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Home My WebLink AboutPRR25463 Park – Vendor408 St. Peter St, Suite 600 THIS IS NOT AN INVOICE Order Form St. Paul, MN 55102 Prepared for San Luis Obispo, CA Order #: Q-232045 Prepared: 01/05/2023 Page 1 of 3 Granicus Budgetary Proposal for San Luis Obispo, CA Please note: This is not an invoice. This is a budgetary proposal that outlines the products and fees associated with the subscription renewal. Please inform the Granicus Contact listed below if you wish to issue a PO against this budgetary proposal. ORDER DETAILS Prepared By:Olive Nofzinger Phone: Email:olivia.nofzinger@granicus.com Order #:Q-232045 Prepared On:01/05/2023 Expires On:01/14/2023 Currency:USD Payment Terms:Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Period of Performance: 01/15/2023 - 01/14/2024 ORDER TERMS Current Subscription End Date:01/14/2023 Order Form San Luis Obispo, CA Order #: Q-232045 Prepared: 01/05/2023 Page 2 of 3 PRICING SUMMARY The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. Renewing Subscription Fees Solution Billing Frequency Quantity/Unit Annual Fee govAccess - Maintenance, Hosting, & Licensing Fee - Core Annual 1 Each $9,206.10 SUBTOTAL:$9,206.10 Order Form San Luis Obispo, CA Order #: Q-232045 Prepared: 01/05/2023 Page 3 of 3 TERMS & CONDITIONS ·The terms and conditions set forth in the Agreement effective 11/18/2021 are incorporated herein by reference. ·This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of San Luis Obispo, CA to provide applicable exemption certificate(s). ·Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. ·Notwithstanding anything to the contrary, Granicus reserves the right to adjust pricing at any renewal in which the volume has changed from the prior term without regard to the prior term's per-unit pricing. THIS IS NOT AN INVOICE Order Form Prepared for San Luis Obispo, CA Order #: Q-282637 Prepared: 02 Aug 2023 Page 1 of 5 Granicus Proposal for San Luis Obispo, CA ORDER DETAILS Prepared By:Jake Stechmann Phone: Email:jake.stechmann@granicus.com Order #:Q-282637 Prepared On:02 Aug 2023 Expires On:15 Aug 2023 Currency:USD Payment Terms:Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Period of Performance: The term of the Agreement will commence on the date this document is signed and will continue for 12 months. The subscription includes the following domain(s) and subdomain(s): ·http://www.slocity.org/ ORDER TERMS Order Form San Luis Obispo, CA Order #: Q-282637 Prepared: 02 Aug 2023 Page 2 of 5 PRICING SUMMARY The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. One-Time Fees Solution Billing Frequency Quantity/Unit One-Time Fee Active Directory Federation Service integration Milestones - 40/20/20/20 1 Each $4,000.00 SUBTOTAL:$4,000.00 Order Form San Luis Obispo, CA Order #: Q-282637 Prepared: 02 Aug 2023 Page 3 of 5 PRODUCT DESCRIPTIONS Solution Description Active Directory Federation Service integration Allows for ADFS authentication to access website frontend via mapping to govAccess Member User Accounts. Requirements: • Granicus govAccess Active Directory Integration • ADFS installed on local network • Provide Granicus with ADFS Relaying Party Identifier URL Order Form San Luis Obispo, CA Order #: Q-282637 Prepared: 02 Aug 2023 Page 4 of 5 TERMS & CONDITIONS ·This quote, and all products and services delivered hereunder are governed by the terms located at https://granicus.com/legal/licensing, including any product-specific terms included therein (the “License Agreement”). If your organization and Granicus has entered into a separate agreement or is utilizing a contract vehicle for this transaction, the terms of the License Agreement are incorporated into such separate agreement or contract vehicle by reference, with any directly conflicting terms and conditions being resolved in favor of the separate agreement or contract vehicle to the extent applicable. ·If submitting a Purchase Order, please include the following language: The pricing, terms and conditions of quote Q-282637 dated 02 Aug 2023 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. ·This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of San Luis Obispo, CA to provide applicable exemption certificate(s). ·Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. ·Billing Frequency Notes (Milestones - 40/20/20/20): An initial payment equal to 40% of the total; A payment equal to 20% of the total upon Granicus' delivery of the draft homepage design concepts to the client; A payment equal to 20% of the total upon implementation of the main website into the VCMS on a Granicus-hosted development server; and A payment equal to 20% of the total upon completion; provided, however that the client has completed training. If the client has not completed training, then Granicus shall invoice the client at the earlier of: completion of training or 21 days after completion. Order Form San Luis Obispo, CA Order #: Q-282637 Prepared: 02 Aug 2023 Page 5 of 5 BILLING INFORMATION Billing Contact:Purchase Order Required? [ ] - No [ ] - Yes Billing Address:PO Number: If PO required Billing Email:Billing Phone: If submitting a Purchase Order, please include the following language: The pricing, terms, and conditions of quote Q-282637 dated 02 Aug 2023 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. AGREEMENT AND ACCEPTANCE By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms. San Luis Obispo, CA Signature: \s1\ Name: \n1\ Title: \t1\ Date: \d1\ THIS IS NOT AN INVOICE Order Form Prepared for San Luis Obispo, CA Order #: Q-493561 Prepared: 31 Oct 2025 Page 1 of 3 Granicus Budgetary Proposal for San Luis Obispo, CA ORDER DETAILS Prepared By:Andrea Vargas Phone: Email:andrea.vargas@granicus.com Order #:Q-493561 Prepared On:31 Oct 2025 Expires On:14 Jan 2026 Currency:USD Payment Terms:Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Period of Performance: 15 Jan 2026 - 14 Jan 2027 ORDER TERMS Current Subscription End Date:14 Jan 2026 Order Form San Luis Obispo, CA Order #: Q-493561 Prepared: 31 Oct 2025 Page 2 of 3 PRICING SUMMARY The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. Renewing Subscription Fees Solution Billing Frequency Quantity/Unit Annual Fee govAccess - Maintenance, Hosting, & Licensing Fee - Core Annual 1 Each $12,141.93 SUBTOTAL:$12,141.93 Order Form San Luis Obispo, CA Order #: Q-493561 Prepared: 31 Oct 2025 Page 3 of 3 TERMS & CONDITIONS ·This quote, and all products and services delivered hereunder are governed by the terms located at https://granicus.com/legal/licensing, including any product-specific terms included therein (the “License Agreement”). If your organization and Granicus has entered into a separate agreement or is utilizing a contract vehicle for this transaction, the terms of the License Agreement are incorporated into such separate agreement or contract vehicle by reference, with any directly conflicting terms and conditions being resolved in favor of the separate agreement or contract vehicle to the extent applicable. ·If submitting a Purchase Order, please include the following language: The pricing, terms and conditions of quote Q-493561 dated 31 Oct 2025 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. ·This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of San Luis Obispo, CA to provide applicable exemption certificate(s). ·Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. ·The terms and conditions set forth in the Agreement effective 15 Jan 2025 are incorporated herein by reference. Form W-9 (Rev. March 2024) Request for Taxpayer Identification Number and Certification Department of the Treasury Internal Revenue Service Go to www.irs.gov/FormW9 for instructions and the latest information. Give form to the requester. Do not send to the IRS. Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below.Print or type. See Specific Instructions on page 3.1 Name of entity/individual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner’s name on line 1, and enter the business/disregarded entity’s name on line 2.) 2 Business name/disregarded entity name, if different from above. 3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1. Check only one of the following seven boxes. Individual/sole proprietor C corporation S corporation Partnership Trust/estate LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) .... Note: Check the “LLC” box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate box for the tax classification of its owner. Other (see instructions) 3b If on line 3a you checked “Partnership” or “Trust/estate,” or checked “LLC” and entered “P” as its tax classification, and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check this box if you have any foreign partners, owners, or beneficiaries. See instructions ......... 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from Foreign Account Tax Compliance Act (FATCA) reporting code (if any) (Applies to accounts maintained outside the United States.) 5 Address (number, street, and apt. or suite no.). See instructions. 6 City, state, and ZIP code Requester’s name and address (optional) 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. See also What Name and Number To Give the Requester for guidelines on whose number to enter. Social security number –– or Employer identification number – Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Here Signature of U.S. person Date General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. What’s New Line 3a has been modified to clarify how a disregarded entity completes this line. An LLC that is a disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, it should check the “LLC” box and enter its appropriate tax classification. New line 3b has been added to this form. A flow-through entity is required to complete this line to indicate that it has direct or indirect foreign partners, owners, or beneficiaries when it provides the Form W-9 to another flow-through entity in which it has an ownership interest. This change is intended to provide a flow-through entity with information regarding the status of its indirect foreign partners, owners, or beneficiaries, so that it can satisfy any applicable reporting requirements. For example, a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3. See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065). Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS is giving you this form because they Cat. No. 10231X Form W-9 (Rev. 3-2024) CivicPlus, LLC 4 8 1 2 0 2 1 0 4 Docusign Envelope ID: D4056F6B-952E-4DFA-A444-CE7D7C37DF07 15 January 2025 Form W-9 (Rev. 3-2024)Page 2 must obtain your correct taxpayer identification number (TIN), which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid). • Form 1099-DIV (dividends, including those from stocks or mutual funds). • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds). • Form 1099-NEC (nonemployee compensation). • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers). • Form 1099-S (proceeds from real estate transactions). • Form 1099-K (merchant card and third-party network transactions). • Form 1098 (home mortgage interest), 1098-E (student loan interest), and 1098-T (tuition). • Form 1099-C (canceled debt). • Form 1099-A (acquisition or abandonment of secured property). Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. Caution: If you don’t return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. By signing the filled-out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued); 2. Certify that you are not subject to backup withholding; or 3. Claim exemption from backup withholding if you are a U.S. exempt payee; and 4. Certify to your non-foreign status for purposes of withholding under chapter 3 or 4 of the Code (if applicable); and 5. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting is correct. See What Is FATCA Reporting, later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding. Payments made to foreign persons, including certain distributions, allocations of income, or transfers of sales proceeds, may be subject to withholding under chapter 3 or chapter 4 of the Code (sections 1441–1474). Under those rules, if a Form W-9 or other certification of non-foreign status has not been received, a withholding agent, transferee, or partnership (payor) generally applies presumption rules that may require the payor to withhold applicable tax from the recipient, owner, transferor, or partner (payee). See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities. The following persons must provide Form W-9 to the payor for purposes of establishing its non-foreign status. • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the disregarded entity. • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the grantor trust. • In the case of a U.S. trust (other than a grantor trust), the U.S. trust and not the beneficiaries of the trust. See Pub. 515 for more information on providing a Form W-9 or a certification of non-foreign status to avoid withholding. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person (under Regulations section 1.1441-1(b)(2)(iv) or other applicable section for chapter 3 or 4 purposes), do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515). If you are a qualified foreign pension fund under Regulations section 1.897(l)-1(d), or a partnership that is wholly owned by qualified foreign pension funds, that is treated as a non-foreign person for purposes of section 1445 withholding, do not use Form W-9. Instead, use Form W-8EXP (or other certification of non-foreign status). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a saving clause. Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items. 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if their stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first Protocol) and is relying on this exception to claim an exemption from tax on their scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include, but are not limited to, interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third-party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester; 2. You do not certify your TIN when required (see the instructions for Part II for details); 3. The IRS tells the requester that you furnished an incorrect TIN; 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only); or 5. You do not certify to the requester that you are not subject to backup withholding, as described in item 4 under “By signing the filled- out form” above (for reportable interest and dividend accounts opened after 1983 only). Docusign Envelope ID: D4056F6B-952E-4DFA-A444-CE7D7C37DF07 Form W-9 (Rev. 3-2024)Page 3 Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier. What Is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all U.S. account holders that are specified U.S. persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you are no longer tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. • Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note for ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040 you filed with your application. • Sole proprietor. Enter your individual name as shown on your Form 1040 on line 1. Enter your business, trade, or “doing business as” (DBA) name on line 2. • Partnership, C corporation, S corporation, or LLC, other than a disregarded entity. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2. • Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. Enter any business, trade, or DBA name on line 2. • Disregarded entity. In general, a business entity that has a single owner, including an LLC, and is not a corporation, is disregarded as an entity separate from its owner (a disregarded entity). See Regulations section 301.7701-2(c)(2). A disregarded entity should check the appropriate box for the tax classification of its owner. Enter the owner’s name on line 1. The name of the owner entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, enter it on line 2. Line 3a Check the appropriate box on line 3a for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3a. IF the entity/individual on line 1 is a(n) . . . THEN check the box for . . . • Corporation Corporation. • Individual or • Sole proprietorship Individual/sole proprietor. • LLC classified as a partnership for U.S. federal tax purposes or • LLC that has filed Form 8832 or 2553 electing to be taxed as a corporation Limited liability company and enter the appropriate tax classification: P = Partnership, C = C corporation, or S = S corporation. • Partnership Partnership. • Trust/estate Trust/estate. Line 3b Check this box if you are a partnership (including an LLC classified as a partnership for U.S. federal tax purposes), trust, or estate that has any foreign partners, owners, or beneficiaries, and you are providing this form to a partnership, trust, or estate, in which you have an ownership interest. You must check the box on line 3b if you receive a Form W-8 (or documentary evidence) from any partner, owner, or beneficiary establishing foreign status or if you receive a Form W-9 from any partner, owner, or beneficiary that has checked the box on line 3b. Note: A partnership that provides a Form W-9 and checks box 3b may be required to complete Schedules K-2 and K-3 (Form 1065). For more information, see the Partnership Instructions for Schedules K-2 and K-3 (Form 1065). If you are required to complete line 3b but fail to do so, you may not receive the information necessary to file a correct information return with the IRS or furnish a correct payee statement to your partners or beneficiaries. See, for example, sections 6698, 6722, and 6724 for penalties that may apply. Line 4 Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third-party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space on line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2). Docusign Envelope ID: D4056F6B-952E-4DFA-A444-CE7D7C37DF07 Form W-9 (Rev. 3-2024)Page 4 2—The United States or any of its agencies or instrumentalities. 