarded in the fall. Attachment A Buildings and Facilities Projects Status as of June 2019 Buildings and Facilities Projects – Page 9 of 10 Recurring Projects Americans With Disabilities Act Compliance (PF‐93009) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $20,248 $669,585 Public Works N/A Recurring Project Status: This project provides accessibility upgrades to City facilities and equipment. It includes continued funding for improvements such as path of travel, restrooms, drinking fountains, and counters. Work in FY 2020 includes Council adoption of the update to the citywide ADA Transition Plan that began in November 2015. On December 17, 2018, Council approved an amendment to the consultant contract for public outreach to complete the ADA Transition Plan update. The public outreach process for the updated plan was completed in June 2019. Building Systems Improvements (PF‐01003) Prior Year Actuals Current Year Budget Implementing Department Project Phase Construction Project Completion $234,058 $242,751 Public Works N/A Recurring Project Status: This project provides electrical, mechanical, plumbing, structural, and security upgrades for City facilities. FY 2019 work includes the installation of a new air cooled chiller for SA‐5 at City Hall. This project is currently in construction and should be completed in September 2019. City Facility Parking Lot Maintenance (PE‐09003) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $602,517 $387,109 Public Works N/A Recurring Project Status: This project maintains parking lots and walkways at City facilities. The FY 2019 work includes parking lot surfacing at Fire Station #1. Cubberley Roof Replacements (CB‐16002) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $694,789 $1,069,965 Public Works N/A Recurring Project Status: This project replaces existing roofs at Cubberley Community Center. Cubberley Wing J has been completed. Pavilion Building work has been completed. Cubberley Wing K is currently in construction and will be completed in summer 2019. Attachment A Buildings and Facilities Projects Status as of June 2019 Buildings and Facilities Projects – Page 10 of 10 Cubberley Repairs (CB‐17001) Prior Years Actuals Current Year Budget Implementing Department Project Phase Project Completion $246,737 $310,725 Public Works N/A Recurring Project Status: This project is for general maintenance needs of the Cubberley campus. Flooring replacement at Cubberley Wing H1 was recently completed. Several concrete repairs were completed to address trip and fall incidents and several classrooms were freshened up with new paint and ceiling fans. Facility Interior Finishes Replacement (PF‐02022) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $64,705 $1,052,269 Public Works N/A Recurring Project Status: This project improves the interior finishes of City facilities, including flooring, walls, cabinets, paint, lighting, ceiling tiles, soundproofing, and fixed office furniture, doors, windows, and associated fire/life safety, mechanical, electrical and plumbing code compliance requirements. Furniture improvements to the City Attorney’s offices were implemented in summer 2018. Conceptual design for the Lucie Stern Community Center interior remodel was completed. Interior finish selections are in process. Construction will begin in December 2019. Roofing Replacement (PF‐00006) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $225,664 $1,188,976 Public Works N/A Recurring Project Status: This project replaces existing roofs at City facilities that have outlived their useful lifespans. The roof replacement for the Rinconada Pool main building, Lap Pool Office, building and PASA Office/Storage Garage building has been completed. University Avenue Parking Improvements (PF‐14003) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $42,096 $406,517 Public Works N/A Recurring Project Status: This project maintains parking lots and parking structures within the University Avenue Downtown Business Parking District. Parking Lot C was completed in spring 2019. Attachment A Parks and Open Space Projects Status as of June 2019 Parks and Open Space Projects – Page 1 of 7 One‐Time Projects Baylands Comprehensive Conservation Plan (PG‐17000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $424,529 Community Services Design Fall 2019 Project Status: This project develops a conservation plan examining native vegetation, wildlife habitat, and public access for trails, recreation amenities, and interpretive messaging. Staff interviewed and selected a consultant, AECOM, to create the plan. Staff and the consultant have created an existing conditions report, formed a stakeholder and staff advisory group, held three stakeholder meetings, and one community meeting, created draft chapters of the report, and have developed conceptual plans for Byxbee Park and for the former ITT property. An environmental impact study is in process and upon completion the Baylands Comprehensive Conservation Plan will be presented to Council for formal adoption. Baylands Athletic Center 10.5 Acre Expansion (PG‐19001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $ $105,032 Community Services Pre‐Design Spring 2020 Project Status: This project includes conceptual plans and public outreach for future use of an additional 10.5 acre expansion of the Baylands Athletic Center from land that was previously part of the golf course. With completion of the wetland delineation and in consultation with an Ad Hoc committee of the Parks and Recreation Commission, staff is developing a scope to hire a consultant to conduct public outreach. Byxbee Park Completion (PE‐18006) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $342,825 $3,600,000 Public Works Pre‐Design Winter 2022 Project Status: This project allows for the remaining improvements to Byxbee Park that follows the completion of the landfill capping work. The Baylands Comprehensive Conservation Plan (BCCP) is currently underway and includes development of a conceptual plan for Byxbee Park. The BCCP and the conceptual plan for Byxbee will be completed in fall 2019, and will be used for design and to go out to bid for construction. Attachment A Parks and Open Space Projects Status as of June 2019 Parks and Open Space Projects – Page 2 of 7 Foothills Park, Pearson Arastradero Preserve and Esther Clark Park Conservation Plan (PG‐17001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $315,096 Community Services Pre‐Design Fall 2022 Project Status: This project creates a comprehensive conservation plan for Foothills Park, Pearson Arastradero Preserve, and Esther Clark Park. The plan will provide guidance on wildlife and habitat management, public access and recreation, trails, and interpretive messaging. The plan will provide insight on best management practices for wildlife, habitat, vegetation, and recreation management. The plan will also provide priorities, which will help guide resources to the most important projects. Baylands Emergency Access Levee Repair (OS‐09002) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $54,298 $320,000 Community Services Pre‐Design Fall 2025 Project Status: This project repairs a small section of failed levee near the Baylands Nature Center. Progress depends on acquiring the required regulatory permits which have not been issued due to the potential need for a mitigation plan and re‐design that would require additional planning, staff, and budget resources. This project has been deferred until adequate resources and staff can be assigned to this project. Boulware Park Improvements (PE‐17005) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $76,633 $487,052 Public Works Pre‐Design Fall 2021 Project Status: This project renovates the playgrounds and other park amenities. Playground improvements include the installation of a new play structure and replacement of existing light pole fixtures, drinking fountains, benches, and trash receptacles. This project is currently in the preliminary design phase, with community board meetings and commission outreach through 2019. The project was pushed out to FY 2020 due to funding limitations and the possible purchase of the adjacent AT&T property. The City is currently awaiting the finalization of the purchase, at which time an adjusted project scope and budget will be determined. Attachment A Parks and Open Space Projects Status as of June 2019 Parks and Open Space Projects – Page 3 of 7 Cubberley Field Restroom (CB‐17002) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $73,013 $443,149 Public Works Design Winter 2020 Project Status: This project will install a new restroom in the sports field area of the Cubberley Community Center. Design for the project started in fall 2018 along with public outreach. Anticipated installation is in winter 2020. A community meeting was held on November 15, 2018, and the Parks and Recreation Commission reviewed the project in November 2018. The project is currently in design. Cubberley Track and Field Replacement (CB‐19000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $1,851,708 Public Works Construction Fall 2019 Project Status: The project is currently underway with construction starting on July 8, 2019. Bidding for the project came under the projected engineers estimate. Construction is scheduled for 90 days with completion anticipated in October 2019. The full scope of the project includes: replacement of the existing synthetic turf field, installation of a new all‐weather track and a 30’ x 20’ rubber surfacing fitness area. Rinconada Park Improvements (PE‐08001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $2,047,380 $4,270,803 Community Services Design Fall 2019 Project Status: This project provides enables upgrades to safety, site amenities, playground facilities, and irrigation, drainage and accessibility improvements at Rinconada Park. The project is currently being utilized for aspects of the Junior Museum and Zoo Project with the funding utilized for the JMZ relocation and the reconstruction of the Rinconada Parking lot. The remaining funds of the project not used for the parking lot improvements will go into renovating the park with work anticipated to start in fall 2019. Renovations to the park include: A new playground, replacement of existing asphalt pathways, the renovation of the existing group picnic area, the addition of a new group picnic area, the installation of a new restroom and irrigation and planting upgrades to more native less water dependent palette. The scope of work is limited to the east in of the park dictated by the funding amount available to perform the work. Design and outreach for the project is being performed in house by public works staff reducing the funding required for outside consultants. A public Attachment A Parks and Open Space Projects Status as of June 2019 Parks and Open Space Projects – Page 4 of 7 outreach process was conducted in spring 2019 which included two meetings on February 21, 2019 and April 4, 2019. Further design review was conducted by the Parks and Recreation Commission resulting in a recommendation to adopt a Parks Improvement Ordinance for the proposed work to the park on May 28, 2019. Staff is currently completing the bid/construction drawing package, and plans on reviewing restroom designs with the ARB in August of 2019. The Rinconada Park improvement project is being scheduled to align with the construction of the new Junior Museum and Zoo to be completed approximately at the same time in early 2020. This current improvement project is Phase One in a multiple phase project to improve the entire park. A future CIP for the future phases of the project will be submitted this fiscal year with an anticipated second phase occurring within the next 5 years. Turf Management Plan (PG‐18002) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $105,032 Community Services Pre‐Design Fall 2020 Project Status: This project evaluates select natural turf athletic fields maintained and brokered by the City for organized sports activities, and provides recommendations for improving the quality and durability of the fields. Staff is working with stakeholders to draft the scope of work and will seek bids for a qualified consultant to draft the plan. The plan is anticipated to be complete by fall 2020. Recurring Projects Art In Public Spaces (AC‐86017) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $194,373 $1,420,992 Community Services N/A Recurring Project Status: This project provides the ongoing temporary and permanent artworks throughout the City. These funds are primarily comprised of pooled Municipal Percent for Art allocations as well as funds rolled over from previous years due to the multi‐year nature of public art projects. FY 2019 funded temporary public artwork on King Plaza and the creative crosswalks at Louis Road and Fielding Drive by Damon Belanger. Funding was also provided for the Cubberley Stock community dinner by Lexa Walsh and matching funds for The Cubberley Project by Martha Sakellariou and Jennifer Lee. Some of the current Municipal Projects in Attachment A Parks and Open Space Projects Status as of June 2019 Parks and Open Space Projects – Page 5 of 7 process for FY 2020 include artworks for Fire Station 3, the Charleston/Arastradero Corridor, the Highway 101 Bike and Pedestrian Bridge, the Public Safety Building, and temporary installations in the California Avenue District. Some funding from FY 2020 will also be used to prepare for the upcoming Code: ART2 festival downtown in October 2020. The 2016 Public Art Master Plan provides a ten‐year plan for the future prioritization of public art projects in Palo Alto. Benches, Signage, Walkways, Perimeter Landscaping (PG‐06003) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $177,176 $260,588 Community Services N/A Recurring Project Status: This project restores and replaces existing benches, signage, fencing, walkways, and landscaping at various City facilities. In spring 2019, there were repairs to the pavers at the Stanford Palo Alto Playing Fields, various digital park directory maps were created for online applications, wood fiber surfacing was installed at the Peers Dog Park, and maintenance gates were installed at various City Park and Open Space locations. Dog Park Installation and Renovation (PG‐18001) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $178,283 $13,978 Community Services N/A Recurring Project Status: This project enables building of dog parks at various City parks and facilities that currently do not have dog parks, as well as renovating existing dog parks. The next dog park installation or renovation has not been determined and several locations are under consideration. Staff is meeting with the Parks and Recreation Commission to determine the location. Off‐Road Pathway Resurfacing And Repair (OS‐09001) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $133,334 $341,753 Community Services N/A Recurring Project Status: This project resurfaces failing and broken pathways within the City. Pathways are chosen based on inspections and resident requests. FY 2019 funding provides for construction of the Adobe Creek Reach Trail which will be built with the Highway 101 Pedestrian and Bicycle Overcrossing Project beginning in fall Attachment A Parks and Open Space Projects Status as of June 2019 Parks and Open Space Projects – Page 6 of 7 2019. Open Space Lakes And Pond Maintenance (OS‐ 00002) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $14,406 $105,689 Community Services N/A Recurring Project Status: This project rehabilitates lakes and ponds in open space nature preserves to protect wildlife habitat and recreational safety and to meet State Division of Safety of Dams requirements. The first year of a three year contract to clear aquatic weeds at Boronda Lake is in progress and scheduled to be completed by July 2019. Open Space Trails and Amenities (OS‐00001) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $247,976 $313,611 Community Services N/A Recurring Project Status: This project restores unpaved trails, fences, picnic areas, and campgrounds at Foothills Park, the Baylands, and the Pearson‐Arastradero Nature Preserves. A contract for trail maintenance was awarded in May 2018, and the contractor has started the annual trail work. In spring 2019, the work included the clearing of debris from a creek in Esther Clark Park, and Foothills Park. The annual trail maintenance at Pearson Arastradero Preserve & Foothills Park includes50miles of trails. The Towle Campground Improvements at Foothills Park included the replacement of several retaining walls, removal of downed trees, and the enlargement of all camping sites to include adequate space tent and picnic areas. Park Restroom Installation (PG‐19000) Prior Years Actuals Current Year Budget Implementing Department Project Phase Project Completion $0 $367,612 Community Services N/A Recurring Project Status: This project installs new restrooms at City parks that currently do not have restroom facilities. The restrooms may be prefabricated, and each installation will require a Park Improvement Ordinance. Staff is currently meeting with the Parks and Recreation Commission to determine the park location for the next restroom installation. Attachment A Parks and Open Space Projects Status as of June 2019 Parks and Open Space Projects – Page 7 of 7 Parks and Open Space Emergency Repairs (PG‐09002) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $89,612 $148,673 Community Services N/A Recurring Project Status: This project replaces or repairs play grounds, play yard surfaces, wooden structures, park amenities, and play equipment in the event of storms, fire, vandalism or structural failure. In FY 2019 rubber playground surfacing repairs were completed at the Mitchell Park Magical bridge playground to prevent tripping hazards and to ensure impact attenuation properties for critical fall height safety. In spring 2019 a three foot height extension of the existing chain link fence was installed along the El Camino Park Soccer Fields to prevent soccer balls from entering the roadway, and repairs were completed at the upper deck of the Baylands Sailing Station. Tennis and Basketball Court Resurfacing (PG‐06001) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $20,141 $759,297 Community Services N/A Recurring Project Status: This project repairs and resurfaces tennis and basketball courts in various Palo Alto parks. The Rinconada Park tennis courts pavement repairs, asphalt overlay and court resurfacing construction is scheduled to begin in July 2019. The renovations at Mitchell Park Tennis Court include the addition of two pickle‐ball courts which are scheduled to begin construction in August 2019. Attachment A Attachment A Streets and Sidewalks Projects Status as of June 2019 Streets and Sidewalks Projects – Page 1 of 3 One‐Time Projects California Avenue District Gateway Signs (PE‐17004) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $6,875 $150,000 Public Works Design Fall 2019 Project Status: This project includes the design and replacement of two existing gateway signs in the right‐of‐ way for the California Avenue business district. An application to the Architectural Review Board will be made in summer 2019. The signs are expected to be replaced in fall 2019. Newell Road/ San Francisquito Creek Bridge Replacement (PE‐12011) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $1,122,946 $4,269,860 Public Works Pre‐Design Spring 2022 Project Status: This project removes and replaces the Newell Road bridge over San Francisquito Creek with a clear span to allow the channel to convey up to the natural capacity of the San Francisquito Creek, approximately 7,500 cfs, and will provide improved safety for vehicular, bicycle, and pedestrian traffic. The project draft Environmental Impact Report (EIR) was released in Spring 2019. This report analyzes potential traffic, aesthetic, and other environmental impacts and proposes appropriate mitigation measures. The project is being closely coordinated with the City of East Palo Alto, Santa Clara Valley Water District, and the San Francisquito Creek Joint Powers Authority (JPA). The draft EIR is anticipated to be certified by Council in fall 2019. The design of the preferred alternative will be submitted to regulatory agencies for permits. Project construction is estimated to start as early as summer 2020. Streetlights Condition Assessment (PE‐13014) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $8,799 $237,481 Public Works Design Fall 2019 Project Status: This project assesses the condition and maintenance needs of the City’s streetlight system. Due to other project priorities and workloads this project has been put on hold until FY 2019. An RFP will be issued in fall 2019. Attachment A Streets and Sidewalks Projects Status as of June 2019 Streets and Sidewalks Projects – Page 2 of 3 Recurring Projects Curb and Gutter Repairs (PO‐12001) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $0 $974,864 Public Works N/A Recurring Project Status: This project repairs curbs and gutters uplifted by tree roots. For FY 2019, the curb and gutter locations are selected from a list reported by the public and evaluated by Public Works staff. This project is combined with the current year’s Sidewalk Repair Project (PO‐89003) and is anticipated to start in summer 2019. Sidewalk Repairs (PO‐89003) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $2,183,689 $1,969,018 Public Works N/A Recurring Project Status: This project repairs and replaces broken and uplifted sidewalks. The program completed all twenty‐three sidewalk districts in 2017, a thirty year (1986 – 2017) sidewalk repair district cycle. Council approved a sidewalk assessment contract in November 2017 to evaluate the sidewalk program and assess potential improvements to the current district‐based program. The assessment was completed in spring 2019 and included surveying 20 percent of the City’s sidewalk network. Staff used this assessment to compile a list of areas that require prompt action at varying locations throughout Palo Alto. The project has been awarded by Council and is anticipated to start construction in summer 2019. Sign Reflectivity Upgrade (PO‐11000) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $0 $221,917 Public Works N/A Recurring Project Status: This project includes the annual inventorying, upgrading and maintaining of all traffic signs. A list of signs not meeting the minimum requirement is derived from MUTCD approved Nighttime Visual Inspection surveys. Street Lights Improvements (PO‐05054) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $58,759 $259,775 Public Works N/A Recurring Attachment A Streets and Sidewalks Projects Status as of June 2019 Streets and Sidewalks Projects – Page 3 of 3 Project Status: This project replaces street light poles, pole foundations, luminaires and wiring as needed to restore or improve street lighting. Street Maintenance (PE‐86070) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $7,329,378 $11,906,943 Public Works N/A Recurring Project Status: This project includes the annual resurfacing, micro‐seal, crack seal and reconstruction of various city streets. This project funds the street maintenance work that supports Council’s adopted goal of achieving a citywide average pavement condition index (PCI) score of 85, representing very good or excellent conditions, by 2019. The citywide PCI goal of 85 was met at the end of calendar year 2018, and the emphasis will now shift to maintaining the 85 score while addressing the remaining streets with PCI scores less than 60. For FY 2019, the Street Resurfacing Project will overlay 5.6 lane miles of streets and the Preventive Maintenance Project will slurry seal 22 lane miles of streets. Thermoplastic Lane Marking and Striping (PO‐11001) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $42,346 $154,287 Public Works N/A Recurring Project Status: This project maintains the thermoplastic markings on roadways. Thermoplastic lane marking and striping is incorporated into annual Pavement Preventive Maintenance Projects. The project is currently out to bid and is anticipated to start in fall 2019. Attachment A Attachment A Traffic and Transportation Projects Status as of June 2019 Traffic and Transportation Projects – Page 1 of 7 One‐Time Projects Charleston Arastradero Corridor Project (PE‐13011) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $5,845,730 $19,600,075 Public Works Construction Spring 2020 Project Status: This project is part of the Council Infrastructure Plan. It will reconfigure the Charleston Arastradero Corridor to provide new landscaped median islands, bulb outs, enhanced bike lanes and new street trees to complement the new lane configurations that were approved for permanent retention in 2008 and 2012. City Council approved the conceptual plan line for the corridor in September 2015. This project will be constructed in three phases. In the second half of FY 2019, the majority of concrete work, traffic signal work, storm drain and underground work has been completed for both phases. Paving of Phases 1 and 2 is taking place from mid‐June to the first week of July 2019. Construction of the medians and striping will follow paving of both phases, and the project will finish with irrigation and landscaping of all planter areas. Phase 3 will start construction in fall 2019. Churchill Avenue Enhanced Bikeway (PL‐14000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $247,792 $1,334,728 Planning and Community Environment Design Fall 2020 Project Status: This project includes the planning, design and construction of a shared‐use path along the north side of Churchill Avenue between the existing shared‐use path at Castilleja Avenue and the Stanford Perimeter Trail. It also includes intersection improvements at Churchill Avenue and El Camino Real, to include a new dedicated westbound right‐turn lane. Design plans for Phase 1 of the project are at 65% completion. Right‐of‐ way discussions with PAUSD began in March 2016 and are still underway. Staff is aiming to finalize the design plans in July 2019 and begin construction in early 2020. An encroachment permit from Caltrans will need to be secured for the work within the El Camino Real right‐of‐way. Downtown Parking Wayfinding (PL‐15004) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $98,258 $1,176,428 Planning and Community Environment Construction Spring 2022 Attachment A Traffic and Transportation Projects Status as of June 2019 Traffic and Transportation Projects – Page 2 of 7 Project Status: This project includes design and installation of new downtown parking wayfinding signage that will incorporate a new parking brand for the City and replace the existing parking signage to improve visibility of parking in Downtown Palo Alto. This project will be implemented in coordination with the Upgrade Downtown underground utilities replacement project. The construction contract was awarded in January 2018. Signs were fabricated and delivered late fall 2018. Lot rebranding was not approved by various departments and installation was suspended. Sign modifications are needed for project completion. Complete electrification needs further review as current infrastructure does not support hardware. Embarcadero Road at El Camino Real Improvements (PL‐15001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $782,940 $6,875,691 Planning and Community Environment Design Spring 2020 Project Status: This project includes planning, design and construction of bicycle, pedestrian and traffic circulation improvements along Embarcadero Road between Bryant Street and El Camino Real. Phase 1 was completed at the end of 2015 and included the upgrade of the traffic signal equipment at the high school/shopping center driveway and at the pedestrian crossing in front of the shopping center. For Phase 2, City Council voted in September 2016 to move forward with a variation of Concept Plan Alternative 1, which includes a protected intersection at El Camino Real and raised one‐way separated bikeways along Embarcadero Road. Design plans for Phase 2 of the project are at 100% completion. This project is on hold pending the outcome of the Rail Grade Separation project. Highway 101 Pedestrian/Bicycle Overpass Project Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $5,096,952 $18,698,767 Public Works Design Winter 2020 Attachment A Traffic and Transportation Projects Status as of June 2019 Traffic and Transportation Projects – Page 3 of 7 (PE‐11011) Project Status: This project, part of the Council Infrastructure Plan, includes the design and construction of a new pedestrian bridge across Highway 101 at Adobe Creek. Council approved a design contract in May 2016 for preliminary design and environmental assessment services. The contract was amended in December 2017 and June 2019 to provide the final design and bidding/construction support services, respectively. The project design, right‐of‐way certification, and encroachment permit have been approved by Caltrans. The project will go out to bid after federal funds authorization (E‐76) which is anticipated in July 2019. Construction is anticipated to begin in fall 2019 and end in winter 2020. Downtown Mobility and Safety Improvements (PL‐16001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $121,911 $1,819,847 Planning and Community Environment Construction Fall 2019 Project Status: Phase 1, which included the replacement of all existing pedestrian signal heads with countdown pedestrian signal heads was completed in early 2017. Phase 2, included the construction of curb extensions and the installation of new pedestrian signal heads and traffic signal modifications was completed in 2019 as part of the Upgrade Downtown underground utilities replacement project . Downtown Parking Management and System Implementation (PL‐16002) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $ 1,287,123 Planning and Community Environment Design Spring 2022 Project Status: This project includes implementation and installation of equipment to implement the outcomes of the paid parking study for downtown, including the Comprehensive Parking Permit and Citation System. Professional Account Management (Duncan) was selected as the City’s service provider for the comprehensive permit and citation management system. System design will commence in fall 2019. El Camino Real Pedestrian Safety and Streetscape Project Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $4,828 $5,912,720 Planning and Community Environment Pre‐Design Summer 2021 Attachment A Traffic and Transportation Projects Status as of June 2019 Traffic and Transportation Projects – Page 4 of 7 (PL‐18000) Project Status: The El Camino Real Pedestrian Safety and Streetscape Project will install complete streets improvements focused on pedestrian safety at controlled and uncontrolled crosswalks, enhanced bus operations at two existing major transit stops, and new urban design amenities between Stanford Avenue and Sheridan Avenue. Emergency Vehicle Traffic Signal Preemption System Pilot (PL‐19000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $597,125 Planning and Community Environment Design Fall 2020 Project Status: This project will purchase and implement an emergency vehicle preemption system pilot project. The system will integrate with the City’s current traffic signal management system and with the City’s computer‐ aided emergency response dispatch system to provide safer and quicker response times for emergency vehicles. Staff has procured a cost estimate from one vendor and is finalizing a contract for sole source services. Project start date is anticipated for fall 2019. Parking District Implementation (PL‐ 15003) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $804,745 $1,102,021 Planning and Community Environment Design Fall 2019 Project Status: This project implemented the signage needs of the residential preferential parking program. Phase 1 of the Downtown Residential Preferential Parking Program was implemented in October 2015, Phase 2 was implemented in April 2016, and the program was made permanent in April 2017. Phase 1 of the Evergreen Park‐Mayfield Residential Preferential Parking Program pilot began in April 2017 and the Southgate Residential Preferential Parking Program began in December 2017. The Evergreen Park‐Mayfield RPP program was made permanent in April 2018. The Southgate RPP program will be permanent in late fall 2019. Quarry Road Improvements Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion Attachment A Traffic and Transportation Projects Status as of June 2019 Traffic and Transportation Projects – Page 5 of 7 and Transit Center Access (PL‐16000) $726,625 $3,427,263 Planning and Community Environment Completed Winter 2019 Project Status: This project included the planning, design and construction of bicycle and pedestrian improvements along Quarry Road between El Camino Real and Welch Road, which upgraded bicycle lanes and crosswalks, innovative intersection treatments for bicyclists, and improved access to transit stops. It also included improvements to the bicycle and pedestrian connection between the Palo Alto Transit Center and the intersection at El Camino Real and Quarry Road, including development of passive green space, installation of lighting, and landscaping. Due to planned utility work along Quarry Road by Stanford University, the Quarry Road improvements were separated from the transit center access segment through the park. This project was completed in early 2019. Railroad Grade Separation and Safety Improvements (PL‐17001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $868,702 $11,938,858 Planning and Community Environment Design Fall 2019 Project Status: This project is a community‐based process to advance the railroad grade crossing circulation study and context sensitive solutions study envisioned by the City Council. It will also fund the preparation of Project Study Report and environmental analysis that will be required for the City to realize its goals of advancing grade separations. This capital project provides funds for a contract with AECOM to do engineering support for the rail grade separation studies. Funding for safety improvements at the railroad crossing at Alma Street and Churchill Avenue has been moved into a separate project, Churchill Avenue/Alma Street Railroad Crossing Safety Improvement Project (PL‐20001). Parking Guidance Systems, Access