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HomeMy WebLinkAboutItem 22 - Agreements for Enterprise Land Management System Information Technology https://www.santa-ana.org/it Item # 22 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report June 15, 2021 TOPIC: Agreements for Enterprise Land Management System AGENDA TITLE: Approve Agreements With Clariti Cloud, Inc., Avocette Technologies, Inc., and Park Consulting Group, Inc. For Enterprise Land Management System (Non-General Fund) RECOMMENDED ACTION 1. Authorize the City Manager to execute an Agreement with Clariti Cloud, Inc., for software subscription licensing of a permitting and licensing system for a five-year period beginning July 1, 2021 through June 30, 2026 for $1,445,476, plus a 20% contingency of $289,095, for a total not to exceed amount of $1,734,5701, subject to non-substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager to execute an Agreement with Avocette Technologies, Inc., for implementation services for a two-year period beginning July 1, 2021 through June 30, 2023 for $1,171,079, plus a 30% contingency of $351,324, for a total not to exceed amount of $1,522,403, subject to non-substantive changes approved by the City Manager and City Attorney. 3. Authorize the City Manager to execute an Agreement with Avocette Technologies, Inc., for managed support services for a three-year period beginning July 1, 2023 through June 30, 2026 for an annual not to exceed amount of $79,443, which includes a 30% contingency, for a total not to exceed amount of $317,772 over the life of the agreement, subject to non-substantive changes approved by the City Manager and City Attorney. 4. Authorize the City Manager to execute an Agreement with Park Consulting Group, Inc., for project quality assurance services for a two-year period beginning July 1, 2021 through June 30, 2023 for a total not to exceed amount of $95,000, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION Agreements for Enterprise Land Management System June 15, 2021 Page 2 1 7 8 3 The Santa Ana Property Information Network (SAPIN) is an internally developed land management, permitting, and code enforcement system that was implemented in 2000 to replace a problematic DOS-based permitting system, called GTS, that had been used by the City since 1993. GTS would frequently crash, and when it did, it was very difficult to restore the system to proper operation. In 1999, members of the City’s management team researched the software applications that were available at the time and determined that none of them could meet the functional business needs of the City of Santa Ana without heavy customization and special add-ons. Therefore, the decision was made to develop the SAPIN system in-house to better meet the City’s needs. In preparation, the City migrated its historical data from the GTS system going back to 1993 into the SAPIN system; it also loaded in other historical data from even further back. Since 2000, the City has been using the SAPIN system for plan checking, building permitting, building inspections, Public Works permitting, and Code Enforcement case management. Although the SAPIN system has been enhanced over the years and has met the needs of the City for more than two decades, its capabilities have fallen too far behind the technology and functionality now available from other off-the-shelf applications on the market. It now makes sense for the City to move from a custom application to a standard vendor package that can better meet the City’s needs and provide the improved functionality that the SAPIN system is lacking. On August 24, 2020, the Technology Department released a Request for Proposals (RFP No. 20-108) for an Enterprise Land Management System and Implementation Services. The RFP included extensive system requirements and objectives. The City was open to both on-premise and cloud-based solutions, and the RFP also included a request for services for implementation, data conversion, integration with other City systems, and ongoing managed services after go-live. We notified 543 vendors of the RFP. The City conducted a demo of the SAPIN system for all prospective bidders so they could see the specific capabilities the City already has and would continue to require in a new system. The City received four proposals. These proposals were subsequently reviewed by a selection committee composed of staff from the Information Technology Department, Public Works Agency, and the Planning and Building Agency (Planning Division, Building Division, and Code Enforcement). The reviewers ranked the proposals as follows: Agreements for Enterprise Land Management System June 15, 2021 Page 3 1 7 8 3 Rank Proposer Headquarters Score (300 max) 1 Avocette/Clariti New Westminster, BC, Canada 244.5 2 Infor Public Sector, Inc.New York, NY 232.5 3 Computronix USA, Inc.Lakewood, CO 230.5 4 TruePoint/Accela Loomis, CA 223.5 The top-ranked proposal was recieved from Avocette Technologies Inc. (“Avocette”), a system implementation partner, which proposed implementing the Clariti Cloud Inc. (Clariti) Permitting and Licensing System. The selection committee performed further due diligence of this top proposal, including having a multi-day, detailed, scripted demonstration and conducting reference checks with both Avocette and Clariti customers, including the County of Orange, which uses the Clariti system. The Clariti Permitting and Licensing application runs on the Salesforce.com cloud platform and includes numerous features the City was seeking, including the following: an online customer portal, GIS integration, mobile access for staff, robust transaction accounting, billing capabilities, and integration with the City’s ePlan application. (Exhibit A is the agreement with Clariti and Salesforce for software subscription licensing.) As the application implementation and support vendor, Avocette will provide the implementation and integration services for the Clariti system, as well as the on-going managed services of the system using its ServicePlus offering. These on-going managed services will be provided through June 2026. (Exhibit B is the agreement with Avocette for the implementation and integration services; Exhibit C is the agreement for the on- going managed services.) For the selection portion of this project, the City utilized Park Consulting Group Inc. (PCG) to assist with the identification of software vendors, RFP development, and contract negotiations for the project. PCG specializes in Land Management System consulting and has assisted other local agencies with procurement and implementation services including the County of Orange, City of Newport Beach, City of Fullerton, City of Huntington Beach, City of Lake Forest, and the City of Aliso Viejo. The City would like to contract with PCG to provide project oversight and quality assurance in order to help monitor the ongoing progress of the project and assist with any functional issues that arise. (Exhibit D is the agreement for these services with PCG.) ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funding is available in the Information Technology Projects accounting unit 10920149 for FY 2020-21 to cover the implementation costs associated with FY21-22 and FY22-23. Staff will request a carryover of the FY20-21 appropriation to provide funding for the next Agreements for Enterprise Land Management System June 15, 2021 Page 4 1 7 8 3 two years. In subsequent years, contract funding will be budgeted in Specialized Systems accounting unit 10920143 and charged back to user department budgets, many of which are in the General Fund. The following is an estimate of the account distribution by fiscal year; however, the actual amounts for each fiscal year may vary based on the timing of the system implementation. Account Unit – Account # Account Description FY 21-22 FY 22-23 FY 23-24 FY 24-25 FY 25-26 Total 10920149- 62300 Contract Services $1,454,439 $242,406 $1,696,845 10920149- 62306 Software Maintenance $265,941 $281,941 $547,882 10920143- 62300 Contract Services $79,443 $79,443 $79,443 $238,329 10920143- 62306 Software Maintenance $290,399 $299,111 $308,084 $897,594 Total $1,720,380 $524,347 $369,842 $378,554 $387,527 $3,380,650 EXHIBIT(S) 1. Agreement with Clariti Cloud 2. Agreement with Avocette for Implementation Services 3. Agreement with Avocette for ServicePlus 4. Agreement with Park Consulting Group Submitted By: Jack Ciulla, Chief Technology Innovations Officer Approved By: Kristine Ridge, City Manager  Information Technology https://www.santa-ana.org/it Item # 22 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report June 15, 2021 TOPIC: Agreements for Enterprise Land Management System AGENDA TITLE: Approve Agreements With Clariti Cloud, Inc., Avocette Technologies, Inc., and Park Consulting Group, Inc. For Enterprise Land Management System (Non-General Fund) RECOMMENDED ACTION 1. Authorize the City Manager to execute an Agreement with Clariti Cloud, Inc., for software subscription licensing of a permitting and licensing system for a five-year period beginning July 1, 2021 through June 30, 2026 for $1,445,476, plus a 20% contingency of $289,095, for a total not to exceed amount of $1,734,5701, subject to non-substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager to execute an Agreement with Avocette Technologies, Inc., for implementation services for a two-year period beginning July 1, 2021 through June 30, 2023 for $1,171,079, plus a 30% contingency of $351,324, for a total not to exceed amount of $1,522,403, subject to non-substantive changes approved by the City Manager and City Attorney. 3. Authorize the City Manager to execute an Agreement with Avocette Technologies, Inc., for managed support services for a three-year period beginning July 1, 2023 through June 30, 2026 for an annual not to exceed amount of $79,443, which includes a 30% contingency, for a total not to exceed amount of $317,772 over the life of the agreement, subject to non-substantive changes approved by the City Manager and City Attorney. 4. Authorize the City Manager to execute an Agreement with Park Consulting Group, Inc., for project quality assurance services for a two-year period beginning July 1, 2021 through June 30, 2023 for a total not to exceed amount of $95,000, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION Agreements for Enterprise Land Management System June 15, 2021 Page 2 The Santa Ana Property Information Network (SAPIN) is an internally developed land management, permitting, and code enforcement system that was implemented in 2000 to replace a problematic DOS-based permitting system, called GTS, that had been used by the City since 1993. GTS would frequently crash, and when it did, it was very difficult to restore the system to proper operation. In 1999, members of the City’s management team researched the software applications that were available at the time and determined that none of them could meet the functional business needs of the City of Santa Ana without heavy customization and special add-ons. Therefore, the decision was made to develop the SAPIN system in-house to better meet the City’s needs. In preparation, the City migrated its historical data from the GTS system going back to 1993 into the SAPIN system; it also loaded in other historical data from even further back. Since 2000, the City has been using the SAPIN system for plan checking, building permitting, building inspections, Public Works permitting, and Code Enforcement case management. Although the SAPIN system has been enhanced over the years and has met the needs of the City for more than two decades, its capabilities have fallen too far behind the technology and functionality now available from other off-the-shelf applications on the market. It now makes sense for the City to move from a custom application to a standard vendor package that can better meet the City’s needs and provide the improved functionality that the SAPIN system is lacking. On August 24, 2020, the Technology Department released a Request for Proposals (RFP No. 20-108) for an Enterprise Land Management System and Implementation Services. The RFP included extensive system requirements and objectives. The City was open to both on-premise and cloud-based solutions, and the RFP also included a request for services for implementation, data conversion, integration with other City systems, and ongoing managed services after go-live. We notified 543 vendors of the RFP. The City conducted a demo of the SAPIN system for all prospective bidders so they could see the specific capabilities the City already has and would continue to require in a new system. The City received four proposals. These proposals were subsequently reviewed by a selection committee composed of staff from the Information Technology Department, Public Works Agency, and the Planning and Building Agency (Planning Division, Building Division, and Code Enforcement). The reviewers ranked the proposals as follows: Rank Proposer Headquarters Score (300 max) 1 Avocette/Clariti New Westminster, BC, Canada 244.5 2 Infor Public Sector, Inc. New York, NY 232.5 3 Computronix USA, Inc. Lakewood, CO 230.5 4 TruePoint/Accela Loomis, CA 223.5 Agreements for Enterprise Land Management System June 15, 2021 Page 3 The top-ranked proposal was recieved from Avocette Technologies Inc. (“Avocette”), a system implementation partner, which proposed implementing the Clariti Cloud Inc. (Clariti) Permitting and Licensing System. The selection committee performed further due diligence of this top proposal, including having a multi-day, detailed, scripted demonstration and conducting reference checks with both Avocette and Clariti customers, including the County of Orange, which uses the Clariti system. The Clariti Permitting and Licensing application runs on the Salesforce.com cloud platform and includes numerous features the City was seeking, including the following: an online customer portal, GIS integration, mobile access for staff, robust transaction accounting, billing capabilities, and integration with the City’s ePlan application. (Exhibit A is the agreement with Clariti and Salesforce for software subscription licensing.) As the application implementation and support vendor, Avocette will provide the implementation and integration services for the Clariti system, as well as the on-going managed services of the system using its ServicePlus offering. These on-going managed services will be provided through June 2026. (Exhibit B is the agreement with Avocette for the implementation and integration services; Exhibit C is the agreement for the on- going managed services.) For the selection portion of this project, the City utilized Park Consulting Group Inc. (PCG) to assist with the identification of software vendors, RFP development, and contract negotiations for the project. PCG specializes in Land Management System consulting and has assisted other local agencies with procurement and implementation services including the County of Orange, City of Newport Beach, City of Fullerton, City of Huntington Beach, City of Lake Forest, and the City of Aliso Viejo. The City would like to contract with PCG to provide project oversight and quality assurance in order to help monitor the ongoing progress of the project and assist with any functional issues that arise. (Exhibit D is the agreement for these services with PCG.) ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funding is available in the Information Technology Projects accounting unit 10920149 for FY 2020-21 to cover the implementation costs associated with FY21-22 and FY22-23. Staff will request a carryover of the FY20-21 appropriation to provide funding for the next two years. In subsequent years, contract funding will be budgeted in Specialized Systems accounting unit 10920143 and charged back to user department budgets, many of which are in the General Fund. The following is an estimate of the account distribution by fiscal year; however, the actual amounts for each fiscal year may vary based on the timing of the system implementation. Agreements for Enterprise Land Management System June 15, 2021 Page 4 Account Unit – Account # Account Description FY 21-22 FY 22-23 FY 23-24 FY 24-25 FY 25-26 Total 10920149- 62300 Contract Services $1,454,439 $242,406 $1,696,845 10920149- 62306 Software Maintenance $265,941 $281,941 $547,882 10920143- 62300 Contract Services $79,443 $79,443 $79,443 $238,329 10920143- 62306 Software Maintenance $290,399 $299,111 $308,084 $897,594 Total $1,720,380 $524,347 $369,842 $378,554 $387,527 $3,380,650 EXHIBIT(S) 1. Agreement with Clariti Cloud 2. Agreement with Avocette for Implementation Services 3. Agreement with Avocette for ServicePlus 4. Agreement with Park Consulting Group Submitted By: Jack Ciulla, Chief Technology Innovations Officer Approved By: Kristine Ridge, City Manager CLARITI CLOUD INC. Subscription Agreement Version: 3.19.9 Release Date: February 2021 Copyright 2020 Clariti Cloud Inc. All rights reserved Information in this document is subject to change without notice. All information in this document is confidential and proprietary to Clariti Cloud Inc. and is subject to the nondisclosure clause of your individual or corporate agreement. This document is for informational and training purposes only, and may not be shared outside of your organization without obtaining the express written consent of Clariti Cloud Inc. Clariti Cloud Inc. 1.866.999.1846 info@claritisoftware.com Copyright 2020 Clariti Cloud Inc. All rights reserved. 2 CLARITI SUBSCRIPTION AGREEMENT This Subscription Agreement effective the Effective Date indicated below is made by and between Clariti Cloud Inc, of 422 Richards St, Suite 170, Vancouver, BC, V6B 2Z4 (“CLARITI”) and the Customer identified below (the “Customer”) (collectively the “Parties” and each a “Party”). For valuable consideration, the receipt and sufficiency of which each of the Parties acknowledges, the Parties hereby covenant and agree as follows: 1. Introduction 1.1. Clariti™ (“CLARITI”) is a proprietary, modular, web-based software solution for municipalities, accessible through the Apex Platform™ online platform (the “Apex Platform”) operated by Salesforce.com Inc. (“Salesforce.com”). 1.2. The details of Customer’s access to and use of CLARITI, including the number of authorized Users (defined in paragraph 4.1), will be specified in written quotes and purchase orders issued by the Parties. Purchase orders are sent from the Customer to CLARITI, from time to time (each an “Order”), which are governed by and form part of this Agreement. The Initial Order is attached as Exhibit B and incorporated herein by reference. 1.3. Customer’s access to and use of CLARITI and the Apex Platform are governed by this Agreement and the Salesforce.com End User Subscription Agreement between the Customer and Salesforce.com attached as Exhibit “A” to this Agreement (collectively the “SFDC Agreements”). By signing this Agreement, Customer acknowledges and signifies to CLARITI and Salesforce.com that Customer has understood and agreed to the Salesforce.com End User Subscription Agreement. If there is any inconsistency or conflict between this Agreement and the SFDC Agreements, then this Agreement will take priority and govern regarding Customer’s access to and use of CLARITI and the relationship between Customer and CLARITI, and the SFDC Agreements will take priority and govern regarding Customer’s access to and use of the Apex Platform and the relationship between Customer and Salesforce.com. 2. Term and Services 2.1. Term of Agreement and Orders: The initial term of this Agreement is for the period set forth in the initial Order commencing on the Effective Date (the “Initial Term”), unless terminated earlier by either Party pursuant to this Agreement. Unless expressly stated otherwise in an Order, this Agreement will automatically renew for additional one-year periods (each a “Renewal Term”), unless terminated earlier pursuant to this Agreement or unless either Party gives notice of non-renewal to the other Party by no later than ninety (90) days before the end of the Initial Term or the then-current Renewal Term. For purposes of this Agreement, the Initial Term and all Renewal Terms are referred to collectively as the “Term”. The term of each Order will commence on the effective date specified on the Order and expire on the expiration date specified in the Order, unless terminated earlier pursuant to this Agreement or the terms of the Order. Any changes to the Order quantity must be submitted 30 days before renewal. Each Order will automatically renew for additional one-year periods at the list price and quantity in effect at the time of renewal unless: (a) the Order is terminated earlier pursuant to this Agreement; (b) either Party gives notice of non-renewal to the other Party by no later than ninety (90) days before the end of the then-current term of the Order; or (c) the Order expressly states that it will not automatically renew. 2.2. CLARITI Services: Subject to the provisions of this Agreement and the SFDC Agreements, CLARITI will provide the Customer the Services during the Term to access and use through the Apex Platform: (a) the CLARITI modules specified in valid and subsisting Orders; and (b) online training and technical support materials for those CLARITI modules (collectively, the “CLARITI Services”). 2.3. Optional Services: CLARITI will provide optional services to or for the benefit of Customer (the “Optional Services”), as specified in applicable Orders. Unless otherwise agreed in writing by the Parties, Optional Services will be provided only during the Term and subject to this Agreement and such additional terms and conditions (including payment of additional fees) as agreed in writing by the Parties. 2.4. Orders: Each time Customer wishes to request CLARITI Services and Optional Services (collectively, the “Services”) from CLARITI, Customer will sign and deliver to CLARITI a completed Order in the form prescribed by CLARITI. An Order submitted by Customer will not be binding on CLARITI unless and until CLARITI accepts the Order in writing. 2.5. Technical Support. Customer will ensure that all requests for technical support regarding the services or system warranty and the apex platform are directed to Clariti only, and not to salesforce.com. Any request for technical support made by customer or any users to salesforce.com will be subject to an additional fee payable by customer. 3. Customer Data 3.1. Ownership of Customer Data: CLARITI will not acquire any right, title to interest in, to or associated with the data provided by Customer or created by Customer using the Services (collectively, the “Customer Data”). 3.2. Storage/Return of Customer Data: Customer Data is stored by Salesforce.com in the Apex Platform and is subject to the Salesforce.com End User Subscription Agreement. At any time upon request by Customer during the Term and within thirty (30) days after the end of the Term, CLARITI will request that Salesforce.com return all Customer Data in the Apex Platform to Customer in accordance with the Salesforce.com End User Subscription Agreement. CLARITI and Salesforce.com are not responsible for the privacy, security or integrity of Customer Data that is transmitted outside the Apex Platform. 3.3. Consent and License of Customer Data: Certain Services may require that CLARITI and Salesforce.com access, use, process and transmit Customer Data, and certain CLARITI modules or additional functionalities (including data integration with Customer’s systems) may result in Customer Data being transmitted from the Apex Platform to other computer systems. Customer authorizes and consents to such use of Customer Data by CLARITI and Salesforce.com, and hereby grants to CLARITI and Salesforce.com a non-exclusive, royalty free, world-wide right and license during the Term to access, copy, process and otherwise use Customer Data as may be required to provide the Services, perform CLARITI’s obligations under this Agreement or to create Anonymized Data. "Anonymized Data" means Customer Data which has been stripped of information potentially identifying Customer or which contains any Personal Information, and has been manipulated or combined to provide generalized anonymous information that cannot be reverse-engineered to identify the Customer or identify an individual. 3.4. Disclaimer: Use of Customer Data is at Customer’s own risk. Customer is solely responsible for, and bears all risks and liabilities associated with, all Customer Data. CLARITI does not have any control over Customer DATA AND is not responsible or liable for Salesforce.com’s storage of Customer Data or the deletion, correction, destruction, damage, loss of or failure to store any Customer Data. CLARITI makes no representation, warranty, condition or guarantee of any nature or kind whatsoever, whether express, implied or statutory, or arising from custom or trade usage or by any course of dealing or course of performance, regarding Customer Data, and disclaims any and all responsibility and liability for Customer Data to the fullest extent permitted by law. 4. Authorized Users 4.1. Users: Customer will access and use the Services only through Customer’s authorized representatives (each a “User”) with a valid and subsisting account (each an “Account”) and username and password issued by or on behalf of CLARITI (collectively, “Codes”). Customer will appoint and authorize one or more Users (each an “Administrator”) to appoint other Users and administer Customer’s use of the Services. Customer will not authorize more Users than the number of Users specified in valid and subsisting Orders. A User whose employment has been terminated by Customer or who will otherwise no longer use the Service may be replaced with a new User. Customer is fully responsible and liable for, and bears all risks relating to, all use of the Services by Users and all acts or omissions by Users and will ensure that all Users comply with the terms of this Agreement and the SFDC Agreements. 