3—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities. 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities. 5—A corporation. 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or territory. 7—A futures commission merchant registered with the Commodity Futures Trading Commission. 8—A real estate investment trust. 9—An entity registered at all times during the tax year under the Investment Company Act of 1940. 10—A common trust fund operated by a bank under section 584(a). 11—A financial institution as defined under section 581. 12—A middleman known in the investment community as a nominee or custodian. 13—A trust exempt from tax under section 664 or described in section 4947. The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for . . .THEN the payment is exempt for . . . • Interest and dividend payments All exempt payees except for 7. • Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. • Barter exchange transactions and patronage dividends Exempt payees 1 through 4. • Payments over $600 required to be reported and direct sales over $5,0001 Generally, exempt payees 1 through 5.2 • Payments made in settlement of payment card or third-party network transactions Exempt payees 1 through 4. 1 See Form 1099-MISC, Miscellaneous Information, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) entered on the line for a FATCA exemption code. A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37). B—The United States or any of its agencies or instrumentalities. C—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities. D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i). E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i). F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state. G—A real estate investment trust. H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940. I—A common trust fund as defined in section 584(a). J—A bank as defined in section 581. K—A broker. L—A trust exempt from tax under section 664 or described in section 4947(a)(1). M—A tax-exempt trust under a section 403(b) plan or section 457(g) plan. Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, enter “NEW” at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have, and are not eligible to get, an SSN, your TIN is your IRS ITIN. Enter it in the entry space for the Social security number. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). If the LLC is classified as a corporation or partnership, enter the entity’s EIN. Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/EIN. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or Form SS-4 mailed to you within 15 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and enter “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier, for when you may instead be subject to withholding under chapter 3 or 4 of the Code. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. Docusign Envelope ID: D4056F6B-952E-4DFA-A444-CE7D7C37DF07 Form W-9 (Rev. 3-2024)Page 5 Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third-party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account:Give name and SSN of: 1. Individual The individual 2. Two or more individuals (joint account) other than an account maintained by an FFI The actual owner of the account or, if combined funds, the first individual on the account1 3. Two or more U.S. persons (joint account maintained by an FFI) Each holder of the account 4. Custodial account of a minor (Uniform Gift to Minors Act) The minor2 5. a. The usual revocable savings trust (grantor is also trustee) The grantor-trustee1 b. So-called trust account that is not a legal or valid trust under state law The actual owner1 6. Sole proprietorship or disregarded entity owned by an individual The owner3 7. Grantor trust filing under Optional Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))** The grantor* For this type of account:Give name and EIN of: 8. Disregarded entity not owned by an individual The owner 9. A valid trust, estate, or pension trust Legal entity4 10. Corporation or LLC electing corporate status on Form 8832 or Form 2553 The corporation 11. Association, club, religious, charitable, educational, or other tax-exempt organization The organization 12. Partnership or multi-member LLC The partnership 13. A broker or registered nominee The broker or nominee 14. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments The public entity 15. Grantor trust filing Form 1041 or under the Optional Filing Method 2, requiring Form 1099 (see Regulations section 1.671-4(b)(2)(i)(B))** The trust 1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. 2 Circle the minor’s name and furnish the minor’s SSN. 3 You must show your individual name on line 1, and enter your business or DBA name, if any, on line 2. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. 4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) * Note: The grantor must also provide a Form W-9 to the trustee of the trust. ** For more information on optional filing methods for grantor trusts, see the Instructions for Form 1041. Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records From Identity Theft Identity theft occurs when someone uses your personal information, such as your name, SSN, or other identifying information, without your permission to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax return preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity, or a questionable credit report, contact the IRS Identity Theft Hotline at 800-908-4490 or submit Form 14039. For more information, see Pub. 5027, Identity Theft Information for Taxpayers. Docusign Envelope ID: D4056F6B-952E-4DFA-A444-CE7D7C37DF07 Form W-9 (Rev. 3-2024)Page 6 Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 877-777-4778 or TTY/TDD 800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027. Go to www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and territories for use in administering their laws. The information may also be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payors must generally withhold a percentage of taxable interest, dividends, and certain other payments to a payee who does not give a TIN to the payor. Certain penalties may also apply for providing false or fraudulent information. Docusign Envelope ID: D4056F6B-952E-4DFA-A444-CE7D7C37DF07 Updated Remittance Address:(FOR PAYMENTS ONLY)CivicPlus LLCPO Box 737311Dallas TX 75373-7311 Invoice #322176 1/26/2025 PO # Please submit payment via ACH using the details below. Please send notification of ACH transmission via email to remittance@civicplus.com. That address is not monitored for other inquiries or notifications. For any other invoice questions or information, please contact us at accounting@civicplus.com. Bank Name Account Name Account Number Routing Number JPMorgan Chase CivicPlus LLC Bill To TOTAL DUE City of San Luis Obispo, CA990 Palm StreetSan Luis Obispo California 93401 $5,402.25 Due Date: 2/25/2025 Terms Due Date PO #Approving Authority Net 30 2/25/2025 Qty Item Start Date End Date 1 100 additional PDF Accessibility Checks 1/26/2025 1/25/2026 1 Monsido Web & Accessibility Compliance 2,500 1/26/2025 1/25/2026 Total $5,402.25 Due $5,402.25 To pay your invoice with a credit card Click Here. 10/16/23, 3:23 PM view.sfemail.granicus.com/?qs=395ebffa9210b48aa56d6e6b1498697246506b2fee93aed8066240c60cedd6093a3c8a280a0a100… https://view.sfemail.granicus.com/?qs=395ebffa9210b48aa56d6e6b1498697246506b2fee93aed8066240c60cedd6093a3c8a280a0a10008f9cc0683b1…1/1 Hello Whitney, San Luis Obispo, CA´s annual Granicus subscription is due to automatically renew for the period of performance of 1/15/2024 - 1/14/2025. The new annual total will be $USD 10034.65 for the Granicus solutions noted below: Existing Subscriptions Solution Billing Frequency Quantity / Unit Annual Fee govAccess - Maintenance, Hosting, & Licensing Fee - Core Annual 1.00 10034.65 Your invoice will be sent out near the subscription start date but we’d appreciate it if you would confirm receipt of this notification now. Granicus looks forward to continuing our relationship with San Luis Obispo, CA and supporting your organization to create greater impact for the citizens you serve. Confir m renewal Additional questions Please let us know if you have any questions or concerns at least 30 days prior to 1/15/2024 so as not to interrupt your subscription service. Best, The Granicus Renewals Team To view this email as a web page, go here. This email was sent to: wszentes@slocity.org This email was sent by: Granicus 408 St. Peter Street, Saint Paul, Minnesota, 55102, United States We respect your right to privacy - view our policy Invoice Date 07/14/2023 Invoice #168531 Terms Net 30 Due Date 08/13/2023 P.O. Number: For any questions about your invoice, please contact us at AR@granicus.com or 1-800-314-0147 Thank you for your business 1 of 1 Please remit via ACH to: Routing #: 022000020 Acct #: 269099115 Please Send Checks to: Granicus Dept CH – Box 19634 Palatine, IL 60055 - 9634 Bill To Sold To City of San Luis Obispo Attn: City Clerk 990 Palm Street San Luis Obispo CA 93401 United States City of San Luis Obispo Attn: City Clerk 990 Palm Street San Luis Obispo CA 93401 United States Description Term Start Date Term End Date Tax Rate Tax Amount Amount Address Identiﬁcation 08/15/2023 08/14/2024 0.0%$0.00 $8,913.62 Compliance Monitoring 08/15/2023 08/14/2024 0.0%$0.00 $3,389.73 Rental Activity Monitoring 08/15/2023 08/14/2024 0.0%$0.00 $4,519.64 Subtotal $16,822.99 Tax Total $0.00 Total $16,822.99 Amount Due $16,822.99 Invoice Date 07/31/2024 Invoice #188394 Terms Net 30 Due Date 08/30/2024 P.O. Number: For any questions about your invoice, please contact us at AR@granicus.com or 1-800-314-0147 Thank you for your business 1 of 1 Please remit via ACH to: Routing #: 022000020 Acct #: 269099115 Please Send Checks to: Granicus Dept CH – Box 19634 Palatine, IL 60055 - 9634 Bill To Sold To San Luis Obispo, CA 990 Palm Street San Luis Obispo CA 93401 United States San Luis Obispo, CA 990 Palm Street San Luis Obispo CA 93401 United States Description Term Start Date Term End Date Tax Rate Tax Amount Amount Address Identiﬁcation 08/15/2024 08/14/2025 0.00%$0.00 $9,359.30 Compliance Monitoring 08/15/2024 08/14/2025 0.00%$0.00 $3,559.22 Rental Activity Monitoring 08/15/2024 08/14/2025 0.00%$0.00 $4,745.62 Subtotal $17,664.14 Tax Total $0.00 Total $17,664.14 Amount Due $17,664.14 PO 621347 Receipt 80286 Jacob Nunez Invoice Date 01/31/2025 Invoice #197070 Terms Net 30 Due Date 03/02/2025 P.O. Number: For any questions about your invoice, please contact us at AR@granicus.com or 1-800-314-0147 Thank you for your business 1 of 1 Please remit via ACH to: Routing #: 022000020 Acct #: 269099115 Please Send Checks to: Granicus Dept CH – Box 19634 Palatine, IL 60055 - 9634 Bill To Sold To San Luis Obispo, CA 990 Palm Street San Luis Obispo CA 93401 United States San Luis Obispo, CA 990 Palm Street San Luis Obispo CA 93401 United States Description Term Start Date Term End Date Tax Rate Tax Amount Amount govAccess - Maintenance, Hosting, & Licensing Fee - Core 01/15/2025 01/14/2026 0.00%$0.00 $11,038.12 Subtotal $11,038.12 Tax Total $0.00 Total $11,038.12 Amount Due $11,038.12 Updated Remittance Address:(FOR PAYMENTS ONLY)Monsido Inc.PO Box 737311Dallas, TX 75373-7311 Tax ID: 61-1794578 Invoice #285971 1/26/2024 PO # Please submit payment via ACH using the details below. Please send notification of ACH transmission via email to accounting@civicplus.com. Bank Name Account Number Routing Number JPMorgan Chase Bill To TOTAL DUE City of San Luis Obispo, CA990 Palm StreetSan Luis Obispo California 93401 $5,145.00 Due Date: 2/25/2024 Terms Due Date PO #Approving Authority Net 30 2/25/2024 Qty Item Start Date End Date 1 Monsido Economy 5k Package - 5,000 Pages & 100 PDFs 1/26/2024 1/25/2025 Total $5,145.00 Due $5,145.00 To pay your invoice with a credit card Click Here. Updated Remittance Address:(FOR PAYMENTS ONLY)CivicPlus LLCPO Box 737311Dallas TX 75373-7311 Invoice #355303 1/26/2026 Please submit payment via ACH using the details below. Please send notification of ACH transmission via email to remittance@civicplus.com. That address is not monitored for other inquiries or notifications. For any other invoice questions or information, please contact us at accounting@civicplus.com. Bank Name Account Name Account Number Routing Number JPMorgan Chase CivicPlus LLC Bill To TOTAL DUE City of San Luis Obispo, CA990 Palm StreetSan Luis Obispo CA 93401 $5,672.36 Due Date: 2/25/2026 Terms Customer Approving Authority Net 30 City of San Luis Obispo, CA Qty Item Start Date End Date 1 100 additional PDF Web Accessibility Checks 1/26/2026 1/25/2027 1 Web & Accessibility Compliance 2,500 1/26/2026 1/25/2027 Total $5,672.36 Due $5,672.36 To pay your invoice with a credit card Click Here. Registered Office: PO Box 3330, Durham, NC, 27702, United States. INVOICE City of San Luis Obispo 990 Palm St. SAN LUIS OBISPO CA 93401 Invoice Date Jan 6, 2023 Invoice Number INV-24373 Monsido, LLC PO Box 3330 Durham, NC 27702 United States Description Quantity Unit Price Tax Amount USD Web & Accessibility Compliance 2,500 1.00 4,900.00 Tax Exempt 4,900.00 1/26/2023-1/25/2024 Subtotal 4,900.00 TOTAL USD 4,900.00 Due Date: Feb 5, 2023 Let's save some trees (and some money). Please use ACH or CC for payment whenever possible. Bank account details for customers paying by ACH: Monsido, Inc. PNC Bank, N.A. Routing Number - Email: invoicing@optimere.com Please send checks to: Monsido, Inc. PO Box 3330 Durham, NC 27702 United States View and pay online now PAYMENT ADVICE To:Monsido, LLC PO Box 3330 Durham, NC 27702 United States Customer City of San Luis Obispo Invoice Number INV-24373 Amount Due 4,900.00 Due Date Feb 5, 2023 Amount Enclosed Enter the amount you are paying above Registered Office: PO Box 3330, Durham, NC, 27702, United States. Purchase Order 615090 Order Date 09-JAN-2023 Change Order 0 Change Order Date 09-JAN-2023 Revision 0 Ordered 9,206.10 USD INCLUDE PURCHASE ORDER NUMBER ON ALL INVOICES & CORRESPONDENCE SEND ALL INVOICES TO AP@SLOCITY.ORG INCLUDE DELIVER TO CITY STAFF CONTACT NAME ON ALL INVOICES Sold To City of San Luis Obispo 990 Palm Street SAN LUIS OBISPO, CA 93401 Supplier Granicus LLC 408 St Peter St Ste 600 SAINT PAUL , MN 55102 Bill To City of San Luis Obispo 990 Palm Street SAN LUIS OBISPO, CA 93401SAN LUIS OBISPO UNITED STATES Ship To 990 Palm Street SAN LUIS OBISPO, CA 93401SAN LUIS OBISPO UNITED STATES Notes USD = US Dollar Quote for Annual Granicus Web Hosting Services - 2023 Customer Account Number Supplier Number Payment Terms Freight Terms FOB Shipping Method 220755 Net 30 Destination Confirm To Deliver To Contact Daniel Clancy Elise Lindsay Phone 1-805-781-7510 Line Item Price Quantity UOM Ordered Taxable 1 Annual Granicus Web Hosting Services - 2023 9,206.10 Promised 9,206.10 01/12/2023 Requested 01/12/2023 Requested and Promised Dates correspond to the date of arrival at the Ship-to Location. Line Total 9,206.10 Total 9,206.10 1 Purchase Order 615090 2 Purchase Order 615090 Proprietary and Confidential Contract Terms and Conditions Purchase Order Terms and Conditions Standard Purchase Order Terms & Conditions 1.Acceptance.By delivering the ordered goods or commencing performance under this Purchase Order,("Order")supplier agrees to the general terms,specifications,and conditions in or referenced by this document.If supplier and The City of San Luis Obispo ("City")have entered into a contract outside of this Order,the terms and conditions set forth in the contract shall prevail.Supplier's additional or different terms and conditions are expressly excluded from this Order and the City does not agree to such terms or conditions,unless such agreement is made expressly,in writing by the City's authorized representative,or a contract has been signed outside of this Order between the Supplier and The City. 2.Business License &Tax.Supplier must have a valid City of San Luis Obispo business tax certificate prior to the execution of the contract.Additional information regarding the City's business tax program may be obtained by calling (805)781-7134. 3.Abilityto Perform.Supplier warrants that it possesses,or has arranged through subcontracts,all capital and other equipment,labor, materials,and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal,state,county,city, and special district laws,ordinances,and regulations. 4.Warranties.Supplier warrants that all goods delivered will be free from defects in workmanship,material,and manufacture;are new (not refurbished or reconditioned)unless otherwise stated in this Order;are of merchantable quality and fit for the purpose intended by the City to the extent that purpose has been disclosed to Supplier;complies with the requirements of this Order;and complies with all applicable laws and regulations.Supplier also warrants that all services performed under this Order shall be rendered in a good and workmanlike manner by skilled personnel in compliance with all applicable laws and regulations. 5.Changes.No change or modification in terms may be made without express authorization,in writing by the City's authorized representative. 