Controls, and Revenue Collection Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $127,670 $2,862,643 Planning and Community Environment Design Summer 2021 Attachment A Traffic and Transportation Projects Status as of June 2019 Traffic and Transportation Projects – Page 6 of 7 Equipment (PL‐15002) Project Status: This project includes design and installation of new downtown parking guidance systems, access controls and revenue collection equipment that will be coordinated with both the Downtown Parking Wayfinding, PL‐15004 project and the Downtown Parking Management Study that is scheduled to be completed at the end of 2016. Following City Council direction in April 2016, Staff has advanced the design of the single space detection system with individual indicator lights. However, this project is currently on hold awaiting the results of the Downtown Parking Management Study, which may affect the content of and funding for the guidance signs. Recurring Projects Bicycle and Pedestrian Transportation Plan Implementation (PL‐04010) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $2,367,931 $11,140,000 Planning and Community Environment N/A Recurring Project Status: The Neighborhood Traffic Safety and Bicycle Boulevards Phase 1 Project along Amarillo Avenue/Moreno Avenue, and Ross Road were completed in November 2018. The remaining segments of Bryant Street and Louis Road/Montrose Avenue are on hold until further Council review in 2019. Conceptual plans for the Neighborhood Traffic Safety and Bicycle Boulevards Phase 2 Project along Bryant Street, Maybell Avenue, Stanford Avenue, and Park Boulevard/Wilkie Way were adopted by City Council in 2015. Phase 2 is on hold at 75% design until further Council review in 2019. Safe Routes To School (PL‐00026) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $377,828 $257,035 Planning and Community Environment N/A Recurring Attachment A Traffic and Transportation Projects Status as of June 2019 Traffic and Transportation Projects – Page 7 of 7 Project Status: This project enables the City’s Safe Routes to School program, including school commute planning, encouragement activities, and capital improvements along local and collector streets that may be impacted by school commute activities. The capital improvements include traffic calming devices, enhanced crosswalks, and improved signage along suggested safe routes to school. In FY 2020, traffic calming projects from prior years will continue and traffic studies will be pursued for locations in need of traffic calming and other safety countermeasures. Traffic Signal and Intelligent Transportation Systems (PL‐05030) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $353,926 $1,501,493 Planning and Community Environment N/A Recurring Project Status: This project will include design and construction of traffic signals, traffic signal communications networks, detection and data projects for transportation use, and maintenance of the City’s traffic signal Central management system. The project includes the replacement of traffic signal controllers/cabinets, video detection systems, and other field equipment. Transportation and Parking Improvements (PL‐12000) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $632,352 $475,083 Planning and Community Environment N/A Recurring Project Status: This project implements miscellaneous neighborhood traffic calming improvements including neighborhood traffic studies and parking improvements. This project also funds the development of grant proposals used to procure funding for future projects. Projects which are currently in progress include the Middlefield North Traffic Safety Project, Crescent Park neighborhood safety improvement pilot, and Charleston/San Antonio Traffic Signal Safety and Operations Improvement Project. Attachment A Attachment A Airport Projects Status as of June 2019 Airport Projects – Page 1 of 1 One‐Time Projects Airport Apron Reconstruction (AP‐16000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $8,545,483 $39,323,810 Public Works Construction Fall 2020 Project Status: This project includes the design and reconstruction of the Palo Alto Airport apron, and is being implemented in multiple phases. The pavement surfaces at the airport are failing and uneven. The need to reconstruct the aircraft parking apron is critical to airport safety. Construction Phase I was completed in November 2017. Construction Phase II began in December 2018 and is expected to be complete by fall 2019˜. Construction Phase III is scheduled to begin in FY 2021. Recurring Projects 2019‐2023 – Airport Capital Improvements Program Projects: There are no recurring projects scheduled at this time. Attachment A Attachment A Electric Fund Projects Status as of June 2019 Electric Fund Projects – Page 1 of 11 One‐Time Projects 230 kV Electric Intertie (EL‐06001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $578,055 $440,534 Utilities Pre‐Design Summer 2020 Project Status: This project is used to perform a technical feasibility study to determine the general project requirements to establish a 230 kV electric intertie line and construct a 230/60 kV substation to connect the City's electric system directly to the 230kV transmission line. The City has presented its findings to Stanford University and SLAC National Accelerator Laboratory (under the oversight of the Department of Energy), the two other parties involved with facilitating this work. The City is waiting for a response from SLAC and Stanford University to determine whether this project will move forward. Capacitor Bank Installation (EL‐ 16002) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $6,024 $350,000 Utilities Design Fall 2020 Project Status: This project installs capacitor banks at electric substations and on distribution lines to ensure NCPA Power Factor requirements are met. Staff has performed an analysis on where capacitors are needed to provide VAR support to the system. Capacitor banks will be installed at Hanover, Hansen Way, Quarry Road and Park Boulevard Substations. Capacitor banks have been ordered, and the first installation has been completed at Hansen Way substation. The remaining installations will happen in phases and are expected to be completed by fall 2020. Coleridge/Cowpe r/Tennyson 4/ 12kV Conversion (EL‐14000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $520,000 Utilities Design Summer 2021 Project Status: This project converts the primary electric distribution system in the Coleridge/Cowper/Tennyson area from 4 kV to 12 kV. This project is a precursor to work being planned for Colorado/Hopkins Substations. Colorado Power Station Equipment Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $900,000 Utilities Design Fall 2021 Attachment A Electric Fund Projects Status as of June 2019 Electric Fund Projects – Page 2 of 11 Upgrades (EL‐19001) Project Status: This project provides funding to replace aging peripheral equipment used on the substation transformer banks at the Colorado Power Station, but the project scope has been reassigned for the replacement of the failed COP‐2 transformer replacement. The aging peripheral equipment will be dealt with in future years. Colorado Substation Site Improvements (EL‐19002) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $ $500,000 Utilities Pre‐Design Fall 2021 Project Status: This project will make modifications to the substation driveways and fence to provide adequate ingress and egress for utility vehicles used for maintenance and repair as well as building concrete barriers between transformers #1 and #3. Colorado Hopkins System Improvement (EL‐15000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $1,800,000 Utilities Pre‐Design Spring 2024 Project Status: This project will replace deteriorating equipment which will increase system capacity and improve service reliability for the areas served by the Hopkins and Colorado substations and adjacent substations. After performing the preliminary engineering analysis, it has been decided to rebuild Hopkins substation to a 12kV substation. East Meadow Circles 4/12kV Conversion (EL‐17001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $995 $850,000 Utilities Pre‐Design Spring 2022 Project Status: The project converts the primary electric distribution system in the East Charleston/Alma Street/East Meadow Drive/Middlefield Road area from 4 kV to 12 kV. This project is in the preliminary stages of assessment for engineering design. The project is being reevaluated to determine the scope of work that should be involved. Issues with replacing the rear‐easement facilities may dictate a change in direction of the project scope. Attachment A Electric Fund Projects Status as of June 2019 Electric Fund Projects – Page 3 of 11 Facility Relocation for Caltrain Modernization (EL‐17007) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $34,927 $3,000,000 Utilities Design Summer 2020 Project Status: The Utilities Department received approval from Caltrain to continue removal of the overhead lines in October 2018. The installation of the Overhead Catenary System above the rails to power the trains will cause conflicts with the City's overhead electric and communication lines, as well as those owned by others, including AT&T and Comcast, which cross the railroad tracks. Engineering is scheduled to be completed in June 2019 and construction will start in FY 2020. HCB Pilot Wire Relay Replacement (EL‐17005) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $229,180 $493,058 Utilities Construction Summer 2022 Project Status: This project replaces the existing HCB pilot wire relays with new microprocessor based line differential protective relays to protect the city’s 60kV sub‐transmission line sections and equipment from damage due to faults (i.e. short circuits) on the 60kV line sections. Staff has completed the relay replacement between line sections HO‐QR, MB‐EM and EM‐AC and is working on the design for the replacement of relays between line sections COP‐PB, COP‐AC and COP‐HO. Rebuild Underground District 15 (EL‐11003) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $36,504 $509,462 Utilities Design Fall 2020 Project Status: This project rebuilds and replaces the underground electric system in Underground District 15, the area bounded by Los Palos Avenue, Glenbrook Drive, Pomona Avenue, and Arastradero Road. This project is in the preliminary stages of engineering design and work will be coordinated with EL‐16000 which is currently rebuilding the electric system along Arastradero Road. Work on this project has been delayed due to public input regarding the design of the project. Utilities has had meetings with the residents, UAC, and Council. Utilities will meet with Council again to decide how to pay for a design change in August 2019. Attachment A Electric Fund Projects Status as of June 2019 Electric Fund Projects – Page 4 of 11 Rebuild Underground District 16 (EL‐13003) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $7,587 $400,000 Utilities Design Spring 2020 Project Status: This project rebuilds and replaces the underground electric system in Underground District 16, the area along Louis Road between Greer Street and Loma Verde Avenue. This project design is nearly complete and Utilities staff will be soliciting the construction phase for contract labor. Rebuild Underground District 19 (EL‐11008) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $149,023 $264,021 Utilities Construction Summer 2020 Project Status: This project rebuilds and replaces the underground electric system in Underground District 19, the area bounded by Forest Avenue, Waverley Street, Addison Avenue, and Alma Street. Much of this work needs to be performed during the evening or after hours to avoid impacting commercial businesses, which increases the construction timeline. Construction by city staff is approximately 85% completed for this area, but further progress was delayed waiting for delivery of long lead‐time materials. Work is being done in conjunction with EL‐10006. Rebuild Underground District 20 (EL‐14002) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $9,969 $1,408,631 Utilities Design Summer 2023 Project Status: This project rebuilds and replaces the underground electric system in Underground District 20, the area bounded by Channing Avenue; Center Street; Hamilton Avenue; and Lincoln Avenue. This project is in the preliminary stages of assessment for engineering design. Rebuild Underground District 23 (EL‐17000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $750,000 Utilities Pre‐design Summer 2023 Project Status: This project rebuilds and replaces the underground electric system in Underground District 23, the area bounded by Chaucer Street; Hamilton Avenue; and Southwood Drive. This project is in the preliminary stages of assessment for engineering design. Attachment A Electric Fund Projects Status as of June 2019 Electric Fund Projects – Page 5 of 11 Rebuild Underground District 24 (EL‐10006) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $1,72,852 $2,534,059 Utilities Construction Summer 2020 Project Status: This project rebuilds and replaces the underground electric system in Underground District 24, the area bounded by Lytton Avenue; Bryant Street; Forest Avenue; and Alma Street. Construction by city staff is approximately 85% completed and further progress is delayed because much of this work needs to be performed during the evening or after hours to avoid impacting commercial businesses, which increases the construction timeline. Construction by city staff is approximately 85% completed and further progress was delayed waiting for delivery of long lead‐time materials. Work is being done in conjunction with Rebuild Underground District 19 (EL‐11008). Rebuild Underground District 25 (EL‐19000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $250,000 Utilities Design Summer 2020 Project Status: This project rebuilds and replaces the underground electric system in Underground District 25. District 25 includes Orme Street between Los Robles Avenue and Juana Briones School. Rebuild Underground District 26 (EL‐16000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $1,331 $700,000 Utilities Design Summer 2020 Project Status: This project rebuilds and replaces the underground electric system in Underground District 26 the area along Arastradero Road between El Camino Real and Hillview Avenue. This project is in the preliminary stages of assessment for engineering design and will be designed in conjunction with EL‐11003 which is rebuilding the electric system on Los Palos Avenue, Glenbrook Drive, and Pomona Avenue. Rebuild Underground District 30 (EL‐19003) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $ $1,250,000 Utilities Pre‐Design Summer 2023 Project Status: This project will rebuild and replace the underground electric system in the area of the City bounded by San Francisquito Creek, Edgewood Drive, Island Drive, Hamilton Avenue, Center Drive, Dana Avenue, Alester Avenue and Jackson Drive. Attachment A Electric Fund Projects Status as of June 2019 Electric Fund Projects – Page 6 of 11 Reconfigure Quarry Feeders (EL‐14005) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $368,384 $1,062,854 Utilities Construction Fall 2019 Project Status: This project reconfigures how distribution circuits are connected to each substation transformer at Quarry Substation. The project estimate and construction drawings are completed. City crews will be scheduling the construction during the Fall of 2019. Smart Grid Technology Installation (EL‐11014) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $73,258 $14,764,559 Utilities Pre‐Design Fall 2024 Project Status: Council approved proceeding with Advanced Metering Infrastructure (AMI) and associated smart grid investments in December 2018. The estimated $19 investment is expected to be made over the FY 2020‐24 period. AMI is a foundational technology that is becoming a standard in the utilities industry and will improve customer experience while enabling CPAU to operate more effectively. An AMI‐based smart grid system will empower customers to more efficiently utilize utility supplies, facilitate customer adoption of distributed energy resources (DER) such as solar photovoltaics (PV) and electric vehicles (EV), and enable the timely detection of water leaks. AMI will also enable CPAU to optimize operations and improve reliability by reducing restoration time for outages. Substation 60kV Breaker Replacement (EL‐17002) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $168,766 $3,413,180 Utilities Design Summer 2024 Project Status: This project replaces high voltage circuit breakers that interconnect the nine electric substations and two power switching stations that are reaching the end of their useful life and/or are now underrated for the use. Staff has completed the technical specification for the replacement circuit breakers and is going through the bid process for purchase. Two high voltage circuit breakers are being installed and two more will be purchased in FY 2019. Attachment A Electric Fund Projects Status as of June 2019 Electric Fund Projects – Page 7 of 11 Substation Security (EL‐16003) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $124,680 $1,148,894 Utilities Design Winter 2021 Project Status: This project installs facilities providing physical protection of electric substations from vandalism and intrusion. A professional services contract was awarded to Burns & McDonnell and the study is complete and is being reviewed by staff for projects to be implemented this Fiscal Year. Funding will be requested in future years to implement additional security measures. Utility Control Center Upgrades (EL‐17008) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $ 2,813 $ 499,997 Utilities Completed Spring 2019 Project Status: This project upgraded the existing lighting system, improved the operation map display by installing larger video display panels, and improved the system wide security monitoring facilities. This project was completed in May 2019. Utility Site Security Improvements (EL‐04012) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $1,496,802 $1,644,638 Utilities Construction Spring 2021 Project Status: This project adds electronic security systems at utility sites to protect equipment at electric substations, water pumping plants, reservoirs, and gas stations from intrusion and vandalism. To date, cameras and detection systems have been installed at nine (9) electric substations, three (3) water stations, and one (1) natural gas station to monitor facilities. Staff is working on standardizing equipment and video management software across departments. VA Hospital – Customer Load Requirements (EL‐17003) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $80,160 $822,310 Utilities Design Summer 2023 Project Status: This project is to meet the growing electric needs of the VA Hospital. Staff has had numerous discussions with VA Hospital on electric load growth at the hospital and anticipated needs from the utility. Much of the cost is reimbursed to the City by the VA Hospital. Staff has prepared preliminary designs for interim Attachment A Electric Fund Projects Status as of June 2019 Electric Fund Projects – Page 8 of 11 solutions and is awaiting additional information from VA to develop long range plans to meet their future needs. Underground District 46 – Charleston/El Camino Real (EL‐ 12001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $433,813 $3,499,993 Utilities Construction Fall 2020 Project Status: This project undergrounds the existing overhead utility systems in the area along the 400 block of West Charleston and El Camino Real. Underground substructures have been installed. The next construction phases are to build 60kV shoefly, install steel pole, and move overheard wires to underground. Underground District 47 – Middlefield, Homer, Webster, Addison (EL‐11010) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $3,164,63 $3,651,548 Utilities Construction Summer 2020 Project Status: This project undergrounds the existing overhead distribution system in the area bounded by Middlefield Road, Homer Avenue, Webster Street, and Addison Avenue. Installation of substructures and utility electric system is completed. The original deadline for customer conversion was extended to June 2018. Most of the property owners (except a few ones) have connected their existing electrics services to the new undergrounding electric distribution system. Remaining property owners are expected to complete their portion of conversion work by fall 2019. Final notices are now being sent to customers. Removal of existing overhead distribution lines will commence in fall 2019 and is expected to be complete by summer 2020. Recurring Projects Communications System Improvements (EL‐89031) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $199,216 $993,757 Utilities N/A Recurring Project Status: This project installs copper wire cable systems, high frequency coaxial cable, fiber optic cable, and related equipment to provide communications services for traffic signal coordination, telephone links, computer data transmission, and the Electric Supervisory Control and Data Acquisition (SCADA) system. Staff is assessing the needs to upgrade the communication lines between substations to facilitate the substation protection pilot wire relay replacements. The new relays utilize fiber optic communication instead of the copper Attachment A Electric Fund Projects Status as of June 2019 Electric Fund Projects – Page 9 of 11 wire communication lines utilized by the existing relays. Electric Customer Connections (EL‐89028) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $2,413,653 $2,830,070 Utilities N/A Recurring Project Status: This project installs services, transformers, and meters for new customers; upgrading of existing services; temporary service connections; and overhead and underground extensions for new or existing customers. Projects are in various stages of design and construction to provide temporary and permanent power to residential and commercial customers in Palo Alto. Electric System Improvements (EL‐98003) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $1,680,592 $2,378,586 Utilities N/A Recurring Project Status: This project consists of various projects that replace deteriorated facilities or install protective devices that improve the Electric Distribution System. Projects are in various stages of development to replace transformers, replace poles, replace overhead wires, and install protective devices to improve service reliability. Electric Utility Geographic Information System (EL‐02011) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $32,369 $282,241 Utilities N/A Recurring Project Status: This project enhances the citywide Geographical Information System (GIS). The primary emphasis will be to provide a compatible user interface and estimating software, to edit and update data which will reside in the citywide GIS. Staff is working on a scope of work for an RFP to assess GIS needs for Utilities Engineering. SCADA System Upgrades (EL‐02010) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $209,945 $65,000 Utilities N/A Recurring Project Status: This project upgrades the Supervisory Control and Data Acquisition (SCADA) system hardware. Staff completed upgrade of the PRISM software used for monitoring the utility substations and equipment. Attachment A Electric Fund Projects Status as of June 2019 Electric Fund Projects – Page 10 of 11 Substation Facility Improvements (EL‐89044) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $94,805 $523,534 Utilities N/A Recurring Project Status: This project makes improvements to facilities at the electric substations in Palo Alto. Staff is working on the replacement of Remote Terminal Units (RTU) at Hansen Way and East Meadow Substations. Substation Protection Improvements (EL‐89038) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $535,478 $689,522 Utilities N/A Recurring Project Status: This project makes improvements to equipment used at electric substations to protect the substation equipment and circuits emanating from the substation from damage due to faults (i.e. short circuits) on the electric system. Staff completed the 60kV coordination study and is working on designs for replacement of current transformers that would be overloaded during faults. Staff is also working on the designs to replace the relays on the Maybell Substation feeders. Due to the size and complexity of this project, staff is in the process of procuring an Engineering Consultant to do the detailed design of the equipment layout and wiring. Underground System Rebuild (EL‐16001) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $0 $214,504 Utilities N/A Recurring Project Status: This project replaces underground electric equipment in areas that were originally installed underground, i.e. not part of an Underground District. Staff is working to identify areas where based on the age of the existing cables are a high priority for cable replacement. So far this includes areas in the Stanford Research Park, Arastradero Road, and along East Bayshore Road. Wood Pole Replacement (EL‐19004) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $22,869 $1,500,000 Utilities N/A Recurring Project Status: This project will fund the annual replacement of deteriorated wood power poles. Attachment A Electric Fund Projects Status as of June 2019 Electric Fund Projects – Page 11 of 11 Upgrade Electric Estimating System (EL‐13008) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $15,224 $55,864 Utilities N/A Recurring Project Status: This project upgrades the existing Electric estimating software used for preparing job estimates by integrating engineering analysis, adding predefined standards and templates, and by integrating documentation, materials ordering, and work management functions. Staff completed the underground construction standards and is working on the overhead construction standards for electric installations. These standards include the design and list of materials and are incorporated into the estimating software to facilitate the preparation of project cost estimates. Attachment A Attachment A Fiber Optics Fund Projects Status as of June 2019 Fiber Optics Fund Projects – Page 1 of 1 One‐Time Projects Fiber Optic System Rebuild (FO‐16000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $167,167 $1,961,510 Utilities Construction Spring 2020 Project Status: This project is for the System Capacity Improvement that rebuilds portions of the "dark" fiber optic network around Palo Alto. The first phase of construction has been completed. The remaining construction is scheduled to be completed by spring 2020. Recurring Projects Fiber Optics Network System Improvements (FO‐10001) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $400,928 $1,207,635 Utilities N/A Recurring Project Status: This project improves the reliability within the fiber optic network system. Staff has completed an audit of the existing Dark Fiber system and is assessing which portions of the system need to be rebuilt to enhance reliability and operability. Fiber Optics Customer Connections (FO‐10000) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $270,213 $251,056 Utilities N/A Recurring Project Status: This project enables the installation of fiber optic infrastructure for new service connections. Projects are developed as needed to meet customer requests for leasing of fibers on the Dark Fiber system. Attachment A Attachment A Gas Fund Projects Status as of June 2019 Gas Fund Projects – Page 1 of 3 One‐Time Projects Gas Main Replacement Project 22 (GS‐12001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $1,038,259 $11,658,997 Utilities Completed Spring 2019 Project Status: This project will replace approximately 23,700 linear feet of gas mains and services along University Avenue and other streets in the Downtown North and University Park neighborhoods. The gas main on University Avenue is designed to be installed in a joint‐trench with a new water main to minimize construction disruption to downtown businesses. Gas Main Replacement Project 22 was completed in April 2019. Gas Main Replacement Project 23 (GS‐13001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $42,500 $7,150,000 Utilities Design Summer 2021 Project Status: This project enables the design and construction to replace approximately 22,700 linear feet(which represents 2.0% of the City's Gas distribution main system) of distribution main and 320 gas service laterals constructed mainly of PVC material on various streets within the Midtown, Midtown West, Evergreen, Ventura, and Green Acres neighborhoods. The design is expected to be completed in winter 2019 with construction beginning in summer 2020. Gas ABS/Tenite Replacement Project (GS‐18000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $1,500,000 Utilities Design Fall 2019 Project Status: This project replaces approximately 130 gas services laterals constructed of Acrylonitrile‐ butadiene‐styrene (ABS) or Tenite material on various streets. The project went to Council on June 24, 2019 for approval of funding. Construction is anticipated to begin in August 2019 and to be completed by end of December 2019. Gas Distribution System Model (GS‐14004) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $43,971 $122,810 Utilities Construction Winter 2022 Project Status: This project implements the development of a computerized geographic information system (GIS) Attachment A Gas Fund Projects Status as of June 2019 Gas Fund Projects – Page 2 of 3 based natural gas distribution system model, installation, testing of the model, and staff training. Recurring Projects Gas System, Customer Connections (GS‐80017) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $1,035,755 $1,303,315 Utilities N/A Recurring Project Status: This project enables the Gas Distribution System to be extended in order to provide gas service to new customers and augment service to customers with increased natural gas demands. Improvements include new mains, services, valves, regulators, meters, and accessories. This project upgrades infrastructure to provide gas service connections to new customers, meet changes in existing customer service demands, and respond to changes in gas service requirements due to new development or redevelopment. This project is funded partially from reimbursements by customers. System Extensions – Unreimbursed (GS‐03009) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $44,706 $421,180 Utilities N/A Recurring Project Status: This project enables the replacement of existing infrastructure of the Gas Distribution System. This project will ensure continuous gas service to utility customers. Improvements include as‐needed replacement of existing main sections, services, valves, regulators, meters, and accessories. This project will capture non‐reimbursed capital assets installed by staff, and is going to be combined with Gas Distribution System Improvements (GS‐11002). Gas Distribution System Improvements (GS‐11002) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $135,825 $254,015 Utilities N/A Recurring Project Status: This project enables Gas Distribution System improvements. Typical activities include: increasing distribution system capacity for load growth, replacing deteriorated capital facilities, reconfiguring/adding to the system to improve service reliability, conducting research related to performance of the gas distribution system or its various components, and making general improvements to the system. The City must continuously Attachment A Gas Fund Projects Status as of June 2019 Gas Fund Projects – Page 3 of 3 evaluate service reliability needs and make improvements to the system to maintain top level service to City customers and to minimize potential economic losses due to service interruptions. Gas Equipment and Tool (GS‐13002) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $50,000 $350,000 Utilities N/A Recurring Project Status: This project purchases polyethylene (PE) fusion equipment and tools, directional boring/locating equipment and tools, and general shop equipment and tools. These equipment need to be upgraded on an annual basis to safely operate and maintain a natural gas distribution system and to ensure operators’ safety and productivity. Gas Meters and Regulators (GS‐80019) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $77,968 $425,456 Utilities N/A Recurring Project Status: This project provides replacement of the existing meters and regulators for approximately 2,000 meter sets per year. The exchange frequency is every ten years for large (630 cubic feet per hour and larger) meters and every seventeen to twenty years for smaller meters. The meter replacement program ensures the accuracy of gas consumption measurement, reduces possible revenue loss due to under‐registered gas, and provides customers with accurate monthly bills. Attachment A Attachment A Storm Drain Projects Status as of June 2019 Storm Drain Projects – Page 1 of 2 One‐Time Projects Corporation Way System Upgrades and Pump Station (SD‐21000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $3,055,240 Public Works Pre‐Design Winter 2021 Project Status: This project incorporates a design of a new small pump station with 25 cubic feet per second capacity and upgrades 700 linear feet of storm drain pipe to 30‐inch High Density Polyethylene. The existing system does not have the force needed to discharge storm flows into the Adobe Creek. Adding a pump station in advance of the outfall and upsizing the storm drain pipe will eliminate the routine flooding along East Bayshore Road and convey runoff from a 10‐year storm event. Loma Verde Avenue Trunk Line Improvements (SD‐19000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $2,490,913 Public Works Design Fall 2019 Project Status: This project provides replaces 1,750 linear feet of storm drain pipe with 51‐inch High Density Polyethylene and replace associated catch basins, laterals and manholes. This project was dependent on completion of the Matadero Creek Storm Water Pump Station Project, located downstream from Loma Verde Avenue storm drain improvements. The project is currently under design. West Bayshore Road Pump Station (SD‐20000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $1,423,100 Public Works Pre‐Design Winter 2021 Project Status: This project incorporates design and construction of a new small pump station with 15 cubic feet per second capacity. The Storm Drain Master Plan identifies this as a high priority project. Installing a new pump station will allow storm flows to be pumped into the Adobe / Barron Creek confluence while adding a pump station in advance of the outfall would eliminate the routine flooding along West Bayshore Road and allow the system to convey runoff from a 10‐year storm event. Attachment A Storm Drain Projects Status as of June 2019 Storm Drain Projects – Page 2 of 2 Recurring Projects Storm Drain System Replacement And Rehabilitation (SD‐06101) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $429,112 $10,704,187 Public Works N/A Recurring Project Status: This project provides for annual replacement and rehabilitation to maintain the integrity of the storm drain system, including deteriorated storm drain pipes, manholes, and storm drain inlets. A project to inspect and repair a 6‐ft by 6‐ft box culvert located over Oregon Expressway is awaiting the final scope to repair and provide long term maintenance access. Staff will finalize the scope of work in summer 2019. Attachment A Water Fund Projects Status as of June 2019 Water Fund Projects – Page 1 of 5 One‐Time Projects Mayfield Reservoir Subgrade and Venting Repair (WS‐19000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $600,000 Utilities Design Summer 2019 Project Status: This project is part of the City’s recent Seismic Upgrade and Emergency Water Supply and Storage Projects, the reservoir was drained in 2012 for approximately two years to allow extensive seismic rehabilitation work to be performed and construction of a new pump station. Subsequently hairline cracks were sealed in the reservoir. A geotechnical consultant was hired to evaluate the tank foundation. This study was completed and there were a number of options identified. Staff is in the process of designing the vent screen replacement project and proceeding with the option to seal the new cracks in FY 2020. Water Main Replacement Project 27 (WS‐13001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $43,362 $ 7,217,500 Utilities Construction Summer 2020 Project Status: This project will replace approximately 9,600 linear feet of structurally deficient, aging, or corroded water mains and services along the mains on University Avenue, Sand Hill Road and Oak Creek Drive. The design was completed in Spring 2019. The project is currently out to bid except for the Oak Creek Drive portion of the work that requires permits and should be done after Stanford’s bank stabilization project is complete. Water Regulation Station Improvements (WS‐07000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $ 1,401,682 $ 2,103,114 Utilities Design Winter 2020 Project Status: This project for Water Regulation Station Improvements includes seismic upgrades, piping improvements and other various upgrades to increase the structural reliability of three of the City’s turnouts with SFPUC. Work under this project was included in the Seismic Upgrade of four Steel Tanks and three Turnouts’ Project and the project was completed and closed out. Due to multiple existing issues at the California Turnout, upgrade work at this facility has been removed from the contract and will be re‐evaluated as part of a Water Configuration Study that is currently underway. Additionally, new issues with the pressure reducing valves in the Page Mill and Arastradero regulating stations were found and will be addressed. Attachment A Water Fund Projects Status as of June 2019 Water Fund Projects – Page 2 of 5 Water Reservoir Coating Improvements (WS‐08001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $ 1,533,812 $ 2,141,183 Utilities Design Winter 2020 Project Status: This project for Water Reservoir Coating Improvements includes the recoating of four steel tanks. Work under this project was included in the Seismic Upgrade of four Steel Tanks and the three Turnout Projects. Once construction started, it was found that the Montebello Reservoir was in very poor condition. Due to escalating costs associated with roof replacement, staff decided to complete construction of the Montebello Reservoir and re‐evaluate the remaining three tanks for replacement. Coating work at the three remaining steel tanks (Dahl, Park and Corte Madera Reservoirs) was removed from the construction contract. The City is currently under contract with an engineering consultant to study the water system as a whole and make recommendations for upgrades and/or improvements. During the Water Configuration Study the Corte Madera Reservoir was found to be in critical condition and was recommended to be replaced. Part of the funding for the new reservoir will come from this task. Water Tank Seismic Upgrade and Rehabilitation (WS‐09000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $ 2,865,519 $ 11,890,370 Utilities Design Fall 2019 Project Status: This project for Seismic Water System Upgrades includes seismic upgrades at the Montebello, Mayfield, Corte Madera, Park, Boronda, and Dahl Reservoirs in compliance with the American Society of Civil Engineers (ASCE 7) seismic codes. Work at the steel tank sites includes the installation of new concrete footings, anchor chairs and tie‐downs, installation of seismic shut off valves and control valves, flexible joints at the inlet/outlet piping connections, relocation of various inlet and outlet piping, backup power supplies, and reinforcement and/or replacement of interior tank columns. Seismic upgrade work at the Mayfield Reservoir was completed in summer 2013 and work on the Boronda Reservoir was completed in summer 2016. All remaining reservoirs were to be seismically upgraded as part of the Seismic Upgrade of four Steel Tanks and three Turnouts’ Project. However, during construction at the Montebello Reservoir, it was found that the existing roof, support columns and support beams, and floor coating needed total replacement due to their poor condition. Given that all four tanks were constructed at the same time, staff assumes that the remaining three tanks are in the same condition. In order to determine the most efficient way to upgrade and/or replace the remaining three reservoirs, upgrade work at the Corte Madera, Park and Dahl Reservoirs has been removed from the Attachment A Water Fund Projects Status as of June 2019 Water Fund Projects – Page 3 of 5 construction contract. The City is currently under contract with an engineering consultant to study the water system as a whole and make recommendations for upgrades and/or improvements. During the Water Configuration Study the Corte Madera Reservoir was found to be in critical condition and was recommended to be replaced. Most of the funding for the new reservoir will come from this task. Water Main Replacement Project 28 (WS‐14001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $ 6,436,177 Utilities Design Winter 2021 Project Status: This project will replace approximately 11,810 linear feet (which represents 1.1% of the City's water distribution system) of mains and services on various streets within the City, including areas in the Duveneck/St. Francis, Barron Park and Charleston Meadows neighborhoods. The recently approved capital improvement plan increases the scope of each project and staggers construction projects to every other year. Water Main Replacement – Project 26 (WS‐12001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $4,901,073 $7,506,161 Utilities Completed Spring 2019 Project Status: This project included the design and construction of approximately 11,000 linear feet of aging water mains and services along the mains on Hawthorne Avenue, Everett Avenue, Byron Street, Hamilton Avenue, and Oregon Avenue will be replaced to ensure reliable water services for the City of Palo Alto residents and customers. Construction and post‐construction activities for this portion is complete. The construction contract for Upgrade Downtown Project was approved by Council in January 2018 and has been included as part of this project. The water portion of the Upgrade Downtown Project is complete. Recurring Projects Water Service Hydrant Replacement (WS‐80014) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $296,913 $ 431,130 Utilities N/A Recurring Project Status: This project replaces system control valves, deteriorated galvanized service lines, lead goose‐ necks, and fire hydrant valves and assemblies as a result of Fire Department flow testing; upgrades fire hydrants Attachment A Water Fund Projects Status as of June 2019 Water Fund Projects – Page 4 of 5 in main replacement project areas; and replaces existing undersized or deteriorated copper water services. Water System, Customer Connections (WS‐80013) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $ 786,514 $ 765,995 Utilities N/A Recurring Project Status: This project allows for improvements that include new main extensions, valves, domestic services, meters on upgraded services, backflow devices, fire services, and fire hydrants. System extensions are required to provide service to new customers and to serve existing customers requesting expanded service. Water Distribution System Improvements (WS‐11003) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $172,446 $ 585,000 Utilities N/A Recurring Project Status: This project enables improvements to water distribution system deliverability and reliability. Typical activities include: installing restraining joints at critical pipelines and bridge crossings, increasing the size of inadequate facilities, system leakage surveys, network modeling, and fire flow studies or other system improvements as required. Continuous evaluation of system needs and making required improvements is necessary to maintain adequate quantities of quality water, meeting local, state, and federal safe drinking water standards. Water General Equipment/Tools (WS‐13002) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $ 0 $ 50,000 Utilities N/A Recurring Project Status: This project acquires new equipment and tools, the replacement of existing fusion equipment, and other associated tools. The fusion equipment is used to fuse together pipe joints in the City's water distribution system. Equipment and tools are required to be upgraded on an annual basis to maintain high quality standards for the installation of the City's water distribution mains, along with the associated service standards and worker safety and productivity measures. Water Meters (WS‐80015) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $114,863 $ 900,000 Utilities N/A Recurring Attachment A Water Fund Projects Status as of June 2019 Water Fund Projects – Page 5 of 5 Project Status: This project enables the purchasing of meters for new customers, upgrading meters for current customers, installing meter bypasses, and replacing obsolete meters that are no longer repairable. This funding also allows for annual testing and calibration of selected meters to maintain meter accuracy and reliability. Water System Supply Improvements (WS‐11004) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $165,015 $ 289,774 Utilities N/A Recurring Project Status: This project evaluates and improves the City’s water distribution system on an as‐needed basis. Typical activities performed under this project include: piping modifications, equipment replacements associated with water delivery, Supervisory Control software upgrades, system modifications for water system quality compliance, conditional assessment of the reliability of transmission mains, and security system installations. The water system includes the connection facilities between the City’s and the San Francisco Public Utility Commission’s pipelines, emergency water wells within the City, pumping stations, water reservoirs, and pipelines. In addition, this project will provide funding for a Geotechnical Investigation and Assessment of the Existing Subgrade of the Mayfield Reservoir. During routine maintenance checks, it was found that multiple cracks had formed on the floor and side walls of the reservoir. The City has contracted with a geotechnical engineer to try and determine why the cracks are developing and how to resolve the issue. Water, Gas, Wastewater Utility GIS Data (WS‐02014) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $97,106 $ 794,610 Utilities N/A Recurring Project Status: This project enables the annual support and maintenance contract to improve the Utilities staff’s ability to use the Geographic Information System (GIS). Some examples of other GIS activities include enhancing existing applications & user interface, facilitating data transfer with modeling software to perform engineering analysis and master planning, using GIS data to develop and prioritize capital improvement projects, and producing customized utility map books for field crews and on‐call personnel to meet their specific needs. Attachment A Attachment A Wastewater Collection Fund Projects Status as of June 2019 Wastewater Collection Fund Projects – Page 1 of 3 One‐Time Projects Wastewater Collection System Rehabilitation / Augmentation Project 25 (WC‐12001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $3,090,183 $3,211,998 Utilities Completed Spring 2019 Project Status: This project was combined with Project 24 and 26 (WC‐11001; WC‐13001). The funding for all three projects is for replaced and/or rehabilitated approximately 45,294 linear feet of sanitary sewer mains of various sizes, 863 sewer laterals, and 132 sewer manholes. The project included various streets in the University South, Professorville and Old Palo Alto neighborhoods. The existing sewer service laterals and cleanouts were replaced with new 4” High Density Polyethylene (HDPE) service laterals and cleanouts. All new service laterals were installed from the new sewer main (usually located in the street) to the new sewer cleanouts (located in the City’s right‐of‐way, usually in a planting strip or behind the sidewalk. The construction for WC‐12001 is 100% complete. Wastewater Collection System Rehabilitation Augmentation Project 28 (WC‐15001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $475,261 $5,045,043 Utilities Construction Spring 2020 Project Status: This project enables the design and construction of high priority wastewater main and lateral replacement work to reduce inflow of rainfall and ground water into the collection system. The scope is to replace approximately 10,000 linear feet of wastewater mains including Oregon Avenue, Colorado Avenue, and Lower Page Mill Rd. The project is primarily located in the Leland Manor/Garland, Midtown West, and Lower Page Mill/Los Altos Hills areas of the City. The CIPP liner rehabilitation work will be within existing utility easements located on private properties. Staff is currently preparing the contract for approximate construction groundbreaking late July 2019. Wastewater Collection System Rehabilitation Augmentation Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $327,849 $4,508,339 Utilities Design Spring 2020 Project Status: This project enables the design and construction of replacement of approximately 9,000 linear feet of wastewater mains. The sanitary sewer mains, laterals, and manholes to be rehabilitated or replaced in Attachment A Wastewater Collection Fund Projects Status as of June 2019 Wastewater Collection Fund Projects – Page 2 of 3 Project 29 (WC‐16001) this project are located in the Charleston Meadows neighborhood. The City and the Contractor will provide written notification to all affected residents prior to the start of construction. Construction is expected to start in December 2019 and last approximately three months. Recurring Projects Sewer System, Customer Connections (WC‐80020) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $ 295,652 $447,286 Utilities N/A Recurring Project Status: This project installs sewer lateral connections and additions or extensions of existing mains to serve new customers and to respond to changes in sewer requirements due to redevelopment. Old existing non‐ plastic sewer laterals with condition deficiencies per Utilities Operations’ criteria are required to be replaced. Other revenue includes customer connection and capacity fees for connecting to the wastewater collection system. Sewer Lateral/Manhole Rehabilitation and Replacement (WC‐99013) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $ 494,877 $825,724 Utilities N/A Recurring Project Status: This project replaces defective sewer laterals, cleanouts, manholes, install backwater devices, and purchase equipment to support these activities in order to maintain the Wastewater Collection System. Information collected during routine annual maintenance activities is used to prioritize work. The work performed will help reduce both the backflow of sewage onto private property and the City's treatment expenses. This project also cleans and video‐inspects sewer collection mains and laterals as necessary. Wastewater General Equipment and Tools (WC‐13002) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $24,204 $50,000 Utilities N/A Recurring Project Status: This project includes the acquisition of new fusion equipment and other associated tools. The equipment is used to fuse together pipe joints in the City's wastewater collection system. As the equipment Attachment A Wastewater Collection Fund Projects Status as of June 2019 Wastewater Collection Fund Projects – Page 3 of 3 ages, the quality of the fusion joints begins to decline, and the operators must spend more time scraping, aligning, and fusing construction joints. In order to maintain high quality standards for the installation of City's wastewater collection mains, along with the associated service standards and worker safety and productivity measures, equipment and tools require continuous upgrades. Wastewater System Improvements (WC‐15002) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $ 0 $253,001 Utilities N/A Recurring Project Status: This project implements improvements to the Wastewater Collection System. Typical activities include: increasing system capacity for growth, flow monitoring, hydraulic modeling and system analysis, load simulations, asset management analysis and assessment, system inflow/infiltration analysis, and sanitary sewer overflow monitoring and reduction. Mainline sewer backups and overflows into homes and businesses are costly and create a health risk. Reducing the losses associated with these backup claims requires a continuous evaluation of system needs and making improvements to maintain a high level of service. Attachment A Attachment A Wastewater Treatment Fund Projects Status as of June 2019 Wastewater Treatment Fund Projects – Page 1 of 4 One‐Time Projects Dewatering and Loadout Facility (WQ‐14001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $11,956,312 $27,497,551 Public Works Completed Spring 2019 Project Status: This project enables the design and construction of the sludge dewatering facility and truck loadout to retire existing dewatering and sewage sludge incinerators at the Regional Water Quality Control Plant. Construction was completed in May 2019. Advanced Water Purification Facility (WQ‐19003) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $23,274,552 Public Works Pre‐Design Fall 2021 Project Status: This project enables the design and construction of an Advanced Water Purification Facility to further improve the quality of the tertiary‐treated recycled water by microfiltration or ultrafiltration followed by reverse osmosis to reduce the level of total dissolved solids. This project is still in a pre‐design phase, until staff has finalized a funding source. Headworks Facility Replacement (WQ‐16002) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $39,131,175 Public Works Pre‐Design Spring 2026 Project Status: This project enables the replacement of influent pumping, including the suction and discharge piping, pipe manifolds, valves, the electrical and controls system; screening equipment, grit handling equipment, the force main to the primaries and modifying headworks building, and yard piping. This project is planned to begin in FY 2021. Outfall Line Construction (WQ‐19000) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $7,486,859 Public Works Design Winter 2022 Project Status: This project consists of the construction of a new parallel outfall pipe to convey final plant effluent to San Francisco Bay. Design is 90% complete. The City is expecting a State low‐interest loan to be awarded for the construction phase. Attachment A Wastewater Treatment Fund Projects Status as of June 2019 Wastewater Treatment Fund Projects – Page 2 of 4 Secondary Treatment Upgrades (WQ‐19001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $30,636,799 Public Works Design Winter 2022 Project Status: This project upgrades the Secondary Treatment process at the Regional Water Quality Control Plant. The existing Secondary Treatment process has two main components; the Fixed Film Reactors (FFR) and the Activated Sludge (AS) Process. This project includes the reconstruction of the AS process, rehabilitation of the AS Aeration Basins and the elimination of the FFRs. The design contract began in October 2018. Staff is pursuing a State low‐interest loan or bond for the construction phase. Fixed Film Reactor Rehabilitation (WQ‐14004) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $0 Public Works Design Fall 2022 Project Status: This project rehabilitates the fixed film reactors at the Plant which came online in 1972. A special study was completed, which proposed a complete Secondary Treatment Process upgrade instead of individual rehabilitation like this one. WQ‐19001, the Secondary Treatment Process upgrades will replace this project. New Laboratory and Environmental Services Building (WQ‐14002) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $0 $19,236,596 Public Works Design Winter 2022 Project Status: This project replaces the existing Plant lab and environmental services offices. This building will consolidate staff from four separate buildings currently and will provide a larger and updated lab. The solicitation and selection of a design consultant is complete. The design contract began in February 2019. Staff is pursuing a State low‐interest loan or bond for the construction phase. Plant Master Plan (WQ‐10001) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $2,704,630 $5,928,186 Public Works Construction Fall 2020 Project Status: This project enables the ongoing program management support for major capital projects. Current tasks include developing scopes of work, evaluating consultant proposals, coordinating project management activities, pursuing State low‐interest loans for multiple projects, and updating partner Attachment A Wastewater Treatment Fund Projects Status as of June 2019 Wastewater Treatment Fund Projects – Page 3 of 4 agreements. The consultant continues to provide support for the tasks associated with this project. Primary Sedimentation Tank Rehabilitation (WQ‐14003) Prior Years Actuals Total Project Budget Implementing Department Project Phase Project Completion $145,186 $7,518,285 Public Works Design Spring 2022 Project Status: This project enables the design and construction for new protective coatings on each of the four concrete primary sedimentation tanks and replacement of worn rotating parts, equipment, and electrical equipment. The primary tanks at the Plant were installed in 1972. This recoating project will extend the concrete life another 30 years. Design is 90% complete. The City is expecting a State low‐interest loan be awarded for the construction stage. Recurring Projects Facility Condition Assessment and Retrofit (WQ‐04011) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $683,045 $482,334 Public Works N/A Recurring Project Status: This project enables a structural condition assessment and the construction of repairs and retrofits as determined in the assessment. This project is being consolidated into a new project beginning in FY 2019 as WQ‐19002. Plant Repair, Retrofit and Equipment Replacement (WQ‐19002) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $0 $5,025,877 Public Works N/A Recurring Project Status: This project enables the assessment, repair, and retrofit of the Plant's concrete and metal structures; the replacement of necessary Plant equipment and ancillary facilities to maintain treatment reliability and existing infrastructure; and the replacement of large diameter flow meters built into the wastewater treatment system on sewers, pipes, and water lines. Attachment A Wastewater Treatment Fund Projects Status as of June 2019 Wastewater Treatment Fund Projects – Page 4 of 4 Plant Equipment Replacement (WQ‐80021) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $2,494,904 $1,980,904 Public Works N/A Recurring Project Status: This project replaces necessary plant equipment to maintain treatment reliability and ancillary facilities to maintain existing infrastructure. The construction of the Old Pumping Plant Rehabilitation project and replacement of the obsolete raw sewage pumps, valves, and a flowmeter was completed in November 2018. This project is being consolidated into a new project beginning FY 2019 as WQ‐19002. System Flow Meters (WQ‐80022) Prior Year Actuals Current Year Budget Implementing Department Project Phase Project Completion $38,598 $1,204 Public Works N/A Recurring Project Status: This project replaces the large diameter flow meters built into the wastewater treatment system on sewers, pipes, and water lines. The meters measure the flow of wastewater and provide data for accurate partner billing, process control, and regulatory reporting. This project is being consolidated into a new project beginning FY 2019 as WQ‐19002. Attachment A List of Completed Projects CIP #Project Name Project Description Project Type Fund Source Department Season Completed Year Completed Total Project Budget ** PE‐14018 Baylands Boardwalk Improvements This project replaced the existing boardwalk with similar alignment and configuration. Construction Buildings and Facilities Public Works Winter 2019 2,123,681$ PE‐17009 City Hall Floor 4 Remodel This project improved the Administrative Services Department offices on the fourth floor of City Hall.Construction Buildings and Facilities Public Works Winter 2019 494,818$ PE‐14015 Lucie Stern Buildings Mechanical and Electrical Upgrades This project replaced and upgraded the mechanical, electrical, and fire/life safety systems at Lucie Stern Children’s Theater, Lucie Stern Community Theater, and Lucie Stern Community Center. Construction Buildings and Facilities Public Works Spring 2019 6,142,607$ PL‐16000 Quarry Road Improvements and Transit Center Access This project included planning, design and construction of bicycle and pedestrian improvements along Quarry Road.Construction Traffic and Transportation Planning and Community Environment Spring 2019 5,148,378$ EL‐17008 Utility Control Center Upgrades This project upgraded the Utility Control Center working environment. Construction Electric Utilities Winter 2019 499,997$ GS‐12001 Gas Main Replacement Project 22 This project replaced approximately 23,700 linear feet of gas mains and services along University Avenue and other streets in the Downtown North nieghborhood. Construction Gas Utilities Spring 2019 11,658,997$ WC‐12001 Wastewater Collection System Rehabilitation / Augmentation Project 25 This project was combined with Project 24 and 26 (WC‐11001; WC‐13001) replacing 45,294 linear feet of sanitary sewer mains in university South, Professorville and Old palo Alto neigborhoods. Construction Wastewater Collection Utilities Spring 2019 3,211,998$ WQ‐14001 Dewatering and Loadout Facility This project provides funding for the design and construction of the sludge dewatering facility and truck loadout to retire existing dewatering and sewage sludge incinerators. Construction Wastewater Treatment Public Works Spring 2019 27,497,551$ WS‐12001 Water Main Replacement – Project 26 This project replaced approximately 11,000 linear feet of aging water mains and services which included water main replacement as part of the Upgrade Downtown Project. Construction Water Utilities Spring 2019 7,506,161$ PE‐17009 City Hall Floor 5 Remodel This project improved the Planning and Community Environment (PCE) Department offices on the fifth floor of City Hall. Construction Buildings and Facilities Public Works Summer 2018 525,000$ AC‐14001 Baylands Nature Interpretive Center Exhibit Improvements This project replaced worn out or non‐functioning exhibits at the Baylands Nature Interpretive Center.Construction Buildings and Facilities Community Services Summer 2018 56,000$ PE‐17000 Mitchell Park Adobe Creek Bridge Replacement This project replaced the existing bridge over Adobe Creek in Mitchell Park. Construction Parks and Open Space Public Works Summer 2018 250,000$ 1 Attachment A List of Completed Projects CIP #Project Name Project Description Project Type Fund Source Department Season Completed Year Completed Total Project Budget ** PD‐14000 Internal Alarm System Replacement This project replaced the citywide system of panic alarms from various departments and the Council chambers.Construction Buildings and Facilities Police Summer 2018 78,000$ EL‐14004 Maybell 1&2 4/12kV Conversion This project converted circuits 1 & 2 at Maybell substation from 4kV to 12kV. Construction Electric Utilities Fall 2018 364,796$ GS‐15001 Security at City Gas Receiving Stations This project equiped the City’s four Gas Receiving Stations with video surveillance systems. Construction Gas Utilities Summer 2018 150,000$ SD‐13003 Matadero Creek Storm Water Pump Station and Trunk Line Improvements This project upgraded the capacity to the Matadero Creek Storm Water Pump Station, which serves a low‐lying 1200‐acre area of southeastern Palo Alto. Construction Storm Drain Public Works Summer 2018 6,685,317$ AP‐16002 Wildlife Hazard Management Plan The Wildlife hazard Management Plan identified the specific actions the airport will take to mitigate the risk of wildlife strikes on or near the airport.Study Airport Public Works Summer 2018 63,415$ WC‐14001 Wastewater Collection System Rehabilitation Augmentation Project 27 This project replaced 16,859 linear feet of sanitary sewer mains of various sizes on various streets.Construction Wastewater Collection Utilities Winter 2018 4,022,455$ PG‐15000 Buckeye Creek Hydrology Study This project analyzed flooding conditions and recommended flood control structures and drainage and erosion control solutions for the creek located within Foothills Park. Study Parks and Open Space Public Works Spring 2018 167,741$ PE‐17004 CalTrain Corridor Video Management System Installation This project replaced two existing gateway signs in the right‐of‐way for the California Avenue business district. Construction Streets and Sidewalks Public Works Spring 2018 1,550,000$ PF‐16003 Parking Lot Q Elevator Modernization This project modernized the existing elevator at Parking Lot Q.Construction Buildings and Facilities Public Works Fall 2017 170,608$ PE‐13003 Parks, Trails, Open Space, and Recreation Master Plan This master plan provided guidance on the recreation and improvement needs for Palo Alto’s parks, trails, open space and recreational programs. Study Parks and Open Space Community Services Fall 2017 627,057$ PE‐12003 Rinconada Park Master Plan This project developed a plan for short, medium and long range improvements to the regional park including the consideration of pathways, new restrooms and playgrounds, new landscaping, and revitalization of underutilized areas within the park. Study Parks and Open Space Community Services Fall 2017 541,355$ 2 Attachment A List of Completed Projects CIP #Project Name Project Description Project Type Fund Source Department Season Completed Year Completed Total Project Budget ** PE‐13012 Structural Assessment of City Bridges The project developed an inventory of all City‐owned bridges and culvert structures, condition assessment, cost estimate for rehabilitation, and recommendation for future inspection frequencies, assessment and improvements. Study Buildings and Facilities Public Works Fall 2017 198,529$ WC‐11000 Wastewater Collection System Rehabilitation / Augmentation Project 24 Combined with Project 25 and 26 (WC‐12001; WC‐13001), this project replaced and/or rehabilitated approximately 42,398 linear feet of sanitary sewer mains of various sizes, 779 sewer laterals, and 121 sewer manholes. Construction Wastewater Collection Utilities Fall 2017 3,119,806$ WC‐13001 Wastewater Collection System Rehabilitation / Augmentation Project 26 Combined with Project 25 and 26 (WC‐12001; WC‐13001), this project replaced and/or rehabilitated approximately 42,398 linear feet of sanitary sewer mains of various sizes, 779 sewer laterals, and 121 sewer manholes. Construction Wastewater Collection Utilities Fall 2017 3,361,118$ PG‐13003 Golf Reconfiguration and Baylands Athletic Center Improvements This project completed the rehabilitation of the Palo Alto Municipal Golf Course, including a new layout for the course, new prefabricated restroom, new water‐saving turf and irrigation system, and rebranded the course as the Baylands Golf Links. Construction Parks and Open Space Public Works Fall 2017 13,675,177$ GS‐11000 Gas Main Replacement – Project 21 This project combined with GWR 19B & GMR 20 and replaced ABS gas mains and services. Construction Gas Utilities Winter 2017 2,364,937$ WS‐11000 Water Main Replacement – Project 25 This project provided installation of approximately 11,869 linear feet of new High Density Polyethylene (HDPE) water mains, 232 new HDPE water services, and 15 new fire hydrants within the City limits. Construction Water Utilities Winter 2017 5,445,069$ WS‐15004 Water System Master Plan The 2015 Water System Master Plan identified present capital improvements and replacement rates required to ensure optimal reliability levels of service to the existing distribution and transmission systems. Study Water Utilities Spring 2017 500,000$ WC‐10002 Wastewater Collection System Rehabilitation / Augmentation Project 23 Combined with Project 22 (WC‐09001). This project replaced and/or rehabilitated approximately 33,497 linear feet of sanitary sewer mains of various sizes, 554 sewer laterals, and 102 sewer manholes. Construction Wastewater Collection Utilities Winter 2017 