4.2. Registration/Changes: CLARITI may refuse to register any individual as a User, and may, acting reasonably, restrict, suspend or terminate (in whole or in part) the permission granted to any User to access and use the Services. A User’s permission to access or use the Services will automatically be terminated if Salesforce.com suspends or terminates the User’s permission to access or use the Apex Platform. 4.3. Accounts/Codes: Accounts and Codes are specific to the User for whom they are issued and may not be shared with any other person. Copyright 2020 Clariti Cloud Inc. All rights reserved. 3 Customer will ensure that all Users keep their Codes secure and confidential at all times and not permit any other person to use their Account or Codes, and immediately notify CLARITI if they know or suspect that any Account or Code has become known to or used by any unauthorized person. Customer is fully responsible and liable for the security of all Customer Codes and all use and misuse of Customer Codes and Customer Accounts. If CLARITI, in its discretion, considers a Code to be insecure or to have been used inappropriately, then CLARITI may immediately cancel the Code without any notice to Customer, the affected User, or any other person. 4.4. Disclaimer: Codes may not prevent unauthorized access to Customer Data or other information Customer or Users may use in connection with the Services. CLARITI is under no obligation to verify the actual identity or authority of the user of any Codes, Accounts or the Services, and is not responsible or liable for unauthorized access to the Services or any unauthorized or alteration, theft or destruction of Customer Data through accident, fraudulent means or devices, or any other method, unless the direct result of CLARITI’s actions or gross negligence. 5. Fees 5.1. Fees - General: Customer will pay to CLARITI the applicable fees (the “Fees”) for the Services as specified in Orders or as otherwise set forth in this Agreement. If the Fees are not specified in an Order or this Agreement, they will be based upon the rates in the current schedule of fees available on CLARITI’s websites (the “Fee Schedule”), which may be changed by CLARITI in its discretion from time to time. User-based Fees will be based upon the total number of Users specified in applicable Orders, whether or not the corresponding Accounts are actively used during the billing period. All Fees in Orders are annual, and unless otherwise expressly set forth in an Order, Users added during a billing period will be subject to payment of Fees on a prorated basis. 5.2. Fees – Data Storage: The Services include an amount of data storage calculated on a per User basis, as specified in the applicable Order. If the amount of data storage used by Customer during a billing period exceeds those limits, Customer will be charged additional Fees based upon the then current Fee Schedule. 5.3. Fees – Full Sandbox(s): The Services require a 1 Full SalesForce sandbox be quoted and purchased for the purposes of receiving ongoing CLARITI updates. The Full Sandbox shall be refreshed to match the SalesForce production org on a quarterly basis. The Full Sandbox may be used by other parties, (Customer, CLARITI Partners) for other purposes with the understanding that they are aware and responsible for preserving any of their modifications, as the quarterly sandbox refresh will remove those changes to match the production org. 5.4. Taxes: Fees are exclusive of all applicable federal, state, provincial, county, municipal and other sales, use, value-added, property, excise, import, foreign, withholding and other governmental taxes, duties, charges, levies, fees, excises, tariffs and assessments, of any nature whatsoever now or hereafter imposed (collectively, “Taxes”). Customer is solely responsible and liable for, and will pay to CLARITI, all Taxes (other than corporate income taxes payable by CLARITI) associated with, based on or due as a result of the Fees, and all related interest, penalties and expenses. 5.5. Payments: For each Order, CLARITI will prepare and deliver an invoice to the Customer or Reseller setting out the applicable Fees and Taxes payable to CLARITI. Each invoice will be due and payable in accordance with the payment terms and method set forth in the Order or otherwise agreed to in writing by the Parties. CLARITI may deliver invoices to Customer by email. If payment is due beyond 45 days in arrears of Term, CLARITI may cancel Customer licensing. 5.6. Compliance – User Services: - Customer understands that for the Services identified on the Section 5.5 invoice, there are certain Clariti and Salesforce.com license capabilities and limitations per Customer Org that are contractual in nature (e.g., the limit on the number of custom objects is not limited as a technical matter by the Services) and therefore the Customer agrees to strictly monitor and manage all System Integrators, Technical Staff and Users' use of such subscriptions in the Customer Org and adhere to the capabilities. The subscription capabilities are documented here Clariti OEM License Comparison and Clariti Platform Limitations. CLARITI may itself review Customer's use of subscriptions at any time through the Service. 5.7. Compliance – Customer Community, Community Plus Services: - Customer understands that for the Customer Community Services identified on the Section 5.5 invoice, if Customer User logins in the applicable Org exceeds the Permitted Number of Monthly Logins (as described in the Order) in each of four consecutive calendar months, Reseller will be charged 1.5 times the per-Login price (based on the “Monthly/Unit Price’ specified in the invoice) for each excess Customer User login in such fourth month and in each consecutive month thereafter in which the aggregate number of Customer User logins in the Org exceeds the Permitted Number of Monthly Logins. Such additional fees will be charged to Reseller monthly in arrears in accordance with the billing and payment methods specified above. Unused logins are forfeited at the end of each month and do not roll over to subsequent months. The beginning and end of each calendar month will conform to U.S. Pacific Time. 5.8. Audit: - CLARITI may audit use of User Services and subscriptions through the CLARITI and Salesforce.com Service. Should any audit reveal any unauthorized use of Services, Customer agrees to pay to CLARITI, within forty-five (45) days of CLARITI's notice of the audit results the price charged by CLARITI to Customer for the applicable Service in the same Org showing unauthorized use (taken as a group), beginning with the date of the first violation through the end of the then current subscription term (the “True Up Payment”). Upon payment of the True Up Payment, all Services showing unauthorized use will be converted into compliant Services and invoiced accordingly. 6. Apex Platform 6.1. Access to Platform: Customer’s access to and use of the Services will depend upon the access to and use of the Apex Platform (also referred to as an “Org”, “Sandbox”, or “Salesforce Organization”), which is operated and controlled solely by Salesforce.com, and is subject to the Salesforce.com End User Subscription Agreement. 6.2. Disclaimer: CLARITI has no control over Salesforce.com or the Apex Platform And is not responsible or liable for the Apex Platform or any related matters or any act or omission by Salesforce.com or any of its personnel or representatives. 7. Restrictions re Services 7.1. Restrictions: Customer will use the Services only as expressly authorized by this Agreement and only for Customer’s own internal business purposes, and not for any other purpose whatsoever. Without limiting the generality of the foregoing, Customer will not directly or indirectly: (a) use, disclose, or provide or permit access to or use of, the Services except as expressly authorized by this Agreement; (b) copy the online training and technical support materials except as necessary for their use as expressly set forth in this Agreement; (c) assign, authorize, license, sublicense, grant, sell, resell, share, lend, lease, loan, transfer, publish, transmit, publicly display or perform, distribute, rent, create any interest in, or otherwise give or make available or permit the use of or commercially exploit the Services or their functionality or performance, by or for the benefit of any other person, with or without charge; (d) modify or create derivative works from or based on the Services; (e) create links to or frame or mirror the Services; (f) alter, attempt to circumvent, destroy, obscure, or remove any notices, proprietary marks or codes, means of identification, or digital rights management tools or information, security or control measures (including license keys), or agreements (including end user agreements) on, in or in relation to the Services; (g) reverse engineer or access the Services or the Apex Platform in order to: (i) create a competitive product or service, or a product or service using similar ideas, features, functions or graphics; or (ii) copy any ideas, features, functions or graphics of the Service; or (h) permit, assist or encourage any other person to do any of the foregoing. 7.2. Prohibited Users/Uses: Customer may not access or use the Services or the Apex Platform if Customer is a direct competitor of Salesforce.com or CLARITI, or for the purpose of monitoring availability, performance, or functionality, or for any other benchmarking or competitive purposes. Customer will not, and will ensure that its Users do not, use the Services: (a) for any unlawful or immoral purpose; (b) to send spam or otherwise duplicative or unsolicited messages prohibited by applicable law; (c) to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (d) to send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (e) to interfere with or disrupt the integrity or performance of the Services or the Apex Platform or the data contained therein; or (f) to attempt to gain unauthorized access to the Services or the Apex Platform or related systems or networks. Customer will not, and will ensure that its Users do not, develop applications for internal use with the Apex Platform or the Services without the expressly prior written consent of CLARITI and Salesforce.com. Customer will use commercially reasonable Copyright 2020 Clariti Cloud Inc. All rights reserved. 4 efforts to prevent unauthorized access to or use of the Services or the Apex Platform and will promptly notify CLARITI of any unauthorized access to or use of the Services or the Apex Platform. 7.3. Changes: Customer acknowledges and agrees that CLARITI may in its discretion change the Services from time to time, but shall provide notice of material changes to Customer. If any substantive changes to the Services are not approved by Customer, then Customer shall have the option to terminate the Agreement in its sole discretion. “substantive changes” means any change that fundamentally changes the nature of the Services offered to the Customer. 8. Proprietary Rights 8.1. General: CLARITI and its licensors will at all times own and retain all right, title and interest (including all intellectual property rights) in, to and associated with the Services and all related content, software and technologies. Salesforce.com will at all times own and retain all right, title and interest (including all intellectual property rights) in, to and associated with the Apex Platform and all related content, software and technologies. Customer will not acquire any right, title or interest in, to or associated with the Services or the Apex Platform or any related software or technologies, except for the limited license set forth in paragraph 2.2. 8.2. CLARITI Marks: Clariti™, Clariti Cloud Inc.,™ and related logos and marks are the trademarks of CLARITI (“CLARITI Marks”). Customer will not acquire any license to use, or any right, title or interest in, to or associated with, any of those trademarks. 8.3. Disclosure of Customer Information to Salesforce.com: CLARITI will disclose information regarding Customer and Orders (including contact information regarding Customer’s representatives) to Salesforce.com. CLARITI has no control over, or any responsibility or liability for, Salesforce.com’s collection, use, or disclosure of that information. 8.4. CLARITI Property & Reservation: CLARITI expressly reserves all rights in CLARITI Property, including all intellectual property rights. All right, title and interest in the CLARITI Property, and any update, modification, adaptation, translation, customization or derivative work thereof, is and remains with Provider (or Provider’s third party suppliers, as applicable). The CLARITI Property is licensed on a subscription basis and not “sold” to Customer. CLARITI and its licensors will at all times own and retain all right, title and interest (including all intellectual property rights) in, to and associated with the CLARITI Property “CLARITI Property” means the Services, CLARITI Marks and Anonymized Data, and all materials provided by Provider and not specifically granted to Customer. 9. Representations / Disclaimers / Liability Limitations 9.1. Representations/Warranties of Customer: Customer represents and warrants to CLARITI that now and at all times during the Term: (a) Customer has the right, power, capacity and authority to enter into and perform its obligations under this Agreement and to grant the licenses, authorizations and permissions set forth in this Agreement (including regarding access to and use of Customer Data); (b) all information provided by Customer to CLARITI in an Order or otherwise is true, accurate, current and complete; and (c) Customer’s use of the Services complies with all applicable local, state, national and foreign laws, treaties and regulations, including those related to data privacy, international communications and the transmission of technical or personal data and (d) the provision of, or transmission of, any Customer Data to CLARITI and the use of such Customer Data for the purposes described in this Agreement does not and will not violate or infringe the rights of any person and Customer has obtained all appropriate and necessary consents to do so. 9.2. Representations/Warranties of CLARITI: CLARITI represents and warrants to Customer that CLARITI has the corporate power, capacity and authority to enter into this Agreement. Functionality that was configured/developed by CLARITI and has unexpectedly stopped working is covered for up to one year from the date of implementation. (“System Warranty”) Note that warrantied items can only be diagnosed by CLARITI. Custom development performed by any non-CLARITI entity and functionality related to payment processing is excluded from System Warranty. 9.3. SalesForce Development Lifecycle Restriction: Customer agrees to have its technical staff or system integrator staff maintain environments and best practices described in https://resources.docs.salesforce.com/196/latest/en- us/sfdc/pdf/salesforce_development_lifecycle.pdf . System issues that arise due to not following procedures described in sections “Chapter 2: Development Environments”, for single and multiple projects, “CHAPTER 4 Track and Synchronize Development Changes”, “CHAPTER 5 Release Management” are excluded from Section 9.2 System Warranty. 9.4. No Other Representations/Warranties: The representations and warranties set forth in paragraph 9.2 are in lieu of all other representations, warranties, conditions and guarantees from CLARITI. The Services are provided “as is and with all faults”, and without any, SUBJECT TO THE SYSTEM WARRANTY, representations, warranties, conditions or guarantees of any nature or kind whatsoever, whether express, implied or statutory, or arising from custom or trade usage or by any course of dealing or course of performance, including any representations, warranties, conditions or guarantees of or relating to: accuracy; capacity; completeness; delays; durability; errors; fitness for a particular purpose; lack of viruses or other harmful component, errors, or interrupted service; merchantability; non-infringement; performance; quality; results; suitability; timeliness; title; or workmanlike effort; all of which are hereby disclaimed by CLARITI to the fullest extent permitted by law. Without limiting the generality of the foregoing, CLARITI does not represent, warrant, or guarantee that: (a) the Services will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, will meet Customer’s requirements or expectations, or will comply with applicable laws or be free from errors or uninterrupted service; (b) errors or defects will be corrected, or (c) the Services and related software and systems are free of viruses or other harmful components. 9.5. General Disclaimer: Use of the Services and the Apex Platform is at Customer’s own risk. The Services and the Apex Platform may be affected by numerous factors beyond CLARITI’s control, and may not be continuous or uninterrupted or secure. Security and privacy risks cannot be eliminated. Customer is solely responsible for Customer’s and Users’ use of the Services and the Apex Platform. Customer hereby acknowledges that the Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications, and CLARITI is not responsible or liable for any delays, delivery failures, or other damage resulting from such problems. 9.6. Liability Limitation: CLARITI WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT, BREACH OF WARRANTY, OR IN TORT, AND EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND THE CUSTOMER HEREBY RELEASES CLARITI OF SAME. IN ANY EVENT, CLARITI’S LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED ONLY TO DIRECT, VERIFIABLE DAMAGES, INCLUDING BREACH RESPONSE COSTS, REGULATORY FINES AND PENALTIES, AS WELL AS CREDIT MONITORING EXPENSES, AS APPLICABLE, ARISING FROM CLARITI’S NEGLIGENCE, MATERIAL NON-FULFILLMENT OR BREACH OF ANY WARRANTY OR COVENANT, OR ANY MATERIAL MISREPRESENTATION, EXPRESSLY PROVIDED UNDER THIS AGREEMENT. (a) General/Definition: this paragraph 9.6 applies regardless of any negligence or other fault or wrongdoing (including fundamental breach or gross negligence) by CLARITI or Salesforce.com, and even if they have been advised of the possibility of the loss or damage being incurred; and in this paragraph 9.6, references to “CLARITI” and “Salesforce.com” includes their respective past, present and future directors, officers, employees, agents, representatives, service providers, subcontractors, suppliers, licensors, licensees, and each of them, jointly and severally. 9.7. Fair Allocation of Liability: Customer acknowledges and agrees that this Agreement presents a fair allocation of risk and liability, which is reflected in the Fees to be paid by Customer. 9.8. Cyber Insurance: CLARITI shall be required to retain Cyber Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate, during the Term of this Agreement. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by CLARITI in this Agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide Copyright 2020 Clariti Cloud Inc. All rights reserved. 5 coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. 10. Indemnity 10.1. Indemnity: Customer will defend, indemnify, and save and hold harmless CLARITI and its personnel and representatives from and against all Claims and Proceedings directly or indirectly arising from, connected with, or relating to Customer’s use of the Services and the Apex Platform, or any actual or alleged negligence, misconduct or breach of this Agreement or the SFDC Agreements by Customer or any other person for whom Customer is under this Agreement or in law responsible, or any breach of Customer’s warranties under this Agreement. Customer will assist and co-operate as fully as reasonably required by CLARITI in the defence of all third-party Claims and third party Proceedings. Additionally, CLARITI will defend, indemnify, and save and hold harmless Customer and its personnel and representatives from and against all Claims and Proceedings directly arising from any actual gross negligence, wilful misconduct or material breach of this Agreement or the SFDC Agreements by CLARITI or any other person for whom CLARITI is in law responsible, or any breach of CLARITI’s express warranties under this Agreement. CLARITI will assist and co-operate as fully as reasonably required by Customer in the defence of all third-party Claims and third party Proceedings. In this Agreement: (a) “Claims” means claims, counterclaims, complaints, demands, causes of action, liabilities, obligations, damages, losses, legal fees, costs, expenses and disbursements (including reasonable attorneys’ fees and court costs) of any nature or kind, whatsoever and howsoever arising, whether known or unknown, whether in law or in equity or pursuant to contract or statute, and whether in any court of law or equity or before any arbitrator or other body, board or tribunal; and (b) “Proceedings” means actions, suits, proceedings and hearings of any nature and kind in any court of law or equity or before any arbitrator or other body, board or tribunal. 11. Termination and Suspension 11.1. Termination: CLARITI or Customer may in its discretion terminate this Agreement for cause if the other party fails to cure any default upon reasonable notice. This Agreement will automatically and immediately terminate if Customer’s access to and use of the Apex Platform is prohibited by Salesforce.com. If this Agreement is terminated, Customer will promptly pay all outstanding fees and charges. Each Order will automatically and immediately terminate upon the expiration or termination of this Agreement. 11.2. Suspension of Services by CLARITI: Notwithstanding any other provision of this Agreement, if Customer fails to make a required payment under this Agreement, CLARITI may immediately suspend the provision of all or any portion of the Services upon 30 days’ notice to Customer. In addition to other rights and remedies of CLARITI under this Agreement, CLARITI may suspend, terminate or limit (in CLARITI’s sole discretion) Customer’s access to or use of the Services, or any part of it, with reasonable notice in order to: (a) prevent damage to, or degradation of the integrity of, CLARITI’s systems, CLARITI Property or Customer’s systems; or (b) comply with any law, regulation, court order or other governmental request or order. CLARITI will use commercially reasonable efforts to notify Customer of a limitation, suspension or termination action as soon as reasonably practicable. In the event of a limitation or suspension, CLARITI will restore Customer’s access to the Offering when CLARITI determines the event has been resolved. Nothing in this Agreement will limit CLARITI’s right to take any action or invoke remedies or will act as a waiver of CLARITI’s rights in any way with respect to any of the foregoing activities. Unless found to be done in bad faith, no such suspension will be a breach of this Agreement by CLARITI, entitle Customer to a refund or suspension of fees, or give rise to any liability by CLARITI to Customer or any other person. 11.3. Survival: Notwithstanding any other provision of this Agreement, Sections 5, 8, 9, 10, and 12 and paragraphs 6.2, 3.1, 3.2, 3.3, 3.4, 4.4, 7.1 and 11.3 of this Agreement, and all other provisions necessary to their interpretation or enforcement, will survive indefinitely after the termination of this Agreement and will remain in full force and effect and be binding upon the Parties as applicable. 12. General 12.1. Notices: CLARITI may deliver Orders, Invoices and other notices to Customer by email, facsimile, or delivery to the addresses on record in CLARITI’s Customer file. Customer will give all notices to CLARITI under this Agreement in writing delivered by courier, by email, or by facsimile transmission to CLARITI’s current address for delivery specified on in the signature block of this Agreement, as may be updated from time to time with notice. 12.2. Publicity. CLARITI may reference Customer in CLARITI’s advertising and promotional activities and materials (including CLARITI websites) and may list Customer in any listing or directory of CLARITI customers subject to Customer’s prior written consent. Upon request by CLARITI, Customer may provide CLARITI with Customer’s trademark or logos for use in such promotional materials, lists and directories. 