6.Delivery.Supplier agrees that time is of the essence to delivery and any other performance required under this Order.No charge for delivery,parcel post,packing,cartage,insurance,license fees,permits,or any other purpose will be paid by the City unless it is expressly included on the face of this Order.Supplier must arrange for the lowest-cost transportation and prepay and add freight to its invoice.If delivery is made by a carrier,an itemized delivery ticket must be attached to the outside of the package.Each container or package must be marked with the Order number. 7.Laws to be Observed.Supplier shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of San Luis Obispo ordinances,regulations and adopted codes during its performance of the work. 8.Paymentof Taxes.The contract prices shall include full compensation for all taxes that Supplier is required to pay. 9.Permits and Licenses.Supplier shall procure all permits and licenses,pay all charges and fees,and give all notices necessary. 10.Safety Provisions.Supplier shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety Public and Employee Safety.Whenever Supplier's operations create a condition hazardous to the public or City employees,it shall,at its expense and without cost to the City,furnish,erect and maintain such fences,temporary railings,barricades, lights,signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public and employees. 11.Preservation of City Property.Supplier shall provide and install suitable safeguards,approved by the City,to protect City property from injury or damage.If City property is injured or damaged as a result of Supplier's operations,it shall be replaced or restored at Supplier's expense.The facilities shall be replaced or restored to a condition as good as when the Supplier began work 12.ImmigrationAct of 1986.Supplier warrants on behalf of itself and all sub-suppliers engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. 13.Supplier Non-Discrimination.In the performance of this work,Supplier agrees that it will not engage in,nor permit such sub-suppliers as it may employ,to engage in discrimination in the employment of persons because of age,race,color,sex,national origin or ancestry, sexual orientation,or religion of such persons. 3 Purchase Order 615090 Proprietary and Confidential 14.Work Delays.Should Supplier be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default,act,or omission of the City,or by strikes,fire,earthquake,or any other Act of God,or by the inability to obtain materials,equipment, or labor due to federal government restrictions arising out of defense or war programs,then the time of completion may,at the City's sole option,be extended for such periods as may be agreed upon by the City and the Supplier. 15.PaymentTerms.The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the services provided by Supplier (Net 30). 16.Inspection.Supplier shall furnish City with every reasonable opportunity for City to ascertain that the services of Supplier are being performed in accordance with the requirements and intentions of this contract.All work done and all materials furnished,if any,shall be subject to the City's inspection and approval.The inspection of such work shall not relieve Supplier of any of its obligations to fulfill its contract requirements. 17.Audit.The City shall have the option of inspecting and/or auditing all records and other written materials used by Supplier in preparing its invoices to City as a condition precedent to any payment to Supplier. 18.Interestsof Supplier.Supplier covenants that it presently has no interest,and shall not acquire any interest direct or indirect or otherwise,which would conflict in any manner or degree with the performance of the work hereunder.Supplier further covenants that,in the performance of this work,no sub-Supplier or person having such an interest shall be employed.Supplier certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City.It is hereby expressly agreed that,in the performance of the work hereunder,Supplier shall at all times be deemed an independent Supplier and not an agent or employee of the City. 19.Hold Harmless and Indemnification. (a)Non-design,non-construction Professional Services:To the fullest extent permitted by law (including,but not limited to California Civil Code Sections 2782 and 2782.8),Consultant shall indemnify,defend,and hold harmless the City,and its elected officials,officers, employees,volunteers,and agents ("City Indemnitees"),from and against any and all causes of action,claims,liabilities,obligations, judgments,or damages,including reasonable legal counsels'fees and costs of litigation ("claims"),arising out of the Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant, including the City's active or passive negligence,except for such loss or damage arising from the sole negligence or willful misconduct of the City.In the event the City Indemnitees are made a party to any action,lawsuit,or other adversarial proceeding arising from Consultant's performance of this Agreement,the Consultant shall provide a defense to the City Indemnitees or at the City's option,reimburse the City Indemnitees their costs of defense,including reasonable legal fees,incurred in defense of such claims. (b)Non-design,construction Professional Services:To the extent the Scope of Services involve a "construction contract"as that phrase is used in Civil Code Section 2783,this paragraph shall apply in place of paragraph A.To the fullest extent permitted by law (including,but not limited to California Civil Code Sections 2782 and 2782.8),Consultant shall indemnify,defend,and hold harmless the City,and its elected officials,officers,employees,volunteers,and agents ("City Indemnitees"),from and against any and all causes of action,claims, liabilities,obligations,judgments,or damages,including reasonable legal counsels'fees and costs of litigation ("claims"),arising out of the Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant,except for such loss or damage arising from the active negligence,sole negligence or willful misconduct of the City.In the event the City Indemnitees are made a party to any action,lawsuit,or other adversarial proceeding arising from Consultant's performance of this Agreement,the Consultant shall provide a defense to the City Indemnitees or at the City's option,reimburse the City Indemnitees their costs of defense,including reasonable legal fees,incurred in defense of such claims. (c)Design Professional Services:In the event Consultant is a "design professional",and the Scope of Services require Consultant to provide "design professional services"as those phrases are used in Civil Code Section 2782.8,this paragraph shall apply in place of paragraphs A or B.To the fullest extent permitted by law (including,but not limited to California Civil Code Sections 2782 and 2782.8) Consultant shall indemnify,defend and hold harmless the City and its elected officials,officers,employees,volunteers and agents ("City Indemnitees"),from and against all claims,damages,injuries,losses,and expenses including costs,attorney fees,expert consultant and expert witness fees arising out of,pertaining to or relating to,the negligence,recklessness or willful misconduct of Consultant,except to the extent caused by the sole negligence,active negligence or willful misconduct of the City.Negligence,recklessness or willful misconduct of any subcontractor employed by Consultant shall be conclusively deemed to be the negligence,recklessness or willful misconduct of Consultant unless adequately corrected by Consultant.In the event the City Indemnitees are made a party to any action,lawsuit,or other adversarial proceeding arising from Consultant's performance of this Agreement,the Consultant shall provide a defense to the City Indemnitees or at the City's option,reimburse the City Indemnitees their costs of defense,including reasonable legal fees,incurred in defense of such claims.In no event shall the cost to defend charged to Consultant under this paragraph exceed Consultant's proportionate percentage of fault.However,notwithstanding the previous sentence,in the event one or more defendants are unable to pay its share of defense costs due to bankruptcy or dissolution of the business,Consultant shall meet and confer with other parties regarding unpaid defense costs. (d)The review,acceptance or approval of the Consultant's work or work product by any indemnified party shall not affect,relieve or reduce the Consultant's indemnification or defense obligations.This Section survives completion of the services or the termination of this contract. The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance. 4 Purchase Order 615090 Proprietary and Confidential 20.Contract Assignment.Supplier shall not assign,transfer,convey or otherwise dispose of the contract,or its right,title or interest,or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. 21.Termination for Convenience.The City may terminate all or part of this Agreement for any or no reason at any time by giving 30 days written notice to Contractor.Should the City terminate this Agreement for convenience,the City shall be liable as follows:(a)for standard or off-the-shelf products,a reasonable restocking charge not to exceed ten (10)percent of the total purchase price;(b)for custom products, the less of a reasonable price for the raw materials,components work in progress and any finished units on hand or the price per unit reflected on this Agreement.For termination of any services pursuant to this Agreement,the City's liability will be the lesser of a reasonable price for the services rendered prior to termination,or the price for the services reflected on this Agreement.Upon termination notice from the City,Contractor must,unless otherwise directed,cease work and follow the City's directions as to work in progress and finished goods. 22.Termination.If during the term of the contract,the City determines that the Contractor is not faithfully abiding by any term or condition contained herein,the City may notify the Contractor in writing of such defect or failure to perform.This notice must give the Contractor a 10 (ten)calendar day notice of time thereafter in which to perform said work or cure the deficiency.If the Contractor has not performed the work or cured the deficiency within the ten days specified in the notice,such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to the Contractor to said effect.Thereafter,neither party shall have any further duties, obligations,responsibilities,or rights under the contract except,however,any and all obligations of the Contractor's surety shall remain in full force and effect,and shall not be extinguished,reduced,or in any manner waived by the terminations thereof.In said event,the Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City's Notice of Termination,minus any offset from such payment representing the City's damages from such breach." Reasonable value"includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by the Contractor as may be set forth in the Agreement payment schedule;compensation for any other work,services or goods performed or provided by the Contractor shall be based solely on the City's assessment of the value of the work-in-progress in completing the overall work scope.The City reserves the right to delay any such payment until completion or confirmed abandonment of the project,as may be determined in the City's sole discretion,so as to permit a full and complete accounting of costs.In no event,however,shall the Contractor be entitled to receive in excess of the compensation quoted in its proposal. 23.Ownership of Materials.All original drawings,plan documents and other materials prepared by or in possession of Supplier as part of the work or services under these specifications shall become the permanent property of the City,and shall be delivered to the City upon demand. 24.Release of Reports and Information.Any reports,information,data,or other material is given to,prepared by or assembled by Supplier as part of the work or services under these specifications shall be the property of City,and shall not be made available to any individual or organization by Supplier without the prior written approval of the City. 25.Copies of Reports and Information.If the City requests additional copies of reports,drawings,specifications,or any other material in addition to what Supplier is required to furnish in limited quantities as part of the work or services under these specifications,Supplier shall provide such additional copies as are requested,and City shall compensate Supplier for the costs of duplicating of such copies at the Supplier's direct expense. 26.Insurance.Supplier shall procure and maintain for the duration of the Order insurance that is sufficient in scope and amount to permit Supplier to pay in the ordinary course of business against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by Supplier,its agents,representatives,employees or sub-contractors.Supplier will maintain Workers Compensation insurance at statutory levels covering all employees who perform work under this Order. Additional Public Works Construction Purchase Order Terms & Conditions 1.Compensation for Authorized Additional Expenses.To receive compensation for additional expenses outside the scope of the project work,the Supplier shall obtain prior written authoriza-tion from the City to incur those expenses.Compensa-tion for these addition-al expenses shall include time and materials. 2.Payment Terms.The supplier may request one progress payment each month for work satisfactorily completed and accepted by the City.The City shall issue payment within 30 days.The City shall withhold 10 percent of each progress payment as retention to ensure resolution of any stop notices or liens.The City shall release this retention 35 days after filing a notice of completion. 3.Faithful Performance Bond.The supplier shall furnish a surety bond in the amount of 125 percent of the contract price guaranteeing the faithful performance of the contract,including any attorney's fees or other collection costs. 4.Work in the Right-of-Way or on City Property.For work on City managed property,the supplier/consultant shall obtain a no-fee encroachment permit.A Traffic Control Plan and Water Pollution Control Plan shall be submitted and approved prior to issuance of the permit unless determined by the City not to be required. 5.Prevailing Wage.The supplier and any subcontractors are required to pay prevailing wage and must be registered with the Department of Industrial Relations pursuant to Section 1725.5 of the Labor Code. 5 Purchase Order 615090 Proprietary and Confidential 6.Insurance.The supplier shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or dam-ages to property which may arise from or in connection with the performance of the work hereunder by the supplier,its agents, representatives,employees or subs. Minimum Scope of Insurance.Coverage shall be at least as broad as: a.Insurance Services Office Commercial General Liability coverage (occurrence form CG 20 10 Prior to 1993 or CG 20 10 07 04 with CG 20 37 10 01 or the exact equivalent as determined by the City). b.Insurance Services Office form number CA 0001 (Ed.1/87)covering Automobile Liability,code 1 (any auto). c.Workers'Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance.The supplier shall maintain limits no less than: a.General Liability:$1,000,000 per occurrence for bodily injury,personal injury and property damage.If Commercial General Liability or other forms with a general aggregate limit is used,either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. b.Automobile Liability:$1,000,000 per accident for bodily injury and property damage. c.Employer's Liability:$1,000,000 per accident for bodily injury or disease. d.Deductibles and Self-Insured Retentions.Any deductibles or self-insured retentions must be declared to and approved by the City.At the option of the City,either:the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City,its officers, officials,employees,and volunteers;or the supplier shall procure a bond guaranteeing payment of losses and related investigations,claim administration and defense expenses. Other Insurance Provisions.The general liability and automobile liability policies are to contain,or be endorsed to contain,the following provi-sions: a.The City,its officers,officials,employees,agents,and volunteers are to be covered as insureds as respects:liability arising out of activities performed by or on behalf of the supplier;products and completed operations of the supplier;premises owned,occupied or used by the supplier;or automobiles owned leased,hired or borrowed by the supplier.The coverage shall contain no special limitations on the scope of protection afforded to the City,its officers,officials,employees,agents or volunteers. b.For any claims related to this project,the supplier's insurance coverage shall be primary insurance as respects the City,its officers, officials,employees,agents,and volunteers.Any insur-ance or self-insurance maintained by the City,its officers,offi-cials,employees, agents or volunteers shall be excess of the supplier's insurance and shall not contribute with it. c.Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City,its officers,officials,employees,agents or volunteers. d.The supplier's insurance shall apply separately to each insured against whom claim is made or suit is brought,except with respect to the limits of the insurer's liability. e.Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended,voided,canceled by either party,reduced in coverage or in limits except after thirty (30)days'prior written notice by certified mail,return receipt requested,has been given to the City. Acceptability of Insurers.Insurance is to be placed with insurers with a current A.M.Best's rating of no less than A:VII. Verification of Coverage.The supplier shall furnish the City with a certificate of insurance showing required coverage.Original endorse- ments affecting general liability and automobile liability coverage are also required by this clause.The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf.All endorsements are to be received and approved by the City before work commences. Subcontractors.The supplier shall include all subcontractors as insured under its policies or shall furnish separate certifi-cates and endorsements for each subcontractor.All coverages for subcontractors shall be subject to all of the requirements stated herein. 6 Purchase Order 615132 Order Date 13-JAN-2023 Change Order 0 Change Order Date 13-JAN-2023 Revision 0 Ordered 4,900.00 USD INCLUDE PURCHASE ORDER NUMBER ON ALL INVOICES & CORRESPONDENCE SEND ALL INVOICES TO AP@SLOCITY.ORG INCLUDE DELIVER TO CITY STAFF CONTACT NAME ON ALL INVOICES Sold To City of San Luis Obispo 990 Palm Street SAN LUIS OBISPO, CA 93401 Supplier Monsido, Inc. PO BOX 910634 SAN DIEGO, CA 92191SAN DIEGO Bill To City of San Luis Obispo 990 Palm Street SAN LUIS OBISPO, CA 93401SAN LUIS OBISPO UNITED STATES Ship To 990 Palm Street SAN LUIS OBISPO, CA 93401SAN LUIS OBISPO UNITED STATES Notes USD = US Dollar Invoice - Web & Accessibility Compliance Customer Account Number Supplier Number Payment Terms Freight Terms FOB Shipping Method 11588 Net 30 Destination Confirm To Deliver To Contact Daniel Clancy Elise Lindsay Phone 1-805-781-7510 Line Item Price Quantity UOM Ordered Taxable 1 Monsido Web & Accessibility Compliance - 1/26/23-1/25/24 4,900.00 Promised 4,900.00 01/18/2023 Requested 01/18/2023 Requested and Promised Dates correspond to the date of arrival at the Ship-to Location. Line Total 4,900.00 Total 4,900.00 1 Purchase Order 615132 2 Purchase Order 615132 Proprietary and Confidential Contract Terms and Conditions Purchase Order Terms and Conditions Standard Purchase Order Terms & Conditions 1.Acceptance.By delivering the ordered goods or commencing performance under this Purchase Order,("Order")supplier agrees to the general terms,specifications,and conditions in or referenced by this document.If supplier and The City of San Luis Obispo ("City")have entered into a contract outside of this Order,the terms and conditions set forth in the contract shall prevail.Supplier's additional or different terms and conditions are expressly excluded from this Order and the City does not agree to such terms or conditions,unless such agreement is made expressly,in writing by the City's authorized representative,or a contract has been signed outside of this Order between the Supplier and The City. 2.Business License &Tax.Supplier must have a valid City of San Luis Obispo business tax certificate prior to the execution of the contract.Additional information regarding the City's business tax program may be obtained by calling (805)781-7134. 3.Abilityto Perform.Supplier warrants that it possesses,or has arranged through subcontracts,all capital and other equipment,labor, materials,and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal,state,county,city, and special district laws,ordinances,and regulations. 4.Warranties.Supplier warrants that all goods delivered will be free from defects in workmanship,material,and manufacture;are new (not refurbished or reconditioned)unless otherwise stated in this Order;are of merchantable quality and fit for the purpose intended by the City to the extent that purpose has been disclosed to Supplier;complies with the requirements of this Order;and complies with all applicable laws and regulations.Supplier also warrants that all services performed under this Order shall be rendered in a good and workmanlike manner by skilled personnel in compliance with all applicable laws and regulations. 5.Changes.No change or modification in terms may be made without express authorization,in writing by the City's authorized representative. 6.Delivery.Supplier agrees that time is of the essence to delivery and any other performance required under this Order.No charge for delivery,parcel post,packing,cartage,insurance,license fees,permits,or any other purpose will be paid by the City unless it is expressly included on the face of this Order.Supplier must arrange for the lowest-cost transportation and prepay and add freight to its invoice.If delivery is made by a carrier,an itemized delivery ticket must be attached to the outside of the package.Each container or package must be marked with the Order number. 7.Laws to be Observed.Supplier shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of San Luis Obispo ordinances,regulations and adopted codes during its performance of the work. 8.Paymentof Taxes.The contract prices shall include full compensation for all taxes that Supplier is required to pay. 9.Permits and Licenses.Supplier shall procure all permits and licenses,pay all charges and fees,and give all notices necessary. 10.Safety Provisions.Supplier shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety Public and Employee Safety.Whenever Supplier's operations create a condition hazardous to the public or City employees,it shall,at its expense and without cost to the City,furnish,erect and maintain such fences,temporary railings,barricades, lights,signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public and employees. 11.Preservation of City Property.Supplier shall provide and install suitable safeguards,approved by the City,to protect City property from injury or damage.If City property is injured or damaged as a result of Supplier's operations,it shall be replaced or restored at Supplier's expense.The facilities shall be replaced or restored to a condition as good as when the Supplier began work 12.ImmigrationAct of 1986.Supplier warrants on behalf of itself and all sub-suppliers engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. 13.Supplier Non-Discrimination.In the performance of this work,Supplier agrees that it will not engage in,nor permit such sub-suppliers as it may employ,to engage in discrimination in the employment of persons because of age,race,color,sex,national origin or ancestry, sexual orientation,or religion of such persons. 3 Purchase Order 615132 Proprietary and Confidential 14.Work Delays.Should Supplier be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default,act,or omission of the City,or by strikes,fire,earthquake,or any other Act of God,or by the inability to obtain materials,equipment, or labor due to federal government restrictions arising out of defense or war programs,then the time of completion may,at the City's sole option,be extended for such periods as may be agreed upon by the City and the Supplier. 15.PaymentTerms.The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the services provided by Supplier (Net 30). 16.Inspection.Supplier shall furnish City with every reasonable opportunity for City to ascertain that the services of Supplier are being performed in accordance with the requirements and intentions of this contract.All work done and all materials furnished,if any,shall be subject to the City's inspection and approval.The inspection of such work shall not relieve Supplier of any of its obligations to fulfill its contract requirements. 17.Audit.The City shall have the option of inspecting and/or auditing all records and other written materials used by Supplier in preparing its invoices to City as a condition precedent to any payment to Supplier. 18.Interestsof Supplier.Supplier covenants that it presently has no interest,and shall not acquire any interest direct or indirect or otherwise,which would conflict in any manner or degree with the performance of the work hereunder.Supplier further covenants that,in the performance of this work,no sub-Supplier or person having such an interest shall be employed.Supplier certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City.It is hereby expressly agreed that,in the performance of the work hereunder,Supplier shall at all times be deemed an independent Supplier and not an agent or employee of the City. 19.Hold Harmless and Indemnification. (a)Non-design,non-construction Professional Services:To the fullest extent permitted by law (including,but not limited to California Civil Code Sections 2782 and 2782.8),Consultant shall indemnify,defend,and hold harmless the City,and its elected officials,officers, employees,volunteers,and agents ("City Indemnitees"),from and against any and all causes of action,claims,liabilities,obligations, judgments,or damages,including reasonable legal counsels'fees and costs of litigation ("claims"),arising out of the Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant, including the City's active or passive negligence,except for such loss or damage arising from the sole negligence or willful misconduct of the City.In the event the City Indemnitees are made a party to any action,lawsuit,or other adversarial proceeding arising from Consultant's performance of this Agreement,the Consultant shall provide a defense to the City Indemnitees or at the City's option,reimburse the City Indemnitees their costs of defense,including reasonable legal fees,incurred in defense of such claims. (b)Non-design,construction Professional Services:To the extent the Scope of Services involve a "construction contract"as that phrase is used in Civil Code Section 2783,this paragraph shall apply in place of paragraph A.To the fullest extent permitted by law (including,but not limited to California Civil Code Sections 2782 and 2782.8),Consultant shall indemnify,defend,and hold harmless the City,and its elected officials,officers,employees,volunteers,and agents ("City Indemnitees"),from and against any and all causes of action,claims, liabilities,obligations,judgments,or damages,including reasonable legal counsels'fees and costs of litigation ("claims"),arising out of the Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant,except for such loss or damage arising from the active negligence,sole negligence or willful misconduct of the City.In the event the City Indemnitees are made a party to any action,lawsuit,or other adversarial proceeding arising from Consultant's performance of this Agreement,the Consultant shall provide a defense to the City Indemnitees or at the City's option,reimburse the City Indemnitees their costs of defense,including reasonable legal fees,incurred in defense of such claims. (c)Design Professional Services:In the event Consultant is a "design professional",and the Scope of Services require Consultant to provide "design professional services"as those phrases are used in Civil Code Section 2782.8,this paragraph shall apply in place of paragraphs A or B.To the fullest extent permitted by law (including,but not limited to California Civil Code Sections 2782 and 2782.8) Consultant shall indemnify,defend and hold harmless the City and its elected officials,officers,employees,volunteers and agents ("City Indemnitees"),from and against all claims,damages,injuries,losses,and expenses including costs,attorney fees,expert consultant and expert witness fees arising out of,pertaining to or relating to,the negligence,recklessness or willful misconduct of Consultant,except to the extent caused by the sole negligence,active negligence or willful misconduct of the City.Negligence,recklessness or willful misconduct of any subcontractor employed by Consultant shall be conclusively deemed to be the negligence,recklessness or willful misconduct of Consultant unless adequately corrected by Consultant.In the event the City Indemnitees are made a party to any action,lawsuit,or other adversarial proceeding arising from Consultant's performance of this Agreement,the Consultant shall provide a defense to the City Indemnitees or at the City's option,reimburse the City Indemnitees their costs of defense,including reasonable legal fees,incurred in defense of such claims.In no event shall the cost to defend charged to Consultant under this paragraph exceed Consultant's proportionate percentage of fault.However,notwithstanding the previous sentence,in the event one or more defendants are unable to pay its share of defense costs due to bankruptcy or dissolution of the business,Consultant shall meet and confer with other parties regarding unpaid defense costs. (d)The review,acceptance or approval of the Consultant's work or work product by any indemnified party shall not affect,relieve or reduce the Consultant's indemnification or defense obligations.This Section survives completion of the services or the termination of this contract. The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance. 4 Purchase Order 615132 Proprietary and Confidential 20.Contract Assignment.Supplier shall not assign,transfer,convey or otherwise dispose of the contract,or its right,title or interest,or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. 21.Termination for Convenience.The City may terminate all or part of this Agreement for any or no reason at any time by giving 30 days written notice to Contractor.Should the City terminate this Agreement for convenience,the City shall be liable as follows:(a)for standard or off-the-shelf products,a reasonable restocking charge not to exceed ten (10)percent of the total purchase price;(b)for custom products, the less of a reasonable price for the raw materials,components work in progress and any finished units on hand or the price per unit reflected on this Agreement.For termination of any services pursuant to this Agreement,the City's liability will be the lesser of a reasonable price for the services rendered prior to termination,or the price for the services reflected on this Agreement.Upon termination notice from the City,Contractor must,unless otherwise directed,cease work and follow the City's directions as to work in progress and finished goods. 22.Termination.If during the term of the contract,the City determines that the Contractor is not faithfully abiding by any term or condition contained herein,the City may notify the Contractor in writing of such defect or failure to perform.This notice must give the Contractor a 10 (ten)calendar day notice of time thereafter in which to perform said work or cure the deficiency.If the Contractor has not performed the work or cured the deficiency within the ten days specified in the notice,such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to the Contractor to said effect.Thereafter,neither party shall have any further duties, obligations,responsibilities,or rights under the contract except,however,any and all obligations of the Contractor's surety shall remain in full force and effect,and shall not be extinguished,reduced,or in any manner waived by the terminations thereof.In said event,the Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City's Notice of Termination,minus any offset from such payment representing the City's damages from such breach." Reasonable value"includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by the Contractor as may be set forth in the Agreement payment schedule;compensation for any other work,services or goods performed or provided by the Contractor shall be based solely on the City's assessment of the value of the work-in-progress in completing the overall work scope.The City reserves the right to delay any such payment until completion or confirmed abandonment of the project,as may be determined in the City's sole discretion,so as to permit a full and complete accounting of costs.In no event,however,shall the Contractor be entitled to receive in excess of the compensation quoted in its proposal. 23.Ownership of Materials.All original drawings,plan documents and other materials prepared by or in possession of Supplier as part of the work or services under these specifications shall become the permanent property of the City,and shall be delivered to the City upon demand. 24.Release of Reports and Information.Any reports,information,data,or other material is given to,prepared by or assembled by Supplier as part of the work or services under these specifications shall be the property of City,and shall not be made available to any individual or organization by Supplier without the prior written approval of the City. 25.Copies of Reports and Information.If the City requests additional copies of reports,drawings,specifications,or any other material in addition to what Supplier is required to furnish in limited quantities as part of the work or services under these specifications,Supplier shall provide such additional copies as are requested,and City shall compensate Supplier for the costs of duplicating of such copies at the Supplier's direct expense. 26.Insurance.Supplier shall procure and maintain for the duration of the Order insurance that is sufficient in scope and amount to permit Supplier to pay in the ordinary course of business against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by Supplier,its agents,representatives,employees or sub-contractors.Supplier will maintain Workers Compensation insurance at statutory levels covering all employees who perform work under this Order. Additional Public Works Construction Purchase Order Terms & Conditions 1.Compensation for Authorized Additional Expenses.To receive compensation for additional expenses outside the scope of the project work,the Supplier shall obtain prior written authoriza-tion from the City to incur those expenses.Compensa-tion for these addition-al expenses shall include time and materials. 2.Payment Terms.The supplier may request one progress payment each month for work satisfactorily completed and accepted by the City.The City shall issue payment within 30 days.The City shall withhold 10 percent of each progress payment as retention to ensure resolution of any stop notices or liens.The City shall release this retention 35 days after filing a notice of completion. 