1,272,289$ EL‐10009 Street Light System Street Light System Conversion Project This project converted HPS streetlights to LED and the conversion of approximately 4500 cobrahead streetlight fixtures. Construction Electric Utilities Spring 2017 696,918$ EL‐13006 Sand Hill / Quarry 12kV InterTie This project installed new wire to connect circuits QR‐24 and QR‐27 in the Sand Hill/Quarry area. Construction Electric Utilities Winter 2017 208,648$ 3 Attachment A List of Completed Projects CIP #Project Name Project Description Project Type Fund Source Department Season Completed Year Completed Total Project Budget ** EL‐15001 Electric Substation Battery Replacement This project replaced the batteries in all nine of the City's electric substations. Construction Electric Utilities Winter 2017 400,000$ PG‐13001 Stanford/Palo Alto Playing Fields Soccer Turf Replacement This project replaced the synthetic turf at the Stanford/Palo Alto Playing Fields. Construction Parks and Open Space Community Services Fall 2016 1,499,979$ PG‐09003 Park Maintenance Shop Remodel This project renovated and remodeled the Parks maintenance shop for safety and efficienciency upgrades.Construction Parks and Open Space Community Services Summer 2016 94,419$ PE‐12017 City Hall First Floor Renovations This project installed new elevator control panels and replaced the gray‐painted panels inside the elevators.Construction Buildings and Facilities Public Works Summer 2016 3,974,963$ PE‐11012 Temporary Main Library This project created a temporary main Library to be used while the new one was being constructed.Construction Buildings and Facilities Public Works 156,254$ PE‐15029 Baylands Nature Interpretive Center Facility Improvement The project replaced decking, railings, structural framing members, exterior wood flooring, and cabinetry, restroom reconfiguration, and provided Americans with Disabilities Act (ADA) improvements. Construction Buildings and Facilities Public Works Spring 2017 889,452$ PE‐13008 Bowden Park Improvements This project improved the children’s playground and included park amenity upgrades such as new playground equipment, a new retaining wall, surfacing and pathway upgrades, planting restoration and irrigation renovations, and replaced of damaged wood benches and the playground perimeter fence. Construction Parks and Open Space Community Services Summer 2016 421,126$ PE‐13020 Byxbee Park Trails This project provided trail and site amenities over the remaining area of the landfill cap. Construction Parks and Open Space Public Works Fall 2016 334,607$ PE‐17002 City Hall Floor 3 Remodel This project improved the Utilities Department administrative offices on the third floor of City Hall. It included new carpet, wall reconfiguration, a kitchenette, cabinets, paint, soundproofing, office furniture, doors, and associated building systems. Construction Buildings and Facilities Public Works Spring 2017 440,000$ PE‐14015 Lucie Stern Buildings Mechanical and Electrical Upgrades – Phase 1 This project replaced and upgraded the mechanical, electrical, and fire/life safety systems at Lucie Stern Children’s Theater, Lucie Stern Community Theater, and Lucie Stern Community Center. Construction Buildings and Facilities Public Works Summer 2016 3,247,248$ 4 Attachment A List of Completed Projects CIP #Project Name Project Description Project Type Fund Source Department Season Completed Year Completed Total Project Budget ** PG‐12004 Sarah Wallis Park Improvements This project improved site amenities with new concrete pathways, replaced old furnishings, and upgraded landscape with drought tolerant species. Construction Parks and Open Space Community Services Winter 2017 65,000$ AP‐16003 Airport Perimeter Fence This project replaced the perimeter fencing and gates surrounding the Palo Alto Airport boundaries to prevent unauthorized access to the airport runway in accordance with Federal and State standards. Construction Airport Public Works Spring 2017 2,003,540$ SD‐11101 Channing Avenue/Lincoln Avenue Storm Drain Improvements This project installed of 5,800 linear feet of 36‐inch to 60‐inch diameter storm drain along Channing and Lincoln Avenues over three project phases to increase drainage system capacity. Construction Storm Drain Public Works Winter 2016 7,676,275$ GS‐14004 Gas Distribution System Model This project included the development, model installation, testing, documentation, and staff training of a natural gas distribution system model. Study Gas Utilities Summer 2016 149,500$ AC‐14000 Art Center Auditorium Audio, Visual and Furnishings This project replaced outdated audio visual equipment and furnishings following the auditorium’s use as a temporary library. Construction Buildings and Facilities Community Services Winter 2016 150,000$ PF‐15000 Rinconada Pool Locker Room This project renovated the Rinconada Pool locker room including the changing area, restrooms, and showers in the women's and men's locker rooms. Construction Buildings and Facilities Public Works Winter 2016 464,433$ PE‐13016 El Camino Park Restoration This project installed new athletic fields, synthetic turf, field lighting, fencing, a new restroom, scorekeeper booth and storage buildings, an expanded parking lot, new bike and pedestrian pathways, landscaping, benches, and other amenities. Construction Parks and Open Space Community Services Fall 2015 5,611,122$ 137,956,341$ Notes: ** Final Project Actuals may be different from Total Project Budget amounts Grand Total 5 Attachment A City of Palo Alto (ID # 10518) City Council Staff Report Report Type: Informational Report Meeting Date: 10/7/2019 City of Palo Alto Page 1 Summary Title: Contracts Awarded by the City Manager and Procurement Officer Title: Contracts Awarded by the City Manager and Procurement Officer per Palo Alto Municipal Code (PAMC) Section 2.30.710, for the Term January 2019 Through June 2019 From: City Manager Lead Department: Administrative Services Palo Alto Municipal Code (PAMC) Section 2.30.710 requires the City Manager to provide a biannual report to Council consisting of contracts awarded by the City Manager, Procurement Officer or other designated employees for: 1) general and professional services in excess of $25,000; and 2) public works and goods in excess of $85,000. Attachment A fulfills this PAMC reporting requirement for the period from January 1, 2019 to June 30, 2019. In summary, the contracts consist of 84 distinct awards for a wide range of goods and services. These awards are critical to the efficient and effective provision of services by the City to our community, and reflect extensive coordination and prudent decision-making among operating departments, the Administrative Services Department, the City Attorney’s Office, and City Clerk’s Office. For informational purposes, Attachment B is an excerpt from the Palo Alto Municipal Code that sets forth the authority designated by Council to the Procurement Officer to award and sign contracts (PAMC 2.30.200) and exemptions from competitive solicitation (PAMC 2.30.360 and 2.30.900), as noted for certain contracts on Attachment A. Attachments: • Attachment A: Material and Service Contracts Awarded • Attachment B: Excerpts from the Palo Alto Municipal Code Material Contracts Awarded ($85,000 and above) January 1 to June 30, 2019 ATTACHMENT A Goods Contract Contract Awarded To Award Date Award Amount Bidding Exemption or Number of Bids Sent/Received Description 4519000549 CDW GOVERNMENT 3/27/2019 $199,991.50 2.30.360(J) COMMVAULT HYPERSCALE APPLI 96TB 3YR 4519000616 CDW GOVERNMENT 4/26/2019 $246,955.92 2.30.360(J) Panasonic CF33 Windows 7 4519000478 DC FROST ASSOCIATES INC 2/21/2019 $111,177.91 2.30.900 ActiClean Gel, UV System 4519000704 GOLDEN GATE SYSTEMS 6/19/2019 $ 88,315.73 2.30.360(J)Toshiba Portege X30‐E Notebook: CTO 4519000547 GOLDEN STATE FIRE APPARATUS, INC 3/26/2019 $239,800.00 2 / 1 (# of bids)Ford F‐550 Brush Truck 4519000395 HOWDEN ROOTS LLC 1/23/2019 $ 91,713.69 2.30.360(d) Thrust / journal bearing 4619000132 ITERIS, INC 1/3/2019 $100,000.00 2.30.360(e) Intersection video detection hardware 4519000674 MOTOROLA SOLUTIONS, INC. 5/31/2019 $123,233.21 2.30.360(k) H92UCH9PW7AN APX 900 7/800 Portables 4519000634 MUELLER COMPANY 5/6/2019 $172,428.68 2.30.360(d) Mueller Tapping & Stopping Equipment 4519000640 MUELLER COMPANY 5/10/2019 $ 85,228.49 3 / 3 (# of bids)LINE STOPPER, STEEL 12" WELD‐ON 4519000410 NATIONAL AUTO FLEET GROUP 2/1/2019 $154,720.74 2.30.360(j) Ford F‐750 Dump Truck 4519000420 NATIONAL AUTO FLEET GROUP 2/4/2019 $151,837.00 2.30.360(j) Isuzu w Dump Body 4519000445 NITEHAWK SWEEPERS LLC 2/7/2019 $128,666.53 2.30.360(j)NiteHawk Raptor II Swper 4519000575 SCOTT ENGINEERING INC 4/8/2019 $150,000.00 223 / 3 (# of bids)YEAR 2 ‐ 15kV Cap Bank Units 4519000488 THE OKONITE COMPANY 3/4/2019 $151,960.82 2 / 2 (# of bids)Cable, AL 750 MCM 15KV EPR Jkt 1/3 Attachment A ‐ 1 of 6 Service Contracts Awarded ($25,000 and above) January 1 to June 30, 2019 ATTACHMENT A Services Contract Contract Awarded To Award Date Award Amount ($’s) Bidding Exemption or Number of Bids Sent/Received Description S19175389 AAA BACKFLOW PREVENTION INC 6/17/2019 $ 30,000.00 3 / 3 (# of bids)PWD FacMgmt Backflow Prevention Testing S19175487 ACTIONABLE INSIGHTS LLC 6/12/2019 $ 29,000.00 2.30.360 (i) Company Risk Assesment S19174945 AMERICAN TRUCK & TRAILER BODY CO.,I 4/10/2019 $ 25,000.00 2 / 3 (# of bids)Materials & Components for both vehicles S19173418A AQUATIC ENVIRONMENTS 5/15/2019 $ 40,200.00 10 / 3 (# of bids)Boronda Lake weed removal S19173699 ASBESTOS MANAGEMENT GROUP OF CA INC 2/28/2019 $146,500.00 19 / 2 (# of bids)Deconstruction S19174232A ASSETWORKS, INC 5/14/2019 $ 47,584.89 2.30.360(d) Fleet Focus hosting S19173849 ASSOCIATION FOR ENERGY AFORDABILITY 5/7/2019 $ 85,000.00 21 / 2 (# of bids)Heat Pump Retrofit Pilot S19174132 AVENU INSIGHTS & ANALYTICS LLC 1/14/2019 $ 79,000.00 2.30.360(B)2 BID Portion S19175323 BAYSPORT INCORPORATED 6/5/2019 $ 40,000.00 2.30.360(i) MOE Physicals & EMS PPD S19175306 BLUE RHINO STUDIO INC 5/14/2019 $ 75,000.00 5 / 3 (# of bids)design build bronze sculptures for JMZ S19174467 BUILDINGEYE, INC. 1/22/2019 $ 50,000.00 2.30.360(i) Permit Tracking ‐ DSD S19175116A CARAHSOFT TECHNOLOGY CORP. 5/1/2019 $ 35,540.00 2.30.360(j) SRC‐GRC‐ROC‐01 S19174374 CARNEGHI‐NAKASAKO & ASSOCIATES 5/27/2019 $ 40,000.00 2.30.360(i) Appraisal ‐ Utilities Fair Market Rent S19172749B CASE PACIFIC COMPANY 5/7/2019 $209,000.00 21 / 6 (# of bids)Lot S/L Waterproofing Repais S19175910 CDW GOVERNMENT 6/25/2019 $ 53,620.00 2.30.360(J) FY19: Libelle SystemCopy Perp Lic S19174911 CODE 42 SOFTWARE, INC. 3/7/2019 $ 62,729.50 2.30.360(d) CODE42 Next‐Gen DLP Silver Attachment A ‐ 2 of 6 Service Contracts Awarded ($25,000 and above) January 1 to June 30, 2019 ATTACHMENT A Services Contract Contract Awarded To Award Date Award Amount ($’s) Bidding Exemption or Number of Bids Sent/Received Description S19174269 COLUMBIA TELECOMMUNICATIONS CORP 1/4/2019 $ 36,345.00 2.30.360(i) CTC for Vinculums Cluster 2 S19174803 CONCORDIA LLC 4/10/2019 $ 50,000.00 2.30.360(i) Consultant for Services Portfolio S19175883 CONRAD & METLITZKY LLP 6/20/2019 $ 35,000.00 2.30.360(g) Legal Services S19175269 DIGITAL ASSURANCE CERTIFICATION LLC 5/1/2019 $ 26,000.00 2.30.360(i) Debt disclosure Services Year 1 S19171063 EDESIGNC INC 4/2/2019 $ 79,764.00 3 / 3 (# of bids)Substation Lighting Design S19175284 FOLGERGRAPHICS INC 5/23/2019 $ 49,980.00 2.30.360 (i) Enjoy Printing and Mailing S19174342 GE DIGITAL LLC 6/4/2019 $ 27,700.96 2.30.360(d) iFIX iClient Run v5.8 S19174779 GEORGE BIANCHI CONSTRUCTION, INC 6/21/2019 $ 69,520.00 3 / 2 (# of bids)Loma Verde Ave SD Improv. Base S19173083 GOLDER ASSOCIATES INC 1/2/2019 $ 61,205.00 28 / 2 (# of bids)Landfill Consulting Services S19173982 GRASSROOTS ECOLOGY 3/6/2019 $ 85,000.00 18 / 2 (# of bids)School Outreach Program/Creek Monitoring S19175583 HEXAGON TRANSPORTATION CONSULTANTS 5/27/2019 $ 40,000.00 2.30.360(i) Transportation On‐call S19174820 HF TECH SERVICES INC 3/7/2019 $ 29,900.00 2.30.360(J) Data Loss Prevention Licensing & Support S19173613 IDAX 1/14/2019 $ 53,990.00 2.30.360(B)2 Parking Study S19175179 IEC CORPORATION 5/27/2019 $ 50,000.00 2.30.360(i) 60kV Breaker Technical Support S19174432 INTERWEAVE PRODUCTION GROUP INC 6/25/2019 $ 84,900.00 2.30.360(b)2 AV Support for Council Meetings S19174021 ISPATIAL TECHNO SOLUTIONS INC 2/5/2019 $ 49,980.00 2.30.360(i) iSpatial Professional Services Attachment A ‐ 3 of 6 Service Contracts Awarded ($25,000 and above) January 1 to June 30, 2019 ATTACHMENT A Services Contract Contract Awarded To Award Date Award Amount ($’s) Bidding Exemption or Number of Bids Sent/Received Description S19175431 JARVIS, FAY & GIBSON, LLP 5/10/2019 $ 80,000.00 2.30.360(g) Legal Services S19175882 JARVIS, FAY & GIBSON, LLP 5/23/2019 $ 45,000.00 2.30.360(g) Legal services S19175764 JARVIS, FAY & GIBSON, LLP 5/24/2019 $ 40,000.00 2.30.360(g) Legal Services S19175494 KAPLAN KIRSCH & ROCKWELL, LLP 5/21/2019 $ 25,455.00 2.30.360(g) Legal Services S19174974 KOPPL SERVICES S19174771 LONE STAR LANDSCAPE INC S19175821 MACIAS GINI & O'CONNELL, LLP S19174122 MANAGEMENT PARTNERS 6/24/2019 $ 50,000.00 2.30.360(d) Tapping & Stopping Services 2/14/2019 $ 54,000.00 2.30.360(B)2 Bike Boulevards Project 6/25/2019 $ 30,000.00 2.30.360(i) MGO: IT Allocation Assessment 1/14/2019 $ 85,000.00 2.30.360(B)2 Mgmt Partners Planning Assistance S19173792 MANAGEMENT PARTNERS 3/1/2019 $ 49,000.00 2.30.360(i) Training Plan ‐ RFP S19174828 MANAGEMENT PARTNERS 3/26/2019 $ 85,000.00 2.30.360(d) Managing Partners ‐ City Auditor S19174948 MANGOLD DESIGN 4/9/2019 $ 25,000.00 2.30.360 (i) Branding & Marketing new JMZ S19173493 MARTINA ENTRIKEN 1/8/2019 $104,000.00 150 / 1 (# of bids)Little Explore Preschool Program S19175772 MYTHICS INC 6/25/2019 $ 54,461.42 2.30.360(J) Oracle Database Enterprise Edition S19174916 OPTIV SECURITY INC. 3/6/2019 $ 35,503.00 3 / 3 (# of bids)FireEye ‐ Renewal Email Threat Prev S19175441 PALO ALTO TRANSPORTATION 5/13/2019 $ 40,000.00 2.30.360(i) Equity & Accessibility Consulting Svs S19175177 PENHALL COMPANY 6/26/2019 $ 85,000.00 3 / 3 (# of bids)Saw Cutting Services Attachment A ‐ 4 of 6 Service Contracts Awarded ($25,000 and above) January 1 to June 30, 2019 ATTACHMENT A Services Contract Contract Awarded To Award Date Award Amount ($’s) Bidding Exemption or Number of Bids Sent/Received Description S19173958 PEOPLES ASSOCIATES STRUCTURAL 5/14/2019 $ 49,781.00 2.30.360(i) COP2 Transformer Pad Evaluation S19174470 PEYING LEE 2/26/2019 $ 50,000.00 2.30.360(i) Community health educator Consultant S19175858 POISED INC. 6/17/2019 $ 25,000.00 2.30.260 (i) Mindful Meditation/De‐Stressing tech S19174385 PUBLIC SAFETY SYSTEMS INC 1/23/2019 $ 32,130.00 2.30.360(d) PSSI Renewal CY2019 S19174133 QUALITY ASSURANCE ENGINEERING 4/3/2019 $ 85,000.00 25 / 2 (# of bids)Below‐Grade Waterproof at Cal Ave S19175025 RANKIN STOCK HEABERLIN O'NEAL 3/27/2019 $ 30,000.00 2.30.360(g) Legal Services S19174020 RINCON CONSULTANTS, INC. 1/4/2019 $ 25,815.00 2.30.360(h) Rincon for 565 Hamilton 18PLN‐00313 S19174819 SAVANT SOLUTIONS INC 4/12/2019 $ 42,441.80 2.30.360(J)Palo Alto Networks PA‐850 S19175663 SHI INTERNATIONAL CORP 6/3/2019 $ 35,392.53 3 / 3 (# of bids)NetMotion Mobility ‐ Premium Maint 3 YRs S19174915 SIEGFRIED ENGINEERING, INC 3/29/2019 $ 37,000.00 2.30.260 (i) Task 1‐Topographical Survey S19174784 SILICON VALLEY MECHANICAL INC 6/24/2019 $220,000.00 66 / 3 (# of bids)NOI‐City Hall SA‐5 Air Cooled Chiller S19175129 STRATEGIC ENERGY INNOVATIONS 3/26/2019 $ 50,000.00 2.30.360(i) Climate Corp Fellowship S19173125 TESCO CONTROLS INC 3/12/2019 $ 50,650.00 2.30.360(i) Mayfield VFD replc. & PLC Programming S19174642 THOMSON REUTERS‐ THOMSON WEST 1/31/2019 $ 33,000.00 2.30.360(g) Legal Services FY 18‐19 S19174016 TOP LINE ENGINEERS INC 3/26/2019 $ 69,300.00 21 / 3 (# of bids)Interceptor inflow & infiltr. repairs S19173614 TRAFFICWARE CORPORATION 6/24/2019 $ 45,000.00 2.30.360(d) Adaptive Timing Program Attachment A ‐ 5 of 6 Service Contracts Awarded ($25,000 and above) January 1 to June 30, 2019 ATTACHMENT A Services Contract Contract Awarded To Award Date Award Amount ($’s) Bidding Exemption or Number of Bids Sent/Received Description S19175014 TRANSOURCE COMPUTERS 4/2/2019 $ 25,926.72 2.30.360(J) Aerohive Renewal ‐ 38 units S19173332 WEST COAST ARBORISTS, INC 1/23/2019 $ 50,000.00 6 / 1 (# of bids)Tree Planting South PA S19175635 WILLIAM OLSON 6/17/2019 $ 29,850.00 2.30.360 (i) Bill Olson, Director, 19‐22 S19175846 WRA INC 6/24/2019 $ 84,757.00 6 / 2 (# of bids)NVCAP Creek Analysis S19174860 ZUM SERVICES INC 5/16/2019 $ 36,980.00 40 / 4 (# of bids)Bus Services for Camps Attachment A ‐ 6 of 6 ATTACHMENT B Excerpts from the Palo Alto Municipal Code 2.30.200 Procurement officer contract award authority. The Procurement Officer may award and sign the following contracts: (a) Public Works Contracts. Public works contracts, where the term does not exceed three years, and the contract price and any price contingency established for change orders, but excluding sales tax or use tax, do not exceed $85,000.00 in the first contract year, and do not exceed the sum of $85,000.00 and any unexpended monies carried forward from a prior contract year, in any subsequent contract year. (b) Contracts for Goods. Contracts to purchase goods, where the term does not exceed three years, and the contract price and any price contingency established for change orders, but excluding sales tax or use tax, do not exceed $85,000.00 in the first year, and do not exceed the sum of $85,000.00 and any unexpended monies carried forward from a prior contract year, in any subsequent contract year. (c) General Services Contracts. General services contracts, where the term does not exceed three years, and the contract price and any price contingency established for change orders or additional services, but excluding sales tax or use tax, do not exceed $85,000.00 in the first contract year, and do not exceed $85,000.00 and any unexpended monies carried forward from a prior contract year, in any subsequent contract year. (d) Professional Services Contracts. Professional services contracts, where the term does not exceed three years, and the contract price, and any price contingency established for additional services, but excluding sales tax or use tax, do not exceed the sum of $85,000.00 in the first contract year, and do not exceed the sum of $85,000.00 and any unexpended monies carried forward from a prior contract year, in any subsequent contract year. (e) Software and hardware purchase, licensing and Maintenance Contracts. Notwithstanding Subsection 2.30.200(c), the Procurement Officer may award and sign contracts other than general services agreements, including, without limitation, vendor-based standard form hardware and software purchase and licensing contracts, for the purchase of hardware and software, the licensing of software, and the maintenance of hardware and software, where the term of licensing or maintenance services does not exceed five years and the contract price, excluding sales tax or use tax, does not exceed $85,000.00 per year in the first contract year and does not exceed the sum of $85,000.00 and any unexpended monies carried forward from a prior contract year, in any subsequent contract year. The contracts referred to herein may include contracts for data storage services, which shall be subject to the city's information security policies, terms, conditions and other requirements established by the chief information officer. 2.30.360 Exemptions from competitive solicitation requirements. The following are exemptions from the informal and formal competitive solicitation requirements of this chapter, except as otherwise provided. These exemptions will be narrowly interpreted and applied. The department requesting an exemption shall provide all relevant information supporting the application of the exemption to the Procurement Officer. Based upon this information, the Procurement Officer shall make a recommendation to the City Manager and the City Manager shall determine whether an exemption from the competitive solicitation requirements applies. Nothing herein is intended to preclude the use of competitive solicitations, as practicable. (a) Emergency Contracts, provided that any procurement of goods and services obtained during an emergency declared by the Federal Emergency Management Agency shall comply with applicable FEMA Public Assistance Program's orders, rules, regulations, guidelines and control procedures for cost reimbursement purposes. (b) Whenever solicitations of bids or proposals would for any reason be impracticable, unavailing or impossible, provided that in the case of a public works project, the project is not otherwise required by the charter to be formally bid. These situations are those where solicitations of bids or proposals would not be useful or produce any operational or financial advantage for the city. Situations where solicitations of bids or proposals would be impracticable, unavailing or impossible, include, without limitation, the following: (1) Contract specifications cannot be drawn in a way that would enable more than one vendor, consultant or contractor to meet them; (2) Due to circumstances beyond the control of the city, the time necessary to use the competitive solicitation process, procedures and requirements would result in a substantial economic loss to the city or the substantial interference with a required city operation; (3) Special conditions attached to a grant, donation or gift requires the use of particular goods and/or services. All requests for exemptions under this subsection shall be supported by written documentation (facsimile or electronic mail may be used), approved by the department head and the Procurement Officer. (c) Where competitive bids or requests for proposals have been solicited and no bid or proposal has been received, or where no bid or proposal meeting the requirements of the invitation to bid or request for proposal has been received, provided that, in the case of a public works project, the project is not otherwise required by the charter to be formally bid. (d) Contracts for goods, wholesale commodities and services, general services or professional services available from only one source, where the Procurement Officer has determined, in writing, there is no adequate substitute or equivalent provider. Examples of acceptable sole source acquisitions or purchases may include, without limitation: equipment or services for equipment, for which there is no comparable competitive product or service except that provided by the equipment manufacturer, distributor or dealer; proprietary products sold directly by the manufacturer; a component or replacement part, for which there is no commercially available substitute and which can be obtained only from the manufacturer; goods where there is only one authorized distributor in the area; and goods where compatibility with goods in use by the city is an overriding consideration. All requests for sole source acquisitions or purchases shall be supported by written documentation (facsimile or electronic mail may be used), approved by the office or department head, and forwarded to the Procurement Officer. (e) Contracts for goods where, pursuant to Section 2.30.900, the City Manager has determined that standardization of the supplies, materials or equipment is permissible. (f) Placement of insurance coverage and surety bonds. (g) Legal services contracts, including, without limitation, the services of outside counsel, consultants and other experts needed for litigation, administrative or other legal proceedings. (h) Professional services contracts for private development related studies and services whenever the services are funded wholly by private developers. (i) Professional services contracts, where the estimated total expenditure by the city, regardless of term, does not exceed $50,000.00. (j) Cooperative purchases, with one or more other public agencies or through a cooperative purchasing agency, provided the services are solicited using methods substantially similar to those required by this chapter, as determined by the Procurement Officer. (k) The use of another governmental or public agency's contract or substantially the same contract terms provided: (i) the agency uses a solicitation method substantially similar to the method required by this chapter; (ii) the contract is consistent with the requirements specified in this municipal code; and (iii) the Procurement Officer determines that the city will realize overall value to utilizing the other agency's contract or contract terms compared to the city performing its own solicitation. (l) Contracts with, or solicited on the city's behalf by, Northern California Power Agency, Transmission Agency of Northern California, and Western Area Power Administration to procure wholesale utility commodities and services that meet the requirements of Section 2.30.340(d) or 2.30.340(k). (m) Contracts with Pacific Gas and Electric Company and the California Independent System Operator Corporation for energy transmission services to the extent necessary and expedient to provide for the general health, safety and welfare of the city's utility customers. (n) Contracts with any public agency or governmental body to construct a public work, where the Procurement Officer determines the public agency or governmental body has used methods similar to those required by this chapter to contract for the public work. (o) Contracts with any public utility holding a certificate of public convenience and necessity or any entity holding a cable service or video service franchise pursuant to chapter 2.10 of this municipal code to construct a public works, where such works involves property of such public utility or cable service or video service franchisee and is otherwise of direct concern to both the city and such public utility or cable service or video service franchisee, provided that the project is not otherwise required by the charter to be formally bid. (p) Contracts with private developers to construct public improvements in connection with their development projects, even if the city contributes funds to the improvement project, provided that the projects are not otherwise required by the charter to be formally bid. (q) Projects, where the public work is performed by the city with its own employees. (r) Contracts, where the estimated total expenditure by the city does not exceed $10,000.00. (s) Contracts with entities to procure at wholesale prices utility commodities and services under a city "feed-in tariff" energy program that meets the requirements of Section 2.30.340(c). 2.30.900 Standardization. Where the City Manager has determined that it is required by the health, safety or welfare of the people or employees of the city, or that significant costs savings have been demonstrated, the standardization of supplies, materials or equipment, including, without limitation, information technology property, for purchase or to be used in a public works project is permitted and the supplies, materials or equipment specifications may specify a single brand or trade name. The City Manager or the Procurement Officer may be considered the following factors in determining to standardize on a single brand or trade name: (a) Repair and maintenance costs would be minimized; (b) User personnel training would be facilitated thereby; (c) Supplies or spare parts would be minimized; (d) Modifications to existing equipment would not be necessary; (e) Training of repair and maintenance personnel would be minimized; and (f) Matching existing supplies, materials or equipment is required for proper operation of a function or program. City of Palo Alto (ID # 10608) City Council Staff Report Report Type: Informational Report Meeting Date: 10/7/2019 City of Palo Alto Page 1 Summary Title: CAPER for the CDBG Program for FY 2018 Title: Consolidated Annual Performance and Evaluation Report (CAPER) for the Community Development Block Grant (CDBG) Program for Fiscal Year 2018-19 From: City Manager Lead Department: Planning and Development Recommendation This is an informational report and no Council action is required. Background The U.S. Department of Housing and Urban Development (HUD) requires the city to submit a Consolidated Annual Performance and Evaluation Report (CAPER) to obtain Federal Community Development Block Grant (CDBG) funds. On September 20, 2019, the City submitted the attached document, Attachment A, to HUD following the required 15-day public review period. This report is for informational purposes only. Discussion This CAPER represents the fourth year of the City’s 2015-2020 Five-Year Consolidated Plan and summarizes the accomplishments under the CDBG program from July 1, 2018 to June 30, 2019. As required, the CAPER consists of specific program narratives, an assessment of annual performance, and an assessment of progress toward meeting the Consolidated Plan goals and objectives. This CAPER summary report is intended to inform the public on how the CDBG funds administered by the City of Palo Alto during the 2018-19 Fiscal Year have been expended and describes the extent to which the purposes of the grant program have been carried out. The amount funded to specific activities is reported the year they are funded. However, due to the nature of certain projects, it is common for projects to overlap program years and City of Palo Alto Page 2 accomplishments are reported when the project has been completed and, in some cases, when the housing units become occupied. Summary of Accomplishments CDBG funds supported public services and economic development activities. Palo Alto has five primary CDBG program activity areas in which to allocate funds: (1) Public Services, (2) Planning and Administration, (3) Economic Development, (4) Housing Rehabilitation, and (5) Public Facilities. The City allocated funds in accordance with the goals and objectives set forth in the 2015-2020 Consolidated Plan. The major accomplishments include the following: Continued implementation of the Workforce Development Program which led to 30 previously unemployed individuals reentering the workforce; Assisted 15 individuals in investigating their fair housing complaints; Addressed the basic human service needs of 349 homeless individuals at the Opportunity Services Center. Additionally, 40 Palo Alto residents received intensive case management services; Assisted 454 low-income elderly residents in Long-Term Care; Provided Support Services to 153 persons through the SRO Resident Support Program; Provided domestic violence services to 14 people; Developed an independent living plan for housing for 36 Palo Alto residents; Completed critical low-cost repairs in 5 Palo Alto households; and Completed the Opportunity Center Project (funded in FY2017-18) completed in FY2018- 19. The project included capital improvement(s) to increase the property’s environmental sustainability by applying new exterior paint to the building. Opportunity Center provides 88 affordable rental units to individuals and families who are homeless or at risk of becoming homeless. The CAPER, Attachment A, provides a detailed description of the various programs and project accomplishments within the fiscal year. Resource Impact The total investment of CDBG funds in Palo Alto approved for Fiscal Year 2018-19 was $670,434. Of this amount, $100,898 was directed to public service activities, $336,400 for Economic Development, $114,438 for housing and public facilities rehabilitation, $33,698 for Fair Housing Services, and $85,000 was allocated for administration activities. Environmental Review For purposes of the National Environmental Policy Act (NEPA) and the California Environmental Quality Act (CEQA), this action itself is not a project; therefore, no environmental impact assessment is necessary. Prior to commitment or release of funds for each of the proposed City of Palo Alto Page 3 projects, staff will carry out the required environmental reviews or assessments and certify that the review procedures under CEQA, HUD, and NEPA regulations have been satisfied for each particular project. Attachments: Attachment A: Fiscal Year 2018-19 CAPER (PDF) FY 2018 CONSOLIDATED ANNUAL PERFORMANCE AND EVALUATION REPORT July 1, 2018 through June 30, 2019 Public Review and Comment Period: August 28, 2019 – September 12, 2019 Erum Maqbool, CDBG Staff Specialist Department of Planning and Community Environment 250 Hamilton Avenue, Palo Alto, CA 94301 T: 650‐329‐2660 E: erum.maqbool@cityofpaloalto.org | Table of Contents CR-05 - Goals and Outcomes ..............................................................................................................1 Progress made in carrying out strategic plan and action plan. 91.520(a) ........................................... 1 Comparison of the proposed versus actual outcomes for each outcome measure submitted with the consolidated plan 91.520(g) ................................................................................................... 1 Assess how the jurisdiction’s use of funds addresses the priorities and specific objectives identified in the plan...................................................................................................................................... 2 CR-10 - Racial and Ethnic composition of families assisted...................................................................4 Describe the families assisted (including the racial and ethnic status of families assisted). 91.520(a) 4 CR-15 - Resources and Investments 91.520(a) .....................................................................................5 Identify the resources made available .................................................................................................. 5 Identify the geographic distribution and location of investments ....................................................... 5 Leveraging ............................................................................................................................................. 6 CR-20 - Affordable Housing 91.520(b) ............................................................................................... 8 Evaluation of the jurisdiction's progress in providing affordable housing. ........................................ 