12.3. Solution Feedback - Access to personnel: For the purposes of improving the CLARITI Product and Services, the Customer shall make available to CLARITI’s Product Management and Customer For Life team representatives from the leadership, IT, and user communities on a quarterly basis. Solution feedback in the form of surveys and online meetings will capture product usage, including but not limited to: CLARITI Solution fit, CLARITI Model Utilization, CLARITI and Partner Training Utilization, Certification Attainment of Partner and Customer staff, performance data. This solution feedback may be shared with CLARITI partners in order to improve service levels. The frequency of this access shall be no more than a quarterly basis unless otherwise mutually agreed upon. 12.4. Solution Feedback - Product Usage: For the purposes of improving the CLARITI Product and Services, Product usage and performance data may be automatically and periodically transmitted to CLARITI premises for the analysis. Customer Data is not contained in this transmission 12.5. Solution Integration – Existing Salesforce Apps and Org: For the purposes of improving the CLARITI Product’s integration into a Customer’s existing Salesforce Org with existing Applications, within 3 months of issuing a purchase order, the Customer or CLARITI Partner shall refresh the Full SandBox providing in 5.3 to match production, install the CLARITI software in the refreshed org, test business critical processes, resolve any conflicts, and then move CLARITI assets into the production environment. The CLARITI assets shall be unconfigured. 12.6. Relationship of Parties: The Parties are non-exclusive independent contractors, and nothing in this Agreement or done pursuant to this Agreement will create or be construed to create a partnership, joint venture, agency, employment, or other similar relationship between the Parties. 12.7. Force Majeure: Notwithstanding any other provision of this Agreement, CLARITI will not be liable to Customer or any other person for any delay in performing or failure to perform any of its obligations under this Agreement to the extent performance is delayed or prevented due to any cause or causes that are beyond CLARITI’s reasonable control. Any delay or failure of this kind will not be deemed to be a breach of this Agreement by CLARITI, and the time for CLARITI’s performance of the affected obligation will be extended by a period that is reasonable in the circumstances. 12.8. Miscellaneous: If any provision of this Agreement is held to be invalid or unenforceable for any reason, then the provision will be deemed to be severed from this Agreement and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of any such severance this Agreement would fail in its essential purpose. No consent or waiver by a Party to or of any breach by the other Party in its performance of its obligations under this Agreement will be: (a) deemed or construed to be a consent to or waiver of a continuing breach or any other breach of those or any other obligations of that Party; or (b) effective unless in writing and signed by both Parties. Except as expressly set forth in this Agreement, the Parties’ respective rights and remedies under this Agreement are cumulative and not exclusive of any other rights or remedies to which the Parties may be lawfully entitled under this Agreement or at law or equity, and the Parties will be entitled to pursue all of their respective rights and remedies concurrently, consecutively and alternatively. In this Agreement: (a) a reference to “this Agreement” and other similar terms refers to this Subscription Agreement and all Orders, each of which is incorporated herein by reference, as a whole and not just to the particular provision in which those words appear; (b) headings in this Agreement are for reference only and do not define, limit or enlarge the scope or meaning of this Agreement or any of its provisions; (c) words importing persons include individuals, partnerships, associations, trusts, unincorporated organizations, societies and corporations; (d) words importing the singular number only include the plural and vice versa; (e) words importing either gender include both genders; (f) “including” means including without limitation; (g) references to a day, month, or year, mean a calendar day, month, or year, unless expressly indicated otherwise; and (h) references to currency are to the currency of the United States of America, unless expressly indicated otherwise. Copyright 2020 Clariti Cloud Inc. All rights reserved. 6 12.9. Enurement and Assignment: The provisions of this Agreement will enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Customer may not assign this Agreement without CLARITI’s prior written consent, which consent may be withheld in CLARITI’s discretion. CLARITI may assign or license all or any portion of its rights and interests under the Agreement as it sees fit in its discretion. Users are not parties to or beneficiaries of this Agreement. 12.10. Governing Law: This Agreement and all related matters will be governed by, and construed in accordance with, the laws of California and applicable federal laws of the United States, excluding the United Nations Convention On Contracts For The International Sale Of Goods and any rules of private international law or the conflict of laws that would lead to the application of any other laws. 12.11. Dispute Resolution: All disputes, controversies and claims arising under, out of, in connection with, or in relation to this Agreement, the Services, or any related matters or any legal relationship associated therewith or derived therefrom (collectively “Disputes”) will be referred to and finally resolved by binding arbitration under California law. The arbitration will be private and confidential and will be administered in accordance with California rules. The place of arbitration will be California, and the language to be used in the arbitration will be the English language. Any awards rendered in any such arbitration are final and binding and judgment thereon may be entered in any court having jurisdiction for its enforcement. 12.12. Complete Agreement: This Agreement sets forth the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes and replaces all previous and contemporaneous communications, representations, negotiations, discussions, agreements or understandings, whether oral or written, between them with respect to the subject matter of this Agreement. Customer’s issuance, and CLARITI’s acceptance of, a purchase order or other similar document are for administrative convenience only and any terms and conditions contained in a purchase order or other document will be no force or effect and will not in any way amend or supplement this Agreement. This Agreement may be modified only by a written instrument signed by the Parties or their successors or permitted assigns. IN WITNESS WHEREOF, the Parties, by their duly authorized representatives, have duly executed this Agreement. Customer: Name of Customer By ____________________________________________________________________________________ Authorized Signatory Date Customer’s Address Mailing Address: Fax email Clariti Cloud Inc. By _____________________________________________________________________________________ Authorized Signatory Date Email for Notice: 05/14/2021 operations@claritisoftware.com Approved as to form: Ryan O. HodgeAssistant City Attorney Copyright 2020 Clariti Cloud Inc. All rights reserved. 7 Exhibit “A” Salesforce.com End User Subscription Agreement This is an Agreement between Salesforce.com and the Customer and governs the Customer’s access to and use of the Apex Platform and related services provided by Salesforce.com. This Agreement exempts Salesforce.com and other persons from liability or limits their liability and contains other important provisions that Customer should read. By signing the CLARITI Subscription Agreement, Customer acknowledges and signifies that it has read, understood, and agreed to this Agreement. If Customer does not accept and agree to this Agreement, Customer may not access or use the Apex Platform. 1. Definitions. In this Agreement: (a) "AppExchange" means the online directory of on-demand applications that work with the Service, located at http://www.appexchange.com or at any successor websites. (b) “Reseller” means Clariti Cloud Inc. (c) "Service" means the online, Web-based application provided by SFDC via http://www.salesforce.com and/or other designated websites, including associated offline components but excluding AppExchange applications. (d) "Users" means Your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by You (or by Salesforce.com or Reseller at Your request). (e) “You” and “Your” means the customer entity which has contracted to purchase subscriptions to use the Service subject to the conditions of these End User Subscription Terms. (f) "Your Data" means all electronic data or information submitted by You to the Service. 2. Use of Service. (a) User subscriptions cannot be shared or used by more than one User (but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment with You or otherwise changed job status or function and no longer require use of the Service). (b) You (i) are responsible for all activities occurring under Your User accounts; (ii) are responsible for the content of all Your Data; (iii) shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and shall notify Reseller or Salesforce.com promptly of any such unauthorized use You become aware of; and (iv) shall comply with all applicable local, state, federal and foreign laws and regulations in using the Service. (c) You shall use the Service solely for Your internal business purposes and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than to Users or as otherwise contemplated by these End User Subscription Terms; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Service or its related systems or networks. (d) You shall not (i) modify, copy or create derivative works based on the Service; (ii) frame or mirror any content forming part of the Service, other than on Your own intranets or otherwise for Your own internal business purposes; (iii) reverse engineer the Service; or (iv) access the Service in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Service. 3. Services Provided. The Service will be made available to You pursuant to the terms and conditions set forth in this End User Subscription Agreement. Salesforce.com shall: (i) not use, modify, or disclose to anyone other than Users, Your Data; (ii) maintain the security and integrity of the Service and Your Data; (iii) provide basic support to Your Users, only to the extent such cases are escalated to SFDC by Reseller in Reseller’s discretion; and (iv) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which Salesforce.com shall give at least 8 hours notice via the Service and which Salesforce.com shall schedule to the extent reasonably practicable during the weekend hours from 6:00 p.m. U.S. Pacific Time Friday to 3:00 a.m. U.S. Pacific Time Monday); or (b) any unavailability caused by circumstances beyond Salesforce.com's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Salesforce.com employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Salesforce.com's possession or reasonable control, and denial of service attacks. 4. Third-Party Providers. Certain third-party providers, some of which may be listed on pages within Salesforce.com's website and including providers of AppExchange applications, offer products and services related to the Service, including implementation, customization and other consulting services related to customers’ use of the Service and applications (both offline and online) that work in conjunction with the Service, such as by exchanging data with the Service or by offering additional functionality within the user interface of the Service through use of the Service's application programming interface. Salesforce.com does not warrant any such third-party providers or any of their products or services, whether or not such products or services are designated by Salesforce.com as "certified," "validated" or otherwise. Any exchange of data or other interaction between You and a third-party provider, and any purchase by You of any product or service offered by such third-party provider, is solely between You and such third-party provider. In addition, from time to time, certain additional functionality (not defined as part of the Service) may be offered by Salesforce.com or Reseller to You, for an additional fee, on a pass-through or OEM basis pursuant to terms specified by the licensor and agreed to by You in connection with a separate purchase by You of such additional functionality. Your use of any such additional functionality shall be governed by such terms, which shall prevail in the event of any inconsistency with the terms of these End User Subscription Terms. No purchase of such third-party products or services is required to use the Service. 5. Proprietary Rights. Subject to the limited rights expressly granted hereunder, Salesforce.com reserves all rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth in these End User Copyright 2020 Clariti Cloud Inc. All rights reserved. 8 Subscription Terms. The Service is deemed Salesforce.com confidential information, and You will not use it or disclose it to any third party except as permitted in these End User Subscription Terms. 6. Your Data. As between Salesforce.com and You, You exclusively own all rights, title and interest in and to all of Your Data. Your Data is deemed your confidential information, and Salesforce.com shall not access Your User accounts, including Your Data, except to respond to service or technical problems or at Your request. Upon request by You made within 30 days after the effective date of termination of all of your Salesforce.com User subscriptions, SFDC will make available to You for download a file of Your Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, SFDC shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in its systems or otherwise in its possession or under its control. 7. Compelled Disclosure. If either You or Salesforce.com is compelled by law to disclose confidential information of the other party, it shall provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure. 8. Suggestions. You agree that Salesforce.com shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by You or Your Users relating to the operation of the Service. 9. Fees. Contracted for fees for use of the Service represent a firm commitment: i.e., an order cannot be canceled during the term of the subscriptions, and the number of User subscriptions contracted for cannot be reduced in the middle of a subscription term. 10. Termination. You may not cancel or terminate an executed subscription order. User subscriptions will automatically renew unless (a) either party gives the other party, or salesforce.com gives You, notice of termination at least 30 days prior to the end of the relevant subscription term, or (b) your Reseller’s right to resell the Service has been terminated or expired, in which case any existing subscriptions will continue in effect until the end of their then-existing term and salesforce.com will contact You to discuss renewal directly with salesforce.com. Any automatic renewal will be at the list price in effect at the time of renewal unless otherwise prior agreed in writing by Your Reseller, or salesforce.com, as applicable. Your use of the Service may be immediately terminated and/or suspended upon notice due to a breach of the terms of this End User Subscription Agreement by You or any User, including but not limited to failure to pay any fees due. 11. Data Storage. You are entitled to 1GB of data storage or a per-user limit of 20MB per user, whichever is greater. You may purchase additional storage if necessary, and you may contact Reseller for then-current rates. 12. File Storage. You are entitled to 11GB of file storage or a per-user limit of 2MB per user plus 11GB, whichever is greater. You may purchase additional storage if necessary, and you may contact Reseller for then-current rates. 13. No Warranty. salesforce.com makes no warranties of any kind, whether express, implied, statutory or otherwise, and specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law. 14. No Liability. in no event shall salesforce.com have any liability to you or any user for any damages whatsover, including but not limited to direct, indirect, special, incidental, punitive, or consequential damages, or damages based on lost profits, however caused and, whether in contract, tort or under any other theory of liability, whether or not you have been advised of the possibility of such damages. 15. Further Contact. Salesforce.com may contact you regarding new Salesforce.com service features and offerings. 16. Google AdWords Program. Service features that interoperate with the Google AdWords program depend on the continuing availability of the Google AdWords application programming interface (“API”) and program for use with the Service. If Google Inc. ceases to make the Google AdWords API or program available on reasonable terms for the Service, Salesforce.com may cease providing such Service features without entitling You to any refund, credit, or other compensation. Copyright 2020 Clariti Cloud Inc. All rights reserved. 9 Exhibit “B” Clariti Cloud Inc. Order Page 1 of 9 AGREEMENT WITH AVOCETTE TECHNOLOGIES, INC. TO PROVIDE IMPLEMENTATION SERVICES FOR LAND MANAGEMENT SYSTEM THIS AGREEMENT is made and entered into on this 1st day of July, 2021, by and between Avocette Technologies, Inc., a Canadian corporation (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”). RECITALS A. On August 24, 2020, the City issued a Request for Proposals (RFP No. 20-108) for an Enterprise Land management System and Implementation Services. The RFP included extensive system requirements and objectives that are incorporated herein by this reference. B. Consultant represents that Consultant is able and willing to provide such implementation services to the City for the Clariti Platform Enterprise Land Management System. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the Statement of Work attached hereto as Exhibit A and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in the Project Fixed Price attached hereto as Exhibit B and incorporated by reference. The total amount to be expended during the term of this Agreement shall be $1,171,079, plus a 30% contingency of $351,324, for a total not to exceed amount of $1,522,403. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. A 10% holdback shall be applied against each deliverable. The 10% holdback invoice will be issued ten (10) days after the final deliverable D26 – Go Live and the completion of all outstanding issues. Payment need not be made for work which fails to meet the Page 2 of 9 standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and continue for two (2) years through June 30, 2023, unless terminated earlier in accordance with Section 15, below. This Agreement shall also cover any and all services provided by the Consultant to the City prior to the execution of this Agreement. The Term of the Agreement may be extended by a writing executed by the City Manager and City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be Page 3 of 9 limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant’s operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker’s Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker’s compensation or to undertake self- insurance. Prior to commencing the performance of the work und er this Agreement, Consultant agrees to obtain and maintain any employer’s liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. f. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance Page 4 of 9 provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. v. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City’s election, to forthwith terminate this Agreement. Such termination shall not affect Consultant’s right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnit y and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the Cit y, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. Page 5 of 9 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, o r disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. Page 6 of 9 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Page 7 of 9 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Housing Division Manager Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Avocette Technologies, Inc. 422 Sixth Street, 2nd Floor New Westminster, BC V3L 3B2 Tel: 604.395.6000 Fax: 604.395.6004 Page 8 of 9 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) d ays after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. c. This Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. {signatures on following page} Page 9 of 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Daisy Gomez Kristine Ridge Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO CONSULTANT: City Attorney By: Ryan O. Hodge Assistant City Attorney (title) Tax ID# RECOMMENDED FOR APPROVAL: JACK CIULLA Chief Technology Innovations Officer Information Technology Department By: Title: Darrel Drab VP Local Government EXHIBIT A STATEMENT OF WORK EXHIBIT A: STATEMENT OF WORK City of Santa Ana Statement of Work May 19, 2021 Prepared for: Project Sponsor: City of Santa Ana 20 Civic Center Plaza ● M42 Santa Ana, California 92702 Darrel Drab Vice President, Product Integration Phone: (250) 389-2993 Email: Darrel.Drab@Avocette.com Head Office: Victoria Office 2nd Floor - 422 Sixth Street New Westminster, BC V3L 3B2 Telephone: 604.395.6000 Fax: 604.395.6004 www.avocette.com 3rd Floor, 1205 Broad Street Victoria, BC V8W 2A4 Telephone: 250.389.2993 www.avocette.com Page 1 Contents Exhibit A: Statement of Work ........................................................................................................................ 1 1.0 Purpose of Document ............................................................................................................................. 3 2.0 Project Overview..................................................................................................................................... 3 Supporting Documents ........................................................................................................................... 3 Scope and Deliverables Overview.......................................................................................................... 4 Record Types ......................................................................................................................... 4 Interfaces ............................................................................................................................... 9 Agency Departments............................................................................................................ 10 Methodology ......................................................................................................................... 10 Expiration .............................................................................................................................................. 12 Change Request Management ............................................................................................................. 12 Project on-Hold ..................................................................................................................................... 13 Assumptions ......................................................................................................................................... 13 General Project Assumptions .............................................................................................. 14 Project Resourcing Assumptions ......................................................................................... 16 Solution Assumptions........................................................................................................... 17 Data Conversion Assumptions ............................................................................................. 18 Critical Success Factors ....................................................................................................................... 19 Project Participants ............................................................................................................................... 19 Appendix A – Deliverable Acceptance Form .............................................................................................. 21 Appendix B – Deliverables .......................................................................................................................... 23 STAGE 1 – Initiation ............................................................................................................................. 23 Avocette Responsibilities: .................................................................................................... 24 City of Santa Ana Responsibilities: .................................................................................... 24 STAGE 2 – Analysis ............................................................................................................................. 24 Avocette Responsibilities: .................................................................................................. 