3.Faithful Performance Bond.The supplier shall furnish a surety bond in the amount of 125 percent of the contract price guaranteeing the faithful performance of the contract,including any attorney's fees or other collection costs. 4.Work in the Right-of-Way or on City Property.For work on City managed property,the supplier/consultant shall obtain a no-fee encroachment permit.A Traffic Control Plan and Water Pollution Control Plan shall be submitted and approved prior to issuance of the permit unless determined by the City not to be required. 5.Prevailing Wage.The supplier and any subcontractors are required to pay prevailing wage and must be registered with the Department of Industrial Relations pursuant to Section 1725.5 of the Labor Code. 5 Purchase Order 615132 Proprietary and Confidential 6.Insurance.The supplier shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or dam-ages to property which may arise from or in connection with the performance of the work hereunder by the supplier,its agents, representatives,employees or subs. Minimum Scope of Insurance.Coverage shall be at least as broad as: a.Insurance Services Office Commercial General Liability coverage (occurrence form CG 20 10 Prior to 1993 or CG 20 10 07 04 with CG 20 37 10 01 or the exact equivalent as determined by the City). b.Insurance Services Office form number CA 0001 (Ed.1/87)covering Automobile Liability,code 1 (any auto). c.Workers'Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance.The supplier shall maintain limits no less than: a.General Liability:$1,000,000 per occurrence for bodily injury,personal injury and property damage.If Commercial General Liability or other forms with a general aggregate limit is used,either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. b.Automobile Liability:$1,000,000 per accident for bodily injury and property damage. c.Employer's Liability:$1,000,000 per accident for bodily injury or disease. d.Deductibles and Self-Insured Retentions.Any deductibles or self-insured retentions must be declared to and approved by the City.At the option of the City,either:the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City,its officers, officials,employees,and volunteers;or the supplier shall procure a bond guaranteeing payment of losses and related investigations,claim administration and defense expenses. Other Insurance Provisions.The general liability and automobile liability policies are to contain,or be endorsed to contain,the following provi-sions: a.The City,its officers,officials,employees,agents,and volunteers are to be covered as insureds as respects:liability arising out of activities performed by or on behalf of the supplier;products and completed operations of the supplier;premises owned,occupied or used by the supplier;or automobiles owned leased,hired or borrowed by the supplier.The coverage shall contain no special limitations on the scope of protection afforded to the City,its officers,officials,employees,agents or volunteers. b.For any claims related to this project,the supplier's insurance coverage shall be primary insurance as respects the City,its officers, officials,employees,agents,and volunteers.Any insur-ance or self-insurance maintained by the City,its officers,offi-cials,employees, agents or volunteers shall be excess of the supplier's insurance and shall not contribute with it. c.Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City,its officers,officials,employees,agents or volunteers. d.The supplier's insurance shall apply separately to each insured against whom claim is made or suit is brought,except with respect to the limits of the insurer's liability. e.Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended,voided,canceled by either party,reduced in coverage or in limits except after thirty (30)days'prior written notice by certified mail,return receipt requested,has been given to the City. Acceptability of Insurers.Insurance is to be placed with insurers with a current A.M.Best's rating of no less than A:VII. Verification of Coverage.The supplier shall furnish the City with a certificate of insurance showing required coverage.Original endorse- ments affecting general liability and automobile liability coverage are also required by this clause.The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf.All endorsements are to be received and approved by the City before work commences. Subcontractors.The supplier shall include all subcontractors as insured under its policies or shall furnish separate certifi-cates and endorsements for each subcontractor.All coverages for subcontractors shall be subject to all of the requirements stated herein. 6 Purchase Order 617094 Order Date 08-AUG-2023 Change Order 0 Change Order Date 08-AUG-2023 Revision 0 Ordered 16,822.99 USD INCLUDE PURCHASE ORDER NUMBER ON ALL INVOICES & CORRESPONDENCE SEND ALL INVOICES TO AP@SLOCITY.ORG INCLUDE DELIVER TO CITY STAFF CONTACT NAME ON ALL INVOICES Sold To City of San Luis Obispo 990 Palm Street SAN LUIS OBISPO, CA 93401 Supplier Granicus LLC 408 St Peter St Ste 600 SAINT PAUL , MN 55102 Bill To City of San Luis Obispo 990 Palm Street SAN LUIS OBISPO, CA 93401SAN LUIS OBISPO UNITED STATES Ship To 919 Palm Street SAN LUIS OBISPO, CA 93401SAN LUIS OBISPO UNITED STATES Notes USD = US Dollar Membership Renewal - Granicus Customer Account Number Supplier Number Payment Terms Freight Terms FOB Shipping Method 220755 Net 30 Destination Confirm To Deliver To Contact Daniel Clancy Donre Webb Phone 1-805-781-7510 File Invoice_168531_1688996167360. pdf Invoice_168531_1688996167360.p File Granicus Invoice to be Charged to Finance (Email Confirmation).pdf Granicus Invoice to be Charged File Invoice_168531_1688996167360. pdf Invoice_168531_1688996167360.p File Granicus Invoice to be Charged to Finance (Email Confirmation).pdf Granicus Invoice to be Charged Line Item Price Quantity UOM Ordered Taxable 1 Membership for FY23-234 16,822.99 Attachments Type File Name or URL Title Description File Invoice_168531_1688996167360. pdf Invoice_168531_1688996167360.p File Granicus Invoice to be Charged to Finance (Email Confirmation).pdf Granicus Invoice to be Charged Promised 16,822.99 1 Purchase Order 617094 Line Item Price Quantity UOM Ordered Taxable 07/18/2023 Requested 07/18/2023 Requested and Promised Dates correspond to the date of arrival at the Ship-to Location. Line Total 16,822.99 Total 16,822.99 2 Purchase Order 617094 Proprietary and Confidential Contract Terms and Conditions Purchase Order Terms and Conditions Standard Purchase Order Terms & Conditions 1.Acceptance.By delivering the ordered goods or commencing performance under this Purchase Order,("Order")supplier agrees to the general terms,specifications,and conditions in or referenced by this document.If supplier and The City of San Luis Obispo ("City")have entered into a contract outside of this Order,the terms and conditions set forth in the contract shall prevail.Supplier's additional or different terms and conditions are expressly excluded from this Order and the City does not agree to such terms or conditions,unless such agreement is made expressly,in writing by the City's authorized representative,or a contract has been signed outside of this Order between the Supplier and The City. 2.Business License &Tax.Supplier must have a valid City of San Luis Obispo business tax certificate prior to the execution of the contract.Additional information regarding the City's business tax program may be obtained by calling (805)781-7134. 3.Abilityto Perform.Supplier warrants that it possesses,or has arranged through subcontracts,all capital and other equipment,labor,materials,and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal,state,county,city,and special district laws,ordinances,and regulations. 4.Warranties.Supplier warrants that all goods delivered will be free from defects in workmanship,material,and manufacture;are new (not refurbished or reconditioned)unless otherwise stated in this Order;are of merchantable quality and fit for the purpose intended by the City to the extent that purpose has been disclosed to Supplier;complies with the requirements of this Order;and complies with all applicable laws and regulations.Supplier also warrants that all services performed under this Order shall be rendered in a good and workmanlike manner by skilled personnel in compliance with all applicable laws and regulations. 5.Changes.No change or modification in terms may be made without express authorization,in writing by the City's authorized representative. 6.Delivery.Supplier agrees that time is of the essence to delivery and any other performance required under this Order.No charge for delivery,parcel post,packing,cartage,insurance,license fees, permits,or any other purpose will be paid by the City unless it is expressly included on the face of this Order.Supplier must arrange for the lowest-cost transportation and prepay and add freight to its invoice.If delivery is made by a carrier,an itemized delivery ticket must be attached to the outside of the package.Each container or package must be marked with the Order number. 7.Laws to be Observed.Supplier shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of San Luis Obispo ordinances,regulations and adopted codes during its performance of the work. 8.Paymentof Taxes.The contract prices shall include full compensation for all taxes that Supplier is required to pay. 9.Permits and Licenses.Supplier shall procure all permits and licenses,pay all charges and fees,and give all notices necessary. 10.Safety Provisions.Supplier shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety Public and Employee Safety.Whenever Supplier's operations create a condition hazardous to the public or City employees,it shall,at its expense and without cost to the City,furnish,erect and maintain such fences,temporary railings,barricades, lights,signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public and employees. 11.Preservation of City Property.Supplier shall provide and install suitable safeguards,approved by the City,to protect City property from injury or damage.If City property is injured or damaged as a result of Supplier's operations,it shall be replaced or restored at Supplier's expense.The facilities shall be replaced or restored to a condition as good as when the Supplier began work 12.ImmigrationAct of 1986.Supplier warrants on behalf of itself and all sub-suppliers engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. 13.Supplier Non-Discrimination.In the performance of this work,Supplier agrees that it will not engage in,nor permit such sub-suppliers as it may employ,to engage in discrimination in the employment of persons because of age,race,color,sex,national origin or ancestry,sexual orientation,or religion of such persons. 14.Work Delays.Should Supplier be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default,act,or omission of the City,or by strikes,fire,earthquake, or any other Act of God,or by the inability to obtain materials,equipment,or labor due to federal government restrictions arising out of defense or war programs,then the time of completion may,at the City's sole option,be extended for such periods as may be agreed upon by the City and the Supplier. 15.PaymentTerms.The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the services provided by Supplier (Net 30). 16.Inspection.Supplier shall furnish City with every reasonable opportunity for City to ascertain that the services of Supplier are being performed in accordance with the requirements and intentions of this contract.All work done and all materials furnished,if any,shall be subject to the City's inspection and approval.The inspection of such work shall not relieve Supplier of any of its obligations to fulfill its contract requirements. 17.Audit.The City shall have the option of inspecting and/or auditing all records and other written materials used by Supplier in preparing its invoices to City as a condition precedent to any payment to Supplier. 18.Interestsof Supplier.Supplier covenants that it presently has no interest,and shall not acquire any interest direct or indirect or otherwise,which would conflict in any manner or degree with the performance of the work hereunder.Supplier further covenants that,in the performance of this work,no sub-Supplier or person having such an interest shall be employed.Supplier certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City.It is hereby expressly agreed that,in the performance of the work hereunder,Supplier shall at all times be deemed an independent Supplier and not an agent or employee of the City. 19.Hold Harmless and Indemnification. (a)Non-design,non-construction Professional Services:To the fullest extent permitted by law (including,but not limited to California Civil Code Sections 2782 and 2782.8),Consultant shall indemnify, defend,and hold harmless the City,and its elected officials,officers,employees,volunteers,and agents ("City Indemnitees"),from and against any and all causes of action,claims,liabilities,obligations, judgments,or damages,including reasonable legal counsels'fees and costs of litigation ("claims"),arising out of the Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant,including the City's active or passive negligence,except for such loss or damage arising from the sole negligence or willful misconduct of the 3 Purchase Order 617094 Proprietary and Confidential City.In the event the City Indemnitees are made a party to any action,lawsuit,or other adversarial proceeding arising from Consultant's performance of this Agreement,the Consultant shall provide a defense to the City Indemnitees or at the City's option,reimburse the City Indemnitees their costs of defense,including reasonable legal fees,incurred in defense of such claims. (b)Non-design,construction Professional Services:To the extent the Scope of Services involve a "construction contract"as that phrase is used in Civil Code Section 2783,this paragraph shall apply in place of paragraph A.To the fullest extent permitted by law (including,but not limited to California Civil Code Sections 2782 and 2782.8),Consultant shall indemnify,defend,and hold harmless the City, and its elected officials,officers,employees,volunteers,and agents ("City Indemnitees"),from and against any and all causes of action,claims,liabilities,obligations,judgments,or damages,including reasonable legal counsels'fees and costs of litigation ("claims"),arising out of the Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant,except for such loss or damage arising from the active negligence,sole negligence or willful misconduct of the City.In the event the City Indemnitees are made a party to any action,lawsuit,or other adversarial proceeding arising from Consultant's performance of this Agreement,the Consultant shall provide a defense to the City Indemnitees or at the City's option,reimburse the City Indemnitees their costs of defense,including reasonable legal fees,incurred in defense of such claims. (c)Design Professional Services:In the event Consultant is a "design professional",and the Scope of Services require Consultant to provide "design professional services"as those phrases are used in Civil Code Section 2782.8,this paragraph shall apply in place of paragraphs A or B.To the fullest extent permitted by law (including,but not limited to California Civil Code Sections 2782 and 2782.8) Consultant shall indemnify,defend and hold harmless the City and its elected officials,officers,employees,volunteers and agents ("City Indemnitees"),from and against all claims,damages,injuries, losses,and expenses including costs,attorney fees,expert consultant and expert witness fees arising out of,pertaining to or relating to,the negligence,recklessness or willful misconduct of Consultant, except to the extent caused by the sole negligence,active negligence or willful misconduct of the City.Negligence,recklessness or willful misconduct of any subcontractor employed by Consultant shall be conclusively deemed to be the negligence,recklessness or willful misconduct of Consultant unless adequately corrected by Consultant.In the event the City Indemnitees are made a party to any action, lawsuit,or other adversarial proceeding arising from Consultant's performance of this Agreement,the Consultant shall provide a defense to the City Indemnitees or at the City's option,reimburse the City Indemnitees their costs of defense,including reasonable legal fees,incurred in defense of such claims.In no event shall the cost to defend charged to Consultant under this paragraph exceed Consultant's proportionate percentage of fault.However,notwithstanding the previous sentence,in the event one or more defendants are unable to pay its share of defense costs due to bankruptcy or dissolution of the business,Consultant shall meet and confer with other parties regarding unpaid defense costs. (d)The review,acceptance or approval of the Consultant's work or work product by any indemnified party shall not affect,relieve or reduce the Consultant's indemnification or defense obligations.This Section survives completion of the services or the termination of this contract.The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance. 20.Contract Assignment.Supplier shall not assign,transfer,convey or otherwise dispose of the contract,or its right,title or interest,or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. 