8 Discuss the difference between goals and outcomes and problems encountered in meeting these goals. ........................................................................................................................................... 9 Discuss how these outcomes will impact future annual action plans. ............................................... 9 Include the number of extremely low-income, low-income, and moderate-income persons served by each activity. ........................................................................................................................... 9 CR-25 - Homeless and Other Special Needs 91.220(d, e); 91.320(d, e); 91.520(c) ................................ 10 Reaching out to homeless persons (especially unsheltered persons) and assessing needs .............. 10 Addressing the emergency shelter and transitional housing needs of homeless persons ................. 10 Helping low-income individuals and families avoid becoming homeless ........................................... 10 Helping homeless persons .................................................................................................................. 11 CR-30 - Public Housing 91.220(h); 91.320(j) ....................................................................................... 13 Actions taken to address the needs of public housing ....................................................................... 13 Actions taken to encourage public housing residents to become more involved in .......................... 13 Actions taken to provide assistance to troubled PHAs ....................................................................... 13 CR-35 - Other Actions 91.220(j)-(k); 91.320(i)-(j) ................................................................................ 14 Actions taken to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and policies affecting the return on residential investment. 91.220 (j); 91.320 (i) .............................................................................. 14 Actions taken to address obstacles to meeting underserved needs. 91.220(k); 91.320(j)................ 15 Actions taken to reduce lead-based paint hazards. 91.220(k); 91.320(j) ........................................... 16 Actions taken to reduce the number of poverty-level families. 91.220(k); 91.320(j) ........................ 16 Actions taken to develop institutional structure. 91.220(k); 91.320(j)............................................... 17 Actions taken to enhance coordination between public and private housing and social service agencies. 91.220(k); 91.320(j) ..................................................................................................... 17 | Identify actions taken to overcome the effects of any impediments identified in the jurisdictions analysis of impediments to fair housing choice. 91.520(a) ........................................................ 18 CR-40 - Monitoring 91.220 and 91.230 .............................................................................................. 19 Describe the standards and procedures used to monitor activities carried out in furtherance of the plan and used to ensure long-term compliance with requirements of the programs involved, including minority business outreach and the comprehensive planning requirements ............ 19 Citizen Participation Plan 91.105(d); 91.115(d) .................................................................................. 19 Describe the efforts to provide citizens with reasonable notice and an opportunity to comment on performance reports. .................................................................................................................. 19 CR-45 - CDBG 91.520(c) .................................................................................................................... 20 Specify the nature of, and reasons for, any changes in the jurisdiction’s program objectives and indications of how the jurisdiction would change its programs as a result of its experiences... 20 Brownfields Economic Development Initiative grants ........................................................................ 20 [BEDI grantees] Describe accomplishments and program outcomes during the last year. .............. 20 Table of Figures Table 2 – Table of assistance to racial and ethnic populations by source of funds ......................................4 Table 3 – Resources Made Available ............................................................................................................ 5 Table 4 – Identify the geographic distribution and location of investments ................................................ 5 Table 5 – Number of Households ............................................................................................................... 8 Table 6 – Number of Households Supported.............................................................................................. 8 Table 7 – Number of Persons Served .......................................................................................................... 9 APPENDICES A - Public Hearing Notice B - IDIS Reports C - Section 3 Report D - Notes on IDIS Reports E - Public CommentsF - Missing Information on Downloaded IDIS Document Table 1 – Accomplishments – Program Year & Strategic Plan to Date...................................................... 2 Table 8 – Adjustments/Improvements to Affordable Housing Strategies................................................... 14 CAPER 1 OMB Control No: 2506-0117 (exp. 06/30/2018) CR-05 - Goals and Outcomes Progress the jurisdiction has made in carrying out its strategic plan and its action plan. 91.520(a) Below is a description of the progress the City of Palo Alto has made in achieving the goals outlined in its strategic plan and annual action. In fiscal year 2018-19, the City achieved the majority of its annual goals & is on track to meet most of the five year goals outlined in the Consolidated Plan. Comparison of the proposed versus actual outcomes for each outcome measure submitted with the consolidated plan and explain, if applicable, why progress was not made toward meeting goals and objectives. 91.520(g) Categories, priority levels, funding sources and amounts, outcomes/objectives, goal outcome indicators, units of measure, targets, actual CAPER 2 OMB Control No: 2506-0117 (exp. 06/30/2018) outcomes/outputs, and percentage completed for each of the grantee’s program year goals. Table 1 - Accomplishments – Program Year & Strategic Plan to Date CAPER 3 OMB Control No: 2506-0117 (exp. 06/30/2018) Assess how the jurisdiction’s use of funds, particularly CDBG, addresses the priorities and specific objectives identified in the plan, giving special attention to the highest priority activities identified. The City of Palo Alto was able to achieve many of its goals outlined in the 2018 Action Plan and 2015-2020 Consolidated Plan. In total, the City’s CDBG program assisted 1144 persons access needed services. Of these persons, 674 were extremely low-income, 271 were low-income & 199 were moderate income. The City’s subrecipient (Community Working Group/Opportunity Center Housing Development Corporation) received $220,000 in FY 17-18 to rehabilitate 88 affordable rental units at Opportunity Center. The project encountered unexpected issues involving changes within the organization. As a result, the project was delayed and no work was completed in FY 17-18. However, the City worked diligently with the sub- recipient over the last year to ensure that the project moves forward. The Rehabilitation work phase began in September 2018 & completed in March 2019. The project met its goal of providing 88 affordable rental units for individuals and families who are homeless or at risk of becoming homeless. The City secured accurate accomplishment data from the sub recipients after the completion of the project & the information is entered into IDIS. The City is reporting the accomplished goal in FY2018-19 CAPER. CAPER 4 OMB Control No: 2506-0117 (exp. 06/30/2018) CR-10 - Racial and Ethnic composition of families assisted Describe the families assisted (including the racial and ethnic status of families assisted). 91.520(a) Table 2 – Table of assistance to racial and ethnic populations by source of funds Narrative The City of Palo Alto’s CDBG funded programs and services served a diverse population and provided needed resources to those residents most in need. Sixty five percent (65%) were White, seventeen percent (17%) were African American, and eight percent (8%) were Asian. Fourteen percent (14%) of all the clients served were Hispanic. CAPER 5 OMB Control No: 2506-0117 (exp. 06/30/2018) CR-15 - Resources and Investments 91.520(a) Identify the resources made available Source of Funds Source Resources Made Available Amount Expended During Program Year CDBG CDBG 1,148,157 844,121 Table 3 - Resources Made Available Narrative See discussion below. Identify the geographic distribution and location of investments Target Area Planned Percentage of Allocation Actual Percentage of Allocation Narrative Description N/A N/A N/A N/A Table 4 – Identify the geographic distribution and location of investments Narrative The City considers the provisions of all types of housing assistance on a citywide basis consistent with the policies of the Comprehensive Plan. Palo Alto does not have specific target areas for housing activities; instead the City attempts to provide housing affordable to lower-income persons throughout the City. Minority concentration includes areas in the City where the concentration of racial and ethnic minority population is 10% or higher than their total citywide representation. There are only a few areas that are considered to have a concentration of minority populations or low-income residents in Palo Alto. The CDBG Program defines low-income concentration as any census block group where 51% or more residents earn 80% of MFI or less. An exception exists for a jurisdiction that does not have any areas meeting this definition, such as Palo Alto, which includes the highest quartile of all areas in the City in terms of degree of concentration, is used. However, Palo Alto does not qualify activities under the LMI area benefit category. CAPER 6 OMB Control No: 2506-0117 (exp. 06/30/2018) Leveraging Explain how federal funds leveraged additional resources (private, state and local funds), including a description of how matching requirements were satisfied, as well as how any publicly owned land or property located within the jurisdiction that were used to address the needs identified in the plan. Palo Alto leverages federal & private housing funds to the greatest extent feasible consistent with the goals identified in the 2015-2020 Consolidated Plan. Moreover, the City continues to encourage non-profit organizations to seek other local, state, & federal funding for both housing & non-housing community development activities. HSRAP: The City of Palo Alto provided $ 1,500,749 General Funds during fiscal year 2018-2019 to address primary human service needs in the community. These funds include multi-year agreements with others allocated by HSRAP and administered by the Office of Human Services in the Community Services Department. Funded projects addressed the Human Relations Commission’s priority needs in the following categories: early child care and education, youth programs, senior nutrition and social services, homelessness, and basic needs such as health care and mental health. HOUSING IN-LIEU: The City of Palo Alto maintains a local housing fund consisting of two subfunds: the “Commercial Housing Fund” and the “Residential Housing Fund.” Palo Alto, under Chapter 16.65 of the Municipal Code, requires commercial and industrial development projects to pay a housing mitigation fee. The fees are deposited in the “Commercial Housing Fund”, and the accumulated fees and interest earned on the fund are made available for the creation of new low and moderate-income housing units under the “Affordable Housing Fund Guidelines” adopted by the City Council. As of June 30, 2019, the Commercial Housing Fund had an unaudited available balance of approximately $2,560,614. Pursuant to Program H-3.1.2, the Below Market Rate Program of the City’s Housing Element, Palo Alto collects housing in-lieu fees from residential development when it is infeasible to provide below market rate units on-site. These fees, along with interest earnings of the Fund and other miscellaneous revenues related to housing, are placed in a special fund; “The Residential Housing Fund”. This fund is used to provide funding for acquisition or rehabilitation of low and moderate-income housing, but may also be used for assistance to new housing construction projects. As of June 30, 2019, the Residential Housing fund had an unaudited available balance of approximately $4,740,676. These are the only local sources of funding and subsidies available for affordable housing within the City. They are used to provide matching funds, pay for expenses which exceed HUD income CAPER 7 OMB Control No: 2506-0117 (exp. 06/30/2018) and cost limits, to fund the cost of features and amenities classified as ineligible under federal housing programs, pre-development expenses, feasibility studies, site acquisition, and other similar purposes. CAPER 8 OMB Control No: 2506-0117 (exp. 06/30/2018) CR-20 - Affordable Housing 91.520(b) Evaluation of the jurisdiction's progress in providing affordable housing, including the number and types of families served, the number of extremely low-income, low-income, moderate-income, and middle-income persons served. One-Year Goal Actual Number of Homeless households to be provided affordable housing units 0 0 Number of Non-Homeless households to be provided affordable housing units 0 0 Number of Special-Needs households to be provided affordable housing units 0 88 Total 0 0 Table 5 – Number of Households One-Year Goal Actual Number of households supported through Rental Assistance 0 0 Number of households supported through The Production of New Units 0 0 Number of households supported through Rehab of Existing Units 8 93 Number of households supported through Acquisition of Existing Units 0 0 Total 8 93 Table 6 – Number of Households Supported Discuss the difference between goals and outcomes and problems encountered in meeting these goals. The FY 18/19 goals for the Minor Home Repair were not meet due to factors outside the City’s control. Habitat for Humanity East Bay/ Silicon Valley served as Program Administrator for the City’s Minor Home Repair Program. Habitat has successfully administrated similar projects in neighboring jurisdictions. Fiscal Year 2017-18 was the first year of the Minor Home Repair Program, Habitat focused on conducting marketing and outreach to engage the community and increase awareness of the new program. When the program was first introduced, asset caps of $50,000 for a younger family, and CAPER 9 OMB Control No: 2506-0117 (exp. 06/30/2018) $100,000 for families with titleholders who are over age 62 and/or disabled, were set. Due to the lack of applications, City Staff, with Habitat’s recommendation, removed the asset cap because the asset cap tended to penalize retired people who have limited incomes to undertake repairs. Despite removing the asset cap, the number of applicants expressing interest relative to the amount of awareness-building that was undertaken in the community was relatively slight. After contributing a significant level of marketing and outreach to engage the community and increase awareness of the new program, the response was minimal and only 5 clients were assisted through this program. Discuss how these outcomes will impact future annual action plans. The City anticipates meeting most of its goal highlighted in the 2015-2020 Consolidated Plan despite not meeting last year’s annual goal. Include the number of extremely low-income, low-income, and moderate-income persons served by each activity where information on income by family size is required to determine the eligibility of the activity. Number of Households Served CDBG Actual HOME Actual Extremely Low-income 674 0 Low-income 271 0 Moderate-income 199 0 Total 1,144 0 Table 7 – Number of Persons Served Narrative Information In total, the City’s CDBG program provided programs and services to 1144 persons. Six hundred seventy four (59%) of these persons were extremely low income, two hundred and seventy one (24%) were low income, and one hundred and ninety nine (17%) were moderate income. CAPER 10 OMB Control No: 2506-0117 (exp. 06/30/2018) CR-25 - Homeless and Other Special Needs 91.220(d, e); 91.320(d, e); 91.520(c) Evaluate the jurisdiction’s progress in meeting its specific objectives for reducing and ending homelessness through: Reaching out to homeless persons (especially unsheltered persons) and assessing their individual needs The City’s entitlement amount for FY 2018-2019 was $484,816. The City had $136,049 in program income and $49,569 in uncommitted funds from previous years. In total, the City provided $670,434 in direct CDBG funding and $1,500,749 in HSRAP funding. The following details the accomplishments of the CDBG funded subrecipients targeted to benefit persons who are low income, homeless, or at risk of homelessness. Addressing the emergency shelter and transitional housing needs of homeless persons The following agencies received funding from the City of Palo Alto to provide emergency shelter and/or transitional housing for homeless persons. LIFEMOVES - OPPORTUNITY CENTER, CDBG $44,933: The Opportunity Services Center continued to provide services to homeless individuals and those at-risk of becoming homeless. Services include dropin services, showers and laundry facilities, lockers, light snacks, information and referral, transportation assistance, a clothes closet, medical and psychiatric screening and referral, inter-faith chaplaincy, and fellowship. In addition, the Hotel de Zink program along with the Breaking Bread Program continued with the operation. During the program year, the Opportunity Center served 349 unduplicated individuals and 6,133 shelter nights were provided. PALO ALTO HOUSING CORPORATION - DOWNTOWN SRO HOTEL COUNSELING, CDBG $30,933: Palo Alto Housing Corporation provided one-on-one counseling, case management, and educational activities at Alma Place and Barker Hotel. The one-on-one sessions provided by the Resident Service Coordinator affords a systematic manner of addressing a diversity of issues these residents face. The SRO Resident Services Coordinator works closely with residents with severe mental health issues to ensure compliance with treatment guidelines and to reduce the risk of relapse. PAHC continued to expand the health and wellness program by collaborating with other non-profit organizations to host a health and resource fair. The goal of the event was to provide information and resources on topics of the areas of health care, counseling, transportation programs, social services, and food programs. During the program year, nutrition and fitness coaching services were initiated to provide residents with information, guidance and support as to how to develop an exercise and plan programs in order to improve their health and quality of life. Helping low-income individuals and families avoid becoming homeless, especially extremely low-income individuals and families and those who are: likely to become homeless after being discharged from publicly funded institutions and systems of care (such as health care CAPER 11 OMB Control No: 2506-0117 (exp. 06/30/2018) facilities, mental health facilities, foster care and other youth facilities, and corrections programs and institutions); and, receiving assistance from public or private agencies that address housing, health, social services, employment, education, or youth needs The following agencies received funding from the City of Palo Alto to help low income individuals and families avoid becoming homeless. CATHOLIC CHARITIES - LONG TERM CARE OMBUDSMAN, CDBG $10,000: During the program year 454 unduplicated residents were contacted within the Palo Alto Long term care residences in Lytton Gardens Health Care Center, Lytton Gardens Residential Care for the Elderly and Palo Alto Nursing Center. A total of 47 complaints were received and investigated. DOWNTOWN STREETS INC. WORKFORCE DEVELOPMENT PROGRAM, CDBG $336,400: During the program year DST was able to continue their success rate and introduced a number of new programs into the existing Workforce Development Program. A total of 30 participants enrolled in the program and were placed in a variety of employment opportunities. LIFEMOVES - OPPORTUNITY CENTER, CDBG $44,933: During the program year 40 Palo Alto residents received intensive case management services including assistance with housing/job search, referral and mentoring services. Helping homeless persons (especially chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth) make the transition to permanent housing and independent living, including shortening the period of time that individuals and families experience homelessness, facilitating access for homeless individuals and families to affordable housing units, and preventing individuals and families who were recently homeless from becoming homeless again The following agencies received funding from the City of Palo Alto to help homeless persons make the transition to permanent housing and independent living. YWCA SILICON VALLEY DOMESTIC VIOLENCE SERVICES, CDBG $10,000: The YWCA Support Network Program provides domestic violence support services including counseling, case management, crisis counseling, and legal assistance. During the program year the Support Network Program provided 14 unduplicated clients with counseling, therapy and/or legal advocacy services. Crisis Counselors provided crisis line assistance to 30 individuals receiving crisis counseling services. SILICON VALLEY INDEPENDENT LEARNING CENTER - HOUSING & EMERGENCY SERVICES, CDBG $5,032: During the program year, Silicon Valley Independent Living Center (SVILC) assisted 36 unduplicated Palo Alto adults with disabilities in developing an independent living plan for housing which resulted in improved accessibility to decent affordable housing. In addition, SVILC provided 104 people with information and referral services and 97 people with disabilities were given Housing Search training through housing workshops. CAPER 12 OMB Control No: 2506-0117 (exp. 06/30/2018) PROJECT SENTINEL - FAIR HOUSING SERVICES, CDBG $33,698: During the program year, Project Sentinel provided community education and outreach regarding fair housing law and practices, investigation, counseling and legal referral for victims of housing discrimination, and analyses for City staff and officials regarding fair housing practices. In total, 15 fair housing complaints were investigated by Project Sentinel. 16 residents were provided individual consultation relating to specific fair housing questions and 109 individuals were assisted through outreach and presentations. CAPER 13 OMB Control No: 2506-0117 (exp. 06/30/2018) CR-30 - Public Housing 91.220(h); 91.320(j) Actions taken to address the needs of public housing The Housing Authority of the County of Santa Clara (HACSC) owns and manages four public housing units, which are all located in the City of Santa Clara. Actions taken to encourage public housing residents to become more involved in management and participate in homeownership While the majority of their units have been converted to affordable housing stock, HACSC is proactive in incorporating resident input into the agency’s policy-making process. An equitable and transparent policy-making process that includes the opinions of residents is achieved through the involvement of two tenant commissioners, one being a senior citizen, on the HACSC board. HACSC has been a MTW agency since 2008. In this time the agency has developed 31 MTW activities. The vast majority of its successful initiatives have been aimed at reducing administrative inefficiencies, which in turn opens up more resources for programs aimed at LMI families. As mentioned previously, there are no public housing facilities in the City of Palo Alto. Actions taken to provide assistance to troubled PHAs Not applicable. CAPER 14 OMB Control No: 2506-0117 (exp. 06/30/2018) CR-35 - Other Actions 91.220(j)-(k); 91.320(i)-(j) Actions taken to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and policies affecting the return on residential investment. 91.220 (j); 91.320 (i) The City of Palo Alto has undertaken a number of actions to eliminate barriers to the development of affordable housing including participation in a county-wide effort to provide additional affordable housing units; programs in the 2014-2023 Housing Element Update to increase the supply of affordable housing; and the development impact fees for housing. Housing Trust Silicon Valley (Housing Trust):The Housing Trust, formerly the Housing Trust Fund of Santa Clara County (HTSCC), was created to provide additional financial resources to address the County’s affordable housing deficit. The Housing Trust’s mission is to make Silicon Valley a more affordable place to live. Loans and grants are issued to increase the supply of affordable housing, assist first-time home buyers, prevent homelessness and stabilize neighborhoods. Palo Alto was among the contributors during its founding and has continued to allocate funding. A provision was added to ensure the City’s funds be used exclusively for qualifying affordable housing projects within the City of Palo Alto. The most recent included $200,000 from the City’s Residential Housing Fund for Fiscal Year 2014/2015. Participation in the Housing Trust has increased the available housing funding for a number of Palo Alto Projects as summarized in the table below. In addition, the Housing Trust has invested over $100,000 assisting 16 households to purchase homes in Palo Alto through its first-time homebuyer program. Table 8 – Adjustments or Improvements to Affordable Housing Strategies 2015-2023 Housing Element Update: The Palo Alto Housing Element, which is part of the City’s Comprehensive Plan is the chief policy document describing the City’s housing needs and the policies and programs the City will use to meet those needs. The 2015-2023 Housing Element Update has been CAPER 15 OMB Control No: 2506-0117 (exp. 06/30/2018) certified by the California State Department of Housing and Community Development. Development Impact Fees for Housing: The City’s impact fees are comprised of four categories: Housing, traffic, community facilities, and Parkland dedication. The City recently completed Nexus Studies for Residential and Commercial Development. The studies served as a basis for an update to both residential and non-residential housing fees and became effective on June 19, 2017. The housing fee for non-residential development is $21.26 per square foot for retail and hotel uses. The fee for commercial uses increased to $36.53 per square foot. The fee rate applies to all net new commercial square footage on a site. Full payment is required at building permit issuance with some exemptions including hospitals and convalescent facilities, private education facilities, public facilities and private clubs, lodges and fraternal organizations. Actions taken to address obstacles to meeting underserved needs. 91.220(k); 91.320(j) The City’s CDBG program diligently works with other purveyors of funding to provide the most value per dollar. This is actualized by partnering with other City resources such as HSRAP and leveraging dollars invested in site acquisition for low-income housing with a multitude of other funding sources. However, Palo Alto is at a disadvantage in removing or eliminating obstacles to meeting underserved needs due to the consistently shrinking amount of CDBG funds available in recent years. To address this, the City supplements its CDBG funding with other resources and funds, such as: ·The City’s Human Service Resource Allocation Process (HSRAP) provides approximately $1,500,749 from the General Fund in support of human services. The HSRAP funds, in conjunction with the CDBG public service funds, are distributed to local non-profit agencies. ·The Palo Alto Commercial Housing Fund is used primarily to increase the number of new affordable housing units for Palo Alto’s work force. It is funded with mitigation fees required from developers of commercial and industrial projects. ·The Palo Alto Residential Housing Fund is funded with mitigation fees provided under Palo Alto’s BMR housing program from residential developers and money from other miscellaneous sources, such as proceeds from the sale or lease of City property. ·The City’s Below Market Rate Emergency Fund was authorized in 2002 to provide funding on an ongoing basis for loans to BMR owners for special assessment loans and for rehabilitation and preservation of the City’s stock of BMR ownership units. ·HOME Program funds are available on an annual competitive basis through the State of California HOME program, and the County’s HOME Consortium. CAPER 16 OMB Control No: 2506-0117 (exp. 06/30/2018) Actions taken to reduce lead-based paint hazards. 91.220(k); 91.320(j) Lead poisoning can cause permanent damage to the brain and many other organs, and can result in reduced intelligence and behavioral problems in young children. More than 80,000 children younger than 6 years old living in the United States have lead in their blood that is above the level of concern set by the Centers for Disease Control and Prevention (CDC). A significant number of these children are in families of low income and are living in old homes with heavy concentration of lead-based paint and lead-contaminated dust and soil in the environment. The City’s housing and CDBG staff provide information and referral to property owners, developers, and non-profit organizations rehabilitating older housing about lead-based paint hazards. There is no information that indicates lower income households are more likely to be exposed to lead paint hazards in Palo Alto than are families in the general population. The City’s 2015-2020 Consolidated Plan has a more detailed discussion of lead based paint in the City. Any house to be rehabilitated with City financial assistance is required to be inspected for the existence of lead paint and lead paint hazards. The City will provide financial assistance for the abatement of such hazards in units rehabilitated with City funding. Actions taken to reduce the number of poverty-level families. 91.220(k); 91.320(j) The City, in its continuing effort to reduce poverty, prioritized funding agencies that provide direct assistance to the homeless and those in danger of becoming homeless. In FY 2018-2019, these programs included the following: The Workforce Development Program provided a transition from unemployment and homelessness to regular employment and housing through case management, job training, mentoring, housing, and transportation assistance. -Downtown Streets Team is a nonprofit in the City that works to reduce homelessness through a “work first” model. Downtown Streets Team utilized their community connections to provide training and job opportunities to homeless people, specifically in the downtown area. The Downtown Streets Team has helped over 976 team members maintain employment for 90 days or more and housed 936 individuals, including 682 team members since its inception. The Downtown Streets Team has initiatives in Palo Alto, San Jose, Sunnyvale, San Francisco, Santa Cruz, San Rafael, Novato, Sacramento, West Sacramento, Modesto, Oakland, Berkeley and Hayward. As mentioned previously, the City provided LIFEMOVES OPPORTUNITY CENTER with $44,933 in CDBG funds in FY 18/19. The Opportunity Services Center provided services to homeless individuals and those at-risk of becoming homeless. Services include drop-in services, showers and laundry facilities, lockers, CAPER 17 OMB Control No: 2506-0117 (exp. 06/30/2018) light snacks, information and referral, transportation assistance, a clothes closet, medical and psychiatric screening and referral, inter-faith chaplaincy, and fellowship. During the program year 40 unduplicated individuals received monthly case management services including assistance with housing/job search, referral and mentoring; and 6,133 shelter nights were provided. Actions taken to develop institutional structure. 91.220(k); 91.320(j) The City is striving to improve intergovernmental and private sector cooperation to synergize efforts and resources and develop new revenues for community service needs and the production of affordable housing. Collaborative efforts include: · Regular quarterly meetings between entitlement jurisdictions at the CDBG Coordinators Meeting and Regional Housing Working Group · Joint jurisdiction Request for Proposals and project review committees. · Coordination on project management for projects funded by multiple jurisdictions. · HOME Consortium between member jurisdictions for affordable housing projects. Recent examples include the effort by the County to create a regional affordable housing fund, using former redevelopment funds that could be returned to the County to use for affordable housing. Another effort underway involves the possible use of former redevelopment funds to create a Countywide pool for homeless shelters and transitional housing. These interactions among agencies generate cohesive discussion and forums for bridging funding and service gaps on a regional scale. Actions taken to enhance coordination between public and private housing and social service agencies. 91.220(k); 91.320(j) The City benefits from a strong jurisdiction and region-wide network of housing and community development partners, such as the County and the CoC. To improve intergovernmental and private sector cooperation, the City will continue to participate with other local jurisdictions and developers in sharing information and resources. In addition to the actions listed above, the City will continue to coordinate with the City’s human services funding efforts to comprehensively address community needs. CAPER 18 OMB Control No: 2506-0117 (exp. 06/30/2018) Identify actions taken to overcome the effects of any impediments identified in the jurisdictions analysis of impediments to fair housing choice. 