25 City of Santa Ana Responsibilities: .................................................................................... 26 STAGE 3 – Configuration ..................................................................................................................... 26 Avocette Responsibilities: .................................................................................................. 27 City of Santa Ana Responsibilities ..................................................................................... 28 Page 2 STAGE 4 – Conversion and Interfaces ................................................................................................ 28 Data Conversion Analysis, Specifications and Development ............................................ 29 Interface Analysis, Specifications and Development ......................................................... 29 Avocette Responsibilities: .................................................................................................. 30 City of Santa Ana Responsibilities: .................................................................................... 30 STAGE 5 – Readiness ......................................................................................................................... 30 Avocette Responsibilities: .................................................................................................. 31 City of Santa Ana Responsibilities: .................................................................................... 31 STAGE 6 – Deploy ............................................................................................................................... 32 Avocette Responsibilities: .................................................................................................. 33 City of Santa Ana Responsibilities: .................................................................................... 33 APPENDIX C – CHANGE REQUEST FORM ............................................................................................. 34 APPENDIX D – RESOURCE REQUIREMENTS ........................................................................................ 37 APPENDIX E – RESOURCE DEFINITIONS .............................................................................................. 50 APPENDIX F – ONLINE LEARNING .......................................................................................................... 52 APPENDIX G – SIGNATURE CAPTURE PRICING ................................................................................... 53 Appendix H - UAT Test Plan ....................................................................................................................... 55 Exhibit B: Project Fixed Price ...................................................................................................................... 56 Payment Terms .................................................................................................................................... 57 General........................................................................................................................................... 57 Deliverable Acceptance ................................................................................................................. 58 Holdback ........................................................................................................................................ 58 Page 3 1.0 PURPOSE OF DOCUMENT The purpose of this document is to define the objectives, scope and deliverables for the Clariti Platform Enterprise LMS and Implementation Services project for The City of Santa Ana (“the City”). The Statement of Work (“SOW”) is part of the contract between Avocette Technologies Inc. (“Avocette”) and the City and provides the details on the work that will be performed by Avocette and the City to successfully implement the project. Avocette and the City will work in collaboration to deliver the project. 2.0 PROJECT OVERVIEW This project will establish the Enterprise LMS to replace the existing system. The project will deliver the scope as requested by the City in the RFP #20-108. Throughout the implementation of this project, it is important to remain focused on the project scope, objectives and implementation methodology that will be utilized. The following sections detail these at a high level for future reference by the implementation team. Supporting Documents In support of the current SOW, the following documents shall be used as reference to cover any functionality that was requested, offered, and demonstrated during the RFP process. The requirements in the supporting documents are deemed to be part of the requirements for the delivery of the Clariti solution. Artifact Link Avocette’s Response to RFP 2108 Avocette's Response to RFP 20-108.pdf LMS Building Safety Requirements List LMS Building Safety Requirements List - Fi RFP 2108 BAFO Avocette RFP 20-108 BAFO Avocette.pdf Page 4 Demo Recordings https://cosa.sharefile.com/home/shared/fo9cb138- 8b39-416a-86de-9a640df0d7ff RFP 20-108 - Enterprise Land Management System RFP 20-108 - Enterprise Land Mana RFP 20-108 - Addendum No 1 RFP 20-108 - Addendum No 1.pdf RFP 20-108 - Addendum No 2 RFP 20-108 - Addendum No 2.pdf Scope and Deliverables Overview The scope for this project is to deliver the Clariti system implementation services to support the business processes listed below. Included in these services and specified below is conversion of data from the current system and the integration of multiple systems through a variety of interface. Record Types Planning Amendment Application Address Change Adult Entertainment Business Annexation Appeal Counter1 Certificate of Compliance Commercial Cannabis Business CDBG Page 5 Certificate of Occupancy Conceptual Review CSM Parking Waiver Conditional Use Permit Development Agreement Density Bonus Application Determination of Legal Non-Conforming Status Development Project Environmental Impact Report Entertainment Permit General Plan Amendment Historic Exterior Modification Application Home Occupation Permit Historic Policies Historic Property Preservation Agreement Historic Register Historic Register Categorizations Historic Resources Commission Application Historic Register Demolitions Housing Inclusionary Housing Plan Lot Line Adjustment Lot Merger Land Use Certificate Medical Marijuana Collectives Minor Exception Miscellaneous Non-Residential Page 6 Neighborhood Review Ordinance Amendment Off Premise Billboard Online Permit System Other Parks/Community Services Planning and Building Public Facilities Naming Parcel Map Public Works Public Works Application Redevelopment Area Inactive Record Type, Required for Data Migration Reasonable Accommodation Residential Residential Fence Residential Relocation Regulatory Safety Permit Regional Planned Sign Program Street Closure Inactive Record Type, Required for Data Migration Sign Street Naming Sign Program Site Plan Review Special Use Permit Tract Map Temporary Sign Permit Temp. Trailer Permit Underground Utility Waiver Variance Page 7 Zone Interpretation Letter Zoning Ordinance Amendment Zoning Verification Letter C3 Parking Waiver Inactive Record Type, Required for Data Migration Neighborhood Project Review Inactive Record Type, Required for Data Migration Use Permits Inactive Record Type, Required for Data Migration Project Waiver Inactive Record Type, Required for Data Migration Lot Merger Appeal Inactive Record Type, Required for Data Migration Legal Nonconforming Status Inactive Record Type, Required for Data Migration Environmental Separate entity from Application Type; only 1 allowed per Project# Special Event Permit Planning Permit 1 Contingency Planning Permit 2 Contingency Building Permits Building (1) Electrical (2) Plumbing (3) Mechanical (4) Grading (5) Solar (6) Building Reroof Certificate of Occupancy (Regular and Temporary) Currently processed via a separate Sapin module; known as 803#, 804#, and recently COO# To be included as standard building permit process Building Permit 1 Contingency Building Permit 2 Contingency Building Permit 3 Contingency Page 8 Building Permit 4 Contingency Building Permit 5 Contingency Public Works Permits Utility (U) Outdoor Dining (O) Plan Check Only (P) Leading to S Permit: street, traffic signals, striping, water, sewer, storm drain, street light, monitoring wells, some lane closures (all involving different sets of reviewers) Plan Check Only leading to 501 permit: Site drainage and final WQMP Plan Check Only Done as part of entitlement phase: PWQMP; preliminary drainage; traffic studies, sewer studies, water studies Public Utilities Not a Permit Type - but Work Type detail Map/Legal (L) Bus Shelter Not a Permit Type - but Work Type detail Environmental Not a Permit Type - but Work Type detail Multiple/Misc. Job Types Not a Permit Type - but Work Type detail Public Utilities Not a Permit Type - but Work Type detail Sidewalk, Curb, Gutter, etc. Not a Permit Type - but Work Type detail Street Lighting Not a Permit Type - but Work Type detail Street Work (S) Water/SD/Sewer Not a Permit Type - but Work Type detail Traffic Studies (T) Water Application (W) Street/ PROW Vacation Fire Hydrant Meter Easement Quitclaim Wireless Facility License Page 9 Interfaces ESRI CSLB Payment Processor iNovah Avolve ERP Lawson LaserFiche Wireless Facility Plan Check Impact Fee Collection PWA CIP Permit Issuance NPDES/ WQMP/ BMP Inspection PWA 1 Contingency PWA 2 Contingency PWA 3 Contingency PWA 4 Contingency PWA 5 Contingency Contingency Enforcement Code Enforcement (CE) (commercial) Community Preservation (CP) (residential) New Construction (NC) (new construction) Inactive Record Type, Required for Data Migration Police Department (PD) (police department) Inactive Record Type, Required for Data Migration PWA Sanitation Citation PREP 1 Permit 3 Inspection Types Annual Billing with Penalties Page 10 IVR Business Tax SSO ADFS The first stage of the project is the Initiation stage and a key deliverable for that phase is the Project Charter. The charter will define deliverables in further detail. The charter will also contain a detailed mapping of all the scope elements to a specific project deliverable. Avocette will provide a project charter template or alternatively use The City of Santa Ana’s template should they so wish. Agency Departments The scope of this implementation includes the following agencies and departments:  Planning  Building  Public Works  Code Enforcement  Finance/Accounting  Police Department  Administrative Services  Information Technology  GIS Methodology Avocette will be observing the Avocette Implementation Methodology (AIM) for the delivery of the project; however, Avocette has found some additional steps and processes over and above the AIM that allow for the solution to be developed in a more iterative fashion. This approach will present the user experience early to gain feedback well before being presented in its entirety. Page 11 Below illustrates the 5 stages of the AIM followed by a table defining the key project deliverables. Appendix A contains more detail including responsibilities for Avocette and the City. Initiation Analysis & Build Conversion & Integrations Training Go Live Stage Description Deliverables Initiation After contract signing, kickoff the project and prepare/approve the key initiation deliverables.  Project Charter – create\ project Charter  Detailed Project Plan – utilizing the City standard template  Setup Project Management and Monitoring tools:  Status Report  Change Log  Risk and Issues log  Quality Assurance plan  Establish Steering committee and Change Advisory Board including representation from other Clariti projects. Analysis & Build Conduct detailed business process reviews based on Clariti Best Practice Configurations and document changes to objects, pages, rules, reports, etc. Configure the Clariti Platform to support the documented to-be state.  Avocette business case documents, to be analysis documents or a combination of both  Solution Foundation document  Prototype  Configured Processes and records based on Best Practice Configurations Page 12 Confirm/implement business process validations, Clariti Dynamic Rules Engine (DRE) and Clariti Platform.  Business Process Validation, Automation and Community Portal Specifications and Build Conversion & Interfaces The specification and build of reports, interfaces and data conversions. Perform quality assurance testing prior to the City User Acceptance Testing.  Business Process Validation, Automation and Community Portal Specifications and Build  Reporting, Interfaces and Data Conversions specifications and build  Quality Assurance and Integration testing Training All levels of training are delivered in this phase to prepare the City for User Acceptance Testing of the full solution and all its components. The change management activities are ensuring the stakeholders are ready for full production system use.  Execution of all training  Support for User Acceptance Testing  Support for multiple data conversion verification runs Go-Live The is implemented into Production during this stage. The ongoing support for the system is established and formally transferred out of the project to the responsible operational unit at the City.  Detailed Implementation Plan  Post go-live support and issues tracking  Transfer to ongoing sustainment  Post implementation Review Report Expiration The scope and terms of this SOW must be executed within thirty (30) calendar days of the initial date (July 2021) of this SOW. If the SOW is not executed in this time frame, then the current scope and terms can be renegotiated. Change Request Management A change request management process will be used to assist with changes in scope, schedule, or resources to ensure that changes are agreed upon, confirm that a change has occurred, and manage the actual changes when and if they occur. The following formal change request management process will be used. Page 13  If either party (Avocette or The City of Santa Ana) identifies a change to project scope, timeline or resourcing, the party identifying the change must notify the other party’s project manager in writing or email with as much detail as possible.  Both parties will review the change request and discuss it with each other as necessary.  A formal Change Request will be drafted that assesses impacts to cost, schedule, scope, and resources.  A formal Change Request may be agreed to by mutual agreement and signature of the parties.  The format of the Change Request document and the supporting processes, reviews and approvals will be agreed by Avocette and the City during Project Initiation and documented in the Project Charter. Project on-Hold It is understood that the potential exists that priorities for the City could be revised requiring the project to be put on-hold. The City must send a formal written request to Avocette in order to put the project on hold. A project can be on hold for up to 90 days after which time, Avocette can choose to cancel the remaining work in the SOW and invoice for all work in progress. Finishing the project will require a new SOW with revised pricing. When a project is put on hold, at minimum, Avocette will need to draft a Change Request to keep some of the Avocette project manager’s time engaged to monitor progress and to resource the project once it comes off hold. The amount of time will be negotiated on a case by case basis. Other Change Request items may be needed as a result of the delay. When a project goes on hold, project resources will be re-deployed and Avocette will need a thirty (30) calendar day notice to re-staff the project. Resumption of the project will be dependent upon Avocette resourcing timelines. When a project is put on hold due to issues with Avocette or the software solution(s), at minimum, Avocette will need to draft a Change Request to keep some of the Avocette project manager’s time engaged to monitor progress and to resource the project once it comes off hold. The amount of time will be negotiated on a case by case basis. Avocette will ensure all required resources are made available to resolve the issue in a timely fashion and restart the project once the issue is resolved. Assumptions This section contains several assumptions upon which Avocette has relied on in agreeing to perform the Services described in this SOW . If any of these prove to be incorrect, it may cause changes to the project’s schedule, pricing, work product, level of effort required, or otherwise impact Avocette’s performance of the Services described in this SOW . If this occurs, change requests may be required between the City and Avocette. Page 14 General Project Assumptions 2..5.1 Scope and Timeline  The City of Santa Ana (the City) and Avocette will review their responsibilities before work begins to ensure that Services can be satisfactorily completed and in the appropriate timeframe  Scope will be confirmed and finalized during Stage 1 Initiation by the Project Charter  Deliverables not specifically described in this document are the responsibility of the City  “Go live” (system is in production) timeline assumes timely completion of the City deliverables (including finalization of requirements / use cases / product catalog), availability of key the City resources, and collaboration and availability of any third-party vendor resources. Late (per mutually agreed project plan) the City deliverables may adversely impact overall implementation timeline.  Overall project plan will be mutually agreed to by the City and Avocette project managers prior to Analysis stage  Avocette will provide the City with a bi-weekly Status Report that outlines the tasks completed during the prior week, the upcoming tasks that need to be completed for the upcoming weeks and a listing of any issues that may be placing the project at risk (e.g., issues that may delay the project or jeopardize one or more of the production dates)  The project schedule is managed using Microsoft Project. Should any tasks slip behind schedule ten (10) business days, Avocette and the City will escalate according to the Communication Plan in the Project Charter  Where a Project Deliverable is comprised of a Document, it will be completed in a format agreed to by the Avocette and the City Project managers.  Avocette and the City will implement the feature set available in the current Production release at the time of contract signing.  Moving to a new release and/or installing patch upgrades will be managed via the Change Management process.  Leveraging new features may affect the scope and timeline for this project and are considered out of scope.  Any the City required integration or regression testing of a new release is the responsibility of the City and will be managed via the Change Management process.  The City is responsible for the installation and maintenance of all non-Clariti, third party products (e.g. Active Directory, Avolve, etc.). Page 15  The City will provide / purchase / acquire an online merchant account and all related hardware required by the merchant account provider for the handling of credit cards and / or checks for usage on Clariti Community Portal.  The City will provide Avocette resources access to a Development or Test version of the 3rd party system for interface development. All interfaces will be developed against 1 (one), agreed upon version of the 3rd party system. In the event that local development of interfaces is required, the City will provide a workstation with required IDs (e.g. Visual Studio).  The City shall be responsible for determining whether to use or refrain from using any recommendations made by Avocette. 2..5.2 Training  Training will be conducted remotely using Microsoft Teams  Should the opportunity for onsite training be available, all on-site Avocette-led training will be conducted at the City facilities. Onsite training decisions are to be made by the project managers and a change order will be required.  The City will provide adequate training rooms/space with sufficient computing capability and network access as needed.  The City project team will provide the necessary staff resources to complete training needs analysis and assist with training planning.  The City is solely responsible for making designated trainees (end-users, , agents, administrators) available for training per the project schedule. If any designated trainee is not available to participate in scheduled training, Avocette is not responsible for making alternative arrangements for missed training.  Each agency and departm ent will receive the same core instruction, customized to the division and role.  The City will be responsible for all training logistics, training scheduling, and the printing of training materials.  The City users will have basic computer skills as a prerequisite for training. Avocette is not responsible for an individual’s response to the training or their capacity to learn or be trained. Specific prerequisite skills include:  End users – proficient in Windows environment and Internet environment, as well as working knowledge of the City business processes and functions.  Technical staff – in addition to the above skills, technical users should have knowledge of:  Moderate to advanced technical knowledge of database design, database usage, syntax management, and Apex.  Familiarity with existing system source data Page 16  Familiarity with existing system design and structure.  The City may request “make-up” or remedial training sessions for initial training provided during system deployment, via the Change Request process for estimated staff hours per session at the specified hourly rate for each training category. 2..5.3 Testing  Avocette is responsible for testing the initial configuration of system (unit and quality assurance) and System Integration Testing  The City is responsible for writing User Acceptance Test Scripts. Avocette will provide templates and samples so that the City does not have to start from scratch  The City staff are responsible for User Acceptance Testing  Any the City required integration or regression testing of a new release is the responsibility of the City and will be managed via the Change Management process. 2..5.4 Go Live and Go Live Support  “Go Live” definition is that all the Clariti software and is up and running in production. Avocette consulting resources will support the City after “Go Live” for a period of 33 calendar days. The final invoice will be issued at 33 days after “Go Live”. 2..5.5 Project Completion  The project is complete once the transition to Avocette’s ServicePlus or whichever on going support the City has chosen, has been completed. If applicable, the specific deliverable acceptance process and financial obligation for “transition to customer support” or “project completion” will commence on the date of the transition to chosen support program. Transition to ServicePlus will occur once all High Priority go-live issues have been resolved and all contractual obligations have been met. Project Resourcing Assumptions 2..6.1 The City of Santa Ana Resourcing  The City will provide a dedicated Project Manager throughout the course of the implementation  The City’s Project Manager will maintain primary responsibility for the scheduling of the City`s employees and facilities in support of project activities Page 17  The City have committed to the involvement of key resources and subject matter experts for ongoing participation in all project activities as defined in the project plan  The City agrees during the Initiation Phase of the project to assign a single designated approver for each major project deliverable. The designated approver will be responsible for overseeing and/or directly participating in the design and development, as well as the approval, of the deliverable. the City may make changes to designated approvers with written notification to Avocette a minimum of one month before a deliverable is due  The City will provide access to subject matter experts and decision makers in a timely fashion.  The City will commit project sponsors and all necessary stakeholders and SME’s during the project kickoff  The City will commit all necessary SME’s and IT personnel during the requirements and design phase for the appropriate sessions as outlined by the Avocette Project Manager during Kick-Off preparation 2..6.2 Avocette Resourcing  Project Sponsor will attend via telephone, Teams or other collaboration tool.  In its pricing, Avocette has assumed the appropriate resourcing to ensure deployment success for the scope outlined. Avocette will provide the City the resumes of the identified Avocette resources for the project prior to the start of the project. Significant additional support requested by the City over this level of resourcing would necessitate a Change Request that could impact the cost of the project. 2..6.3 Third Party Resourcing  Avocette is not responsible for impacts to project timeline created by dependency on any the City third party consultants. Timeline changes will result in a change request for extension of Avocette project resources caused by the City`s third party consultant actions (including availability) resulting in additional time or scope Solution Assumptions 2..7.1 General  For use with Clariti Community Portal, the City will provide/purchase/acquire an online merchant account and all related hardware required by the merchant account provider for the handling of credit cards.  