21.Termination for Convenience.The City may terminate all or part of this Agreement for any or no reason at any time by giving 30 days written notice to Contractor.Should the City terminate this Agreement for convenience,the City shall be liable as follows:(a)for standard or off-the-shelf products,a reasonable restocking charge not to exceed ten (10)percent of the total purchase price;(b)for custom products,the less of a reasonable price for the raw materials,components work in progress and any finished units on hand or the price per unit reflected on this Agreement.For termination of any services pursuant to this Agreement,the City's liability will be the lesser of a reasonable price for the services rendered prior to termination,or the price for the services reflected on this Agreement.Upon termination notice from the City,Contractor must,unless otherwise directed,cease work and follow the City's directions as to work in progress and finished goods. 22.Termination.If during the term of the contract,the City determines that the Contractor is not faithfully abiding by any term or condition contained herein,the City may notify the Contractor in writing of such defect or failure to perform.This notice must give the Contractor a 10 (ten)calendar day notice of time thereafter in which to perform said work or cure the deficiency.If the Contractor has not performed the work or cured the deficiency within the ten days specified in the notice,such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to the Contractor to said effect.Thereafter,neither party shall have any further duties,obligations,responsibilities,or rights under the contract except,however,any and all obligations of the Contractor's surety shall remain in full force and effect,and shall not be extinguished,reduced,or in any manner waived by the terminations thereof.In said event,the Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City's Notice of Termination,minus any offset from such payment representing the City's damages from such breach."Reasonable value"includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by the Contractor as may be set forth in the Agreement payment schedule;compensation for any other work,services or goods performed or provided by the Contractor shall be based solely on the City's assessment of the value of the work-in-progress in completing the overall work scope.The City reserves the right to delay any such payment until completion or confirmed abandonment of the project,as may be determined in the City's sole discretion,so as to permit a full and complete accounting of costs.In no event,however,shall the Contractor be entitled to receive in excess of the compensation quoted in its proposal. 23.Ownership of Materials.All original drawings,plan documents and other materials prepared by or in possession of Supplier as part of the work or services under these specifications shall become the permanent property of the City,and shall be delivered to the City upon demand. 24.Release of Reports and Information.Any reports,information,data,or other material is given to,prepared by or assembled by Supplier as part of the work or services under these specifications shall be the property of City,and shall not be made available to any individual or organization by Supplier without the prior written approval of the City. 25.Copies of Reports and Information.If the City requests additional copies of reports,drawings,specifications,or any other material in addition to what Supplier is required to furnish in limited quantities as part of the work or services under these specifications,Supplier shall provide such additional copies as are requested,and City shall compensate Supplier for the costs of duplicating of such copies at the Supplier's direct expense. 26.Insurance.Supplier shall procure and maintain for the duration of the Order insurance that is sufficient in scope and amount to permit Supplier to pay in the ordinary course of business against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by Supplier,its agents,representatives,employees or sub-contractors. Supplier will maintain Workers Compensation insurance at statutory levels covering all employees who perform work under this Order. Additional Public Works Construction Purchase Order Terms & Conditions 1.Compensation for Authorized Additional Expenses.To receive compensation for additional expenses outside the scope of the project work,the Supplier shall obtain prior written authoriza-tion from the City to incur those expenses.Compensa-tion for these addition-al expenses shall include time and materials. 2.Payment Terms.The supplier may request one progress payment each month for work satisfactorily completed and accepted by the City.The City shall issue payment within 30 days.The City shall withhold 10 percent of each progress payment as retention to ensure resolution of any stop notices or liens.The City shall release this retention 35 days after filing a notice of completion. 3.Faithful Performance Bond.The supplier shall furnish a surety bond in the amount of 125 percent of the contract price guaranteeing the faithful performance of the contract,including any attorney's fees or other collection costs. 4.Work in the Right-of-Way or on City Property.For work on City managed property,the supplier/consultant shall obtain a no-fee encroachment permit.A Traffic Control Plan and Water Pollution Control Plan shall be submitted and approved prior to issuance of the permit unless determined by the City not to be required. 5.Prevailing Wage.The supplier and any subcontractors are required to pay prevailing wage and must be registered with the Department of Industrial Relations pursuant to Section 1725.5 of the Labor Code. 6.Insurance.The supplier shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or dam-ages to property which may arise from or in connection with the performance of the work hereunder by the supplier,its agents,representatives,employees or subs. Minimum Scope of Insurance.Coverage shall be at least as broad as: 4 Purchase Order 617094 Proprietary and Confidential a.Insurance Services Office Commercial General Liability coverage (occurrence form CG 20 10 Prior to 1993 or CG 20 10 07 04 with CG 20 37 10 01 or the exact equivalent as determined by the City). b.Insurance Services Office form number CA 0001 (Ed.1/87)covering Automobile Liability,code 1 (any auto). c.Workers'Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance.The supplier shall maintain limits no less than: a.General Liability:$1,000,000 per occurrence for bodily injury,personal injury and property damage.If Commercial General Liability or other forms with a general aggregate limit is used,either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. b.Automobile Liability:$1,000,000 per accident for bodily injury and property damage. c.Employer's Liability:$1,000,000 per accident for bodily injury or disease. d.Deductibles and Self-Insured Retentions.Any deductibles or self-insured retentions must be declared to and approved by the City.At the option of the City,either:the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City,its officers,officials,employees,and volunteers;or the supplier shall procure a bond guaranteeing payment of losses and related investigations,claim administration and defense expenses. Other Insurance Provisions.The general liability and automobile liability policies are to contain,or be endorsed to contain,the following provi-sions: a.The City,its officers,officials,employees,agents,and volunteers are to be covered as insureds as respects:liability arising out of activities performed by or on behalf of the supplier;products and completed operations of the supplier;premises owned,occupied or used by the supplier;or automobiles owned leased,hired or borrowed by the supplier.The coverage shall contain no special limitations on the scope of protection afforded to the City,its officers,officials,employees,agents or volunteers. b.For any claims related to this project,the supplier's insurance coverage shall be primary insurance as respects the City,its officers,officials,employees,agents,and volunteers.Any insur-ance or self- insurance maintained by the City,its officers,offi-cials,employees,agents or volunteers shall be excess of the supplier's insurance and shall not contribute with it. c.Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City,its officers,officials,employees,agents or volunteers. d.The supplier's insurance shall apply separately to each insured against whom claim is made or suit is brought,except with respect to the limits of the insurer's liability. e.Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended,voided,canceled by either party,reduced in coverage or in limits except after thirty (30)days' prior written notice by certified mail,return receipt requested,has been given to the City. Acceptability of Insurers.Insurance is to be placed with insurers with a current A.M.Best's rating of no less than A:VII. Verification of Coverage.The supplier shall furnish the City with a certificate of insurance showing required coverage.Original endorse-ments affecting general liability and automobile liability coverage are also required by this clause.The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf.All endorsements are to be received and approved by the City before work commences. Subcontractors.The supplier shall include all subcontractors as insured under its policies or shall furnish separate certifi-cates and endorsements for each subcontractor.All coverages for subcontractors shall be subject to all of the requirements stated herein. 5 Purchase Order 617144 Order Date 09-AUG-2023 Change Order 0 Change Order Date 09-AUG-2023 Revision 0 Ordered 4,000.00 USD INCLUDE PURCHASE ORDER NUMBER ON ALL INVOICES & CORRESPONDENCE SEND ALL INVOICES TO AP@SLOCITY.ORG INCLUDE DELIVER TO CITY STAFF CONTACT NAME ON ALL INVOICES Sold To City of San Luis Obispo 990 Palm Street SAN LUIS OBISPO, CA 93401 Supplier Granicus LLC 408 St Peter St Ste 600 SAINT PAUL , MN 55102 Bill To City of San Luis Obispo 990 Palm Street SAN LUIS OBISPO, CA 93401SAN LUIS OBISPO UNITED STATES Ship To 990 Palm Street SAN LUIS OBISPO, CA 93401SAN LUIS OBISPO UNITED STATES Notes USD = US Dollar PO for attached proposal dated 8/2/23 - Active Directory Federation Service (ADFS) integration Customer Account Number Supplier Number Payment Terms Freight Terms FOB Shipping Method 220755 Net 30 Destination Confirm To Deliver To Contact Daniel Clancy Rebecca Cox Phone 1-805-781-7510 Line Item Price Quantity UOM Ordered Taxable 1 Active Directory Federation Service (ADFS) integration 4,000.00 Promised 4,000.00 08/14/2023 Requested 08/14/2023 Requested and Promised Dates correspond to the date of arrival at the Ship-to Location. Line Total 4,000.00 Total 4,000.00 1 Purchase Order 617144 2 Purchase Order 617144 Proprietary and Confidential Contract Terms and Conditions Purchase Order Terms and Conditions Standard Purchase Order Terms & Conditions 1.Acceptance.By delivering the ordered goods or commencing performance under this Purchase Order,("Order")supplier agrees to the general terms,specifications,and conditions in or referenced by this document.If supplier and The City of San Luis Obispo ("City")have entered into a contract outside of this Order,the terms and conditions set forth in the contract shall prevail.Supplier's additional or different terms and conditions are expressly excluded from this Order and the City does not agree to such terms or conditions,unless such agreement is made expressly,in writing by the City's authorized representative,or a contract has been signed outside of this Order between the Supplier and The City. 2.Business License &Tax.Supplier must have a valid City of San Luis Obispo business tax certificate prior to the execution of the contract.Additional information regarding the City's business tax program may be obtained by calling (805)781-7134. 3.Abilityto Perform.Supplier warrants that it possesses,or has arranged through subcontracts,all capital and other equipment,labor,materials,and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal,state,county,city,and special district laws,ordinances,and regulations. 4.Warranties.Supplier warrants that all goods delivered will be free from defects in workmanship,material,and manufacture;are new (not refurbished or reconditioned)unless otherwise stated in this Order;are of merchantable quality and fit for the purpose intended by the City to the extent that purpose has been disclosed to Supplier;complies with the requirements of this Order;and complies with all applicable laws and regulations.Supplier also warrants that all services performed under this Order shall be rendered in a good and workmanlike manner by skilled personnel in compliance with all applicable laws and regulations. 5.Changes.No change or modification in terms may be made without express authorization,in writing by the City's authorized representative. 6.Delivery.Supplier agrees that time is of the essence to delivery and any other performance required under this Order.No charge for delivery,parcel post,packing,cartage,insurance,license fees, permits,or any other purpose will be paid by the City unless it is expressly included on the face of this Order.Supplier must arrange for the lowest-cost transportation and prepay and add freight to its invoice.If delivery is made by a carrier,an itemized delivery ticket must be attached to the outside of the package.Each container or package must be marked with the Order number. 7.Laws to be Observed.Supplier shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of San Luis Obispo ordinances,regulations and adopted codes during its performance of the work. 8.Paymentof Taxes.The contract prices shall include full compensation for all taxes that Supplier is required to pay. 9.Permits and Licenses.Supplier shall procure all permits and licenses,pay all charges and fees,and give all notices necessary. 10.Safety Provisions.Supplier shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety Public and Employee Safety.Whenever Supplier's operations create a condition hazardous to the public or City employees,it shall,at its expense and without cost to the City,furnish,erect and maintain such fences,temporary railings,barricades, lights,signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public and employees. 11.Preservation of City Property.Supplier shall provide and install suitable safeguards,approved by the City,to protect City property from injury or damage.If City property is injured or damaged as a result of Supplier's operations,it shall be replaced or restored at Supplier's expense.The facilities shall be replaced or restored to a condition as good as when the Supplier began work 12.ImmigrationAct of 1986.Supplier warrants on behalf of itself and all sub-suppliers engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. 13.Supplier Non-Discrimination.In the performance of this work,Supplier agrees that it will not engage in,nor permit such sub-suppliers as it may employ,to engage in discrimination in the employment of persons because of age,race,color,sex,national origin or ancestry,sexual orientation,or religion of such persons. 14.Work Delays.Should Supplier be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default,act,or omission of the City,or by strikes,fire,earthquake, or any other Act of God,or by the inability to obtain materials,equipment,or labor due to federal government restrictions arising out of defense or war programs,then the time of completion may,at the City's sole option,be extended for such periods as may be agreed upon by the City and the Supplier. 15.PaymentTerms.The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the services provided by Supplier (Net 30). 16.Inspection.Supplier shall furnish City with every reasonable opportunity for City to ascertain that the services of Supplier are being performed in accordance with the requirements and intentions of this contract.All work done and all materials furnished,if any,shall be subject to the City's inspection and approval.The inspection of such work shall not relieve Supplier of any of its obligations to fulfill its contract requirements. 17.Audit.The City shall have the option of inspecting and/or auditing all records and other written materials used by Supplier in preparing its invoices to City as a condition precedent to any payment to Supplier. 