91.520(a) The City makes every effort to affirmatively further fair housing in compliance with the adopted Analysis of Impediments. During Fiscal Year 2018/2019, the City continued to support actions to affirmatively further fair housing through a subrecipient agreement with Project Sentinel, a non-profit organization dedicated to assisting individuals with housing problems discussed in detail below. The following is a list of actions taken to affirmatively further fair housing: • HCD has certified the City’s 2015-2023 Housing Element update • The City targeted the majority of its CDBG and local housing funds to increasing and preserving the supply of affordable housing • The Office of Human Services regularly met with the County of Santa Clara Housing Authority to place homeless individuals with section 8 vouchers • Affordable housing information and referral services were provided by the Office of Human Services During Fiscal Year 2018/2019, the City continued to support actions to affirmatively further fair housing choice through a subrecipient agreement with Project Sentinel, a non-profit organization dedicated to assisting individuals with housing problems. Project Sentinel responded to and investigated 15 cases of housing discrimination in Palo Alto during the fiscal year. CAPER 19 OMB Control No: 2506-0117 (exp. 06/30/2018) CR-40 - Monitoring 91.220 and 91.230 Describe the standards and procedures used to monitor activities carried out in furtherance of the plan and used to ensure long-term compliance with requirements of the programs involved, including minority business outreach and the comprehensive planning requirements Under the CDBG Program, the City conducts desk reviews and on-site monitoring of subrecipients. Last year the City completed on-site monitoring of five non-profit organizations. Since the City operates under a two-year funding cycle there are some subrecipients that receive funding for two years and are only required to have one on-site monitoring during this time. However, starting FY2017-18 the City Staff will conduct annual monitoring of the DownTown Streets Program due to the large amount of funding that the organization receives annually. Typically, subrecipients who have had trouble implementing projects or have been identified as having compliance issues in a previous monitoring are selected for the annual monitoring. There were no major deficiencies identified during the previous monitoring. The City will be conducting on-site monitoring of four subrecipients in September and October of 2019 consistent with the Subrecipient Monitoring Plan. Citizen Participation Plan 91.105(d); 91.115(d) Describe the efforts to provide citizens with reasonable notice and an opportunity to comment on performance reports. A notice regarding the availability of the draft CAPER was emailed to interested organization and persons. In addition, a notice informing the public of the availability of the CAPER was published in the Palo Alto Weekly on August 27, 2019. The draft CAPER was available for public review and comment for a 15-day period, beginning August 28, 2019 and concluding on September 12, 2019. Copies of the draft report were available at the City’s Planning Department reception desk, the Development Center, and on the CDBG website. Finally, the Human Relations Commission held a public hearing on Thursday, September 12, 2019 to take public comment and discuss the CAPER. The City Council will receive a copy of the final CAPER along with any public comments received in early October. CAPER 20 OMB Control No: 2506-0117 (exp. 06/30/2018) CR-45 - CDBG 91.520(c) Specify the nature of, and reasons for, any changes in the jurisdiction’s program objectives and indications of how the jurisdiction would change its programs as a result of its experiences. Not applicable. Does this Jurisdiction have any open Brownfields Economic Development Initiative (BEDI) grants? No [BEDI grantees] Describe accomplishments and program outcomes during the last year. CAPER 21 OMB Control No: 2506-0117 (exp. 06/30/2018) | APPENDICES | This page intentionally left blank | A - PUBLIC HEARING NOTICE Tuesday, August 27, 2019 Daily Post 19 Police BlotterDaily PostDaily PALO ALTO & MENLO PARK Private Piano Lessons ALL LEVELS - ALL AGES Experienced teacher Reasonable rates (650) 838-9772 Call Alita Lake at: Call to schedule FREE Introductory Session www.youtube.com/user/PianoStudio94301 www.paloaltoshell.com 2200 El Camino Real PALO ALTO (650) 857-1313 More than 40 years in Palo Alto! 2000 & Newer .....$28.50 1996 to 1999.......$38.50 1995 & Older ......$48.50 COUPON SMOG CHECK Plus Certificate Fee of $8.25. Most vehicles. Not valid with any other offer. By Appointment only, please call, email or $2850 $30 off Reg. Price What year is your vehicle pricing? drop by. Please present or mention this ad at the time of service. Larger vehicles extra. TTTTTTTTTIIIIIIIIIRRRRRRRRREEEEEEEEE RRRRRRRRROOOOOOOOOTTTTTTTTTAAAAAAAAATTTTTTTTTIIIIIIIIIOOOOOOOOONNNNNNNNNSSSSSSSSS &&&&&&&&& WWWWWWWWHHHHHHHHEEEEEEEEEEEEEEEELLLLLLLL AAAAAAAALLLLLLLLIIIIIIIIGGGGGGGGNNNNNNNNMMMMMMMMEEEEEEEENNNNNNNNTTTTTTTT CHECKS with the purchase of 4 tires (every 6k miles) Some restrictions apply. For the life of the tires. MEET OR BEAT TIRE PRICES! $20 off 4 WHEEL ALIGNMENT COUPON COUPON BRAKE SPECIAL Be sure you can stop to celebrate the Holidays $329 99 +tax, most vehicles, call for more details to see if your vehicle qualifies PER AXLE new rotors, pads & includes labor! Most vehicles, not valid with any other offer, some restrictions apply.$9499 AC PERFORMANCE CHECK PLUS FREON IF NEEDED Includes evacuate, vacuum test, and charge system R134a refrigerant, Most vehicles, by appointment only, not valid with any other offer or discount, some restrictions apply. 1941 El Camino Real - San Mateo (650) 574-0505 www.heidipies.com $16.99 Value Two pies maximum. Must Present ad. $1$$1$1$$$$1$$$$$$$$$$$1$$1$1$1$$$$$$$$$$$$$$$$$$$$$$$1$$$$$$ TwTwTwTwTwTTTTTTTwTTTwwTTwwTTwTTTTwTTwTTTTwTwTwTwTwTTTTTTTTwTwwTTwTwwTo MuMuMuMuMMuMuMMuMMuMMuMuMMMuMuMuMMuMMMuMuMuMuMMuMMMMuMMuMuMuMuMuMuMuuMMuMMMMMMuMMMMuMM BREAKFAST • LUNCH • DINNER OPEN24HOURS $799 each Offer Good: August 30th, August 31st & September 1st Labor Day Apple Pie! NOTICE OF PUBLIC REVIEW AND COMMENT PERIOD FOR PALO ALTO’S CONSOLIDATED ANNUAL PERFORMANCE AND EVALUATION REPORT FOR THE PERIOD JULY 1, 2018 TO JUNE 30, 2019 Notice is hereby given that the City of Palo Alto has completed a draft performance report for the Community Development Block Grant (CDBG) Program for Fiscal Year 2018-19. The Draft Consolidated Annual Performance and Evaluation Report (CAPER) is available for public review and comment prior to its submittal to the U.S. Department of Housing and Urban Development. The CAPER represents the fourth year of the City’s Five-Year Consolidated plan covering the period 2015-2020, and covers the accomplishments under the CDBG program for WKHSHULRG-XO\WR-XQH ,WFRQVLVWVRIVSHFLÀFSURJUDPQDUUDWLYHVDQ assessment of annual performance, and an assessment of progress toward meeting goals and objectives contained in the Consolidated Plan. Public Review and Comment Period: The draft CAPER will be available for public review and comment for a 15-day period, beginning on Wednesday, August 28, 2019 and concluding at 5:00 p.m. on Thursday, September 12, 2019. Written comments may be submitted during the review period and should be sent to the City of Palo Alto, Department of Planning and Community Environment, Attention: Erum Maqbool, CDBG Staff Specialist 250 Hamilton Avenue, 5th Floor, Palo Alto, CA 94301. Comments can also be submitted via e-mail to erum.maqbool@cityofpaloalto.org. Public Hearing: The Human Relations Commission will hold a public hearing to take public comment on the draft CAPER on Thursday, September 12, 2019. The Public Hearing will be held at 7:00 p.m., or as soon as possible thereafter, in the Palo Alto City Hall Community Meeting Room, 250 Hamilton Avenue, Palo Alto. To Obtain a Copy of the CAPER: Copies are available at the Planning Department reception desk, City Hall, 250 Hamilton Avenue, 5th Floor, the Development Center located at 285 Hamilton Avenue during regular business hours, by calling (650) 329- 2660, or visiting the City’s CDBG website: https://www.cityofpaloalto.org/gov/depts/pln/ long_range_planning/community_development_block_grant/default.asp Persons with disabilities who require auxiliary aids or services in using City facilities, services or programs, or who would like information on the City’s compliance with the Americans with Disabilities Act (ADA) of 1990, may contact: ADA Coordinator, City of Palo Alto, 650-329-2550 (Voice) ada@cityofpaloalto.org 10:43 p.m. — Steve Rueda, 61, of San Mateo, cited for possession of drug paraphernalia, El Camino and Morse Blvd. 11:08 p.m. — DUI suspect arrested and released to detox center, El Camino and White Oak Way. WOODSIDE AUG. 14 5:31 p.m. — Michael Duane Burr, 50, of San Jose, cited for driving with a suspended or revoked license, Park and Ride. 7:30 p.m. — ID theft, 3100 block of Woodside Road. REDWOOD CITY JUNE 17 JEANINE SHERICE HARRIS, 37, arrested on a warrant, Veterans Blvd. and Brewster. MARVINUS EZEKIEL CLARK, 44, arrested for a probation violation, El Camino and Brewster. NOE FARIASCABRERA, 34, arrested for DUI and hit and run, 3600 block of Farm Hill Blvd. ADOLFO VILLA, 42, cited for possession of drug paraphernalia, Douglas Court and East Bayshore Road. SHANNON ELIZABETH KOLAK, 27, cited for possession of drugs, 100 block of Seaport Blvd. ROLAND LEROY LAUGHLIN, 60, arrested on a warrant, Stafford St. and Whipple Ave. JUNE 18 MICHAEL MEYERS, 33, arrested on a warrant, 1300 block of Marshall St. SERGIO ENRIQUE BUSTAMANTE, 42, cited for possession of drugs, 1000 block of Veterans Blvd. NICHOLAS DRYDEN, 39, arrested for public drunkenness, C St. FRIDAY 2:54 a.m. — Woman charging her phone in the courtyard is refusing to leave, Broadway. 8:27 a.m. — Threats reported, Duane St. 9:40 a.m. — Arrest made after a man spat at a clerk, El Camino. 9:43 a.m. — Man keeps coming into the store and stealing king crabs, Jefferson Ave. 10:11 a.m. — Arrest made for domestic violence, no location given. 10:41 a.m. — Arrest made, El Camino. 1:57 p.m. — Parking meter lock broken, Jefferson Ave. 2:05 p.m. — Items stolen from a locker, Broadway. 2:27 p.m. — Woman in a computer lab making unwanted sexual comments to employees, Middlefi eld Road. 4:17 p.m. — Dodge Ram stolen, Spring St. 4:19 p.m. — Citation issued for trespassing, Jefferson Ave. 4:27 p.m. — Arrest made, Whipple Ave. 8:04 p.m. — Man walking around with a gun tucked in his waistband, Douglas Court. 8:35 p.m. — License plate stolen, Lancaster Way. 10:11 p.m. — Theft reported, Brewster Ave. BELMONT THURSDAY 2:28 p.m. — Victim of a scam keeps getting harassed for more money, Monserat Ave. FRIDAY 9:03 a.m. — Complaint about trash can storage, Yosemite Drive. 3:33 p.m. — Argument, and possibly a fi ght between two men in the parking lot of the high school, large group of kids standing around, Alameda de las Pulgas. 8:54 p.m. — New resident believes that someone is moving their items and using their bathroom, Walternire St. SATURDAY 8:54 a.m. — Trespasser, Coronet Blvd. 12:29 p.m. — Checks stolen out of vehicle, Emmett Ave. 9:58 p.m. — Hotel room burglarized, El Camino. SUNDAY 10:48 a.m. — Theft, El Camino. 3:23 p.m. — Small fi re in a backyard, Muir Way. | B - IDIS REPORTS | This page intentionally left blank | IDIS REPORTS SUMMARY OF ACTIVITIES (CO4PR03) PROGRAM YEAR 2018 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 1 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 1 of 25 294 - City of Palo AltoIDIS Activity: Project:0007 - City of Palo Alto PGM Year:2017 Description: General Program Administration (21A)Matrix Code: Objective: Outcome: Open , National Objective: Status: Location: Administer the Administrative costs for the overall management, coordination, and evaluation of the CDBG program, and the project delivery costs associated with bringing projects to completion. 01/10/2018Initial Funding Date: Financing Fund Type Grant Year Grant Funded Amount Drawn In Program Year Drawn Thru Program Year Total CDBG EN PI Total 2015 2016 2018 B15MC060020 B16MC060020 B18MC060020 $4,151.79 $0.00 $4,151.79 $19,807.17 ($14,000.00)$19,807.17 $14,000.00 $14,000.00 $14,000.00 $44,501.04 $0.00 $44,501.04 $82,460.00 $0.00 $82,460.00 Proposed Accomplishments Number assisted: Actual Accomplishments Person Hispanic 0 White: Black/African American: Total: Asian: American Indian/Alaskan Native: Native Hawaiian/Other Pacific Islander: American Indian/Alaskan Native & White: Asian White: Black/African American & White: American Indian/Alaskan Native & Black/African American: Other multi-racial: Asian/Pacific Islander: Hispanic: Owner Total Hispanic 0 0 Renter Total Hispanic 0 0 Total Total Hispanic Total 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 2 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 2 of 25 Female-headed Households:0 Income Category: Low Mod Moderate Extremely Low Non Low Moderate Total Percent Low/Mod Owner 0 Renter 0 Total 0 0 0 0 0 Person 0 Annual Accomplishments No data returned for this view. This might be because the applied filter excludes all data. 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 3 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 3 of 25 299 - Long Term Care Ombudsman ProgramIDIS Activity: Project:0002 - Catholic Charities PGM Year:2018 Description: Senior Services (05A)Matrix Code: Availability/accessibility Create suitable living environmentsObjective: Outcome: Open 2625 Zanker Rd Ste 200 San Jose, CA 95134-2130 National Objective:LMC Status: Location: Catholic Charities will operate their long term ombudsman program at various skilled nursing facilities in Palo Alto. 11/02/2018Initial Funding Date: Financing Fund Type Grant Year Grant Funded Amount Drawn In Program Year Drawn Thru Program Year Total CDBG EN PI Total 2017 B17MC060020 $4,860.52 $4,860.52 $4,860.52 $4,717.94 $4,717.94 $4,717.94 $9,578.46 $9,578.46 $9,578.46 Proposed Accomplishments People (General) : 236 Number assisted: Actual Accomplishments Person Hispanic 0 0 0 0 0 0 0 0 0 0 0 0 11 11 White: Black/African American: Total: Asian: American Indian/Alaskan Native: Native Hawaiian/Other Pacific Islander: American Indian/Alaskan Native & White: Asian White: Black/African American & White: American Indian/Alaskan Native & Black/African American: Other multi-racial: Asian/Pacific Islander: Hispanic: Owner Total Hispanic 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Renter Total Hispanic 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Total Total Hispanic Total 393 16 39 0 0 0 0 0 0 6 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 454 Female-headed Households:0 0 0 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 4 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 4 of 25 Income Category: Low Mod Moderate Extremely Low Non Low Moderate Total Percent Low/Mod Owner 0 0 0 0 0 Renter 0 0 0 0 0 Total 0 0 0 0 0 Person 66 192 196 0 454 100.0% Annual Accomplishments Years Accomplishment Narrative # Benefitting 2018 454 elderly residents were visited at one of three Palo Alto long-term facilities that serve low-income residents: Lytton Gardens, Palo AltoNursing Center and Lytton Gardens Community Care. The program investigated 47 complaints on behalf of low-income residents. 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 5 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 5 of 25 300 - Opportunity Services CenterIDIS Activity: Project:0003 - LifeMoves PGM Year:2018 Description: Other Public Services Not Listed in 05A-05Y, 03T (05Z) Matrix Code: Availability/accessibility Create suitable living environmentsObjective: Outcome: Open 33 Encina Ave Palo Alto, CA 94301-2300 National Objective:LMC Status: Location: LifeMoves provides basic necessities for persons who are homeless or at-risk of becoming homeless. The Opportunity Services Center is a comprehensive,one-stop, multi-service, day drop-in center that provides critical services. 01/11/2019Initial Funding Date: Financing Fund Type Grant Year Grant Funded Amount Drawn In Program Year Drawn Thru Program Year Total CDBG EN PI Total 2017 B17MC060020 $20,025.86 $20,025.86 $20,025.86 $24,907.14 $24,907.14 $24,907.14 $44,933.00 $44,933.00 $44,933.00 Proposed Accomplishments People (General) : 349 Number assisted: Actual Accomplishments Person Hispanic 0 2 0 14 9 0 0 0 0 0 1 11 70 107 White: Black/African American: Total: Asian: American Indian/Alaskan Native: Native Hawaiian/Other Pacific Islander: American Indian/Alaskan Native & White: Asian White: Black/African American & White: American Indian/Alaskan Native & Black/African American: Other multi-racial: Asian/Pacific Islander: Hispanic: Owner Total Hispanic 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Renter Total Hispanic 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Total Total Hispanic Total 182 85 23 18 5 14 2 3 0 17 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 349 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 6 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 6 of 25 Female-headed Households:0 0 0 Income Category: Low Mod Moderate Extremely Low Non Low Moderate Total Percent Low/Mod Owner 0 0 0 0 0 Renter 0 0 0 0 0 Total 0 0 0 0 0 Person 346 3 0 0 349 100.0% Annual Accomplishments Years Accomplishment Narrative # Benefitting 2018 The Opportunity Services Center served a total of 349 unduplicated individuals and provided 6,133 shelter nights to homeless persons. In addition, 40 unduplicated individuals received case management,housing/job search, referral and mentoring services in the first half of FY 2018- 19. 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 7 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 7 of 25 301 - Workforce Development ProgramIDIS Activity: Project:0008 - Downtown Streets Inc. PGM Year:2018 Description: Employment Training (05H)Matrix Code: Availability/accessibility Create economic opportunitiesObjective: Outcome: Open 1671 The Alameda Ste 306 San Jose, CA 95126-2222 National Objective:LMC Status: Location: The Workforce Development Program will provide a transition from unemployment and homelessness to regular employment and housing through case management, job training, mentoring, housing, and transportation assistance. Downtown Streets Team will screen and prepare applicants and will use their community connections to provide training and job opportunities. 01/11/2019Initial Funding Date: Financing Fund Type Grant Year Grant Funded Amount Drawn In Program Year Drawn Thru Program Year Total CDBG EN PI Total 2016 2017 2018 B16MC060020 B17MC060020 B18MC060020 $69,658.95 $69,658.95 $69,658.95 $132,470.71 $132,470.71 $132,470.71 $121,125.97 $121,125.97 $121,125.97 $3,756.72 $3,756.72 $3,756.72 $327,012.35 $327,012.35 $327,012.35 Proposed Accomplishments People (General) : 30 Number assisted: Actual Accomplishments Person Hispanic 0 0 1 0 0 0 0 0 0 3 3White: Black/African American: Asian: American Indian/Alaskan Native: Native Hawaiian/Other Pacific Islander: American Indian/Alaskan Native & White: Asian White: Black/African American & White: American Indian/Alaskan Native & Black/African American: Other multi-racial: Asian/Pacific Islander: Owner Total Hispanic 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Renter Total Hispanic 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Total Total Hispanic Total 14 6 1 1 0 0 0 0 0 8 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 8 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 8 of 25 0 0 7Total: Hispanic: 0 0 0 0 0 0 0 0 0 0 0 0 30 Female-headed Households:0 0 0 Income Category: Low Mod Moderate Extremely Low Non Low Moderate Total Percent Low/Mod Owner 0 0 0 0 0 Renter 0 0 0 0 0 Total 0 0 0 0 0 Person 30 0 0 0 30 100.0% Annual Accomplishments Years Accomplishment Narrative # Benefitting 2018 During FY 2018-19, the program has placed 30 individuals into regular employment. 29 local employers are willing to hire Downtown Streets team participants and about 88.5% of employers retained their new employees beyond the three months mark. 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 9 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 9 of 25 302 - SRO Resident Support ServicesIDIS Activity: Project:0004 - PAHC Management & Services Corporation PGM Year:2018 Description: Other Public Services Not Listed in 05A-05Y, 03T (05Z) Matrix Code: Availability/accessibility Create suitable living environmentsObjective: Outcome: Open 2595 E Bayshore Rd Ste 200 Palo Alto, CA 94303-3240 National Objective:LMC Status: Location: PAHC Management & Services Corporation will provide counseling and supportive case management services for low-income residents of single room occupancy facilities in order to help them maintain housing stability. 01/11/2019Initial Funding Date: Financing Fund Type Grant Year Grant Funded Amount Drawn In Program Year Drawn Thru Program Year Total CDBG EN PI Total 2017 B17MC060020 $7,733.25 $7,733.25 $7,733.25 $23,199.75 $23,199.75 $23,199.75 $30,933.00 $30,933.00 $30,933.00 Proposed Accomplishments People (General) : 132 Number assisted: Actual Accomplishments Person Hispanic 0 0 0 0 0 0 0 0 0 0 0 0 20 20 White: Black/African American: Total: Asian: American Indian/Alaskan Native: Native Hawaiian/Other Pacific Islander: American Indian/Alaskan Native & White: Asian White: Black/African American & White: American Indian/Alaskan Native & Black/African American: Other multi-racial: Asian/Pacific Islander: Hispanic: Owner Total Hispanic 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Renter Total Hispanic 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Total Total Hispanic Total 82 40 15 0 2 0 0 2 1 11 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 153 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 10 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 10 of 25 Female-headed Households:0 0 0 Income Category: Low Mod Moderate Extremely Low Non Low Moderate Total Percent Low/Mod Owner 0 0 0 0 0 Renter 0 0 0 0 0 Total 0 0 0 0 0 Person 94 59 0 0 153 100.0% Annual Accomplishments Years Accomplishment Narrative # Benefitting 2018 PAHC Management & Services Corporation will provided support services to 153 unduplicated Palo Alto residents. 23 at-risk residents retain their housing and 45 extremely low-income residents have improved food security. 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 11 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 11 of 25 303 - Housing and Emergency Services for Persons with DisabilitiesIDIS Activity: Project:0001 - Silicon Valley Independent Living Center PGM Year:2018 Description: Services for Persons with Disabilities (05B) Matrix Code: Availability/accessibility Create suitable living environmentsObjective: Outcome: Open 2202 N 1st St San Jose, CA 95131-2007 National Objective:LMC Status: Location: Silicon Valley Independent Living Center provides assistance for individuals with disabilities and their families to transition from homelessness, health care facilities, unstable or temporary housing to permanent affordable, accessible, integrated housing with emergency assistance, security deposits, rent, information & referral, and other basic essentials. 01/11/2019Initial Funding Date: Financing Fund Type Grant Year Grant Funded Amount Drawn In Program Year Drawn Thru Program Year Total CDBG EN PI Total 2017 2018 B17MC060020 B18MC060020 $1,262.00 $1,262.00 $1,262.00 $1.01 $1.01 $1.01 $3,768.99 $3,768.99 $3,768.99 $5,032.00 $5,032.00 $5,032.00 Proposed Accomplishments People (General) : 15 Number assisted: Actual Accomplishments Person Hispanic 0 2 0 0 0 2 0 0 0 0 0 0 11 15 White: Black/African American: Total: Asian: American Indian/Alaskan Native: Native Hawaiian/Other Pacific Islander: American Indian/Alaskan Native & White: Asian White: Black/African American & White: American Indian/Alaskan Native & Black/African American: Other multi-racial: Asian/Pacific Islander: Hispanic: Owner Total Hispanic 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Renter Total Hispanic 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Total Total Hispanic Total 20 12 4 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 36 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 12 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 12 of 25 Female-headed Households:0 0 0 Income Category: Low Mod Moderate Extremely Low Non Low Moderate Total Percent Low/Mod Owner 0 0 0 0 0 Renter 0 0 0 0 0 Total 0 0 0 0 0 Person 36 0 0 0 36 100.0% Annual Accomplishments Years Accomplishment Narrative # Benefitting 2018 SVILC has developed an independent living plan for housing for 36 unduplicated Palo Alto residents. 104 Palo Alto residents have been provided with Information and Referral Assistance. 97 Palo Alto residents have attended a Housing Workshop conducted by SVILC in FY 2018- 19. 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 13 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 13 of 25 306 - Domestic Violence Services ProgramIDIS Activity: Project:0005 - YWCA of Silicon Valley PGM Year:2018 Description: Services for victims of domestic violence, dating violence, sexual assault or stalking (05G) Matrix Code: Availability/accessibility Create suitable living environmentsObjective: Outcome: Open 375 S 3rd St San Jose, CA 95112-3649 National Objective:LMC Status: Location: YWCA will provide individuals and families experiencing domestic violence, the program provides a bilingual domestic violence hotline, an emergency shelter, crisis counseling, legal assistance, court accompaniment, individual and group therapy, support groups, children therapy groups, preventative education, safety planning and community referrals. 01/11/2019Initial Funding Date: Financing Fund Type Grant Year Grant Funded Amount Drawn In Program Year Drawn Thru Program Year Total CDBG EN PI Total 2017 B17MC060020 $4,632.93 $4,632.93 $4,632.93 $4,765.08 $4,765.08 $4,765.08 $9,398.01 $9,398.01 $9,398.01 Proposed Accomplishments People (General) : 20 Number assisted: Actual Accomplishments Person Hispanic 0 0 0 0 0 0 0 0 0 0 0 0 2 2 White: Black/African American: Total: Asian: American Indian/Alaskan Native: Native Hawaiian/Other Pacific Islander: American Indian/Alaskan Native & White: Asian White: Black/African American & White: American Indian/Alaskan Native & Black/African American: Other multi-racial: Asian/Pacific Islander: Hispanic: Owner Total Hispanic 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Renter Total Hispanic 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Total Total Hispanic Total 4 4 4 0 0 0 0 0 0 2 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 14 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 14 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 14 of 25 Female-headed Households:0 0 0 Income Category: Low Mod Moderate Extremely Low Non Low Moderate Total Percent Low/Mod Owner 0 0 0 0 0 Renter 0 0 0 0 0 Total 0 0 0 0 0 Person 14 0 0 0 14 100.0% Annual Accomplishments Years Accomplishment Narrative # Benefitting 2018 14 unduplicated clients with vital support services were provided.In addition, 30 Palo Alto residents with crisis line assistance, including crisis counseling, safety planning and information and referral. 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 15 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 15 of 25 308 - Fair Housing ServicesIDIS Activity: Project:0006 - Project Sentinel PGM Year:2018 Description: Fair Housing Activities (subject to 20% Admin Cap) (21D) Matrix Code: Objective: Outcome: Open , National Objective: Status: Location: Project Sentinel will provide community education and outreach regarding fair housing law and practices, investigation, counseling and legal referral for victims of housing discrimination, and analyses for City staff and officials regarding fair housing practices. California and federal fair housing laws assure specific protected classes the right to be treated in terms of their individual merits and qualifications in seeking housing. 01/11/2019Initial Funding Date: Financing Fund Type Grant Year Grant Funded Amount Drawn In Program Year Drawn Thru Program Year Total CDBG EN PI Total 2017 B17MC060020 $11,663.25 $11,663.25 $11,663.25 $21,874.99 $21,874.99 $21,874.99 $33,538.24 $33,538.24 $33,538.24 Proposed Accomplishments Number assisted: Actual Accomplishments Person Hispanic 0 White: Black/African American: Total: Asian: American Indian/Alaskan Native: Native Hawaiian/Other Pacific Islander: American Indian/Alaskan Native & White: Asian White: Black/African American & White: American Indian/Alaskan Native & Black/African American: Other multi-racial: Asian/Pacific Islander: Hispanic: Owner Total Hispanic 0 0 Renter Total Hispanic 0 0 Total Total Hispanic Total 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 16 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 16 of 25 Female-headed Households:0 Income Category: Low Mod Moderate Extremely Low Non Low Moderate Total Percent Low/Mod Owner 0 Renter 0 Total 0 0 0 0 0 Person 0 Annual Accomplishments No data returned for this view. This might be because the applied filter excludes all data. 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 17 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 17 of 25 312 - City of Palo AltoIDIS Activity: Project:0007 - City of Palo Alto PGM Year:2018 Description: General Program Administration (21A)Matrix Code: Objective: Outcome: Open , National Objective: Status: Location: Administer the administrative costs for the overall management, coordination, and evaluation of the CDBG program, and the project delivery costs associated with bringing projects to completion. 01/11/2019Initial Funding Date: Financing Fund Type Grant Year Grant Funded Amount Drawn In Program Year Drawn Thru Program Year Total CDBG EN PI Total 2017 2018 B17MC060020 B18MC060020 $15,074.72 $15,074.72 $15,074.72 $17,833.10 $17,833.10 $17,833.10 $50,085.72 $50,085.72 $50,085.72 $82,993.54 $82,993.54 $82,993.54 Proposed Accomplishments Number assisted: Actual Accomplishments Person Hispanic 0 White: Black/African American: Total: Asian: American Indian/Alaskan Native: Native Hawaiian/Other Pacific Islander: American Indian/Alaskan Native & White: Asian White: Black/African American & White: American Indian/Alaskan Native & Black/African American: Other multi-racial: Asian/Pacific Islander: Hispanic: Owner Total Hispanic 0 0 Renter Total Hispanic 0 0 Total Total Hispanic Total 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 18 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 18 of 25 Female-headed Households:0 Income Category: Low Mod Moderate Extremely Low Non Low Moderate Total Percent Low/Mod Owner 0 Renter 0 Total 0 0 0 0 0 Person 0 Annual Accomplishments No data returned for this view. This might be because the applied filter excludes all data. 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 19 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 19 of 25 313 - Opportunity Center RehabilitationIDIS Activity: Project:0009 - Community Working Group - Opportunity Center Rehabilitation PGM Year:2017 Description: Rehab; Multi-Unit Residential (14B)Matrix Code: Sustainability Provide decent affordable housingObjective: Outcome: Open 33 Encina Ave Palo Alto Palo Alto, CA 94301-2300 National Objective:LMH Status: Location: The proposed project will permit full repainting of the exterior surfaces of the Opportunity Center, in order to prevent weather related damage of the residential housing facility. 01/30/2019Initial Funding Date: Financing Fund Type Grant Year Grant Funded Amount Drawn In Program Year Drawn Thru Program Year Total CDBG EN Total 2017 B17MC060020 $220,000.00 $220,000.00 $220,000.00 $220,000.00 $220,000.00 $220,000.00 Proposed Accomplishments Housing Units : 88 Number assisted: Actual Accomplishments Person Hispanic 0 0 0 0 0 0 0 0 0 0 0 0 0 0 White: Black/African American: Total: Asian: American Indian/Alaskan Native: Native Hawaiian/Other Pacific Islander: American Indian/Alaskan Native & White: Asian White: Black/African American & White: American Indian/Alaskan Native & Black/African American: Other multi-racial: Asian/Pacific Islander: Hispanic: Owner Total Hispanic 36 0 23 0 88 0 7 0 0 0 1 0 0 0 0 0 0 0 0 0 21 0 0 0 0 0 Renter Total Hispanic 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Total Total Hispanic Total 0 0 0 0 0 0 0 0 0 0 0 36 23 7 0 1 0 0 0 0 21 0 0 0 0 0 0 0 0 0 0 0 0 0 0 88 0 0 Female-headed Households:88 0 88 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 20 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 20 of 25 Income Category: Low Mod Moderate Extremely Low Non Low Moderate Total Percent Low/Mod Owner 77 9 2 0 88 100.0% Renter 0 0 0 0 0 Total 77 9 2 0 88 100.0% Person 0 0 0 0 0 Annual Accomplishments Years Accomplishment Narrative # Benefitting 2017 The project consisted of repainting all of the exterior of the building. It has 88 units of low, very low and extremely low income residents for bothindividual and families. The exterior painting was needed since the building had not been repainted since it was built 12 years ago. 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 21 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 21 of 25 314 - Minor Home Repair ProgramIDIS Activity: Project:0010 - Minor Repair Program PGM Year:2017 Description: Rehab; Single-Unit Residential (14A)Matrix Code: Availability/accessibility Provide decent affordable housingObjective: Outcome: Open 250 Hamilton Ave CA Palo Alto, CA 94301-2531 National Objective:LMH Status: Location: The Minor Home Repair Program will provide grants to income qualified, owner-occupied households to make repairs necessary to provide safe and decent housing and ultimately to preserve the City's affordable housing stock. 01/31/2019Initial Funding Date: Financing No data returned for this view. This might be because the applied filter excludes all data. Proposed Accomplishments Housing Units : 8 Number assisted: Actual Accomplishments Person Hispanic 0 0 0 0 0 0 0 0 0 0 0White: Black/African American: Asian: American Indian/Alaskan Native: Native Hawaiian/Other Pacific Islander: American Indian/Alaskan Native & White: Asian White: Black/African American & White: American Indian/Alaskan Native & Black/African American: Other multi-racial: Asian/Pacific Islander: Owner Total Hispanic 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Renter Total Hispanic 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Total Total Hispanic Total 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 22 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 22 of 25 0 0 0Total: Hispanic: 0 0 0 0 0 0 0 0 0 0 0 0 0 Female-headed Households:0 0 0 Income Category: Low Mod Moderate Extremely Low Non Low Moderate Total Percent Low/Mod Owner 0 0 0 0 0 Renter 0 0 0 0 0 Total 0 0 0 0 0 Person 0 0 0 0 0 Annual Accomplishments No data returned for this view. This might be because the applied filter excludes all data. 