the City is responsible for proper site preparation, hardware, software, and network configuration in accordance with Clariti specifications. Page 18  the City will ensure that Avocette resources have access to a Dev or Test version of the 3rd party system for interface development. All interfaces will be developed against 1 (one), agreed upon version of the 3rd party system.  the City will provide Avocette with access to test and development environments (where available) for each the City systems that require integration with Clariti Platform. 2..7.2 Data Conversion The following information provides detail related to the scope of Avocette’s data conversion services. Due to the inherent complexity of conversion activities, it is critical to address and understand common questions and misconceptions. Any conversion activity or requirement not included in this section is considered out of scope and may be addressed through a Change Request for Avocette services. Data Conversion: General Information and Requirements for Conversions  The standard data conversion includes the conversion of active transactional data to the Clariti database when a configured destination exists. In the event there is no destination record type (section 2.2.1) for legacy transactional data then it will be required to be converted as best fits into another area of the configuration or excluded from the conversion effort. The decision on the approach for this data is the responsibility of the City. For all data that requires conversion from SAPIN into the Clariti, a destination record type must be identified in section 2.21 of this document. Data fields within those record types will be identified during the analysis phase.  Avocette and the City will perform unit testing of the conversion program including spot checks of the data within Clariti in order to identify if data corruption issues exist. Extensive quality assurance of the converted data by the City is required in order to ensure accurate transfer of data. Where feasible, control total reports will be built to compare total records from the source system against what has been converted into the system (e.g. Total number of contacts).  A mutually agreed on and signed off build of configuration must be available before Avocette will begin the data conversion mapping effort. Avocette will use existing database information as part of developing the To-Be and build configuration documentation to ensure required data is not missed from data conversion. Data Conversion Assumptions  “As-Is” Approach: Conversion of transactional tables, Professional License data is executed “As-is” into Clariti. “As-is” means that the data will be transformed as mapped to existing configuration elements in Clariti. The conversion process will not create configuration data or alter the mapped data when processed into Clariti. Additionally, this means if invalid, inaccurate, or incomplete data is provided, it will be loaded into Clariti “As-Is”. All legacy data cleanup and required transformation must occur prior to execution into Clariti. the City will be required to perform the data cleanup and Avocette will provide support and recommendations as required. Page 19  Clariti Data Conversion Tools: Data will be mapped and converted utilizing Clariti’s Data Loader or custom Apex code. This will assist to ensure the accuracy of the mapping. The data mapping tool ensures that the legacy source to Clariti solution is accurate and prevents data from failing to convert, while the execution tool can be used to consistently run conversion process and track statistics.  Acceptable Data Formats For Conversion: It is expected that the Conversion Source Data be provided in Microsoft SQL Server database format or CSV. In the event that the source is not in an acceptable format, Avocette will provide recommendations for transposing the data in the proper format. Critical Success Factors The following elements are required for the project to achieve its objectives:  Dedicated Participation – Avocette fully understands that the City staff members have daily responsibilities that will compete with the amount of time that can be dedicated to the Clariti implementation project. However, it is critical that the City acknowledge that their staff must be actively involved throughout the entire duration of Services as defined in the Project Plan. Avocette will communicate insufficient participation of the the City resources through Project Status Reports, as well as the corresponding impact(s). In particular, dedicated the City participation is expected to include:  Executive Project Sponsorship  Visible, consistent support of the project and project team at the executive sponsorship and management levels  Knowledgeable and committed staff to the project in order to meet the expected goals and timeline  Committed, informed and strong project management and project team that have a thorough understanding of the project objectives  Frequent and regular communication between the Sponsors and the Project Managers  Knowledge Transfer - While Avocette cannot guarantee specific expertise for the City staff as a result of participating in the project, Avocette will make all reasonable efforts to transfer knowledge to the City, as appropriate. It is critical that the City personnel participate in the analysis and deployment of Clariti Platform in order to successfully transfer knowledge. Project Participants The project participants will be identified and assigned specific roles and responsibilities during the Project Initiation phase. The participants fall into the following 3 categories: Page 20  Stakeholders – Internal and external groups or agencies that will be impacted by the project and will need to be represented at various levels and stages of the project;  the City Project Team – the City business and technical staff assigned tasks within the project and managed by the City Project Manager;  Avocette Project Team – Avocette staff assigned tasks within the projects and managed by the Avocette Project Manager. Page 21 APPENDIX A – DELIVERABLE ACCEPTANCE FORM Date: The City of Santa Ana Name: Approving The City of Santa Ana Manager: Avocette Manager: Project Name / Code: The City of Santa Ana agrees that Avocette has successfully completed the following Deliverables: Deliverable # Source/ Reference Details Deliverable Description PC/SOW The City of Santa Ana agrees that Avocette has successfully completed the Deliverables described above in accordance with the terms of the related Contract/Agreement. APPROVALS: The City of Santa Ana Name Page 22 Signature Title Date Page 23 APPENDIX B – DELIVERABLES For each stage of the project, a summary of the tasks, deliverables and responsibilities are provided. The Project Charter will expand on this detail during the Initiation Stage. STAGE 1 – Initiation Project Initiation is an opportunity to ensure the project starts in a well-organized, structured fashion while re-confirming the City of Santa Ana and Avocette’s expectations regarding the implementation. The Deliverables are comprised of project planning activities, core project and change management documents and templates and the first on-site meeting conducted between the City of Santa Ana and Avocette’s after the signing of the Statement of Work. In conjunction with the City of Santa Ana representatives, Avocette will perform the following tasks: • Finalize staffing for the project teams. • Conduct a formal Kickoff meeting. The objective of this meeting is to review the purpose of the project and discuss the project scope, roles and responsibilities, deliverables, and timeline. • Finalize and document formal deliverable acceptance criteria and signoff procedures, identify team members that will be responsible for signoff from the City of Santa Ana and Avocette. • Finalize an integrated baseline Project Plan that includes resource allocation for all tasks (in collaboration with the City of Santa Ana Project Manager). • Update and further expand the Project Charter to define deliverables, identify roles and responsibilities, and define how the project will be governed, including a detailed escalation plan. • Implement a City of Santa Ana project SharePoint or Teams site and load all standard, current documentation. • Conduct Core Team training in order to prepare the Subject Matter Experts for the Analysis stage. The following key deliverables are completed and accepted in this stage Stage Deliverable # Deliverable Name Initiation D01 Project Charter D02 Project Plan D03 Environment Build Page 24 Avocette Responsibilities: • Provide timely and appropriate responses to City of Santa Ana’s request for information. • Coordinate project and change management planning activities. • Attend and facilitate the Kick-off meeting(s) • Work with the City of Santa Ana project team to establish project governance structure (e.g. Steering Committee, Change Advisory Board, interaction with other Clariti projects etc.) • Complete the project plan • Complete the project charter • Create development and test environments as needed • Plan and conduct the Clariti Project Team training – 2 days of class time. • Complete deliverables and other project management and control tools and processes with input from appropriate City of Santa Ana resources. City of Santa Ana Responsibilities: • Identify and set expectations with key resources and subject matter experts for ongoing participation in the project. • Provide timely and appropriate responses to Avocette’s requests for project planning input and meeting logistics requests. • Provide meeting facilities for Project Kickoff and other onsite activities. • Include Project Sponsor in Project Kickoff Meeting. • Provide suitable facilities to accommodate training. • Ensure that the document review periods established during Project Initiation and recorded in the Project Plan are adhered to by the City of Santa Ana team • Accept the stage deliverables (1,2, and 3) as per the Deliverable acceptance form and process noted in this SOW. STAGE 2 – Analysis In order to develop the content for the Gap-Fit Analysis Documents, Avocette will work closely with designated City of Santa Ana project team members and other staff to conduct gap-fit analysis sessions that will use the City’s documentation as input for the gap- fit analysis sessions. This stage of the project requires significant City of Santa Ana participation to ensure all of the in-scope business processing requirements are documented in the analysis documents and ultimately provided in the Land Management Information System project solution. Page 25 The following scope of the deliverables include the following processes: • Planning applications as described in section 7.1.1 Planning Applications and Agreements • Adobe EDR based on City’s requirements • Building Applications as described in section 7.1.2 Building Permits and Applications. Other Clariti Civic Applications or sources may be used to speed the analysis process. Avocette’s Project Manager will coordinate and schedule the Analysis Sessions in conjunction with the City of Santa Ana Project Manager and according to mutually agreed upon Project Plan. In terms of specific deliverables, the following will be executed for this stage: Avocette Responsibilities: • Provide timely and appropriate responses to City of Santa Ana request for information • Provide information on Clariti best practices and/or recommendations on how to improve existing business processes within the system • Conduct business Analysis sessions to identify and capture the changes to Clariti solution. The output will be two documents, Clariti Business Use Case Document and the Reporting Requirements Document. These are the blueprints for configuring the Clariti Solution. • The business use case document outlines all changes required to the out-of -the-box solution and will at a minimum contain o business rules changes and additions o Data field changes and additions o Fees schedule specifications o Clariti Community Portal Requirements o Specifications for new record types Stage Deliverable # Deliverable Name Analysis D04 Core Configuration Analysis D05 Building Configuration Analysis/Documentation D06 Planning Configuration Analysis/Documentation D07 Administration Services Configuration Analysis/Documentation D08 Code Enforcement Configuration Analysis/Documentation D09 Public Works Configuration Analysis/Documentation Page 26 o The major system modules and the interfaces between them. This includes the data inputs, functionality, and data outputs for each module o System security and integrity controls • Reporting Requirements Document will contain at a minimum: o Purpose / Report description o Users requiring access o Input parameters o Layout including reporting features such as grouping, totals, and hyperlinks o Business rules o Frequency (ad-hoc vs scheduled) • Define the Clariti Core Configuration and security analysis • Remote meetings • Document meeting results • Document changes to Clariti solution • Continue PM activities. City of Santa Ana Responsibilities: • Provide timely and appropriate responses to Avocette’s requests for information • Make available the appropriate key users and content experts to provide required information • Schedule participants and meeting locations for analysis activities • Provide any existing supporting documentation as required • Work with Avocette PM to schedule participants and meeting locations for analysis and review activities • Review and provide feedback on the business use case document and the Reporting Requirements Document. • Ensure that the document review periods established during Project Initiation and recorded in the Project Plan are adhered to by the City of Santa Ana team • Accept the stage deliverables as per the Deliverable acceptance form and process noted in this SOW). STAGE 3 – Configuration Avocette will develop the configuration in accordance with requirements established and documented in the business use case documents from Stage 2 – Analysis and in compliance with City of Santa Ana policies and standards. Avocette will implement the technical Solution ready for system testing Page 27 Avocette will implement the configuration as per the business use case documents and will create the. A prototype application based on the City’s choice will be created and demonstrated for Planning, Building, Public Works and Code Enforcement records. This sets the foundation for the completion of the remaining records including; Configuration of community portal pages, develop reports and letters, create workflows and automations, update fee items. In terms of specific deliverables, the following will be executed for this stage: Avocette Responsibilities: • Provide timely and appropriate responses to City of Santa Ana’s request for information • Configure the foundational components based on the business use case documents • Create, support the review of, and finalize the business use case documents • Create and support the prototypes • Implement minor adjustments identified during validation of the configuration • Resolve any blocking or high-priority defects identified during validation of the configuration • Avocette will work closely with the City of Santa Ana test team to provide UAT oversight, answer questions and log and resolve issues coming out of the UAT. • Provide recommendation on testing strategy and best practices. Provide UAT templates if required. • Support UAT • Resolve issues identified during UAT, including integration issues • Continue PM activities Stage Deliverable # Deliverable Name Configuration D10 Building Configuration D11 Planning Configuration D12 Administration Service Configuration D13 Code Enforcement Configuration D14 Public Works Configuration D15 Quality Assurance D16 User Acceptance Testing D17 Build Complete Page 28 City of Santa Ana Responsibilities • Provide timely and appropriate responses to Avocette’s request for information • Verify the system meets the requirements documented in the busines use case documents • Select and make available key users to participate in UAT • Develop test scripts • Accept the stage deliverables as per the Deliverable acceptance form and process noted in this SOW 2..14.1 Business Rules Avocette will identify opportunities to supplement the Clariti Solution base functionality with business rules via the Dynamic Rules Engine (DRE) and Apex if required. Avocette will work with the City of Santa Ana to identify desired functionality and subsequently will assist with prioritizing the needs in order to determine what will be developed by Avocette within the scope of this implementation. 2..14.2 Report Analysis, Specifications and Development Avocette has specified the development of 115 operational reports and letters to be configured during this stage. The report specification format will be agreed by the Avocette and the City of Santa Ana PM’s. It is common practice to coordinate the final QA testing of the reports to be using the converted data. 2..14.3 Clariti Community Portal Deployment Avocette will setup and configure Clariti Community Portal so that customers and stakeholders can perform functions being supported in Land Management Information System project. Avocette will work with City of Santa Ana to validate and implement the community portal to extend certain aspects of the internal Clariti Solution configuration for use by the general public. Configuration will include integration with the City of Santa Ana website. STAGE 4 – Conversion and Interfaces The Build stage includes data conversions and development of interfaces. It comprises all of the additional activities outside of configuration that are required to complete the total solution for the City of Santa Ana. Similar to the Configuration Stage, it is critical that appropriate City of Santa Ana representatives are involved in each step of the process to ensure success. In terms of specific deliverables, the following will be executed for this stage: Stage Deliverable # Deliverable Name D18 Data Conversion Analysis Page 29 Data Conversion Analysis, Specifications and Development Upon receipt of the City of Santa Ana’s Legacy data source, Avocette will work with the City of Santa Ana to create a Data Conversion Mapping Document detailing the mutually agreed upon requirements and mapping of the City of Santa Ana’s historical data into Clariti Solution. City of Santa Ana’s team will be required to provide significant effort and input into this task as they understand the source data. Avocette will lead the conversion effort and specifically assist in the following areas: data mapping, script development for conversion, data testing and validation, and planning and executing of both test and final data conversion runs. For conversions, it is expected and anticipated that the City of Santa Ana will provide resources knowledgeable with the data to assist in the data migration/conversion effort. Interface Analysis, Specifications and Development Avocette will be analyzing, specifying and developing all of the interfaces to the systems outlined in section 2.1.2. City of Santa Ana Technical team will ensure that any components required in the system being interfaced into (e.g. API’s) are provisioned and ready for use. Avocette will provide a document that describes the specifications for each interface in detail. The document will detail at a minimum: • Data sent and received • Method • Exceptions and error handling / procedures including tools and instructions on how to identify and correct errors • Instructions for maintaining the interface and verifying its operation • Timing As noted earlier the City of Santa Ana and other 3rd parties will ensure they are active in supporting Avocette’s activities. Conversion and Interfaces D19 Data Conversion Build D20 Data Conversion – First Pass D21 Data Conversion – Second Pass D22 System Integration Analysis D23 System Integration Build D24 Final Completion System Test (Conversion & Integrations) Page 30 Avocette Responsibilities: • Work with the City of Santa Ana team to analyze, document and develop the major items in this stage – Data Conversion and Interface development. • Conduct interface analysis sessions, configure and test interfaces. • Assist the City of Santa Ana in set up and validation of merchant account integration • QA test the entire solution prior to turning over to the Readiness stage. This includes testing all system functionality, reporting, interfaces and data conversion. Avocette will provide a document outlining the approach for testing the Proposed Solution. The document will contain at a minimum: o The overall process for unit, integration, system, sanity, smoke, regression, acceptance, performance, and load / stress testing o Test cases to confirm the software works as intended. Test cases will be reviewed by City staff to ensure they adhere to City quality standards o Defines the mechanism for executing performance and load / stress tests and recording the results o Change control process for releasing changes into the test environments o Mechanism City staff will use to report issues uncovered during user acceptance testing o Logic for assigning severity to problems encountered o Entrance and exit criteria for each round of testing • Continue PM activities City of Santa Ana Responsibilities: • Provide conversion data in acceptable formats, including those data elements requiring special consideration (ex. merging data sources, phasing, etc.) • Provide subject matter experts on the data source to aid Avocette in identifying key components. • Provide subject matter experts on the reports and interfaces to aid in the specifications. • Provide technical support for Data Conversion and Interfaces • Ensure that the document review periods established during Project Initiation and recorded in the Project Plan are adhered to by the City of Santa Ana team • Accept the stage deliverables as per the Deliverable acceptance form and process noted in this SOW. STAGE 5 – Readiness The Readiness stage includes the all required training in preparation for the Deploy stage and the system “Go-Live”. The entire working and system tested solution is presented out of the Build stage as input into Readiness. The timing of some of the training Page 31 activities will be dependent on resolution of any discrepancies found during UAT. It is critical that appropriate City of Santa Ana representatives are involved in each step of the process to ensure success. This stage requires heavy involvement from the City of Santa Ana project team. • Avocette will provide training for all the Land Management Information System project trainers who will be conducting end- user training. • Avocette will deliver a fully tested system that is ready to move to production for go-live. • Avocette will work closely with the City of Santa Ana IT team to confirm they have the required training and ability to support Land Management Information System project at go-live and after the final project stage – Deploy. In terms of specific deliverables, the following will be executed for this stage: Avocette Responsibilities: • Coordinate with the City of Santa Ana to define training schedule and logistics • Prepare training materials and provide familiarization with the Clariti University site and Salesforce Trailhead. • Deliver training per the specific requirements listed above • Manage and support City UAT staff during the UAT testing • Conduct a UAT kickoff session with all City UAT testing staff • Continue PM activities City of Santa Ana Responsibilities: • Select and prepare the -users who will be participating in the training • Arrange the time and qualified people for the training who are critical to the project success. • Provide suitable facilities to accommodate various training classes. • Ensure that the document review periods established during Project Initiation and recorded in the Project Plan are adhered to by the City of Santa Ana team • Accept the stage deliverables as per the Deliverable acceptance form and process noted in this SOW. Stage Deliverable # Deliverable Name Readiness D25 Training Page 32 STAGE 6 – Deploy The Production date is defined as the official date in which Land Management Information System project solution moves from the test environment to production for daily City of Santa Ana and other stakeholder usage. This date will be agreed to by both Avocette and the City of Santa Ana at project inception. It may be altered only by Change Request agreed to by both parties. As defined in Stage 5 – Readiness, the entire project team, target users and other stakeholder groups will be preparing for the Production go-live. The Deploy stage will involve the following key activities: • Develop go-live checklist and confirm with the City. The document will contain at a minimum: o Readiness checklist o A detailed list of steps performed, including go / no-go decision points, when deploying the solution to the production environment. The resources responsible for completing each activity must be identified o Roll-back strategy in the event the “move-to-production” fails o A plan detailing the Service Provider’s commitment to software support and maintenance during the stabilization period immediately following implementation • Deployment support prior to moving to Production • Setup of Integration points in Production • Final Conversion run during cutover • Clariti Solution and Land Management Information System project solution used in Production environment for City of Santa Ana daily use • Support for any issues that relate to the Configuration that was created by Avocette for Land Management Information System project • Documented solution including o a separate document for each environment prior to handing the environments over to the City that:  Certifies the installations are completed, verified, and fully operational  Lists the components installed and the means by which they were verified  Details the settings, administrative users, and parameters used during the installation o instructions for migrating configurations and data from one environment to another. o a document detailing the configuration settings (value lists, security settings, screen configuration, etc.) at the time the system is handed over to the City. Prior to releasing the environment to City staff, the Service Provider is required to execute the appropriate test cases to ensure the solution works as intended and provide a document certifying the environment is ready for use. Page 33 o online documentation to guide City IT staff in the technical operation and support of the propose solution including City specific customizations. In terms of specific deliverables, the following will be executed for this stage: Avocette Responsibilities: • Assist in the development of a Pre-Production checklist that details the critical tasks that must be accomplished prior to moving to Production • With assistance from City of Santa Ana, lead the effort to transfer the configuration and any required data from Test to Production • Conduct conformance test to ensure system and converted data are ready for production • Complete the checklist activities prior to go-live • Go-Live • Provide 1 (one) resource on-site (if travel is allowed) for up to 40 hours post go-live • Assist in any transition activities for Avocette ServicePlus support following the 90-calendar day post-implementation support period. • Continue PM activities City of Santa Ana Responsibilities: • Provide technical and functional user support for pre and postproduction planning, execution, and monitoring • Provide timely and appropriate responses to Avocette’s request for information • Assist in the development of a Pre-Production checklist that details the critical tasks that must be accomplished prior to moving to Production • Document final close-out of the Contingency Deliverable, including the invoicing of what Contingency amount was used • Ensure that the document review periods established during Project Initiation and recorded in the Project Plan are adhered to by the City of Santa Ana team • Accept the stage deliverables as per the Deliverable acceptance form and process noted in this SOW. Stage Deliverable # Deliverable Name Deploy D26 Go-Live Page 34 APPENDIX C – CHANGE REQUEST FORM Agency: City of Santa Ana CO #: 001 Project Code: Date: Contract # / PO #: Initiating Department: Initiated By: Change Category Product □ Project ■ Contract □ Maintenance □ Change Request 1) Summary of Change Request Provide a brief narrative identifying the requested change. 