18.Interestsof Supplier.Supplier covenants that it presently has no interest,and shall not acquire any interest direct or indirect or otherwise,which would conflict in any manner or degree with the performance of the work hereunder.Supplier further covenants that,in the performance of this work,no sub-Supplier or person having such an interest shall be employed.Supplier certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City.It is hereby expressly agreed that,in the performance of the work hereunder,Supplier shall at all times be deemed an independent Supplier and not an agent or employee of the City. 19.Hold Harmless and Indemnification. (a)Non-design,non-construction Professional Services:To the fullest extent permitted by law (including,but not limited to California Civil Code Sections 2782 and 2782.8),Consultant shall indemnify, defend,and hold harmless the City,and its elected officials,officers,employees,volunteers,and agents ("City Indemnitees"),from and against any and all causes of action,claims,liabilities,obligations, judgments,or damages,including reasonable legal counsels'fees and costs of litigation ("claims"),arising out of the Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant,including the City's active or passive negligence,except for such loss or damage arising from the sole negligence or willful misconduct of the 3 Purchase Order 617144 Proprietary and Confidential City.In the event the City Indemnitees are made a party to any action,lawsuit,or other adversarial proceeding arising from Consultant's performance of this Agreement,the Consultant shall provide a defense to the City Indemnitees or at the City's option,reimburse the City Indemnitees their costs of defense,including reasonable legal fees,incurred in defense of such claims. (b)Non-design,construction Professional Services:To the extent the Scope of Services involve a "construction contract"as that phrase is used in Civil Code Section 2783,this paragraph shall apply in place of paragraph A.To the fullest extent permitted by law (including,but not limited to California Civil Code Sections 2782 and 2782.8),Consultant shall indemnify,defend,and hold harmless the City, and its elected officials,officers,employees,volunteers,and agents ("City Indemnitees"),from and against any and all causes of action,claims,liabilities,obligations,judgments,or damages,including reasonable legal counsels'fees and costs of litigation ("claims"),arising out of the Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant,except for such loss or damage arising from the active negligence,sole negligence or willful misconduct of the City.In the event the City Indemnitees are made a party to any action,lawsuit,or other adversarial proceeding arising from Consultant's performance of this Agreement,the Consultant shall provide a defense to the City Indemnitees or at the City's option,reimburse the City Indemnitees their costs of defense,including reasonable legal fees,incurred in defense of such claims. (c)Design Professional Services:In the event Consultant is a "design professional",and the Scope of Services require Consultant to provide "design professional services"as those phrases are used in Civil Code Section 2782.8,this paragraph shall apply in place of paragraphs A or B.To the fullest extent permitted by law (including,but not limited to California Civil Code Sections 2782 and 2782.8) Consultant shall indemnify,defend and hold harmless the City and its elected officials,officers,employees,volunteers and agents ("City Indemnitees"),from and against all claims,damages,injuries, losses,and expenses including costs,attorney fees,expert consultant and expert witness fees arising out of,pertaining to or relating to,the negligence,recklessness or willful misconduct of Consultant, except to the extent caused by the sole negligence,active negligence or willful misconduct of the City.Negligence,recklessness or willful misconduct of any subcontractor employed by Consultant shall be conclusively deemed to be the negligence,recklessness or willful misconduct of Consultant unless adequately corrected by Consultant.In the event the City Indemnitees are made a party to any action, lawsuit,or other adversarial proceeding arising from Consultant's performance of this Agreement,the Consultant shall provide a defense to the City Indemnitees or at the City's option,reimburse the City Indemnitees their costs of defense,including reasonable legal fees,incurred in defense of such claims.In no event shall the cost to defend charged to Consultant under this paragraph exceed Consultant's proportionate percentage of fault.However,notwithstanding the previous sentence,in the event one or more defendants are unable to pay its share of defense costs due to bankruptcy or dissolution of the business,Consultant shall meet and confer with other parties regarding unpaid defense costs. (d)The review,acceptance or approval of the Consultant's work or work product by any indemnified party shall not affect,relieve or reduce the Consultant's indemnification or defense obligations.This Section survives completion of the services or the termination of this contract.The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance. 20.Contract Assignment.Supplier shall not assign,transfer,convey or otherwise dispose of the contract,or its right,title or interest,or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. 21.Termination for Convenience.The City may terminate all or part of this Agreement for any or no reason at any time by giving 30 days written notice to Contractor.Should the City terminate this Agreement for convenience,the City shall be liable as follows:(a)for standard or off-the-shelf products,a reasonable restocking charge not to exceed ten (10)percent of the total purchase price;(b)for custom products,the less of a reasonable price for the raw materials,components work in progress and any finished units on hand or the price per unit reflected on this Agreement.For termination of any services pursuant to this Agreement,the City's liability will be the lesser of a reasonable price for the services rendered prior to termination,or the price for the services reflected on this Agreement.Upon termination notice from the City,Contractor must,unless otherwise directed,cease work and follow the City's directions as to work in progress and finished goods. 22.Termination.If during the term of the contract,the City determines that the Contractor is not faithfully abiding by any term or condition contained herein,the City may notify the Contractor in writing of such defect or failure to perform.This notice must give the Contractor a 10 (ten)calendar day notice of time thereafter in which to perform said work or cure the deficiency.If the Contractor has not performed the work or cured the deficiency within the ten days specified in the notice,such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to the Contractor to said effect.Thereafter,neither party shall have any further duties,obligations,responsibilities,or rights under the contract except,however,any and all obligations of the Contractor's surety shall remain in full force and effect,and shall not be extinguished,reduced,or in any manner waived by the terminations thereof.In said event,the Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City's Notice of Termination,minus any offset from such payment representing the City's damages from such breach."Reasonable value"includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by the Contractor as may be set forth in the Agreement payment schedule;compensation for any other work,services or goods performed or provided by the Contractor shall be based solely on the City's assessment of the value of the work-in-progress in completing the overall work scope.The City reserves the right to delay any such payment until completion or confirmed abandonment of the project,as may be determined in the City's sole discretion,so as to permit a full and complete accounting of costs.In no event,however,shall the Contractor be entitled to receive in excess of the compensation quoted in its proposal. 23.Ownership of Materials.All original drawings,plan documents and other materials prepared by or in possession of Supplier as part of the work or services under these specifications shall become the permanent property of the City,and shall be delivered to the City upon demand. 24.Release of Reports and Information.Any reports,information,data,or other material is given to,prepared by or assembled by Supplier as part of the work or services under these specifications shall be the property of City,and shall not be made available to any individual or organization by Supplier without the prior written approval of the City. 25.Copies of Reports and Information.If the City requests additional copies of reports,drawings,specifications,or any other material in addition to what Supplier is required to furnish in limited quantities as part of the work or services under these specifications,Supplier shall provide such additional copies as are requested,and City shall compensate Supplier for the costs of duplicating of such copies at the Supplier's direct expense. 26.Insurance.Supplier shall procure and maintain for the duration of the Order insurance that is sufficient in scope and amount to permit Supplier to pay in the ordinary course of business against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by Supplier,its agents,representatives,employees or sub-contractors. Supplier will maintain Workers Compensation insurance at statutory levels covering all employees who perform work under this Order. Additional Public Works Construction Purchase Order Terms & Conditions 1.Compensation for Authorized Additional Expenses.To receive compensation for additional expenses outside the scope of the project work,the Supplier shall obtain prior written authoriza-tion from the City to incur those expenses.Compensa-tion for these addition-al expenses shall include time and materials. 2.Payment Terms.The supplier may request one progress payment each month for work satisfactorily completed and accepted by the City.The City shall issue payment within 30 days.The City shall withhold 10 percent of each progress payment as retention to ensure resolution of any stop notices or liens.The City shall release this retention 35 days after filing a notice of completion. 3.Faithful Performance Bond.The supplier shall furnish a surety bond in the amount of 125 percent of the contract price guaranteeing the faithful performance of the contract,including any attorney's fees or other collection costs. 4.Work in the Right-of-Way or on City Property.For work on City managed property,the supplier/consultant shall obtain a no-fee encroachment permit.A Traffic Control Plan and Water Pollution Control Plan shall be submitted and approved prior to issuance of the permit unless determined by the City not to be required. 5.Prevailing Wage.The supplier and any subcontractors are required to pay prevailing wage and must be registered with the Department of Industrial Relations pursuant to Section 1725.5 of the Labor Code. 6.Insurance.The supplier shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or dam-ages to property which may arise from or in connection with the performance of the work hereunder by the supplier,its agents,representatives,employees or subs. Minimum Scope of Insurance.Coverage shall be at least as broad as: 4 Purchase Order 617144 Proprietary and Confidential a.Insurance Services Office Commercial General Liability coverage (occurrence form CG 20 10 Prior to 1993 or CG 20 10 07 04 with CG 20 37 10 01 or the exact equivalent as determined by the City). b.Insurance Services Office form number CA 0001 (Ed.1/87)covering Automobile Liability,code 1 (any auto). c.Workers'Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance.The supplier shall maintain limits no less than: a.General Liability:$1,000,000 per occurrence for bodily injury,personal injury and property damage.If Commercial General Liability or other forms with a general aggregate limit is used,either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. b.Automobile Liability:$1,000,000 per accident for bodily injury and property damage. c.Employer's Liability:$1,000,000 per accident for bodily injury or disease. d.Deductibles and Self-Insured Retentions.Any deductibles or self-insured retentions must be declared to and approved by the City.At the option of the City,either:the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City,its officers,officials,employees,and volunteers;or the supplier shall procure a bond guaranteeing payment of losses and related investigations,claim administration and defense expenses. Other Insurance Provisions.The general liability and automobile liability policies are to contain,or be endorsed to contain,the following provi-sions: a.The City,its officers,officials,employees,agents,and volunteers are to be covered as insureds as respects:liability arising out of activities performed by or on behalf of the supplier;products and completed operations of the supplier;premises owned,occupied or used by the supplier;or automobiles owned leased,hired or borrowed by the supplier.The coverage shall contain no special limitations on the scope of protection afforded to the City,its officers,officials,employees,agents or volunteers. b.For any claims related to this project,the supplier's insurance coverage shall be primary insurance as respects the City,its officers,officials,employees,agents,and volunteers.Any insur-ance or self- insurance maintained by the City,its officers,offi-cials,employees,agents or volunteers shall be excess of the supplier's insurance and shall not contribute with it. c.Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City,its officers,officials,employees,agents or volunteers. d.The supplier's insurance shall apply separately to each insured against whom claim is made or suit is brought,except with respect to the limits of the insurer's liability. e.Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended,voided,canceled by either party,reduced in coverage or in limits except after thirty (30)days' prior written notice by certified mail,return receipt requested,has been given to the City. Acceptability of Insurers.Insurance is to be placed with insurers with a current A.M.Best's rating of no less than A:VII. Verification of Coverage.The supplier shall furnish the City with a certificate of insurance showing required coverage.Original endorse-ments affecting general liability and automobile liability coverage are also required by this clause.The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf.All endorsements are to be received and approved by the City before work commences. Subcontractors.The supplier shall include all subcontractors as insured under its policies or shall furnish separate certifi-cates and endorsements for each subcontractor.All coverages for subcontractors shall be subject to all of the requirements stated herein. 5 Purchase Order 617815 Order Date 17-OCT-2023 Change Order 0 Change Order Date 17-OCT-2023 Revision 0 Ordered 10,034.65 USD INCLUDE PURCHASE ORDER NUMBER ON ALL INVOICES & CORRESPONDENCE SEND ALL INVOICES TO AP@SLOCITY.ORG INCLUDE DELIVER TO CITY STAFF CONTACT NAME ON ALL INVOICES Sold To City of San Luis Obispo 990 Palm Street SAN LUIS OBISPO, CA 93401 Supplier Granicus LLC 408 St Peter St Ste 600 SAINT PAUL , MN 55102 Bill To City of San Luis Obispo 990 Palm Street SAN LUIS OBISPO, CA 93401SAN LUIS OBISPO UNITED STATES Ship To 990 Palm Street SAN LUIS OBISPO, CA 93401SAN LUIS OBISPO UNITED STATES Notes USD = US Dollar Granicus - govAccess - Maintenance, Hosting, & Licensing Fee (01/15/2024-01/14/2025) Customer Account Number Supplier Number Payment Terms Freight Terms FOB Shipping Method 220755 Net 30 Destination Confirm To Deliver To Contact Daniel Clancy Rebecca Cox Phone 1-805-781-7510 Line Item Price Quantity UOM Ordered Taxable 1 Granicus - govAccess - Maintenance, Hosting, & Licensing Fee (01/15/2024- 01/14/2025) 10,034.65 Promised 10,034.65 10/22/2023 Requested 10/22/2023 Requested and Promised Dates correspond to the date of arrival at the Ship-to Location. Line Total 10,034.65 Total 10,034.65 1 Purchase Order 617815 2 Purchase Order 617815 Proprietary and Confidential Contract Terms and Conditions Purchase Order Terms and Conditions Standard Purchase Order Terms & Conditions 1.Acceptance.By delivering the ordered goods or commencing performance under this Purchase Order,("Order")supplier agrees to the general terms,specifications,and conditions in or referenced by this document.If supplier and The City of San Luis Obispo ("City")have entered into a contract outside of this Order,the terms and conditions set forth in the contract shall prevail.Supplier's additional or different terms and conditions are expressly excluded from this Order and the City does not agree to such terms or conditions,unless such agreement is made expressly,in writing by the City's authorized representative,or a contract has been signed outside of this Order between the Supplier and The City. 2.Business License &Tax.Supplier must have a valid City of San Luis Obispo business tax certificate prior to the execution of the contract.Additional information regarding the City's business tax program may be obtained by calling (805)781-7134. 3.Abilityto Perform.Supplier warrants that it possesses,or has arranged through subcontracts,all capital and other equipment,labor,materials,and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal,state,county,city,and special district laws,ordinances,and regulations. 4.Warranties.Supplier warrants that all goods delivered will be free from defects in workmanship,material,and manufacture;are new (not refurbished or reconditioned)unless otherwise stated in this Order;are of merchantable quality and fit for the purpose intended by the City to the extent that purpose has been disclosed to Supplier;complies with the requirements of this Order;and complies with all applicable laws and regulations.Supplier also warrants that all services performed under this Order shall be rendered in a good and workmanlike manner by skilled personnel in compliance with all applicable laws and regulations. 5.Changes.No change or modification in terms may be made without express authorization,in writing by the City's authorized representative. 6.Delivery.Supplier agrees that time is of the essence to delivery and any other performance required under this Order.No charge for delivery,parcel post,packing,cartage,insurance,license fees, permits,or any other purpose will be paid by the City unless it is expressly included on the face of this Order.Supplier must arrange for the lowest-cost transportation and prepay and add freight to its invoice.If delivery is made by a carrier,an itemized delivery ticket must be attached to the outside of the package.Each container or package must be marked with the Order number. 