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 23 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 23 of 25 315 - Minor Home Repair ProgramIDIS Activity: Project:0009 - Minor Repair Program PGM Year:2018 Description: Rehab; Single-Unit Residential (14A)Matrix Code: Availability/accessibility Provide decent affordable housingObjective: Outcome: Open 250 Hamilton Ave CA Palo Alto, CA 94301-2531 National Objective:LMH Status: Location: The Minor Home Repair Program will provide grants to income qualified, owner-occupied households to make repairs necessary to provide safe and decent housing and ultimately to preserve the City's affordable housing stock. 01/31/2019Initial Funding Date: Financing Fund Type Grant Year Grant Funded Amount Drawn In Program Year Drawn Thru Program Year Total CDBG EN PI Total 2016 2017 2018 B16MC060020 B17MC060020 B18MC060020 $14,000.00 $14,000.00 $14,000.00 $18,585.76 $18,585.76 $18,585.76 $27,819.16 $27,819.16 $27,819.16 $6,297.53 $6,297.53 $6,297.53 $66,702.45 $66,702.45 $66,702.45 Proposed Accomplishments Housing Units : 8 Number assisted: Actual Accomplishments Person Hispanic 0 0 0 0 0 0 0 0 0 0 0 0 0White: Black/African American: Asian: American Indian/Alaskan Native: Native Hawaiian/Other Pacific Islander: American Indian/Alaskan Native & White: Asian White: Black/African American & White: American Indian/Alaskan Native & Black/African American: Other multi-racial: Asian/Pacific Islander: Hispanic: Owner Total Hispanic 3 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 Renter Total Hispanic 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Total Total Hispanic Total 0 0 0 0 0 0 0 0 0 0 0 3 0 1 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 24 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 24 of 25 0Total:5 0 0 0 5 0 0 Female-headed Households:4 0 4 Income Category: Low Mod Moderate Extremely Low Non Low Moderate Total Percent Low/Mod Owner 2 3 0 0 5 100.0% Renter 0 0 0 0 0 Total 2 3 0 0 5 100.0% Person 0 0 0 0 0 Annual Accomplishments Years Accomplishment Narrative # Benefitting 2018 Through this program, critical low-cost repairs were completed in 5 Palo Alto households. 12-Sep-2019U.S. Department of Housing and Urban Development 19:09 25 Date: Time: Page: Office of Community Planning and Development Integrated Disbursement and Information System CDBG Activity Summary Report (GPR) for Program Year 2018 PALO ALTO Page:PR03 - PALO ALTO 25 of 25 $912,581.05 $830,121.05 $912,581.05 Total Funded Amount: Total Drawn In Program Year: Total Drawn Thru Program Year: | IDIS REPORTS SUMMARY OF CONSOLIDATED PLAN PROJECTS (CO4PR06) PROGRAM YEAR 2018 U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT OFFICE OF COMMUNITY PLANNING AND DEVELOPMENT PR06 - Summary of Consolidated Plan Projects for Report Year DATE: 9/12/2019 TIME: 7:20:16 PM PAGE: 1/2 IDIS 1/2 PlanYear IDISProject Project Title and Description Program Metrics ProjectEstimate CommitedAmount Amount DrawnThru ReportYear AmountAvailable toDraw 2018 1 2 3 4 5 6 7 8 9 10 Silicon Valley Independent Living Center Catholic Charities LifeMoves PAHC Management & Services Corporation YWCA of Silicon Valley Project Sentinel City of Palo Alto Downtown Streets Inc. Minor Repair Program Minor Home Repair Program Housing and Emergency Housing Services Long-Term Care Ombudsman Program Opportunity Services Center SRO Resident Support Services Domestic Violence Services Fair Housing Services Planning and Administration Workforce Development Program The Minor Repair Program will provide funds to address health and safety and accessibility concerns for income qualified Palo Alto homeowners. To participate in the program, a homeowner must be lowincome. The Minor Home Repair Program willprovide funds to address health and safetyand accessibility concerns for income qualified Palo Alto homeowners. To participate in the program, a homeowner must be low income. CDBG CDBG CDBG CDBG CDBG CDBG CDBG CDBG CDBG CDBG $5,032.00 $5,032.00 $5,032.00 $0.00 $10,000.00 $9,578.46 $9,578.46 $0.00 $44,933.00 $44,933.00 $44,933.00 $0.00 $30,933.00 $30,933.00 $30,933.00 $0.00 $10,000.00 $9,398.01 $9,398.01 $0.00 $33,698.00 $33,538.24 $33,538.24 $0.00 $85,000.00 $82,993.54 $82,993.54 $0.00 $336,400.00 $327,012.35 $327,012.35 $0.00 $114,438.00 $66,702.45 $66,702.45 $0.00 $114,438.00 $0.00 $0.00 $0.00 U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT OFFICE OF COMMUNITY PLANNING AND DEVELOPMENT PR06 - Summary of Consolidated Plan Projects for Report Year DATE: 9/12/2019 TIME: 7:20:16 PM PAGE: 2/2 IDIS 2/2 PlanYear IDISProject Project Title and Description Program Metrics AmountDrawn inReport Year 2018 1 2 3 4 5 6 7 8 9 10 Silicon Valley Independent Living Center Catholic Charities LifeMoves PAHC Management & Services Corporation YWCA of Silicon Valley Project Sentinel City of Palo Alto Downtown Streets Inc. Minor Repair Program Minor Home Repair Program Housing and Emergency Housing Services Long-Term Care Ombudsman Program Opportunity Services Center SRO Resident Support Services Domestic Violence Services Fair Housing Services Planning and Administration Workforce Development Program The Minor Repair Program will provide funds to address health and safety and accessibility concerns for income qualified Palo Alto homeowners. To participate in the program, a homeowner must be lowincome. The Minor Home Repair Program willprovide funds to address health and safetyand accessibility concerns for income qualified Palo Alto homeowners. To participate in the program, a homeowner must be low income. CDBG CDBG CDBG CDBG CDBG CDBG CDBG CDBG CDBG CDBG $5,032.00 $9,578.46 $44,933.00 $30,933.00 $9,398.01 $33,538.24 $82,993.54 $327,012.35 $66,702.45 $0.00 | IDIS REPORTS SUMMARY OF ACCOMPLISHMENTS REPORT (CO4PR23) PROGRAM YEAR 2018 U.S. Department of Housing and Urban Development Office of Community Planning and Development Integrated Disbursement and Information System DATE: TIME: PAGE:1 19:26 09-12-19 CDBG Summary of Accomplishments Program Year: 2018 PALO ALTO Activity Group Activity Category f Metrics Open Count Open Activities Disbursed Completed Count Completed Activities Disbursed Program Year Count Total Activities Disbursed Housing Public Services General Administration and Planning Grand Total Rehab; Single-Unit Residential (14A) Rehab; Multi-Unit Residential (14B) Total Housing Senior Services (05A) Services for Persons with Disabilities (05B) Services for victims of domestic violence, dating violence, sexualassault or stalking (05G) Employment Training (05H) Other Public Services Not Listed in 05A-05Y, 03T (05Z) Total Public Services General Program Administration (21A) Fair Housing Activities (subject to 20%Admin Cap) (21D) Total General Administration and Planning 0 0 0 0 0 0 0 0 0 2 $66,702.45 0 $0.00 2 $66,702.45 1 $220,000.00 0 $0.00 1 $220,000.00 3 $286,702.45 0 $0.00 3 $286,702.45 1 $9,578.46 0 $0.00 1 $9,578.46 1 $5,032.00 0 $0.00 1 $5,032.00 1 $9,398.01 0 $0.00 1 $9,398.01 1 $327,012.35 0 $0.00 1 $327,012.35 2 $75,866.00 0 $0.00 2 $75,866.00 6 $426,886.82 0 $0.00 6 $426,886.82 2 $82,993.54 0 $0.00 2 $82,993.54 1 $33,538.24 0 $0.00 1 $33,538.24 3 $116,531.78 0 $0.00 3 $116,531.78 12 $830,121.05 0 $0.00 12 $830,121.05 Count of CDBG Activities with Disbursements by Activity Group & Matrix Code U.S. Department of Housing and Urban Development Office of Community Planning and Development Integrated Disbursement and Information System DATE: TIME: PAGE:2 19:26 09-12-19 CDBG Summary of Accomplishments Program Year: 2018 PALO ALTO Activity Group Matrix Code Accomplishment Type MetricsOpen Count Completed Count Program Year Totals Housing Public Services Grand Total Rehab; Single-Unit Residential (14A) Rehab; Multi-Unit Residential (14B) Total Housing Senior Services (05A) Services for Persons with Disabilities (05B) Services for victims of domestic violence, dating violence, sexual assault or stalking (05G) Employment Training (05H) Other Public Services Not Listed in 05A-05Y, 03T(05Z) Total Public Services Housing Units Housing Units Persons Persons Persons Persons Persons 5 0 5 88 0 88 93 0 93 454 0 454 36 0 36 14 0 14 30 0 30 502 0 502 1,036 0 1,036 1,129 0 1,129 CDBG Sum of Actual Accomplishments by Activity Group and Accomplishment Type U.S. Department of Housing and Urban Development Office of Community Planning and Development Integrated Disbursement and Information System DATE: TIME: PAGE:3 19:26 09-12-19 CDBG Summary of Accomplishments Program Year: 2018 PALO ALTO CDBG Beneficiaries by Racial / Ethnic Category Housing-Non Housing Race Source Type (for Funding Fact Source) Metrics Total Persons Total Hispanic Persons Total Households Total Hispanic Households Housing Non Housing Grand Total White Black/African American Asian Native Hawaiian/Other Pacific Islander Other multi-racial Total Housing White Black/African American Asian American Indian/Alaskan Native Native Hawaiian/Other Pacific Islander American Indian/Alaskan Native & White Asian & White Black/African American & White Amer. Indian/Alaskan Native & Black/AfricanAmer. Other multi-racial Total Non Housing White Black/African American Asian American Indian/Alaskan Native Native Hawaiian/Other Pacific Islander American Indian/Alaskan Native & White Asian & White Black/African American & White Amer. Indian/Alaskan Native & Black/African Amer. Other multi-racial Total Grand Total MC MC MC MC MC MC MC MC MC MC MC MC MC MC MC MC MC MC MC MC MC MC MC MC MC 0 0 39 0 0 0 23 0 0 0 8 0 0 0 1 0 0 0 22 0 0 0 93 0 695 117 0 0 163 4 0 0 86 2 0 0 19 15 0 0 7 1 0 0 14 9 0 0 2 0 0 0 5 0 0 0 1 0 0 0 44 14 0 0 1,036 162 0 0 695 117 39 0 163 4 23 0 86 2 8 0 19 15 0 0 7 1 1 0 14 9 0 0 2 0 0 0 5 0 0 0 1 0 0 0 44 14 22 0 1,036 162 93 0 U.S. Department of Housing and Urban Development Office of Community Planning and Development Integrated Disbursement and Information System DATE: TIME: PAGE:4 19:26 09-12-19 CDBG Summary of Accomplishments Program Year: 2018 PALO ALTO Income Levels ST MetricsOwner Occupied Renter Occupied Persons Housing Non Housing Extremely Low (<=30%) Low (>30% and <=50%) Mod (>50% and <=80%) Total Low-Mod Non Low-Mod (>80%) Total Beneficiaries Extremely Low (<=30%) Low (>30% and <=50%) Mod (>50% and <=80%) Total Low-Mod Non Low-Mod (>80%) Total Beneficiaries MC MC MC MC MC MC MC MC MC MC MC MC 2 0 0 3 0 0 0 0 0 5 0 0 0 0 0 5 0 0 0 0 586 0 0 254 0 0 196 0 0 1,036 0 0 0 0 0 1,036 CDBG Beneficiaries by Income Category | IDIS REPORTS FINANCIAL SUMMARY REPORT (CO4PR26) PROGRAM YEAR 2018 PR26 - CDBG Financial Summary Report U.S. Department of Housing and Urban Development Office of Community Planning and Development Integrated Disbursement and Information System DATE: TIME: PAGE:1 20:39 09-12-19 Program Year 2018 PALO ALTO , CA Metrics Grantee Program Year PART I: SUMMARY OF CDBG RESOURCES 01 UNEXPENDED CDBG FUNDS AT END OF PREVIOUS PROGRAM YEAR 02 ENTITLEMENT GRANT 03 SURPLUS URBAN RENEWAL 04 SECTION 108 GUARANTEED LOAN FUNDS 05 CURRENT YEAR PROGRAM INCOME 05a CURRENT YEAR SECTION 108 PROGRAM INCOME (FOR SI TYPE) 06 FUNDS RETURNED TO THE LINE-OF-CREDIT 06a FUNDS RETURNED TO THE LOCAL CDBG ACCOUNT 07 ADJUSTMENT TO COMPUTE TOTAL AVAILABLE 08 TOTAL AVAILABLE (SUM, LINES 01-07) PART II: SUMMARY OF CDBG EXPENDITURES 09 DISBURSEMENTS OTHER THAN SECTION 108 REPAYMENTS AND PLANNING/ADMINISTRATION 10 ADJUSTMENT TO COMPUTE TOTAL AMOUNT SUBJECT TO LOW/MOD BENEFIT 11 AMOUNT SUBJECT TO LOW/MOD BENEFIT (LINE 09 + LINE 10) 12 DISBURSED IN IDIS FOR PLANNING/ADMINISTRATION 13 DISBURSED IN IDIS FOR SECTION 108 REPAYMENTS 14 ADJUSTMENT TO COMPUTE TOTAL EXPENDITURES 15 TOTAL EXPENDITURES (SUM, LINES 11-14) 16 UNEXPENDED BALANCE (LINE 08 - LINE 15) PART III: LOWMOD BENEFIT THIS REPORTING PERIOD 17 EXPENDED FOR LOW/MOD HOUSING IN SPECIAL AREAS 18 EXPENDED FOR LOW/MOD MULTI-UNIT HOUSING 19 DISBURSED FOR OTHER LOW/MOD ACTIVITIES 20 ADJUSTMENT TO COMPUTE TOTAL LOW/MOD CREDIT 21 TOTAL LOW/MOD CREDIT (SUM, LINES 17-20) 22 PERCENT LOW/MOD CREDIT (LINE 21/LINE 11) LOW/MOD BENEFIT FOR MULTI-YEAR CERTIFICATIONS 23 PROGRAM YEARS(PY) COVERED IN CERTIFICATION 24 CUMULATIVE NET EXPENDITURES SUBJECT TO LOW/MOD BENEFIT CALCULATION 25 CUMULATIVE EXPENDITURES BENEFITING LOW/MOD PERSONS 26 PERCENT BENEFIT TO LOW/MOD PERSONS (LINE 25/LINE 24) PART IV: PUBLIC SERVICE (PS) CAP CALCULATIONS 27 DISBURSED IN IDIS FOR PUBLIC SERVICES 28 PS UNLIQUIDATED OBLIGATIONS AT END OF CURRENT PROGRAM YEAR 29 PS UNLIQUIDATED OBLIGATIONS AT END OF PREVIOUS PROGRAM YEAR 30 ADJUSTMENT TO COMPUTE TOTAL PS OBLIGATIONS 31 TOTAL PS OBLIGATIONS (LINE 27 + LINE 28 - LINE 29 + LINE 30) 32 ENTITLEMENT GRANT 33 PRIOR YEAR PROGRAM INCOME 34 ADJUSTMENT TO COMPUTE TOTAL SUBJECT TO PS CAP 35 TOTAL SUBJECT TO PS CAP (SUM, LINES 32-34) 36 PERCENT FUNDS OBLIGATED FOR PS ACTIVITIES (LINE 31/LINE 35) PART V: PLANNING AND ADMINISTRATION (PA) CAP 37 DISBURSED IN IDIS FOR PLANNING/ADMINISTRATION 38 PA UNLIQUIDATED OBLIGATIONS AT END OF CURRENT PROGRAM YEAR 39 PA UNLIQUIDATED OBLIGATIONS AT END OF PREVIOUS PROGRAM YEAR 40 ADJUSTMENT TO COMPUTE TOTAL PA OBLIGATIONS 41 TOTAL PA OBLIGATIONS (LINE 37 + LINE 38 - LINE 39 +LINE 40) 42 ENTITLEMENT GRANT 43 CURRENT YEAR PROGRAM INCOME 44 ADJUSTMENT TO COMPUTE TOTAL SUBJECT TO PA CAP 45 TOTAL SUBJECT TO PA CAP (SUM, LINES 42-44) 46 PERCENT FUNDS OBLIGATED FOR PA ACTIVITIES (LINE 41/LINE 45) PALO ALTO , CA 2,018.00 506,028.05 484,816.00 0.00 0.00 143,373.86 0.00 14,000.00 0.00 0.00 1,148,217.91 713,589.27 0.00 713,589.27 116,531.78 0.00 0.00 830,121.05 318,096.86 0.00 220,000.00 493,589.27 0.00 713,589.27 100.00% PY: 2018 PY: PY: 0.00 0.00 0.00% 426,886.82 0.00 0.00 (327,012.35) 99,874.47 484,816.00 216,900.61 0.00 701,716.61 14.23% 116,531.78 0.00 0.00 0.00 116,531.78 484,816.00 143,373.86 0.00 628,189.86 18.55% PR26 - CDBG Financial Summary Report U.S. Department of Housing and Urban Development Office of Community Planning and Development Integrated Disbursement and Information System DATE: TIME: PAGE:2 20:39 09-12-19 Program Year 2018 PALO ALTO , CA LINE 17 DETAIL: ACTIVITIES TO CONSIDER IN DETERMINING THE AMOUNT TO ENTER ON LINE 17 Report returned no data. LINE 18 DETAIL: ACTIVITIES TO CONSIDER IN DETERMINING THE AMOUNT TO ENTER ON LINE 18 Plan Year IDIS Project IDIS Activity Activity Name Matrix Code National Objective Drawn Amount 2017 Total 9 313 Opportunity Center Rehabilitation 14B 14B LMH Matrix Code 14B $220,000.00 $220,000.00 $220,000.00 LINE 19 DETAIL: ACTIVITIES INCLUDED IN THE COMPUTATION OF LINE 19 Plan Year IDIS Project IDIS Activity Voucher Number Activity Name Matrix Code National Objective Drawn Amount 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 Total 2 2 2 1 1 1 1 5 5 5 8 8 8 8 3 3 3 3 4 4 4 4 9 9 9 299 299 299 303 303 303 303 306 306 306 301 301 301 301 300 300 300 300 302 302 302 302 315 315 315 6225054 6257565 6298406 6225054 6242631 6257565 6298406 6225054 6257565 6298406 6225054 6242631 6257565 6298406 6225054 6242631 6257565 6298406 6225054 6242631 6257565 6298406 6242631 6257565 6298406 Long Term Care Ombudsman Program Long Term Care Ombudsman Program Long Term Care Ombudsman Program Housing and Emergency Services for Persons withDisabilities Housing and Emergency Services for Persons with Disabilities Housing and Emergency Services for Persons with Disabilities Housing and Emergency Services for Persons withDisabilities Domestic Violence Services Program Domestic Violence Services Program Domestic Violence Services Program Workforce Development Program Workforce Development Program Workforce Development Program Workforce Development Program Opportunity Services Center Opportunity Services Center Opportunity Services Center Opportunity Services Center SRO Resident Support Services SRO Resident Support Services SRO Resident Support Services SRO Resident Support Services Minor Home Repair Program Minor Home Repair Program Minor Home Repair Program 05A 05A 05A 05A 05B 05B 05B 05B 05B 05G 05G 05G 05G 05H 05H 05H 05H 05H 05Z 05Z 05Z 05Z 05Z 05Z 05Z 05Z 05Z 14A 14A 14A 14A LMC LMC LMC Matrix Code 05A LMC LMC LMC LMC Matrix Code 05B LMC LMC LMC Matrix Code 05G LMC LMC LMC LMC Matrix Code 05H LMC LMC LMC LMC LMC LMC LMC LMC Matrix Code 05Z LMH LMH LMH Matrix Code 14A $2,094.93 $4,860.52 $2,623.01 $9,578.46 $1,262.00 $1,262.00 $1,262.00 $1,246.00 $5,032.00 $2,342.82 $4,632.93 $2,422.26 $9,398.01 $79,539.87 $45,741.33 $80,605.18 $121,125.97 $327,012.35 $8,229.93 $5,311.83 $20,025.86 $11,365.38 $7,733.25 $7,733.25 $7,733.25 $7,733.25 $75,866.00 $11,398.48 $2,671.75 $52,632.22 $66,702.45 $493,589.27 LINE 27 DETAIL: ACTIVITIES INCLUDED IN THE COMPUTATION OF LINE 27 Plan Year IDIS Project IDIS Activity Voucher Number Activity Name Matrix Code National Objective Drawn Amount 2018 2 299 6225054 Long Term Care Ombudsman Program 05A LMC $2,094.93 PR26 - CDBG Financial Summary Report U.S. Department of Housing and Urban Development Office of Community Planning and Development Integrated Disbursement and Information System DATE: TIME: PAGE:3 20:39 09-12-19 Program Year 2018 PALO ALTO , CA Plan Year IDIS Project IDIS Activity Voucher Number Activity Name Matrix Code National Objective Drawn Amount 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018 Total 2 2 1 1 1 1 5 5 5 8 8 8 8 3 3 3 3 4 4 4 4 299 299 303 303 303 303 306 306 306 301 301 301 301 300 300 300 300 302 302 302 302 6257565 6298406 6225054 6242631 6257565 6298406 6225054 6257565 6298406 6225054 6242631 6257565 6298406 6225054 6242631 6257565 6298406 6225054 6242631 6257565 6298406 Long Term Care Ombudsman Program Long Term Care Ombudsman Program Housing and Emergency Services for Persons with Disabilities Housing and Emergency Services for Persons withDisabilities Housing and Emergency Services for Persons with Disabilities Housing and Emergency Services for Persons with Disabilities Domestic Violence Services Program Domestic Violence Services Program Domestic Violence Services Program Workforce Development Program Workforce Development Program Workforce Development Program Workforce Development Program Opportunity Services Center Opportunity Services Center Opportunity Services Center Opportunity Services Center SRO Resident Support Services SRO Resident Support Services SRO Resident Support Services SRO Resident Support Services 05A 05A 05A 05B 05B 05B 05B 05B 05G 05G 05G 05G 05H 05H 05H 05H 05H 05Z 05Z 05Z 05Z 05Z 05Z 05Z 05Z 05Z LMC LMC Matrix Code 05A LMC LMC LMC LMC Matrix Code 05B LMC LMC LMC Matrix Code 05G LMC LMC LMC LMC Matrix Code 05H LMC LMC LMC LMC LMC LMC LMC LMC Matrix Code 05Z $4,860.52 $2,623.01 $9,578.46 $1,262.00 $1,262.00 $1,262.00 $1,246.00 $5,032.00 $2,342.82 $4,632.93 $2,422.26 $9,398.01 $79,539.87 $45,741.33 $80,605.18 $121,125.97 $327,012.35 $8,229.93 $5,311.83 $20,025.86 $11,365.38 $7,733.25 $7,733.25 $7,733.25 $7,733.25 $75,866.00 $426,886.82 LINE 37 DETAIL: ACTIVITIES INCLUDED IN THE COMPUTATION OF LINE 37 Plan Year IDIS Project IDIS Activity Voucher Number Activity Name Matrix Code National Objective Drawn Amount 2017 2017 2018 2018 2018 2018 2018 2018 2018 2018 Total 7 7 7 7 7 7 6 6 6 6 294 294 312 312 312 312 308 308 308 308 6266432 6269077 6225054 6242631 6257565 6298406 6225054 6242631 6257565 6298406 City of Palo Alto City of Palo Alto City of Palo Alto City of Palo Alto City of Palo Alto City of Palo Alto Fair Housing Services Fair Housing Services Fair Housing Services Fair Housing Services 21A 21A 21A 21A 21A 21A 21A 21D 21D 21D 21D 21D Matrix Code 21A Matrix Code 21D ($14,000.00) $14,000.00 $32,953.93 $15,407.45 $16,799.06 $17,833.10 $82,993.54 $4,377.09 $4,065.56 $11,663.25 $13,432.34 $33,538.24 $116,531.78 | Adjustments Summary Line Number Adjustment Detail 01. Unexpended CDBG funds at end of previous reporting period $ 506,028.05 Amount from PY2017 PR26 30. Adjustment to compute total subject to PS cap (327,012.35)This funding is related to activity undertaken by a CBDO and not subject to the PS Cap | IDIS REPORTS OUTCOME PERFORMANCE MEASUREMENTS REPORT (CO4PR83) PROGRAM YEAR 2018 IDIS - PR83 U.S. Department of Housing and Urban Development DATE:09-12-19 TIME:20:45Office of Community Planning and Development PAGE:1Integrated Disbursement and Information System CDBG Performance Measures Report Program Year 2018 PALO ALTO,CA Public Facilities and Infrastructure Create Suitable Living Provide Decent Housing Create Economic Opportunities Total Access Afford Sustain Access Afford Sustain Access Afford Sustain Number of Persons Assisted with new access to a facility with improved access to a facility with access to a facility that is no longer substandard Totals : Number of Households Assisted with new access to a facility with improved access to a facility with access to a facility that is no longer substandard Totals : 0 0 0 0 0 0 0000 0 0 0 0 0 0 0000 0 0 0 0 0 0 0000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0000 Public Services Create Suitable Living Provide Decent Housing Create Economic Opportunities Total Access Afford Sustain Access Afford Sustain Access Afford Sustain Number of Persons Assisted with new (or continuing) access to a service with improved (or continuing) access to a service with new access to a service that is no longer substandard Totals : 1,006 0 0 0 0 0 30 0 0 1,036 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1,006 0 0 0 0 0 30 0 0 1,036 IDIS - PR83 U.S. Department of Housing and Urban Development DATE:09-12-19 TIME:20:45Office of Community Planning and Development PAGE:2Integrated Disbursement and Information System CDBG Performance Measures Report Program Year 2018 PALO ALTO,CA Number of Households Assisted with new (or continuing) access to a service with improved (or continuing) access to a service with new access to a service that is no longer substandard Totals : 0 0 0 0 0 0 0000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0000 Public Services (continued) Create Suitable Living Provide Decent Housing Create Economic Opportunities Total Access Afford Sustain Access Afford Sustain Access Afford Sustain Economic Development Create Suitable Living Provide Decent Housing Create Economic Opportunities Total Access Afford Sustain Access Afford Sustain Access Afford Sustain Total Number of Businesses Assisted Of Total 0 0 0 0 0 0 0000 New businesses assisted Existing businesses assisted Number of business facades/buildings rehabilitated Assisted businesses that provide a good or service to service area/neighborhood/community 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Total Number of Jobs Created Officials and Managers Types of Jobs Created 0 0 0 0 0 0 0000 0 0 0 0 0 0 0000 IDIS - PR83 U.S. Department of Housing and Urban Development DATE:09-12-19 TIME:20:45Office of Community Planning and Development PAGE:3Integrated Disbursement and Information System CDBG Performance Measures Report Program Year 2018 PALO ALTO,CA Professional Technicians Sales Office and Clerical Craft Workers (skilled) Operatives (semi-skilled) Laborers (unskilled) Service Workers Of jobs created, number with employer sponsored health care benefits Number unemployed prior to taking jobs Total Number of Jobs Retained Types of Jobs Retained Officials and Managers Professional 0 0 0 0 0 0 0000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Economic Development (continued) Create Suitable Living Provide Decent Housing Create Economic Opportunities Total Access Afford Sustain Access Afford Sustain Access Afford Sustain IDIS - PR83 U.S. Department of Housing and Urban Development DATE:09-12-19 TIME:20:45Office of Community Planning and Development PAGE:4Integrated Disbursement and Information System CDBG Performance Measures Report Program Year 2018 PALO ALTO,CA Economic Development (continued) Create Suitable Living Provide Decent Housing Create Economic Opportunities Total Access Afford Sustain Access Afford Sustain Access Afford Sustain Technicians Sales 0 0 0 0 0 0 0000 Office and Clerical Craft Workers (skilled) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Operatives (semi-skilled) 0 0 0 0 0 0 0000 Laborers (unskilled) 0 0 0 0 0 0 0000 Service Workers 0 0 0 0 0 0 0000 Of jobs retained, number with employer sponsored health care benefits Acres of Brownfields Remediated 0 0 0 0 0 0 0000 0 0 0 0 0 0 0000 IDIS - PR83 U.S. Department of Housing and Urban Development DATE:09-12-19 TIME:20:56Office of Community Planning and Development PAGE:1Integrated Disbursement and Information System CDBG Performance Measures Report Program Year 2018 PALO ALTO,CA Rehabilitation of Rental Housing Create Suitable Living Provide Decent Housing Create Economic Opportunities Total Access Afford Sustain Access Afford Sustain Access Afford Sustain Total LMH* units Made 504 accessible Of Total, Number of Units Total SB*, URG units 0 0 0 0 0 0 0000 0 0 0 0 0 0 0000 0 0 0 0 0 0 0000 0 0 0 0 0 00000 Brought from substandard to standard condition Created through conversion of non-residential to residential buildings Qualified as Energy Star 0 0 0 0 0 0 0000 Brought to lead safety compliance Affordable Number subsidized by another federal, state, local program Of Affordable Units 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Number occupied by elderly Number of years of affordability Average number of years of affordability per unit Number designated for persons with HIV/AIDS 0 0 0 0 0 0 0 0 0 0 0 0 00 0 0 0 0 0 0 0 0 0 0 0 00000 0 0 0 0 0 0 0000 IDIS - PR83 U.S. Department of Housing and Urban Development DATE:09-12-19 TIME:20:56Office of Community Planning and Development PAGE:2Integrated Disbursement and Information System CDBG Performance Measures Report Program Year 2018 PALO ALTO,CA Of those, number for the chronically homeless Number of permanent housing units for homeless persons and families Of those, number for the chronically homeless 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Rehabilitation of Rental Housing (continued) Create Suitable Living Provide Decent Housing Create Economic Opportunities Total Access Afford Sustain Access Afford Sustain Access Afford Sustain Construction of Rental Housing Create Suitable Living Provide Decent Housing Create Economic Opportunities Total Access Afford Sustain Access Afford Sustain Access Afford Sustain Total LMH* units 504 accessible units Of Total, Number of Total SB*, URG units Units qualified as Energy Star Affordable units Of Affordable Units Number occupied by elderly Years of affordability Average number of years of affordability per unit 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0000 IDIS - PR83 U.S. Department of Housing and Urban Development DATE:09-12-19 TIME:20:56Office of Community Planning and Development PAGE:3Integrated Disbursement and Information System CDBG Performance Measures Report Program Year 2018 PALO ALTO,CA Construction of Rental Housing (continued) Create Suitable Living Provide Decent Housing Create Economic Opportunities Total Access Afford Sustain Access Afford Sustain Access Afford Sustain Number subsidized with project based rental assistance by another federal, state, or local program 0 0 0 0 0 0 0000 Number designated for persons with HIV/AIDS 0 0 0 0 0 0 0000 Of those, the number for the chronically homeless 0 0 0 0 0 0 0000 Number of permanent housing units for homeless persons and families Of those, the number for the chronically homeless 0 0 0 0 0 0 0000 0 0 0 0 0 0 0000 IDIS - PR83 U.S. Department of Housing and Urban Development DATE:09-12-19 TIME:20:50Office of Community Planning and Development PAGE:1Integrated Disbursement and Information System CDBG Performance Measures Report Program Year 2018 PALO ALTO,CA Owner Occupied Housing Rehabilitation Create Suitable Living Provide Decent Housing Create Economic Opportunities Total Access Afford Sustain Access Afford Sustain Access Afford Sustain Total LMH* units Total SB*, URG units Of Total, Number of Units Occupied by elderly Brought from substandard to standard condition Qualified as Energy Star Brought to lead safety compliance Made accessible Homebuyer Assistance Total Households Assisted Of Total: Number of first-time homebuyers Of those, number receiving housing counseling Number of households receiving downpayment/closing costs assistance Create Suitable Living Provide Decent Housing Create Economic Opportunities Total Access Afford Sustain Access Afford Sustain Access Afford Sustain 0 0 0 5 0 0 5000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 IDIS - PR83 U.S. Department of Housing and Urban Development DATE:09-12-19 TIME:20:50Office of Community Planning and Development PAGE:2Integrated Disbursement and Information System CDBG Performance Measures Report Program Year 2018 PALO ALTO,CA Development of Homeowner Housing Create Suitable Living Provide Decent Housing Create Economic Opportunities Total Access Afford Sustain Access Afford Sustain Access Afford Sustain Total LMH* units Affordable units Of Total, Number of Total SB*, URG units Years of affordability Average number of years of affordability per unit Units qualified as Energy Star 504 accessible units Units occupied by households previously living in subsidized housing Of Affordable Units Number designated for persons with HIV/AIDS Of those, number for the chronically homeless Number of housing units for homeless persons and families Of those, number for the chronically homeless Number occupied by elderly 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0000 IDIS - PR83 U.S. Department of Housing and Urban Development DATE:09-12-19 TIME:20:50Office of Community Planning and Development PAGE:3Integrated Disbursement and Information System CDBG Performance Measures Report Program Year 2018 PALO ALTO,CA Housing Subsidies Total Number of Households Of Total: Number of households receiving short-term rental assistance (< = 3 months) Number of households assisted that were previously homeless Of those, number of chronically homeless households Create Suitable Living Provide Decent Housing Create Economic Opportunities Total Access Afford Sustain Access Afford Sustain Access Afford Sustain Shelter for Homeless Persons Number of beds created in overnight shelter/other emergency housing Number of homeless persons given overnight shelter Create Suitable Living Provide Decent Housing Create Economic Opportunities Total Access Afford Sustain Access Afford Sustain Access Afford Sustain Homeless Prevention Number of Persons Assisted that received emergency financial assistance to prevent homelessness that received emergency legal assistance to prevent homelessness Create Suitable Living Provide Decent Housing Create Economic Opportunities Total Access Afford Sustain Access Afford Sustain Access Afford Sustain 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 | C - SECTION 3 REPORT Section 3 Summary Report Economic Opportunities for Low- and Very Low-Income Persons U.S. Department of Housing and Urban Development Office of Fair Housing and Equal Opportunity OMB Approval No. 2529-0043 (exp. 11/30/2018) Disbursement Agency CITY OF PALO ALTO 250 HAMILTON AVENUE, PALO ALTO, CA 94303 94-6000389 Reporting Entity CITY OF PALO ALTO 250 HAMILTON AVENUE, PALO ALTO, CA 94303 Dollar Amount $631,824.08 Contact Person Erum Maqbool Date Report Submitted 09/20/2019 Reporting Period Program Area Code Program Area Name From To 7/1/18 6/30/19 CDB1 Community Devel Block Grants Part I: Employment and Training Job Category Number of New Hires Number of New Hires that Are Sec. 3 Residents Aggregate Number of Staff Hours Worked Total Staff Hours for Section 3 Employees Number of Section 3 Trainees The expenditure of these funds did not result in any new hires. Total New Hires 0 Section 3 New Hires 0 Percent Section 3 New Hires N/A Total Section 3 Trainees 0 The minimum numerical goal for Section 3 new hires is 30%. Part II: Contracts Awarded Construction Contracts Total dollar amount of construction contracts awarded $220,000.00 Total dollar amount of contracts awarded to Section 3 businesses $0.00 Percentage of the total dollar amount that was awarded to Section 3 businesses 0.0% Total number of Section 3 businesses receiving construction contracts 0 The minimum numerical goal for Section 3 construction opportunities is 10%. Non-Construction Contracts Total dollar amount of all non-construction contracts awarded $0.00 Total dollar amount of non-construction contracts awarded to Section 3 businesses $0.00 Percentage of the total dollar amount that was awarded to Section 3 businesses N/A Total number of Section 3 businesses receiving non-construction contracts 0 The minimum numerical goal for Section 3 non-construction opportunities is 3%. Part III: Summary Indicate the efforts made to direct the employment and other economic opportunities generated by HUD financial assistance for housing and community development programs, to the greatest extent feasible, toward low- and very low-income persons, particularly those who are recipients of government assistance for housing. Yes Attempted to recruit low-income residents through: local advertising media, signs prominently displayed at the project site, contacts with community organizations and public or private agencies operating within the metropolitan area (or nonmetropolitan county) in which the Section 3 covered program or project is located, or similar methods. No Participated in a HUD program or other program which promotes the training or employment of Section 3 residents. No Participated in a HUD program or other program which promotes the award of contracts to business concerns which meet the definition of Section 3 business concerns. No Coordinated with Youthbuild Programs administered in the metropolitan area in which the Section 3 covered project is located. No Other; describe below. The construction contract included Section 3 requirements but there were no new hires for this project. | D - NOTES ON IDIS REPORTS PR 03 IDIS Activity # 294 – Program Year 2017 is included in PY 2018 PR 03. The Palo Alto CDBG Staff in order to rectify the error of drawing money from wrong grant year returned $14,000 to Grant Year 2016 and redraw $14,000 for activity 294 from Grant Year 2018. The Staff can provide additional information on this item on request. PR 06 In this report, the amount shown as Project Estimate for IDIS Project 10 (FY2017-18 Minor Home Repair Program) shows $114,438. This should be $145,429 as shown in the Estimated Amount in the Project setup. Staff cannot determine the reason for this discrepancy. PR83 In Program Year 2018 the City of Palo Alto assisted a total of 1144 persons. The report shows 1041 persons assisted. Like mentioned earlier in the report, the City completed Activity 313 in Program Year 2018. We have not reported the accomplishments of this project in CAPER 2017. The Staff tried running report for PY2017 and PY2018 reports to resolve this discrepancy but not able to determine the reason. Please note that the number of people assisted by the City is 1144. 