2) Issue or Reason for Change Provide description of the issue and/or reason for the change. 3) Details of Change Provide a detailed description of the change. For changes in the configuration or customization of the solution, a supporting use case may be required. Page 35 Deliverable No. Description Avocette Responsibilities: Client’s Responsibilities: Acceptance Criteria: 4) Impacts a. Schedule Impact b. Resource Impact c. Cost Impact The above Services will be performed in accordance with this Change Order / Work Authorization and the provisions of the Contract for the purchase, modification, and maintenance of the Clariti systems. The approval of this Change Order will act as a Work Authorization for Avocette and / or the COS to perform work in accordance with this Change Order, including any new payment terms identified in this Change Order. This Change Order takes precedence and supersedes all other documents and discussions regarding this subject matter. Page 36 Accepted By: Client Accepted By: Avocette Inc. By: By: Print Name: Print Name: Title: Title: Date: Date: Page 37 APPENDIX D – RESOURCE REQUIREMENTS Task Name Duration City Resources Hours Required City of Santa Ana 432.5 days Project Start 0 days Phase 1 - Project Initiation 37 days D01 - Project Charter 19 days Prepare draft Project Charter 5 days Project Manager 4 Review Project Charter with the City and revise 5 days Project Manager 8 Sign-off on Project Charter 1 day Project Manager 1 Prepare for kickoff meeting 5 days Project Manager 2 Conduct Kickoff and Clariti training 3 days Project Manager Building SME(s) Planning SME(s) Admin Services SME(s) Code Enforcement(s) SME Public Works SME (s) IT SME(s) 18 18 18 18 18 18 18 D02 - Project Plan, Project Monitoring Tools 26 days Establish project team and roles 5 days Project Manager 10 Prepare draft baseline Project Plan 10 days Project Manager 10 Review Project Plan with City and revise 10 days Project Manager 5 Sign-off on baseline Project Plan 1 day Project Manager 1 Phase 2 - Analysis & Build 297.5 days D03 - Environment Build 1 day Product Org Setup (URL's) 1 day D04 - Core Configuration Analysis 18 days Core Agency Data/Security & Roles 10 days Building SME(s) 5 Page 38 Planning SME(s) Admin Services SME(s) Code Enforcement(s) SME Public Works SME (s) IT SME(s) 5 5 5 5 5 Core Configuration Requirements Document 5 days Review Core Configuration Requirements 2 days Building SME(s) Planning SME(s) Admin Services SME(s) Code Enforcement(s) SME Public Works SME (s) IT SME(s) 4 4 4 4 4 4 Core Configuration Analysis Sign Off 1 day Building SME(s) Planning SME(s) Admin Services SME(s) Code Enforcement(s) SME Public Works SME (s) IT SME(s) 1 1 1 1 1 1 1 Analysis 97 days D05 - Building Configuration Analysis 50 days Preparation for configuration analysis (documentation review) 10 days Building SME(s) 3 Configuration requirements gathering 15 days Building SME(s) 45 D06 - Planning Configuration Analysis 35 days Preparation for configuration analysis (documentation review) 10 days Planning SME(s) 3 Configuration requirements gathering 30 days Planning SME(s) 90 D07 - Administration Services Configuration Analysis 20 days Page 39 Preparation for configuration analysis (documentation review) 5 days Admin Services SME(s) 2 Configuration requirements gathering 5 days Admin Services SME(s) 15 D08 - Code Enforcement Configuration Analysis 34 days Preparation for configuration analysis (documentation review) 15 days Code Enforcement SME(s) 2 Configuration requirements gathering 9 days Code Enforcement SME(s) 18 D09 - Public Works Configuration Analysis 34 days Preparation for configuration analysis (documentation review) 15 days Public Works SME(s) 2 Configuration requirements gathering 9 days Public Works SME(s) 18 D05 - Building Configuration Documentation 47 days Documentation of configuration specifications 30 days Review of configuration specifications 10 days Building SME(s) 25 Revisions to configuration specifications 5 days Final review of configuration specifications 2 days Building SME(s) 8 Configuration specifications Sign Off 0 days Building SME(s) 1 D06 - Planning Configuration Documentation 18 days Documentation of configuration specifications 10 days Review of configuration specifications 7 days Planning SME(s) 35 Revisions to configuration specifications 2 days Final review of configuration specifications 1 day Planning SME(s) 4 Configuration specifications Sign Off 0 days Planning SME(s) 1 D07 - Administration Services Configuration Documentation 8 days Page 40 Documentation of configuration specifications 5 days Review of configuration specifications 1 day Admin Services SME(s) 10 Revisions to configuration specifications 1 day Final review of configuration specifications 1 day Admin Services SME(s) 4 Configuration specifications Sign Off 0 days Admin Services SME(s) 1 D08 - Code Enforcement Configuration Documentation 13 days Documentation of configuration specifications 8 days Review of configuration specifications 2 days Code Enforcement SME(s) 15 Revisions to configuration specifications 2 days Final review of configuration specifications 1 day Code Enforcement SME(s) 4 Configuration specifications Sign Off 0 days Code Enforcement SME(s) 1 D09 - Public Works Configuration Documentation 12 days Documentation of configuration specifications 7 days Review of configuration specifications 3 days Public Works SME(s) 8 Revisions to configuration specifications 1 day Final review of configuration specifications 1 day Public Works SME(s) 4 Configuration specifications Sign Off 0 days Public Works SME(s) 1 Build 274.5 days Base Product Configuration 7 days Core security/roles application configuration 5 days Core configuration review 2 days Building SME(s) Planning SME(s) Admin Services SME(s) Code Enforcement SME(s) 8 8 8 8 Page 41 Public Works SME(s) IT SME(s) 8 8 D10 - Building Configuration 76 days Complete Clariti Configuration 45 days Automation 20 days Business related reports (Letters, reports) 10 days Signoff - Release to QA 1 day D11 - Planning Configuration 44 days Complete Clariti Configuration 25 days Automation 13 days Business related reports (Letters, reports) 5 days Signoff - Release to QA 1 day D12 - Administration Services Configuration 10 days Complete Clariti Configuration 5 days Automation 2 days Business related reports (Letters, reports) 2 days Signoff - Release to QA 1 day D13 - Code Enforcement Configuration 24 days Complete Clariti Configuration 15 days Automation 6 days Business related reports (Letters, reports) 2 days Signoff - Release to QA 1 day D14 - Public Works Configuration 24 days Complete Clariti Configuration 15 days Automation 6 days Business related reports (Letters, reports) 2 days Signoff - Release to QA 1 day D15 - Quality Assurance 141 days Test Script Development 30 days Page 42 Building QA 30 days Building QA Remediation & Re-Testing 10 days Planning QA 15 days Planning QA Remediation & Re-Testing 10 days Administration Services QA 3 days Administration Services QA Remediation & Re-Testing 2 days Code Enforcement QA 10 days Code Enforcement QA Remediation & Re- Testing 4 days Public Works QA 10 days Public Works QA Remediation & Re-Testing 4 days Citizen Portal Building QA 10 days Citizen Portal Planning QA 3 days Citizen Portal Code Enforcement QA 3 days Citizen Portal Public Works QA 3 days Citizen Portal QA Remediation & Re-Testing 15 days Signoff - Release to UAT 1 day D10 - User Acceptance Testing - Configuration 65.5 days UAT Kickoff 0.5 days Building SME(s) Planning SME(s) Admin Services SME(s) Code Enforcement SME(s) Public Works SME(s) IT SME(s) 4 4 4 4 4 4 Building UAT 15 days Building SME(s) 45 Building UAT Remediation 10 days Building SME(s) 15 Planning UAT 30 days Planning SME(s) 90 Planning QA Remediation & Re-Testing 5 days Planning SME(s) 20 Page 43 Administration Services UAT 10 days Admin Services(s) 30 Administration Services UAT Remediation & Re-Testing 3 days Admin Services(s) 5 Code Enforcement UAT 10 days Code Enforcement SME(S) 30 Code Enforcement UAT Remediation & Re- Testing 4 days Code Enforcement SME(S) 5 Public Works UAT 5 days Public Works SME(s) 15 Public Works UAT Remediation & Re-Testing 4 days Public Works SME(s) 2.5 Citizen Portal Building UAT 10 days Building SME(s) 30 Citizen Portal Planning UAT 10 days Planning SME(s) 30 Citizen Portal Code Enforcement UAT 10 days Code Enforcement(s) 30 Citizen Portal Public Works UAT 5 days Public Works SME 15 Citizen Portal UAT Remediation 15 days Mobile Offline Inspections UAT 5 days Code Enforcement SME(s) 15 Mobile Offline Inspections UAT Remediation 2 days D11 - Build Complete 0 days Building Configuration Signoff 0 days Building SME 1 Planning Configuration Signoff 0 days Planning SME 1 Administration Services Configuration Signoff 0 days Admin Services SME 1 Code Enforcement Configuration Signoff 0 days Code Enforcement SME 1 Public Works Configuration Signoff 0 days Public Works SME 1 Citizen Portal Configuration Signoff 0 days Building SME Planning SME Code Enforcement SME Public Works SME .5 .5 .5 .5 Mobile Offline Inspections Configuration Signoff 0 days Code Enforcement SME 1 Phase 3 - Conversions & Integrations 395.5 days D12 - Data Conversion Analysis 30 days Page 44 Data Conversion Analysis & Documentation 20 days Database Admin 60 Review Conversion Analysis 10 days Database Admin 40 Data Conversion Documentation Complete 0 days Database Admin 1 D13 - Data Conversion Build 98 days Configure tools/Scripts for Conversion 30 days D14 - Conduct First Pass 33 days Execute Run 1 5 days Review first pass 10 days Database Admin Building SME Planning SME Admin Services SME Code Enforcement SME Public Works SME 40 20 20 5 20 20 Update Tools/Configuration 18 days D15 - Conduct Second Pass 15 days Execute Run 2 2 days Review Second Pass 10 days Database Admin Building SME Planning SME Admin Services SME Code Enforcement SME Public Works SME 40 20 20 5 20 20 Update Tools/Configuration 3 days Ready for final conversion 0 days D16 - System Integrations Analysis 162 days GIS (ESRI) 7 days GIS Requirements Analysis and Documentation 10 days GIS SME 60 GIS Requirements Review 3 days GIS SME 8 CSLB 3 days Page 45 Requirements Analysis and Documentation 2 days Requirements Review 1 day Payment Processor 7 days Requirements Analysis and Documentation 5 days IT SME 5 Requirements Review 2 days IT SME 5 iNovah 12 days Requirements Analysis and Documentation 10 days IT SME Finance SME 10 10 Requirements Review 2 days IT SME Finance SME 5 5 Avolve 7 days Requirements Analysis and Documentation 5 days IT SME 5 Requirements Review 2 days IT SME 5 Lawson ERP 20 days Requirements Analysis and Documentation 15 days IT SME Finance SME Building SME Planning SME Admin Services SME Code Enforcement SME Public Works SME 15 20 2 2 2 2 2 Requirements Review 5 days IT SME Finance SME Building SME Planning SME Admin Services SME Code Enforcement SME Public Works SME 10 20 1 1 1 1 1 LaserFische 13 days Requirements Analysis and Documentation 10 days IT SME 20 Page 46 Requirements Review 3 days IT SME 8 Selectron IVR 35 days Requirements Analysis and Documentation 25 days IT SME 10 Requirements Review 10 days IT SME 5 Business Tax System 18 days Requirements Analysis and Documentation 15 days IT SME Finance SME 10 20 Requirements Review 3 days IT SME Finance SME 5 8 Interface Design Signoff 0 days IT SME 1 D17 - System Integrations Build 258 days GIS (ESRI) 7 days Build 5 days Testing 2 days GIS SME 5 CSLB 4 days Build 3 days Testing 1 day IT SME 1 Payment Processor 6 days Build 5 days Testing 1 day IT SME 2 iNovah 18 days Build 15 days Testing 3 days IT SME 6 Avolve 6 days Build 5 days Testing 1 day IT SME 2 Lawson ERP 27 days Build 25 days Testing 2 days IT SME 2 Page 47 Finance SME 5 LaserFische 12 days Build 10 days Testing 2 days IT SME 2 Selectron IVR 25 days Build 20 days Testing 5 days IT SME 10 Business Tax System 9 days Build 7 days Testing 2 days IT SME Finance 5 8 Interface Build Signoff 0 days D18 - Final Complete System Test (Conversion & Integrations) 25 days Complete UAT 20 days IT SME(s) Finance SME(s) Building SME(s) Planning SME(s) Admin Services SME(s) Code Enforcement SME(s) Public Works SME(s) 10 60 60 60 60 60 60 Remediate & Re-Test 5 days IT SME(s) Finance SME(s) Building SME(s) Planning SME(s) Admin Services SME(s) Code Enforcement SME(s) Public Works SME(s) 5 15 15 15 15 15 15 Phase 4 - D18 - Training 22.5 days Prepare training materials 20 days IT SME(s) 10 Page 48 Finance SME(s) Building SME(s) Planning SME(s) Admin Services SME(s) Code Enforcement SME(s) Public Works SME(s) 10 20 20 10 20 20 Deliver Training 5 days IT SME(s) Finance SME(s) Building SME(s) Planning SME(s) Admin Services SME(s) Code Enforcement SME(s) Public Works SME(s) 32 32 32 32 32 32 32 Training complete 0 days Phase 5 - D19 - Go Live 47 days Deploy 47 days Prepare deployment checklist 10 days Migrate to Production environment and conduct confirmation testing 2 days Database Admin IT SME GIS SME 10 10 10 Smoke Test 1 day Finance SME(s) Building SME(s) Planning SME(s) Admin Services SME(s) Code Enforcement SME(s) Public Works SME(s) 4 4 4 4 4 4 System Live 0 days Finance SME(s) Building SME(s) Planning SME(s) Admin Services SME(s) Code Enforcement SME(s) 6 6 6 6 6 Page 49 Public Works SME(s) 6 Post-Production Support 5 days Deployment complete 0 days Stabilization Support 30 days Page 50 APPENDIX E – RESOURCE DEFINITIONS The City will fill the appropriate roles with the appropriate personnel to work together with Avocette for the implementation. The City will make available additional resources as needed for the implementation to be successful. Multiple City roles can be filled by the same person. Project Sponsor • Ultimate responsibility for the success of the project • Create an environment that promotes project buy-in • Drive the project through all levels of the City • High-level oversight throughout project duration • Primary escalation point to address project issues Project Manager • Overall administration, coordination, communication, and decision-making • Plan, schedule, coordinate and track the implementation with Contractor and internally • Ensure the City stays focused, tasks are completed on schedule, and project stays on track Division / Departmental Business Leads A user representative for each affected department must be appointed to facilitate analysis and configuration and serve as Decision Maker for that group. *These critical appointments may well determine the success of the implementation for their respective areas. • Attend requirements workshop sessions • Willing and able to gather data and make decisions about business processes • Assist in creation of reports, interfaces and conversions • Review and test the system configuration • Participate in the implementation of the Clariti solution Division / Departmental Subject Matter Experts (SME) • Be trained on the Clariti platform • Be fully engaged in the business analysis and system configuration activities • Assist internal efforts towards the creation of reports, interfaces & conversions Page 51 • Assist in the review and testing of the system • Actively participate throughout the project. This resource must be relieved of some day to day duties to allow time for the project during key weeks. Technical Lead/ IT SME/ Database SME • Primary responsibility for the technical environment during the software implementation - ensure servers, databases, network, desktops, printers, etc. are available for system implementation and training, and meet minimum standards • Work with Contractor technical personnel during implementation • Maintain test and production databases • Act as the primary technical resource for troubleshooting problems • Establish and maintain backup, archival, and other customary maintenance and housekeeping activities Page 52 APPENDIX F – ONLINE LEARNING Online training for the Clariti solution and the Salesforce platform is available at no cost to the City and available to all City staff. Links to the platforms are below: Salesforce Trailhead: https://trailhead.salesforce.com/en/home Clariti University: https://basicgov.talentlms.com/index Page 53 APPENDIX G – SIGNATURE CAPTURE PRICING Item Cost Category Description Qty Unit Cost Implementation Cost Annual Cost 1.00 Licensing Year 1: Licensed Users (21-50 range) 30 $30.00 - $900.00 Year 2: Licensed Users (101-250 range) 195 $18.00 - $3,510.00 Year 3: Licensed Users (101-250 range) 195 $18.00 - $3,510.00 Year 4: Licensed Users (101-250 range) 195 $18.00 - $3,510.00 Year 5: Licensed Users (101-250 range) 195 $18.00 - $3,510.00 2.00 Implementation Services Topaz Integration 20 $120.00 $2,400.00 - Forms Configuration (Each) 5 $500.00 $2,500.00 - Workflow Configuration (Each) 5 $750.00 $3,750.00 - Email Templates Configuration (Each) 5 $500.00 $2,500.00 - Total Core System Cost $11,150.00 $14,940.00 Page 54 Page 55 APPENDIX H - UAT TEST PLAN UserAcceptanceTestingPlan.docx EXHIBIT B PROJECT FIXED PRICE Page 56 EXHIBIT B: PROJECT FIXED PRICE The total project implementation pricing of $1,171,078.67 is based on a fixed price for deliverables as detailed below.  Changes to the project to address scope changes/additions can be done on either a fixed-price or time and materials basis. The time and materials is billed at a blended rate of $120/hour. Deliverable # Deliverable Name Total Cost Hold Back 10% Due Upon Delivery D01 Project Charter $8,880.00 $888.00 $7,992.00 D02 Project Plan, Project Monitoring Tools $7,920.00 $792.00 $7,128.00 D03 Environment Build $960.00 $96.00 $864.00 D04 Core Configuration Analysis $1,920.00 $192.00 $1,728.00 D05 Building Configuration Analysis/Documentation $39,324.00 $3,932.40 $35,391.60 D06 Planning Configuration Analysis/Documentation $48,264.00 $4,826.40 $43,437.60 D07 Administration Services Configuration Analysis/Documentation $12,708.00 $1,270.80 $11,437.20 D08 Code Enforcement Configuration Analysis/Documentation $18,708.00 $1,870.80 $16,837.20 D09 Public Works Configuration Analysis/Documentation $27,816.00 $2,781.60 $25,034.40 D10 Building Configuration $122,885.60 $12,288.56 $110,597.04 D11 Planning Configuration $130,625.60 $13,062.56 $117,563.04 D12 Administration Services Configuration $43,495.20 $4,349.52 $39,145.68 D13 Code Enforcement Configuration $49,495.20 $4,949.52 $44,545.68 D14 Public Works Configuration $110,510.40 $11,051.04 $99,459.36 D15 Quality Assurance $90,480.00 $9,048.00 $81,432.00 D16 User Acceptance Testing $6,000.00 $600.00 $5,400.00 D17 Build Complete $20,000.00 $2,000.00 $18,000.00 D18 Data Conversion Analysis $28,800.00 $2,880.00 $25,920.00 D19 Data Conversion Build $18,816.00 $1,881.60 $16,934.40 D20 Data Conversion – First Pass $14,112.00 $1,411.20 $12,700.80 Page 57 D21 Data Conversion – Second Pass $14,112.00 $1,411.20 $12,700.80 D22 System Integration Analysis $25,300.00 $2,530.00 $22,770.00 D23 System Integration Build $42,700.00 $4,270.00 $38,430.00 D24 Final Completion System Test (Conversion & Integrations) $10,000.00 $1,000.00 $9,000.00 D25 Training $38,880.00 $3,888.00 $34,992.00 D26 Go Live $18,600.00 $1,860.00 $16,740.00 D27 Signature Implementation $12,360.00 $1,236.00 $11,124.00 D28 Building Contingency Records $18,000.00 $1,800.00 $16,200.00 D29 Planning Contingency Records $7,200.00 $720.00 $6,480.00 D30 Public Works Contingency Records $18,000.00 $1,800.00 $16,200.00 D31 Enforcement Contingency Records $3,600.00 $360.00 $3,240.00 PM Project Management Billed Monthly (Approximately $6,767.62/month) 14 Months PM $94,746.67 N/A $94,746.67 TRVL Travel billed as and when $50,300.00 N/A $50,300.00 SIG Signature Capture Implementation & Licensing Year 1 & 2 $15,560.00 N/A $15,560.00 TOTAL $1,171,078.67 $101,047.20 $1,070,031.47 Payment Terms General  Invoices are due net 45 of the invoice date.  Avocette will invoice upon the completion of each of the project deliverables for the price shown in the Project Fixed Pricing.  Deliverables are not considered complete until the Deliverable Acceptance Form is completed (see below – Deliverable Acceptance).  Travel cost including travel and living expenses are billed based on the City’s standard policy or as mutually agreed to by the City and Avocette. Page 58  All pricing is in the currency of the City of Santa Ana Deliverable Acceptance  Deliverable acceptance criteria for each deliverable will be defined and mutually agreed on in the project initiation phase.  After each deliverable has been reviewed and mutually agreed upon as successfully completed by Avocette, the City project team, and the City Contract Administrator, Avocette will present a Deliverable Acceptance form. This form is presented to the City person identified as the Deliverable Acceptance authority and he/she will be required to sign within 5 business days of receipt of the form. At the expiration of the 5-day period Avocette will be eligible to invoice, regardless of whether the form is signed or not. Holdback  A 10% holdback against each deliverable is applied.  The 10% holdback invoice will be issued 10 days after the final deliverable D26 – Go Live and the completion of all outstanding issues. Page 1 of 9 AGREEMENT WITH AVOCETTE TECHNOLOGIES, INC. TO PROVIDE SUPPORT SERVICES FOR LAND MANAGEMENT SYSTEM THIS AGREEMENT is made and entered into on this 1st day of July, 2021, by and between Avocette Technologies, Inc., a Canadian corporation (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”). RECITALS A. On August 24, 2020, the City issued a Request for Proposals (RFP No. 20-108) for an Enterprise Land management System and Implementation Services. The RFP included extensive system requirements and objectives that are incorporated herein by this reference. B. Consultant represents that Consultant is able and willing to provide support services to the City for the Clariti Platform Enterprise Land Management System. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the ServicePlus Support Services document attached hereto as Exhibit A and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A and the Cost Proposal attached hereto as Exhibit B and incorporated by reference. The total amount to be expended during the term of this Agreement shall include an annual not to exceed amount of $79,443, which includes a 30% contingency, for a total not to exceed amount of $317,772. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Page 2 of 9 3. TERM This Agreement shall commence on July 1, 2023 (“Commencement Date”) and continue for three (3) years through June 30, 2026, unless terminated earlier in accordance with Section 15, below. The exact Commencement Date for this Agreement depends upon the completion of the implementation services provided for under a separate agreement between the parties. Accordingly, the Commencement Date may be changed pursuant to a writing executed by the City Manager or assignee, as necessary. This Agreement shall also cover any and all services provided by the Consultant to the City prior to the execution of this Agreement or the commencement date. The Term of the Agreement may be extended by a writing executed by the City Manager and City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, Page 3 of 9 volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant’s operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Worker’s Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker’s compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer’s liability insurance with limits not less than $1,000,000 per accident, or to provide a confirming letter that Worker’s Compensation Insurance is not required for Canadian employees, as applicable. c. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. d. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance Page 4 of 9 provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. v. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City’s election, to forthwith terminate this Agreement. Such termination shall not affect Consultant’s right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnit y and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the Cit y, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Page 5 of 9 Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, o r disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT Page 6 of 9 This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE Page 7 of 9 This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Housing Division Manager Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 To Consultant: A party may change its address by giving notice in writing to the other party. Thereafter, Avocette Technologies, Inc. 422 Sixth Street, 2nd Floor New Westminster, BC V3L 3B2 Tel: 604.395.6000 Fax: 604.395.6004 Page 8 of 9 any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. c. This Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. {signatures on following page} Page 9 of 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Daisy Gomez Kristine Ridge Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO CONSULTANT: City Attorney By: Ryan O. Hodge Assistant City Attorney (title) Tax ID# RECOMMENDED FOR APPROVAL: JACK CIULLA Chief Technology Innovations Officer Information Technology Department By: Title: Darrel Drab VP Local Government EXHIBIT A SERVICEPLUS SUPPORT SERVICES Deliver to: City of Santa Ana Attn: Jack Ciulla Phone: 714.647.5381 E-mail: JCiulla@santa-ana.org Response Contact: Darrel Drab Avocette Technologies Inc. Phone: (250) 389-2993 (X229) E-mail: Darrel.drab@avocette.com 2nd Floor – 422 Sixth Street. New Westminster, BC V3L 3B2 (604) 395-6000 (604) 395-6004 1-866-285-8885 Head Office: Phone: Fax: Toll Free: Exhibit A: ServicePlus City of Santa Ana ServicePlus Operational Support Services Contract for Clariti ServicePlus Support Services Agreement i Contents ServicePlus Vendor Services Agreement .............................................................................................. ii Schedule A Services: .............................................................................................................................. ii 1 Terms of Contract ................................................................................................................................. ii Vendor’s Obligations ..................................................................................................................... ii Client’s Obligations ...................................................................................................................... iii Contract Price and Payment Terms ............................................................................................. iii Termination .................................................................................................................................. iii Non-Hire ....................................................................................................................................... iv General ......................................................................................................................................... iv Signatures .................................................................................................................................... iv 2 Schedule “A” – Basic ............................................................................................................................. 1 2.1 ServicePlus Basic Service ............................................................................................................... 1 Service Levels ................................................................................................................................ 1 ServicePlus Service Levels ............................................................................................................. 2 Service Level Reporting ................................................................................................................. 3 Service Level Meetings................................................................................................... 3 Service Level Report ....................................................................................................... 3 Service Delivery ............................................................................................................................. 4 Service Request Management ...................................................................................................... 4 Incident Management ................................................................................................................... 4 Incident Management Process ..................................................................................................... 5 Request Management ................................................................................................................... 6 Request Management Process ...................................................................................... 6 Approach to Maintaining Service Levels ....................................................................................... 8 Facilities and Equipment Requirements ....................................................................................... 8 Support Team ................................................................................................................................ 8 Additional Services ...................................................................................................................... 10 Appendix A: Definitions ............................................................................................................................... 1 ServicePlus Support Services Agreement ii ServicePlus Vendor Services Agreement Between Avocette Technologies Inc. (the VENDOR) at the following address: 2nd Floor – 422 Sixth Street New Westminster, BC V3L 3B2 Phone: 604 395 6000 Phone Toll Free: 1 866 285 8885 City of Santa Ana (the CLIENT) at the following address: 20 Civic Center Plaza M42 Santa Ana, CA 94605 Phone: 510.544.2569 CLIENT AND THE VENDOR AGREE TO THE TERMS OF THIS DOCUMENT AND IN THE SCHEDULE OUTLINE BELOW. Schedule A Services: ServicePlus Basic Service - Provide support and consulting services in support of the Client’s Clariti system, As Per Attached Schedule A. Term: From August 2022 (tentative based on Live Day) To and including: June 30, 2026 READ TERMS ON THE FOLLOWING PAGES 1 Terms of Contract Vendor’s Obligations 1. The VENDOR will: a) notwithstanding the date of execution and delivery of this agreement, provide the services (The “Services”) during the term (The “Term”) at the contract price established in Schedule “A” in accordance with this agreement; b) supply all labour resources necessary to provide the Service outlined in Schedule “A”; c) upon request of CLIENT, fully inform CLIENT of the work done by the VENDOR nominee in connection with the provision of the Services and permit CLIENT at all reasonable times to inspect, review and copy all accounting records, findings, data, specifications, drawings, working papers, reports, documents and material (collectively called the “Material) whether complete or otherwise that have been produced received or acquired by the VENDOR nominee as a result of this agreement; d) ensure that the VENDOR complies with the CLIENT’s request that all time spent must be detailed in the ServicePlus IT Service Management System along with a descriptor of the work carried out on a daily basis; e) comply with all applicable municipal, provincial/State and federal laws; f) at all times maintain a standard of care, skill and diligence in performance of the Services exercised and observed by persons engaged in the provision of services similar to the Services; g) at all times treat as confidential all information or material supplied to or obtained by the VENDOR and its nominees as a result of this agreement and will not permit the publication, release or disclosure of the same without the prior written consent of CLIENT; ServicePlus Support Services Agreement iii h) be an independent Contractor and not be the servant, employee or agent of CLIENT i) ensure that all persons employed by it in connection with the provision of the Services are competent to perform them, adequately trained, fully instructed and supervised; j) ensure that all personnel hired by the VENDOR to provide the Services will be the employees or subcontractors of the VENDOR and not of CLIENT. Client’s Obligations 2. CLIENT will: a) make available to the VENDOR all available information considered by CLIENT to be pertinent to the Services; b) make available to the VENDOR such staff and subject matter experts for consultation as required to ensure the VENDOR can meet their obligation to the CLIENT; c) ensure that the Client Point-of-Contact is available to review and approve the completion of incident resolution in a timely manner; d) ensure that the Client Contract Manager is available to approve such Service Requests as may be necessary for the VENDOR to fulfill its obligations under the contract; e) ensure that staff are available to review and approve Service Requests in a timely manner; Contract Price and Payment Terms 3. Contract Price and Payment Terms a) Subject to the terms of this agreement the VENDOR will invoice the CLIENT for approved services as outlined in Schedule “A”. Fees will be calculated on the “Additional Hourly Service Request rate” on an hourly basis as outlined in Schedule “A”; b) The VENDOR will submit written statements of account to CLIENT commencing no sooner than the date set out in Schedule “A” as the “Billing Date” and thereafter as Specified in Schedule “A”; c) All pricing is in the currency of the CLIENT; d) Preapproved expenses for travel and living if required will be invoiced at cost; e) All invoices are payable net 45 days. Termination 4. In the event of a substantial failure of a party to comply with the provisions of this agreement, it may be terminated by the other party on thirty (30) days written notice. 5. CLIENT may, in its sole discretion, terminate this agreement on 30 days written notice and the payment of funds required to be made pursuant to Section 8, will discharge CLIENT of all its liability to the VENDOR under this agreement. 6. Where this agreement is terminated before 100% completion of the Services, CLIENT will, subject to Section 7, pay to the VENDOR that portion of the Contract Price which is equal to the portion of the Services completed. ServicePlus Support Services Agreement iv Non-Hire 7. CLIENT agrees that during the term of this Agreement, and for the non-solicitation period of six months thereafter, shall not, without the prior written consent of VENDOR, induce or attempt to influence, directly or indirectly, an employee or subcontractor of VENDOR to leave the employ of VENDOR; General 8. This agreement will be governed and construed in accordance with the laws of the State of California. 9. Time will be of the essence of this agreement. 10. Any notice required to be given hereunder will be delivered by hand or mailed by prepaid registered mail to the address on this agreement or at such other address as either party may from time to time designate by notice in writing to the other, and any such notice mailed will be deemed to be received 48 hours after mailing. 11. This agreement will be binding upon CLIENT and its assigns and the VENDOR, its successors and permitted assigns. 12. A waiver of any provision or breach by the VENDOR of this agreement will be effective only if it is in writing and signed by CLIENT and will not be deemed to be a waiver of any subsequent breach of the same or any other provision of this agreement. 13. All materials provided to the VENDOR are to be treated confidentially. 14. The copyright for independent work produced prior to the start of this project and brought into this project remains exclusively the copyright of the producing party, all other copyright in the Material will belong to CLIENT. 15. The Schedules form an integral part of this agreement. 16. No amendment or modification to this agreement will become effective unless the same will have been reduced to writing and duly executed by the parties hereto. 17. This agreement, and any amendment made pursuant to Section 18, constitute the entire agreement between the parties. 18. Sections 1(b), (c), and (e) of this Agreement will notwithstanding the expiration or earlier determination of the Term, remain and continue in full force and effect. Signatures Avocette Technologies Inc. City of Santa Ana Name: Name: Signed: Signed: Title: Title: Date: Date: Darrel Drab VP Local Government May 31, 2021 ServicePlus Support Services Agreement 1 2 Schedule “A” – Basic ServicePlus level of Service selected: Basic Monthly Service Fee: $5,092.50 ($292.50 Signature Capture) Included Service Hours: 40 Additional Hourly Service Rate: $120.00/Hour (Additional hours over monthly service fee require client authorization) 2.1 ServicePlus Basic Service Avocette’s ServicePlus Basic service provides defined on-going support services aimed at maintaining a stable Clariti environment. ServicePlus Basic Service Desk hours: 8:30 – 17:00 PST Monday to Friday exclusive of Canadian Statutory Holidays Service Levels The following service levels are included with ServicePlus Basic service to achieve the level of support required for CLIENT’s Clariti environment. Service levels are divided into five priority levels and are monitored and measured against the service level commitment as shown below. Avocette uses the following definitions to measure service levels: • Acknowledge Request is an email from an Avocette representative that confirms that the request has been received and a ticket number has been assigned in our service request management system • Incident Resolution Time is the time from when the incident is reported to the time a work around or temporary solution has been implemented to address the specific incident. • Incident Closure is the time from when the incident was reported to the time to hand over for production deployment with a permanent correction for the incident. If the incident closure requires an Clariti fix, the Incident Closure times will not apply and will require direct participation of Clariti which Avocette will assist with. ServicePlus Support Services Agreement 2 ServicePlus Service Levels Priority Definition Acknowledgment Resolution Time Closure Priority 1 Service Disruption for major applications/systems and/or has major impact on business operations and/or impacts external customers Guideline – has significant business impact. < 1 Hour Phone call Acknowledgement is required < 4 Hours < 3 Business days Priority 2 Partial service disruption for major application/system and/or service disruption for minor system and/or has moderate impact on business operations Guideline – affects business operation for at least one department. < 2 Hour < 4 Hours < 5 Business days Priority 3 Minor service disruption impacting 1-2 users significantly and/or has minimal impact on business operations. Does not affect service delivery to external clients. Service Request may be raised for incident remediation and resolution < 1 Business day < 3 Business days < 30 Business days Priority 4 Minor Service disruption with insignificant or no impact on business operations Workaround available Guideline – Affects < 5people Service Request may be raised for incident remediation and resolution < 1 Business day < 15 Business days < 90 Business days Priority 5 Causes no service disruption with no impact on business operations and does impact service deliver to clients. Additional work needed to perform some functions. Service Request may be raised for incident remediation and resolution < 5 Business days < 30 Business days < 120 Business days ServicePlus Support Services Agreement 3 The above service levels are maintained providing there are hours remaining in the budget. If no hours remain in the budget service levels will only be maintained with Client authorization and are dependent on Avocette resource availability. Exclusions (Service Levels are no longer in effect): • A ticket is referred to Clariti as a product or SAAS issue • A ticket relates to CLIENT network or system issues not covered. • In the event of an external disaster or disruption. The following are required for Avocette to meet the above service levels: • CLIENT will provide all required subscription, software and/or hardware licenses required to support the application. • The support team will not be on-site at CLIENT’s location and Avocette’s support team will be able to access the CLIENT network remotely using an SSTP VPN connection to access the necessary application environments. Service Level Reporting Service level reporting is a key means of communication between CLIENT and Avocette. It is a forum to discuss the performance with respect to service levels, the accomplishments and challenges, and to have open honest dialog about the service delivery and relationship. It also allows potential risks to be discussed and addressed proactively. Service level reporting is provided through the Avocette service manager and as agreed to by the CLIENT. Service level meetings are recommended to review the report and to have dialog around the service delivery and support relationship. Service Level Meetings The following service level meetings will be conducted: • Weekly Prioritization meeting to review and rank incidents in priority. • Monthly Planning meeting to assess service request planning, status, priority and actions. • Annual Service Delivery review meeting to review the previous year and determine what adjustments are required for the next year. Attendees will include at least: • Avocette Service Delivery Manager • CLIENT Contract Manager Note: Actual time spent conducting and documenting service level meetings will be charged at the contract rate. Note: Avocette Weekly, Monthly, Quarterly and Annual meetings will occur via conference call unless otherwise requested. Service Level Report The service level report is prepared weekly and monthly and will include the following information: ServicePlus Support Services Agreement 4 • An itemized list of all active requests/incidents annotated by Avocette ticket number in the current month and previous month. • Hourly usage for each ticket in the current month, the previous month and overall. • The status of each ticket as of the end of the period as well as any information that will assist both CLIENT and VENDOR in resolving the ticket. Service Delivery Service delivery is oriented around two specific processes: 1) Incident Management a. The handling of Break Fix situations. In CLIENT terminology this is the ‘support’ type of requests that involve software fixes. 2) Service Request Management a. The handling of any request that is not expected to result in a software fix. This includes Maintenance, Enhancement and Operational (non-software related) requests. See section 2.13 for a list of additional services available. The following sections will outline all the elements involved in Service Delivery and also walk through the expected workflow for both Incident Management and Request Management. Service Request Management Avocette uses a Service Management system to record and track all incidents and service requests under this contract. Once submitted, service request management application is used to support incidents and requests, assign tasks to internal team members and track time spent on specific requests. The features offered are: • Application Change Management by logging and tracking requests, bugs, and enhancements by application and client • Cross-referencing of incident reports • Time recording for activities and reporting on effort • Root Cause capture • Control of user access to ensure security and privacy The service request management application is configured for each client and can be modified to accommodate business related requirements for reporting. Incident Management The incident management process occurs when CLIENT has a request to fix a production problem with your Clariti environment. The goal of incident management is to: • Return to the normal service level as soon as possible with the smallest impact on the business and user. ServicePlus Support Services Agreement 5 The process is triggered when the authorized CLIENT individual or group makes the request through: • E-mail to Avocette (for non-emergency items only) • Phone call to Avocette (for emergency and high priority issues, phone is mandatory) Incident Management Process The following describes how Avocette will respond to an incident request. This process can be reviewed and adjusted if necessary to meet CLIENT’s specific needs. As noted previously, some incident may require an Clariti fix and in those cases Avocette will support the reporting and communication with Clariti. Avocette Application Management CLIENTAvocette1.1 Request Support 1.2 Acknowledge Request 1.3 Create Incident Receive Acknowledge- ment Update Request 1.5 Resolve issue within SLA 1.4 Assign Team Resources 1.7 Recover Application 1.6b Approve Closure Phone/Email Priority 1 or 2?Warm HandoffYes No Email /Phone Acknowledgement Application Recovered? Yes No 1.6a Request Closure Figure 1: Procedure for Incident Management. Task # Task Actor(s) 1.1 The CLIENT point-of-contact or Customer Service Center contacts the Avocette Service Desk via toll-free telephone number or email address. CLIENT application point-of- contact 1.2 All contacts are acknowledged upon receipt. Acknowledgement can be through email or by phone. In the event an incident is submitted which in the judgement of the service desk should be a level 1 or 2 incident (not applicable for AS and WHEN) the service desk will acknowledge by phone and recommend an upgrade of the incident priority. Avocette Service Desk 1.3 Avocette Service Desk creates a ticket for the request, assigning the request to Avocette’s primary support person and Service Delivery Manager. Automatic email notifications are generated and sent to the Avocette Service Manager. Avocette Service Desk ServicePlus Support Services Agreement 6 Task # Task Actor(s) 1.4 If the request is a priority 1 or 2 (not applicable for AS and WHEN), the Avocette Service Desk speaks to the support resource and Service Delivery Manager directly to ensure the request is received in a timely manner (i.e., warm handover). CLIENT and Avocette’s managers are informed of priority 1 and priority 2 requests. The Service Delivery Manager liaises with the primary resource to coordinate a solution, and may approach service manager to assign additional support team resources to recover and resolve the issue. Avocette Support Team 1.5 The support team works to recover the issue within the service levels. This may involve working directly with CLIENT staff to provide access to data, database logs, performance data, etc., in order to resolve the incident. The support team promotes the fix to the CLIENT environment and completes the necessary requests to migrate to production. Avocette Support Team 1.6a If resolution of the issue provides recovery of the application, the Service Delivery Manager will seek approval from CLIENT to close the request. CLIENT point-of- contact 