1041 per PR83 + 88 (Opportunity Center Rehabilitation Project) + 15 persons assisted by Project Sentinel. Section 3 Report The Staff submitted Form 60002 on-line in SPEARS on 20th September 2019. The report ID is 53106 | E - PUBLIC COMMENTS | There were no public comments received on the FY 2018 -19 CAPER. F – MISSING INFORMATION ON DOWNLOADED DOCUMENT CR-10 - Racial and Ethnic composition of families assisted Describe the families assisted (including the racial and ethnic status of families assisted). 91.520(a) For Table 2 - Table of assistance to racial and ethnic populations by source of funds. Please refer to the inserted one and not the built in one in IDIS as it does not allow to change information in certain columns and rows. The inserted table however, does not shows up in the downloaded word format of CAPER. Narrative The text below is completely missing in the downloaded word format of CAPER. The City of Palo Alto’s CDBG funded programs and services served a diverse population and provided needed resources to those residents most in need. Sixty five percent (65%) were White, seventeen percent (17%) were African American, and eight percent (8%) were Asian. Fourteen percent (14%) of all the clients served were Hispanic. City of Palo Alto (ID # 10695) City Council Staff Report Report Type: Informational Report Meeting Date: 10/7/2019 City of Palo Alto Page 1 Summary Title: PAFD Semi-Annual Performance Report FY19 Title: Palo Alto Fire Department Semi-Annual Performance Report for the Second Half of Fiscal Year 2019 From: City Manager Lead Department: Fire Recommendation Staff recommends the City Council review the Second Palo Alto Fire Department Semi- Annual Performance Report for Fiscal Year 2019. Background and Discussion In Fiscal Year 2015 the Palo Alto Fire Department (PAFD) identified performance reporting as a key initiative, and began reporting on key performance measures quarterly. In Fiscal Year 2018 the Department began submitting reports twice each year. The report provides overall calls for service information, as well as more detailed information on the key service areas, including Emergency Medical Services, Fire Suppression, Rescue and Hazardous Materials Response, and Fire Prevention. The report also provides information on mutual and automatic aid with our regional public safety partners and internal workforce planning efforts. Performance measures include the following: Calls for Service: This data provides information on the final outcome of all emergency response calls. The data is tracked in the Fire Department’s Record Management System, and uses standardized call type codes, which are defined by the National Fire Incident Reporting System (NFIRS). The report includes overall call volume by primary category, and a detailed listing of call type in the service type sections. Response Times: The time that a call is received by the emergency dispatchers to the arrival of the fire resources at the scene of the emergency. This City of Palo Alto Page 2 information is tracked in the Computer Aided Dispatch (CAD) System, and the performance goals, or service levels, are set by Council in accordance with county and national standards. Ambulance Transports: The report provides the number of ambulatory transports to hospitals or other medical care facilities, and the proportion of Emergency Medical Calls that included transports. This information is tracked in the Fire Department’s Emergency Medical Record Management System. Fire Containment: This measures the proportion of building and structure fires that are contained to the area or room of origin within Palo Alto and Stanford Campus. Mutual and Automatic Aid: This includes the number and proportion of all incidents that the PAFD provided aid to neighboring communities, as well as the aid received from neighboring Fire Departments. This information is tracked in the CAD System. Permits: This provides the total count of facility, electric vehicle, and solar permits issued by the Fire Prevention Bureau. This information is currently tracked in the Development Center’s Records Management System. Inspections: A count of the total number of Hazardous Materials and State Mandated inspections is provided. In addition, an estimated number of inspections to be completed for the year is also provided to assess overall workload performance to date. Fire and Life Safety Plans Reviewed: This provides a total count of all plans reviewed, as well as the proportion of plans that were reviewed within the time guidelines. Vacancies and Off-Line Employees: This section provides the total number of budgeted full-time equivalent shift personnel, current vacancies, and employees that are off line due to workers compensation or light duty. This information is obtained from the Fire Department’s Staffing and Scheduling System (TeleStaff), as well as the City’s Personnel Management System. Succession Planning Metrics: This provides the number and proportion of shift personnel that are eligible to retire, or will be eligible within the next five years. This information is tracked in the City’s Personnel Management System. This report also provides the total number of hours that shift personnel spent in an acting capacity. Personnel serving in an acting capacity are a key component of the Department’s overall succession planning efforts. Acting capacity allows junior officers to learn the responsibilities of higher ranks with guidance from City of Palo Alto Page 3 senior officers. This information is tracked in TeleStaff. Training hours: The total number of training hours completed by all shift personnel is provided, as well as the average number of hours per each shift personnel on staff. This information is tracked in the Fire Department’s Record Management System. Local, State and Federal mandates require fire personnel to train a minimum of 20 hours per month. Attachments: ATTACHMENT A: Coverletter ATTACHMENT B: Semi Annual Performance Report FY19.2 ATTACHMENT C: EMS Survey 19.2 ATTACHMENT D: Kudos 19.2 P.O Box 10250 Palo Alto, CA 94303 650.329.2184 650.327.6951 fax City of Palo Alto Fire Department Honorable Councilmembers, As the newly appointed Fire Chief, I am pleased to provide the enclosed performance report for the second half of Fiscal Year 2019. This period saw an increase of five percent (5%) in overall call volume. This is primarily from an increase in Emergency Medical Service calls. This Spring, we graduated eight new Palo Alto Firefighters from the Joint Fire Academy, and I am proud to welcome them to the Department. I have been impressed with their performance and appreciate the dedication of the Training Division with adequately preparing them. Although we over hired to reduce vacancies, we had a few retirements and separations, and we are currently holding with five positions vacant. These positions are planned to be filled with six new recruits that will enter the Fire Academy in October. The Department worked with the City Manager to over hire again in anticipation of additional retirements in the fall. It is of primary importance that we analyze our recruitment and hiring practices to recruit and retain a diverse workforce. Among our shift staff, only 8% are women, and 31% are people of color. One of my goals as the new fire chief is to focus on developing outreach strategies and hiring practices that help us increase the diversity of our workforce. This effort will allow us to represent the communities of Palo Alto and Stanford better. Fortunately, there has been a decrease in the number and of wildfires so far this fire season. The decline is partly attributed to the weather. Spring was cool and wet, and this Summer has not had extreme heat periods as there have been for the past few years. Sincerely, Geo Blackshire Fire Chief Palo Alto Fire Department Second Semi-Annual Performance Report Fiscal Year 2019 Calls for Service The Palo Alto Fire Department (PAFD) responded to a total of 4,578 calls for service in the second six- month period of Fiscal Year 2019. This includes responses within Palo Alto, Stanford, and neighboring cities to provide Auto and Mutual Aid. Approximately eighty-three percent (84%) of calls are generated from Palo Alto, fifteen percent (15%) from Stanford, and the remainder from neighboring cities or requests for regional fire deployment. The majority of calls were for Rescue and Emergency Medical Services, making up sixty-two percent (62%) of the responses. Table 1 below shows the main categories of the calls to which PAFD responded. Calls are classified based on the actual event occurred, rather than the initial call request. Call Type FY18 JAN-JUN FY19 JAN-JUN Rescue and Emergency Medical Services Incidents 2,729 2,858 Good Intent 671 659 False Alarm and False Call 553 589 Service Call 228 335 Hazardous Condition, No Fire 78 77 Fire 84 48 Explosion, No Fire 1 12 Grand Total 4,344 4,578 Good Intent and False Alarm calls make up the second largest types of responses. Most calls for service that may present as a threat of fire, gas or other emergency hazard are found to be caused by something else after Firefighters investigate the situation. These calls are coded as Good Intent calls. As well, many fire alarm activations are from causes other than smoke or fire. These situations are categorized as False Alarm calls. PAFD FY19 Bi-Annual Performance Report 2 | P a g e Emergency Medical Services and Rescue Emergency Medical Service (EMS) is the primary service that the Palo Alto Fire Department provides to Palo Alto and Stanford. While this shift toward EMS is being seen across the region, the Palo Alto Fire Department is the only Fire Department in the County that provides ambulance and transport services. Of the 2,826 Emergency Medical Service calls the PAFD responded to in the second period of Fiscal Year 2019, the overwhelming majority were for medical, trauma and cardiac calls that did not involve a vehicle accident. Rescue and EMS Performance Measures FY18 JAN-JUN FY19 JAN-JUN Emergency Medical Service Incident 2,687 2,809 Extrication, Rescue 23 27 Lock-In 10 3 Water and Ice-Related Rescue 0 2 Rescue or EMS Standby 9 0 Total 2,729 2,858 Transports Number of Transports 1,887 1,885 Percent of EMS Calls resulting in transport 70% 66% Response Times Percent of first responder arriving on scene to EMS calls within 8 minutes 92% 92% Percent of paramedic responder arriving on scene to EMS calls within 12 minutes 99% 99% Average response time for first responder arriving on scene to EMS calls 5:11 5:11 This period reflects an increase in the number of Rescue and EMS Incident calls. The number of EMS calls that resulted in an ambulance transport to a local hospital or care facility, accounted for sixty six percent (66%) of all EMS calls. This is the primary source of revenue generated from emergency medical services, and revenue for FY19 was slightly under target. Response Time Goal Met: At least 90% of first responder arriving on scene to EMS calls within eight minutes. This period the PAFD first responder arrived on scene to EMS calls within eight minutes ninety-two percent (92%) of the time. Response Time Goal Met: At least 99% of paramedic responder arriving on scene to EMS calls within 12 minutes. This period the PAFD paramedic responder arrived on scene to EMS calls within 12 minutes ninety-nine percent (99%) of the time. PAFD FY19 Bi-Annual Performance Report 3 | P a g e Fire Suppression Very few of the potential fire calls coming into dispatch turn out to be a real fire once PAFD investigates the scene and cause of the concerning elements. This period PAFD responded to 48 calls where fire was present, with 46 in Palo Alto or Stanford. There were five building fires that the Department responded to in Palo Alto and Stanford, one of which were contained to the area of origin. Here are the descriptions of the significant fires for this period: February 7, 2019 Palo Alto Fire Engines 63, 65, and 66, Fire Truck 66, Battalion Chief 66 and Medic 61 responded to a reported kitchen fire. When the first unit arrived, the fire was on the stovetop and worked its way into the attic through the ducting. Due to the smoke damage throughout the home, Red Cross assisted with temporary housing for the occupants. No injuries were reported. March 27, 2019 Palo Alto Fire Engines 61, 62, and 65, Fire Truck 66, and Battalion Chief 66, along with automatic aid from Mountain View Fire Truck 51, Battalion Chief 51 and Santa Clara County EMS Medic 14 responded to a fire in a car port that was attached to a living space. The car and the water heater in the carport were fully engulfed in flames when crews arrived. The fire was knocked down quickly. The adjacent housing unit was unaffected. No injuries were reported. June 11, 2019 Palo Alto Fire Engines 62, 65, and 66, Fire Truck 66, Battalion Chief 66, Medic 66 along with Mountain View Fire Truck 51 and Battalion Chief 51 responded to a residential circuit panel on fire. The crews arrived to find a working structure fire. Crews quickly extinguished the fire and protected the resident’s valuables inside the home. The Red Cross responded to aid the residents with temporary housing. No injuries were reported. June 12, 2019 Palo Alto Fire Engines 61, 66, and 63, Fire Truck 66, Battalion Chief 66, and Medic 66, along with Mountain View Fire Truck T51, Battalion Chief 51 responded to a report of a fire in a four-story building, possibly related to hazardous materials. Palo Alto Engine 66 Located the affected room and confirmed that the fire was extinguished by a fire sprinkler. Fire crews immediately took action to minimize the water damage by replacing the sprinkler head. The fire was caused by a student who was cleaning his workspace with ethanol. A nearby Bunsen burner ignited the vapors from the ethanol. No injuries were reported. PAFD FY19 Bi-Annual Performance Report 4 | P a g e Fire Suppression Measures FY18 JAN-JUN FY19 JAN-JUN Structure Fire 35 18 Mobile property (vehicle) fire 13 10 Fire, Other 7 9 Special outside fire 1 6 Outside rubbish fire 22 3 Natural vegetation on fire 6 2 Total 84 48 Response Times Percent of first responder arriving on scene to Fire calls within 8 minutes 88% 85% Average response time for first responder arriving on scene to Fire calls 5:43 5:57 Fire Containment Percent of building and structure fires contained to the room or area of origin 71% 20% Response Time Goal Not Met: At least 90% of first responder arriving on scene to Fire calls within eight minutes. This period the PAFD first responder arrived on scene to Fire calls within eight minutes eighty five percent (85%) of the time. Fire Containment Goal Not Met: At least 90% of building and structure fires contained to the room or area of origin. This period there were five building or structure fires within Palo Alto or Stanford, of which one was contained to the room or area of origin. In all cases the fire had spread beyond the original area despite a response time under eight minutes. PAFD FY19 Bi-Annual Performance Report 5 | P a g e Hazardous Materials The Fire Department responded to a total of 77 incidents related to hazardous materials. The most common Hazardous Material call is spills and leaks of either natural gas or liquid petroleum gas (LPG) which totaled 32. This number accounted for forty-two percent (42%) of all Hazardous Material calls. The second highest Hazardous Material calls were related to electrical wiring or equipment problems. Twenty-three (23) of these calls account for thirty percent (30%) of all Hazardous Material calls. Hazardous Materials Response Measures FY18 JAN-JUN FY19 JAN -JUN Combustible/Flammable spills and leaks 24 32 Electrical wiring/Equipment problem 26 23 Hazardous Condition, Other 11 8 Biological hazard 5 6 Chemical release, reaction, or toxic condition 6 5 Accident, potential accident 6 2 Attempted burning, illegal action 0 1 Total 78 77 Response Times Average response time for first responder arriving on scene to Rescue & Hazardous Materials calls 7:00 6:28 PAFD FY19 Bi-Annual Performance Report 6 | P a g e Mutual and Automatic Aid The Fire Department previously held automatic aid agreements with five regional Fire Departments, including Mountain View, Menlo Park, and Santa Clara County Fire. At the request of the City of Mountain View, the automatic aid agreement was modified at the beginning of January 2018 resulting in a significant decrease in the number of calls compared to the prior fiscal year. The Palo Alto Fire Department continues to advocate for the closest unit response and collects objective data to support improved services to all of our communities under the previous automatic aid agreement. Santa Clara County received the highest amount of aid from the department this period accounting for sixty-five (65%) of all mutual and auto aid provided. The Department received the most aid from Mountain View with a total of 28 incidents. Mutual Aid Performances FY18 JAN-JUN FY19 JAN-JUN Mutual and Auto Aid Provided Agency Santa Clara County Fire 31 40 Mountain View Fire 30 12 Menlo Park Fire 4 6 San Jose Fire 0 4 San Mateo Fire 1 0 All Mutual and Auto Aid Provided 66 62 Mutual and Auto Aid Received Agency Mountain View Fire 44 28 Menlo Park Fire 13 19 Santa Clara County Fire 4 1 Woodside Fire 5 0 All Mutual and Auto Aid Received 66 48 PAFD FY19 Bi-Annual Performance Report 7 | P a g e Fire Prevention The Fire Prevention Bureau ensures compliance with the Fire Code for the safety of occupants and protection of property. Fire Inspectors perform fire sprinkler and fire alarm plan checks, permitting, and field inspections with the goal of ensuring all construction complies with local and national codes. This period there were no electric vehicle permits issued compared the same period in the prior year. The number of Fire Inspections and Hazardous Material inspections increased, and the number of plans to review remained steady. The Bureau continues to refine the number of state mandated inspections as staff works diligently to improve our list of facilities. During the period the Bureau was training three new Inspectors and was operating with one vacancy. During this period, Sixty-seven (67) additional hazardous material facilities were added from the previous reporting period. Most of these facilities were not aware of the hazardous materials regulation, and Inspectors worked to educate these facilities on the requirements. The Department is meeting the state mandate of inspecting our facilities every 3 years and continues to perform annual inspections of our high hazard facilities. Prevention Bureau Performance Measures FY18 JUL-DEC FY19 JUL-DEC Permits Fire Permits Issued 232 266 Sprinkler Permits Issued 151 Solar Permits Issued 69 61 Electric Vehicle Permits Issued 1 0 Inspections Fire Inspections 4,964 5,842 Hazardous Material Inspections Completed 87 168 Number of Hazardous Material Inspections for the year 563 632 Percent of Hazardous Material Facilities Inspections Complete 15% 27% State Mandated Inspections Completed 397 99 Number of State Mandated Inspections for the year 397 574 Percent of State Mandated Facilities Inspections Complete 100% 17% Fire and Life Safety Plan Review Plans Reviewed 985 968 Percent of Reviews Completed On-Time 96% 93% PAFD FY19 Bi-Annual Performance Report 8 | P a g e Workforce Planning The Department operates daily emergency response operations with a total of 86.00 FTE line personnel. This includes three battalions of crews that staff six stations in the City and Stanford 24 hours each day. Over the last period, the department has operated with 4.0 positions vacant and 7.0 employees off-line creating a total of 11.00 FTE positions that require backfill. The vacant positions are primarily within the Firefighter and Apparatus Operator Classifications. This period the Department graduated 8 new Firefighters from the Academy and completed a Battalion Chief process promoting one of our Fire Captains. The proportion of shift staff eligible to retire within the next five years continues to remain steady, currently making up more than half of all shift staff. The Department will be focusing on an Entry Level hiring process in Fiscal Year 2020 to create a new list to fill current vacancies. Training hours increased from this period last year, as the Training division has made a successful transition to using a new reporting system and all hours are now being reported consistently. Vacancies and Off-Line Employees FY19 JAN-JUN Classification Budgeted FTE Vacancies Off-Line Employees (Workers Comp/Light Duty) Personnel On Line Percent of Personnel On Line Battalion Chief 4 0 0 4 100% Fire Captain 22 1 1 20 91% Fire Apparatus Operator & Fire Fighters 60 3 6 51 85% TOTAL 86 4 7 75 87% Succession Planning FY18 JAN-JUN FY19 JAN-JUN Personnel Number of Shift Staff Currently Eligible to Retire 21 25 Number of Shift Staff Eligible to Retire in Five Years 22 10 Percent of all Shift Staff Eligible to Retire within Five Years 51% 49% Number of Acting Battalion Chief Hours 0 24 Number of Acting Captain Hours 5,201 1,529 Number of Acting Apparatus Operator Hours 12,437 7,088 Training Hours of Training Completed 8,018 13,438 Average Hours Per Line Personnel 93 253 PAFD VITAL SIGNS REPORT SURVEYS RECEIVED 1-1-2019 THROUGH 6-30-2019 FILTERS: SURVEY: 1 P.O. Box 100, Andover MA 01810 (844) 340-6060 Feedback-Innovations.com 1.0 EXECUTIVE SUMMARY PAFD received a total of 228 responses for this period. The highest rated section was Communication, with a total score of 95.1. The lowest rated section was Billing, with a total score of 86.0. •The Communication section had a 2.2% decrease in Ambulance staff's concern for your privacy La preocupación del personal del ambulancia en cuanto a su privacidad. This shows opportunity for improvement in all areas of the section. •The Billing section had a 2.8% decrease in Ability of billing personnel to meet your needs Capacidad del personal de facturación para satisfacer sus necesidades. This question and section may represent specific areas for improvement. •Percentile ranking this period is lower 18.75%. Cumulative Score: 92.95 The benchmark is the mean average of all responses for all services in the Feedback Innovations database. VITAL SIGNS PATIENT SATISFACTION REPORT 1 VITAL SIGNS PATIENT SATISFACTION REPORT 2 2.0 IMPROVEMENT PRIORITY RANKING Rank Question 1 Professionalism of person on the phone Profesionalidad de la persona al teléfono 2 Ability of person on phone to meet your needs Capacidad de la persona al teléfono para satisfacer sus necesidades 3 Speed in which person on the phone dispatched help Velocidad en que la persona al teléfono envió la ayuda 4 Information given prior to ambulance arrival Información ofrecida antes de la llegada de la ambulancia 5 Helpfulness of billing personnel Amabilidad del personal de facturación 6 Ability of billing personnel to meet your needs Capacidad del personal de facturación para satisfacer sus necesidades 7 Responsiveness of billing personnel to billing issues Capacidad de respuesta a los problemas de facturación 8 Cleanliness of ambulance Limpieza de la ambulancia 9 Wait time to get an ambulance Tiempo de espera para conseguir una ambulancia 10 Degree to which service was worth the fees Grado en que el servicio es digno de los honorarios 11 Likelihood of recommending ambulance service Probabilidad de recomendar el servicio 12 Ambulance staff's concern for your privacy La preocupación del personal del ambulancia en cuanto a su privacidad 13 Degree ambulance staff took your condition seriously Grado en que el personal del ambulancia se tomó en serio su condición 14 Ambulance staff's efforts to inform you about treatment Los esfuerzos del personal del ambulancia para informarle sobre el procedimiento 15 Degree to which the ambulance staff worked together to care for you Grado en que el personal del ambulancia trabajó en equipo para cuidar de usted 16 Comfort of ambulance ride Confort durante el viaje en ambulancia 17 Your confidence in skill of ambulance staff Su confianza en la experiencia del personal del ambulancia 18 Ambulance staff cared for you as a person Cuidados recibidos por personal del ambulancia 19 How well your pain was controlled ¿En qué grado se ha controlado su dolor? 20 Your comfort when moved by ambulance staff Su comodidad cuando fue trasladado por el personal del ambulancia The Improvement Priority Ranking uses a combination of score and correlation to overall satisfaction to determine the most important areas for improvement. The closer to 1 the more important it is to your patients that this aspect of your service be improved upon. VITAL SIGNS PATIENT SATISFACTION REPORT 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TABLE OF CONTENTS 1.0 EXECUTIVE SUMMARY 2.0 IMPROVEMENT PRIORITY RANKING TABLE OF CONTENTS 4.0 SECTIONS 4.1 Dispatch 4.2 Communication 4.3 Medical Care 4.4 Billing 4.5 Service Quality 4.6 Overall 1 3 4 5 5 6 7 8 9 10 3.0 DEMOGRAPHIC INFORMATION VITAL SIGNS PATIENT SATISFACTION REPORT 4 4.0 SECTIONS 4.1 Dispatch Percentile ranking this period is lower 27.66%. The Dispatch section showed a 1.65% decrease overall from Previous Period to Current Period, with a total score of 95.1. Drilling down by question for the Dispatch section: •There was a 2.2% decrease for Professionalism of person on the phone Profesionalidad de la persona al teléfono, with a score of 95.0. •There was a 1.4% decrease for Ability of person on phone to meet your needs Capacidad de la persona al teléfono para satisfacer sus necesidades, with a score of 95.2. •There was a 1.6% decrease for Speed in which person on the phone dispatched help Velocidad en que la persona al teléfono envió la ayuda, with a score of 96.0. •There was a 1.4% decrease for Information given prior to ambulance arrival Información ofrecida antes de la llegada de la ambulancia, with a score of 94.2. VITAL SIGNS PATIENT SATISFACTION REPORT 5 4.2 Communication Percentile ranking this period is lower 22.92%. The Communication section showed a 1.45% decrease overall from Previous Period to Current Period, with a total score of 95.1. Drilling down by question for the Communication section: •There was a 2.2% decrease for Ambulance staff's concern for your privacy La preocupación del personal del ambulancia en cuanto a su privacidad, with a score of 94.2. •There was a 1.6% decrease for Degree ambulance staff took your condition seriously Grado en que el personal del ambulancia se tomó en serio su condición , with a score of 96.0. •There was a 0.6% decrease for Ambulance staff's efforts to inform you about treatment Los esfuerzos del personal del ambulancia para informarle sobre el procedimiento, with a score of 94.4. •There was a 1.4% decrease for Degree to which the ambulance staff worked together to care for you Grado en que el personal del ambulancia trabajó en equipo para cuidar de usted, with a score of 95.8. VITAL SIGNS PATIENT SATISFACTION REPORT 6 4.3 Medical Care Percentile ranking this period is lower 25.0%. The Medical Care section showed a 1.56% decrease overall from Previous Period to Current Period, with a total score of 94.36. Drilling down by question for the Medical Care section: •There was a 0.4% increase for Your confidence in skill of ambulance staff Su confianza en la experiencia del personal del ambulancia, with a score of 96.2. •There was a 0.8% decrease for Ambulance staff cared for you as a person Cuidados recibidos por personal del ambulancia, with a score of 96.0. •There was a 3.2% decrease for How well your pain was controlled ¿En qué grado se ha controlado su dolor?, with a score of 91.4. •There was a 2.2% decrease for Your comfort when moved by ambulance staff Su comodidad cuando fue trasladado por el personal del ambulancia, with a score of 94.8. •There was a 2.0% decrease for Comfort of ambulance ride Confort durante el viaje en ambulancia, with a score of 93.4. VITAL SIGNS PATIENT SATISFACTION REPORT 7 4.4 Billing Percentile ranking this period is lower 8.51%. The Billing section showed a 3.47% decrease overall from Previous Period to Current Period, with a total score of 86.0. Drilling down by question for the Billing section: •There was a 3.8% decrease for Helpfulness of billing personnel Amabilidad del personal de facturación, with a score of 86.0. •There was a 2.8% decrease for Ability of billing personnel to meet your needs Capacidad del personal de facturación para satisfacer sus necesidades, with a score of 86.4. •There was a 3.8% decrease for Responsiveness of billing personnel to billing issues Capacidad de respuesta a los problemas de facturación, with a score of 85.6. VITAL SIGNS PATIENT SATISFACTION REPORT 8 4.5 Service Quality Percentile ranking this period is lower 21.28%. The Service Quality section showed a 2.05% decrease overall from Previous Period to Current Period, with a total score of 92.75. Drilling down by question for the Service Quality section: •There was a 2.0% decrease for Cleanliness of ambulance Limpieza de la ambulancia, with a score of 95.2. •There was a 2.8% decrease for Wait time to get an ambulance Tiempo de espera para conseguir una ambulancia, with a score of 95.0. •There was a 2.8% decrease for Degree to which service was worth the fees Grado en que el servicio es digno de los honorarios, with a score of 87.6. •There was a 0.6% decrease for Likelihood of recommending ambulance service Probabilidad de recomendar el servicio , with a score of 93.2. VITAL SIGNS PATIENT SATISFACTION REPORT 9 4.6 Overall Percentile ranking this period is lower 20.83%. The Overall section showed a 2.0% decrease overall from Previous Period to Current Period, with a total score of 94.4. Drilling down by question for the Overall section: •There was a 2.0% decrease for Overall rating of experience Valoración general de la experiencia, with a score of 94.4. VITAL SIGNS PATIENT SATISFACTION REPORT 10 From: Bettya2692 [mailto:bettya2692@aol.com] Sent: Wednesday, February 20, 2019 8:41 AM To: Fire Subject: thanks Please pass this message on to the emt crew at the East Meadow/Middlefield Station: Last night I had a bleeding emergency ... an old sore that opened up into a vein, with blood spurting everywhere ...I could not get it to clot ..... two crews came at once, and were extremely competent. They honored my request not to use the siren, for one thing! They did everything I asked before transporting me to Stanford, including finding my glasses, shoes and coat, plus writing a note to pin on the door for my husband to see when he came home. There was blood everywhere! To my great surprise and delight, when I finally got back home around 11:30 pm I discovered that one of the crews had stayed back and had cleaned up all the blood that was on the floor, the cupboard doors, the wall, etc.!!! What a great service!! I am impressed! (I am a winter visitor in Palo Alto; our 17th winter here in our little rented home.) .... Now, on to find a carpet cleaning company that can handle blood .... Elizabeth Anderson 815 Richardson Ct. City of Palo Alto (ID # 10720) City Council Staff Report Report Type: Informational Report Meeting Date: 10/7/2019 City of Palo Alto Page 1 Summary Title: Fire Prevention Week Proclamation 2019 Title: Fire Prevention Week Proclamation 2019 From: City Manager Lead Department: Fire Attachments: Attachment A: Fire Prevention Week 2019 Proclamation Proclamation Fire Prevention Week, October 6-12, 2019 WHEREAS, the City of Palo Alto is committed to ensuring the safety and security of all those living in and visiting the community; and WHEREAS, fire is a serious public safety concern both locally and nationally, and homes are the locations where people are at greatest risk from fire; and WHEREAS, home fires killed 2,630 people in the United States in 2017, and account for the majority of U.S. fire deaths (4 out of 5) each year; and WHEREAS, the City of Palo Alto Fire Department first responders are dedicated to reducing the occurrence of home fires and home fire injuries through prevention and protection education; and WHEREAS, when the smoke alarm sounds Palo Alto residents may have less than two minutes to escape to safety and Palo Alto residents who have planned and practiced a home fire escape plan are more prepared and will, therefore, be more likely to survive a fire; and WHEREAS, Palo Alto residents should make a home escape plan, drawing a map of each level of the home, showing all doors and windows; and WHEREAS, Palo Alto residents should make sure everyone in the home knows how to call 9-1-1 or the local emergency number from a cell phone or a neighbor’s phone; and WHEREAS, Palo Alto residents should practice using different ways out and in a real emergency should get low and go under the smoke to get out quickly never going back inside the home for people, pets, or things; and WHEREAS, the City of Palo Alto residents are encouraged to participate in public education measures so they are able to take personal steps to increase their safety from fire, especially in their homes; and WHEREAS, the 2019 Fire Prevention Week theme, “Not Every Hero Wears a Cape. Plan and Practice Your Escape!” effectively serves to remind us that we need to take personal steps to increase our safety from fire. NOW, THEREFORE, I, Eric Filseth, Mayor of the City of Palo Alto, on behalf of the City Council, do hereby proclaim October 6-12, 2019 as Fire Prevention Week throughout this community; and urge all the people of Palo Alto to develop a home fire escape plan with all members of the household and practice it twice a year, and to participate in the many public safety activities and efforts of the City of Palo Alto Fire and Emergency Services during Fire Prevention Week 2019. Presented: October 7, 2019 ______________________________ Eric Filseth Mayor