1.7 If resolution of the issue does not also provide recovery of the application, the support team will work to complete the long-term solution to the issue. Avocette Application Support Team 1.6b Avocette obtains approval from the CLIENT point-of-contact to close the request. The incident is only considered closed once it is successfully deployed to production and verified as being resolved by the CLIENT point-of-contact. CLIENT point-of- contact Request Management Avocette’s request management services support the management of service requests. This includes requests for maintenance, enhancements or other operational (non-software) requests. The goal of Request Management is to keep track of all requests, allow prioritization of the requests, track time spent, and report on the status of each request. Service request may be raised to address all Priority 3, 4 and 5 incident remediation and resolutions. Request Management Process The following describes how Avocette will respond to a service request. ServicePlus Support Services Agreement 7 Figure 2: Procedure for Maintenance, Enhancement and Operational Requests Task # Task Actor(s) 1.1 The CLIENT point-of-contact creates the initial service request by documenting the specific request and sending this to the Avocette’s Service Desk by sending an email. A template is used to document the Service Request. This will be logged if not already initiated as a service request and assigned to the service delivery manager to assess. CLIENT application point-of- contact 1.2 The Service Delivery Manager will coordinate the team to assess the Service Request, complete the request with impacts and estimates, and return the service request to CLIENT for approval. The development of the service request may involve collaboration between CLIENT and Avocette to ensure the requirements are understood and impacts accurately accounted for. Avocette Support Team CLIENT will review and approve the Service Request. CLIENT 1.3 The service delivery manager will then schedule the work to be completed based on the agreed timeline expectations in the service request. Avocette Support Team 1.4 The service request is executed and the deliverables provided to CLIENT. Avocette Support Team 1.5 CLIENT will review the deliverables and complete any necessary user acceptance testing before giving the approval to proceed to production or accept the deliverable. CLIENT Service Requests must be approved and signed by the CLIENT Contract Manager and Avocette’s Client Manager before any work proceeds. ServicePlus Support Services Agreement 8 Approach to Maintaining Service Levels Avocette will assign qualified and cross trained resources to the support of the Supported Application Components. The support team will include a primary and backup resource fully trained in the application as well as the support procedures necessary to adhere to CLIENT standards. The Service Delivery Manager will ensure that the backup resource is ready in the event that the primary resource is unavailable for any reason. The primary goal is to ensure that service levels are maintained regardless of the individual schedules of the support team. In addition, the Avocette Service Desk is provided with primary and backup resource contact information and will be kept informed when the primary resource is unavailable. Cross training of the backup resources will be provided as part of initial transition to support and will occur annually thereafter as a refresher. Avocette will maintain a repository for information, materials and details pertaining to support of the Supported Application Components (Knowledge Management). This will also include details on the specific CLIENT policies and procedures that will apply to this support service. The Service Delivery Manager will ensure that there is adequate coverage during any absences or traditional vacation periods (Christmas Holidays) and will also communicate any upcoming absences to CLIENT during the service level report meetings. In the event of a disaster in the Avocette Offices, CLIENT will be notified immediately, provided direct contact phone numbers for the support team, and support resources will work from home. Facilities and Equipment Requirements CLIENT is not required to provide any permanent desk or office space. However, Avocette may require access to a drop in station at CLIENT from time to time during onsite visits. Avocette resources will require remote access into the CLIENT environment using a secure VPN or similar connection. Support Team Avocette’s support team is comprised of the following roles and provides on-going operation support for CLIENT’s Clariti environment as follows: Role Role Description CLIENT Contract Manager/Point of Contact The CLIENT will assign a CLIENT Contract Manager/Point of Contact to be the primary contact for the Avocette Service Delivery Manager. (Note that other roles may be assigned as required)The CLIENT Contract manager/Point of Contact will: 1. Facilitate communications between Avocette and the CLIENT to clarify incident/service request particulars (as needed) 2. Facilitate communications between Avocette and other CLIENT departments or technical areas in order to diagnose and resolve the request 3. Arrange for User Acceptance Testing as required 4. Provide priorities and guidance to the Avocette support team for outstanding issues ServicePlus Support Services Agreement 9 5. Complete resolution details in the support tracking system and closing the ticket 6. Attend monthly service level meetings 7. The following additional responsibilities are primarily related to Service Request Management: 8. Facilitate Authorization of work to proceed. 9. Manage communication with other application stakeholders on implementation or significant changes 10. Facilitate approval of requirements and functional specifications Avocette Service Desk Support Analyst Avocette’s Service Desk is staffed with Service Desk Support Analysts who are responsible for receiving and acting upon incidents reported by ServicePlus clients. The Avocette Service Desk Support Analyst: 1. Responds to incidents from ServicePlus clients submitted by email or phone. 2. Provides basic user support as required such as password resets and other user support issues. 3. Based on the priority of the incident takes appropriate action to respond to the incident by performing a warm handoff. 4. Provides regular updates for high priority incidents. Avocette Account Manager An Avocette Account Manager is assigned to each ServicePlus client and will be the person responsible for ensuring Avocette meets its commitments under this contract. The Client Account Manager is also responsible for approving service requests on behalf of Avocette. The Avocette Account Manager will: 1. Be responsible for Avocette’s commitments under the contract. 2. Be available when necessary to meet with the client to address issues and concerns. 3. Approve Service Requests in a timely manner. Service Delivery Manager A Service Delivery Manager is assigned to each ServicePlus client and will be the primary contact for managing incident resolution and service requests. Avocette always assigns a backup Service Delivery Manager, typically the Subject Matter Expert, to each account so that service disruptions are avoided in the case of the primary service delivery manager not being available. The Service Delivery Manager will: 1. Be responsible for ensuring service levels are met for all reporting incidents and communicating status of incident resolution processes to stakeholders 2. Manage the delivery team and ensures support coverage is in place to meet or exceed all service levels 3. Ensure proper communication to CLIENT regarding release scope and expected delivery schedule and status during the implementation process ServicePlus Support Services Agreement 10 4. Provide estimates for Service Requests and work with the CLIENT Contract Manager to set priorities 5. Work with the CLIENT Contract Manager to develop release plans for Service Requests 6. Ensure all required authorizations have been provided prior to initiating work or conducting migrations 7. Be responsible for adjusting the release processes if necessary in order to improve quality, reliability, timeliness or overall customer satisfaction with the releases and documenting the revised processes 8. Ensure decisions, priorities and action items are properly documented and communicated to the team members 9. Work with the CLIENT Contract Manager and the Avocette Support Team to prioritize incident resolution and closure 10. Conduct regular team meetings involving release scope, scheduling and status 11. Reports regularly to the Avocette Account Manager Subject Matter Experts / Business Analyst A primary and secondary Subject Matter Expert is assigned to each ServicePlus client and is responsible for providing analysis of and recommendations for resolving incidents and providing analysis and design for service requests. The Subject Matter Expert will: 1. Be responsible for understanding the business needs in relation to the application 2. Gather requirements for enhancements or service requests 3. Document both “as is” and “to be” to enable technical team members to effectively configure the application 4. Liaise with CLIENT staff to understand and document reporting requirements 5. Work with CLIENT to understand business problems in relation to the application 6. Works with the Avocette Service Delivery Manager to effectively timetable and deliver business analysis tasks as part of releases or service requests Database Administrator Avocette’s core team also includes a Database Administrator. The Database Administrator is not assigned to the team but is available as and when needed. Assigned resources may hold one or more roles described above. Additional Services The following table provides a list of some of the services that are available. ServicePlus Support Services Agreement 11 Service Description Frequency Service Level Target Estimated Hours per 6 Month Period Option Service Rates On-call support On call evening, weekend and holiday support can be arranged if required with 1 day notice. As and when required N/A N/A $100.00 per 8 Hours of on call support After Hours Callout In the event where CLIENT has made advance arrangements for standby service and a service request is received outside of normal business hours that requires immediate response (i.e. cannot wait until the next business day) Avocette will invoice for a minimum of four (4) hours or the actual hours worked, whichever is greater As and when required N/A N/A $145.00/Hour Rollout Clariti major release Implementation of annual major release in CLIENT’s environments • Includes testing of current configurations and functionality • Does not include implementation of new functionality) Once per year (if available) Clariti application environme nt version level maintained at 1 version behind latest available. 80 Included within Service Request Hours if available, additional hours are charged at $125.00/Hour Rollout Clariti feature pack Implementation of feature packs in CLIENT’s environments • Includes testing of current configurations and functionality • Does not include implementation of new functionality) Once each 6 Month Period Clariti application environme nt feature pack version level maintained at least 2 behind latest available. 15 Included within Service Request Hours if available, additional hours are charged at $125.00/Hour Rollout Clariti Hotfixes Implementation of Clariti patches in CLIENT’s environments • Includes testing of current configurations and functionality As required by Clariti patch releases Critical hotfixes (required by CLIENT’s current Clariti version) 20 Included within Service Request Hours if available, additional hours are charged at $125.00/Hour ServicePlus Support Services Agreement 12 • Does not include implementation of new functionality) Enhancement s Service Request Hours draw down budget for enhancements to the Clariti configuration Recommen d that CLIENT allocate 30 hours per month N/A As required Included within Service Request Hours if available, additional hours are charged at $125.00/Hour ServicePlus Support Services Agreement A-1 Appendix A: Definitions The following definitions are used throughout this proposal: “Acknowledge Request” means an email from an Avocette representative that confirms that a request has been received. “Additional Support Services” means any additional work requested by CLIENT beyond the Base Support Services. “Additional Support Services Fees” means the monthly fee paid to the VENDOR for the delivery of Additional Support Services. “Approved Service Request” means a Service Request or a VENDOR Service Proposal for which the proposal and budget estimate provided by VENDOR has been approved by CLIENT and VENDOR has been instructed to proceed with delivery of the subject matter. “Base Support Services Fee” means the monthly fee paid to the VENDOR for the delivery of Base Support Services. “CLIENT Point of Contact” means the person in CLIENT responsible for managing the contract and approving all expenditures. This person is also the CLIENT reference of all administrative matters associated with this contract. “Contract Manager” means the Avocette Manager responsible for the delivery of Managed Services across multiple clients. The Service Delivery Manager reports to the Contract Manager. The Contract Manager is present at Monthly, Quarterly and Annual Service Level Review meetings with CLIENT. “Customer Support Center (CSC)” means CLIENT’s first level helpdesk service if used. The Customer Support Center is responsible for declaring the initial priority of an Incident. “Incident” means an event that degrades or disrupts the normal operation of the application that is reported to the Service Desk and given a unique tracking number. “Incident Resolution Time” means the time to complete the permanent corrective solution (resolve the root cause). “On-call Hours” means those hours beyond the Standard Business Day. On-call services are available on request by CLIENT with one day’s notice. “Preapproved Expenses” means those expenses incurred by the VENDOR in the execution of this contract including travel and living expenses as preapproved by the CLIENT. “Priority” means the degree of impact that an incident has on CLIENT business areas and clients. The priorities are graded from 1 through 5 and agreed response and resolution times are based on these priorities in the form of a Service Level Agreement. The Priority definitions can be found in Section 2.2 Service Levels. “Services” means Base Support Services and Additional Support Services. “Service Desk” means the service desk operated by the VENDOR providing a single point of contact and 2nd level support for all Services Incidents, and 1st level support for all Service Requests and Approved Service Requests for In-Scope Servers and In-Scope Applications. ServicePlus Support Services Agreement A-2 “Service Delivery Manager” means the Avocette resource responsible for ensuring CLIENT service levels are met and that CLIENT remains satisfied with the service being provided. The Service Delivery Manager manages the support team, ensures adequate coverage is in place, provides communication to CLIENT during incident recovery periods, and prepares the Service Level Reports. The Service Delivery Manager is present at Monthly, Quarterly and Annual Service Level review meetings at CLIENT. “Service Levels” means the operational performance required of, and guaranteed by, the VENDOR in the delivery of the Services, as set out in Section 2. “Service Management Reporting” means the design, generation and delivery by the VENDOR of reports and reporting sufficient to meet CLIENT’s operational management requirements for the Services. “Service Request” means a formal request issued by CLIENT for maintenance (upgrades, preventative maintenance) and enhancements. Service Requests are developed by CLIENT and typically include the description of the requested service, scope, expected deliverables and timeline expectations. Avocette will provide estimates for Service Requests within 5 business days. All service requests are sent to the Avocette Service Desk and given a unique tracking number. “Standard Business Day” will be 7:00 a.m. to 5:00 p.m. Monday to Friday, not including Statutory Holidays. “Statutory Holidays” – In the United States means New Year’s day, Martin Luther King day, Presidents Day, Memorial day, Independence day, Columbus Day, Veteran’s day, Thanksgiving day, Christmas day, Christmas day holiday and in Canada means New Year’s Day, Family Day (including Islander day, Louis Riel day, Viola Desmond day), Good Friday, Easter Monday, Victoria Day, Canada Day, Civic holiday (including AB, BC, SK, ON, NB, NU), Labour Day, Thanksgiving Day, Remembrance Day, Christmas Day, and Boxing Day. “Support Team” means the Avocette resources that are involved in the day to day support of the Supported Application Components. “Ticket” is a generic term for a unique tracking number that is generated by the Customer Service Centre or Avocette’s service request management application. EXHIBIT B COST PROPOSAL ServicePlus Support Services Agreement A-3 Exhibit B: Cost Proposal Deliverable # Deliverable Name Total Cost SP1 ServicePlus Basic (40 hours/month) Term: GO Live – June 2023 $4,800.00/month SP2-1 ServicePlus Basic (40 hours/month) Term: July 2023 – June 2024 $4,800.00/month SP2-2 Signature Capture Subscription* $3,510.00/Year SP3-1 ServicePlus Basic (40 hours/month) Term: July 2024 – June 2025 $4,800.00/month SP3-2 Signature Capture Subscription* $3,510.00/Year SP4-1 ServicePlus Basic (40 hours/month) Term: July 2025 – June 2026 $4,800.00/month SP4-2 Signature Capture Subscription* $3,510.00/Year * Licensed Users (101-250 range) $18/user (195 user count) Page 1 of 9 AGREEMENT WITH PARK CONSULTING GROUP, INC. TO PROVIDE ADVISORY SERVICES FOR LAND MANAGEMENT SYSTEM THIS AGREEMENT is made and entered into on this 1st day of July, 2021, by and between Park Consulting Group, Inc., a California corporation (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”). RECITALS A. On August 24, 2020, the City issued a Request for Proposals (RFP No. 20-108) for an Enterprise Land management System and Implementation Services. The RFP included extensive system requirements and objectives that are incorporated herein by this reference. B. Consultant represents that Consultant is able and willing to provide project advisory services to the City for the Clariti Platform Enterprise Land Management System. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the Scope of Services attached hereto as Exhibit A and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in the Cost Proposal attached hereto as Exhibit B and incorporated by reference. The total amount to be expended during the term of this Agreement shall not exceed $95,000. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Page 2 of 9 3. TERM This Agreement shall commence on July 1, 2021 and continue for two (2) years through June 30, 2023, unless terminated earlier in accordance with Section 15, below. This Agreement shall also cover any and all services provided by the Consultant to the City prior to the execution of this Agreement. The Term of the Agreement may be extended by a writing executed by the City Manager and City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided th at any such use not within the purposes intended by this Agreement shall be at City’s sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant’s operations in the performance of this Page 3 of 9 Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker’s Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker’s compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer’s liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. f. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. Page 4 of 9 v. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City’s election, to forthwith terminate this Agreement. Such termination shall not affect Consultant’s right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements Page 5 of 9 charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, o r disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms Page 6 of 9 of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or Page 7 of 9 arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Housing Division Manager Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Park Consulting Group 200 Spectrum Center Drive, Suite 300 Irvine, CA 92618 Page 8 of 9 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) d ays after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. c. This Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. {signatures on following page} Page 9 of 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Daisy Gomez Kristine Ridge Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO CONSULTANT: City Attorney By: Ryan O. Hodge Assistant City Attorney (title) Tax ID# RECOMMENDED FOR APPROVAL: JACK CIULLA Chief Technology Innovations Officer Information Technology Department By: Title: Glenn Park President, Shareholder EXHIBIT A SCOPE OF SERVICES Prepared for: City of Santa Ana Attn: Jack Ciulla Chief Technology Innovations Officer City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Prepared by: Park Consulting Group 200 Spectrum Center Drive, Suite 300 Irvine, CA 92618 Glenn Park glenn@parkcgp.com ENTERPRISE LAND MANAGEMENT SYSTEM LMS Project Advisory Services SANTA ANA C A L I F O R N I A May 2021 City of Santa Ana - LMS Project Advisory Services SCOPE OF SERVICES The team at Park Consulting Group have applied experiences and lessons learned from previous and active LMS projects to recommend the following consulting services needed for the City of Santa Ana’s LMS Project: 1. Core Principles of Park Consulting Group • Serve as a steward to the City to have the interests of the leaders, staff, and constituents in mind to identify opportunities to save time and money, and to work to achieve the City’s goals. • Serve as an advocate for the City in interactions with project related vendors, consultants, and contractors. • Serve as an advisor for the City to support communication with leadership and key stakeholders, including input for staff reports and constituent communications. 2. LMS Implementation Advisory Services • Review project scope, goals and deliverables that support business goals for the LMS Project. • Effectively communicate with project team members and stakeholders in a timely fashion and on an ongoing basis. • Review project plans and project timelines and milestones provided by the project team. • Review tracked project milestones and deliverables against SOW. • Review project lessons learned to identify successful and unsuccessful project elements. • Provide project team with best practices and tools for project execution, management, and delivery from LMS implementation experiences. • Review staffing requirements from vendor and comparison with City staffing availability. • Attend steering committee, stakeholder, project management, project sign-off, and other project meetings, as requested. • Review project plans and associated communication / sign-off documents, as requested. • Review project deliverables and approval documentation to ensure they adhere to City’s expectations, objectives, and requirements, as requested. • Support identification of risks and issues within the project as needed; consult with city management to formulate a plan to mitigate and resolve. • Support analysis and discussions for changes in project scope, identifying potential project challenges and development of contingency plans. 3. Key Assumptions • PCG shall be responsible for advisory services and is estimated at participating between 10-20 hours per month throughout the duration of the LMS Project on an as-needed basis as directed by the City. • City will provide a primary project contact that is available throughout the duration of services. • City will make project management team members, subject matter experts, and an implementation team (including consultants, contractors, and vendors) available to PCG to answer questions and provide updates as needed. • City estimates PCG should primarily have the ability to deliver the project remotely with no on-site visits and/ or incurred travel costs. In the event an onsite meeting is required, City will notify PCG. • Park Consulting Group provides a broad range of Building and Permitting System implementation, advisory, and development services. City may request additional services outside of the scope of services and duration and will be considered based on the established hourly rates. EXHIBIT B COST PROPOSAL City of Santa Ana - LMS Project Advisory Services Cost Proposal LMS Project Advisory Services LMS Project Advisory services are proposed to be provided with a time-and-materials compensation approach utilizing the following hourly rates. The not to exceed compensation amount is $95,000. Project Resource 2021 – 2022 Rates Principal LMS Consultant $190/ Hour LMS Project Consultant $165/ Hour Additional Services Additional services outside of this proposal will utilize the above hourly rates, if requested and approved by the City.