7.Laws to be Observed.Supplier shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of San Luis Obispo ordinances,regulations and adopted codes during its performance of the work. 8.Paymentof Taxes.The contract prices shall include full compensation for all taxes that Supplier is required to pay. 9.Permits and Licenses.Supplier shall procure all permits and licenses,pay all charges and fees,and give all notices necessary. 10.Safety Provisions.Supplier shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety Public and Employee Safety.Whenever Supplier's operations create a condition hazardous to the public or City employees,it shall,at its expense and without cost to the City,furnish,erect and maintain such fences,temporary railings,barricades, lights,signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public and employees. 11.Preservation of City Property.Supplier shall provide and install suitable safeguards,approved by the City,to protect City property from injury or damage.If City property is injured or damaged as a result of Supplier's operations,it shall be replaced or restored at Supplier's expense.The facilities shall be replaced or restored to a condition as good as when the Supplier began work 12.ImmigrationAct of 1986.Supplier warrants on behalf of itself and all sub-suppliers engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. 13.Supplier Non-Discrimination.In the performance of this work,Supplier agrees that it will not engage in,nor permit such sub-suppliers as it may employ,to engage in discrimination in the employment of persons because of age,race,color,sex,national origin or ancestry,sexual orientation,or religion of such persons. 14.Work Delays.Should Supplier be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default,act,or omission of the City,or by strikes,fire,earthquake, or any other Act of God,or by the inability to obtain materials,equipment,or labor due to federal government restrictions arising out of defense or war programs,then the time of completion may,at the City's sole option,be extended for such periods as may be agreed upon by the City and the Supplier. 15.PaymentTerms.The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the services provided by Supplier (Net 30). 16.Inspection.Supplier shall furnish City with every reasonable opportunity for City to ascertain that the services of Supplier are being performed in accordance with the requirements and intentions of this contract.All work done and all materials furnished,if any,shall be subject to the City's inspection and approval.The inspection of such work shall not relieve Supplier of any of its obligations to fulfill its contract requirements. 17.Audit.The City shall have the option of inspecting and/or auditing all records and other written materials used by Supplier in preparing its invoices to City as a condition precedent to any payment to Supplier. 18.Interestsof Supplier.Supplier covenants that it presently has no interest,and shall not acquire any interest direct or indirect or otherwise,which would conflict in any manner or degree with the performance of the work hereunder.Supplier further covenants that,in the performance of this work,no sub-Supplier or person having such an interest shall be employed.Supplier certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City.It is hereby expressly agreed that,in the performance of the work hereunder,Supplier shall at all times be deemed an independent Supplier and not an agent or employee of the City. 19.Hold Harmless and Indemnification. (a)Non-design,non-construction Professional Services:To the fullest extent permitted by law (including,but not limited to California Civil Code Sections 2782 and 2782.8),Consultant shall indemnify, defend,and hold harmless the City,and its elected officials,officers,employees,volunteers,and agents ("City Indemnitees"),from and against any and all causes of action,claims,liabilities,obligations, judgments,or damages,including reasonable legal counsels'fees and costs of litigation ("claims"),arising out of the Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant,including the City's active or passive negligence,except for such loss or damage arising from the sole negligence or willful misconduct of the 3 Purchase Order 617815 Proprietary and Confidential City.In the event the City Indemnitees are made a party to any action,lawsuit,or other adversarial proceeding arising from Consultant's performance of this Agreement,the Consultant shall provide a defense to the City Indemnitees or at the City's option,reimburse the City Indemnitees their costs of defense,including reasonable legal fees,incurred in defense of such claims. (b)Non-design,construction Professional Services:To the extent the Scope of Services involve a "construction contract"as that phrase is used in Civil Code Section 2783,this paragraph shall apply in place of paragraph A.To the fullest extent permitted by law (including,but not limited to California Civil Code Sections 2782 and 2782.8),Consultant shall indemnify,defend,and hold harmless the City, and its elected officials,officers,employees,volunteers,and agents ("City Indemnitees"),from and against any and all causes of action,claims,liabilities,obligations,judgments,or damages,including reasonable legal counsels'fees and costs of litigation ("claims"),arising out of the Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant,except for such loss or damage arising from the active negligence,sole negligence or willful misconduct of the City.In the event the City Indemnitees are made a party to any action,lawsuit,or other adversarial proceeding arising from Consultant's performance of this Agreement,the Consultant shall provide a defense to the City Indemnitees or at the City's option,reimburse the City Indemnitees their costs of defense,including reasonable legal fees,incurred in defense of such claims. (c)Design Professional Services:In the event Consultant is a "design professional",and the Scope of Services require Consultant to provide "design professional services"as those phrases are used in Civil Code Section 2782.8,this paragraph shall apply in place of paragraphs A or B.To the fullest extent permitted by law (including,but not limited to California Civil Code Sections 2782 and 2782.8) Consultant shall indemnify,defend and hold harmless the City and its elected officials,officers,employees,volunteers and agents ("City Indemnitees"),from and against all claims,damages,injuries, losses,and expenses including costs,attorney fees,expert consultant and expert witness fees arising out of,pertaining to or relating to,the negligence,recklessness or willful misconduct of Consultant, except to the extent caused by the sole negligence,active negligence or willful misconduct of the City.Negligence,recklessness or willful misconduct of any subcontractor employed by Consultant shall be conclusively deemed to be the negligence,recklessness or willful misconduct of Consultant unless adequately corrected by Consultant.In the event the City Indemnitees are made a party to any action, lawsuit,or other adversarial proceeding arising from Consultant's performance of this Agreement,the Consultant shall provide a defense to the City Indemnitees or at the City's option,reimburse the City Indemnitees their costs of defense,including reasonable legal fees,incurred in defense of such claims.In no event shall the cost to defend charged to Consultant under this paragraph exceed Consultant's proportionate percentage of fault.However,notwithstanding the previous sentence,in the event one or more defendants are unable to pay its share of defense costs due to bankruptcy or dissolution of the business,Consultant shall meet and confer with other parties regarding unpaid defense costs. (d)The review,acceptance or approval of the Consultant's work or work product by any indemnified party shall not affect,relieve or reduce the Consultant's indemnification or defense obligations.This Section survives completion of the services or the termination of this contract.The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance. 20.Contract Assignment.Supplier shall not assign,transfer,convey or otherwise dispose of the contract,or its right,title or interest,or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. 21.Termination for Convenience.The City may terminate all or part of this Agreement for any or no reason at any time by giving 30 days written notice to Contractor.Should the City terminate this Agreement for convenience,the City shall be liable as follows:(a)for standard or off-the-shelf products,a reasonable restocking charge not to exceed ten (10)percent of the total purchase price;(b)for custom products,the less of a reasonable price for the raw materials,components work in progress and any finished units on hand or the price per unit reflected on this Agreement.For termination of any services pursuant to this Agreement,the City's liability will be the lesser of a reasonable price for the services rendered prior to termination,or the price for the services reflected on this Agreement.Upon termination notice from the City,Contractor must,unless otherwise directed,cease work and follow the City's directions as to work in progress and finished goods. 22.Termination.If during the term of the contract,the City determines that the Contractor is not faithfully abiding by any term or condition contained herein,the City may notify the Contractor in writing of such defect or failure to perform.This notice must give the Contractor a 10 (ten)calendar day notice of time thereafter in which to perform said work or cure the deficiency.If the Contractor has not performed the work or cured the deficiency within the ten days specified in the notice,such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to the Contractor to said effect.Thereafter,neither party shall have any further duties,obligations,responsibilities,or rights under the contract except,however,any and all obligations of the Contractor's surety shall remain in full force and effect,and shall not be extinguished,reduced,or in any manner waived by the terminations thereof.In said event,the Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City's Notice of Termination,minus any offset from such payment representing the City's damages from such breach."Reasonable value"includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by the Contractor as may be set forth in the Agreement payment schedule;compensation for any other work,services or goods performed or provided by the Contractor shall be based solely on the City's assessment of the value of the work-in-progress in completing the overall work scope.The City reserves the right to delay any such payment until completion or confirmed abandonment of the project,as may be determined in the City's sole discretion,so as to permit a full and complete accounting of costs.In no event,however,shall the Contractor be entitled to receive in excess of the compensation quoted in its proposal. 23.Ownership of Materials.All original drawings,plan documents and other materials prepared by or in possession of Supplier as part of the work or services under these specifications shall become the permanent property of the City,and shall be delivered to the City upon demand. 24.Release of Reports and Information.Any reports,information,data,or other material is given to,prepared by or assembled by Supplier as part of the work or services under these specifications shall be the property of City,and shall not be made available to any individual or organization by Supplier without the prior written approval of the City. 25.Copies of Reports and Information.If the City requests additional copies of reports,drawings,specifications,or any other material in addition to what Supplier is required to furnish in limited quantities as part of the work or services under these specifications,Supplier shall provide such additional copies as are requested,and City shall compensate Supplier for the costs of duplicating of such copies at the Supplier's direct expense. 26.Insurance.Supplier shall procure and maintain for the duration of the Order insurance that is sufficient in scope and amount to permit Supplier to pay in the ordinary course of business against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by Supplier,its agents,representatives,employees or sub-contractors. Supplier will maintain Workers Compensation insurance at statutory levels covering all employees who perform work under this Order. Additional Public Works Construction Purchase Order Terms & Conditions 1.Compensation for Authorized Additional Expenses.To receive compensation for additional expenses outside the scope of the project work,the Supplier shall obtain prior written authoriza-tion from the City to incur those expenses.Compensa-tion for these addition-al expenses shall include time and materials. 2.Payment Terms.The supplier may request one progress payment each month for work satisfactorily completed and accepted by the City.The City shall issue payment within 30 days.The City shall withhold 10 percent of each progress payment as retention to ensure resolution of any stop notices or liens.The City shall release this retention 35 days after filing a notice of completion. 3.Faithful Performance Bond.The supplier shall furnish a surety bond in the amount of 125 percent of the contract price guaranteeing the faithful performance of the contract,including any attorney's fees or other collection costs. 4.Work in the Right-of-Way or on City Property.For work on City managed property,the supplier/consultant shall obtain a no-fee encroachment permit.A Traffic Control Plan and Water Pollution Control Plan shall be submitted and approved prior to issuance of the permit unless determined by the City not to be required. 5.Prevailing Wage.The supplier and any subcontractors are required to pay prevailing wage and must be registered with the Department of Industrial Relations pursuant to Section 1725.5 of the Labor Code. 6.Insurance.The supplier shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or dam-ages to property which may arise from or in connection with the performance of the work hereunder by the supplier,its agents,representatives,employees or subs. Minimum Scope of Insurance.Coverage shall be at least as broad as: 4 Purchase Order 617815 Proprietary and Confidential a.Insurance Services Office Commercial General Liability coverage (occurrence form CG 20 10 Prior to 1993 or CG 20 10 07 04 with CG 20 37 10 01 or the exact equivalent as determined by the City). b.Insurance Services Office form number CA 0001 (Ed.1/87)covering Automobile Liability,code 1 (any auto). c.Workers'Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance.The supplier shall maintain limits no less than: a.General Liability:$1,000,000 per occurrence for bodily injury,personal injury and property damage.If Commercial General Liability or other forms with a general aggregate limit is used,either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. b.Automobile Liability:$1,000,000 per accident for bodily injury and property damage. c.Employer's Liability:$1,000,000 per accident for bodily injury or disease. d.Deductibles and Self-Insured Retentions.Any deductibles or self-insured retentions must be declared to and approved by the City.At the option of the City,either:the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City,its officers,officials,employees,and volunteers;or the supplier shall procure a bond guaranteeing payment of losses and related investigations,claim administration and defense expenses. Other Insurance Provisions.The general liability and automobile liability policies are to contain,or be endorsed to contain,the following provi-sions: a.The City,its officers,officials,employees,agents,and volunteers are to be covered as insureds as respects:liability arising out of activities performed by or on behalf of the supplier;products and completed operations of the supplier;premises owned,occupied or used by the supplier;or automobiles owned leased,hired or borrowed by the supplier.The coverage shall contain no special limitations on the scope of protection afforded to the City,its officers,officials,employees,agents or volunteers. b.For any claims related to this project,the supplier's insurance coverage shall be primary insurance as respects the City,its officers,officials,employees,agents,and volunteers.Any insur-ance or self- insurance maintained by the City,its officers,offi-cials,employees,agents or volunteers shall be excess of the supplier's insurance and shall not contribute with it. c.Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City,its officers,officials,employees,agents or volunteers. d.The supplier's insurance shall apply separately to each insured against whom claim is made or suit is brought,except with respect to the limits of the insurer's liability. e.Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended,voided,canceled by either party,reduced in coverage or in limits except after thirty (30)days' prior written notice by certified mail,return receipt requested,has been given to the City. Acceptability of Insurers.Insurance is to be placed with insurers with a current A.M.Best's rating of no less than A:VII. Verification of Coverage.The supplier shall furnish the City with a certificate of insurance showing required coverage.Original endorse-ments affecting general liability and automobile liability coverage are also required by this clause.The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf.All endorsements are to be received and approved by the City before work commences. Subcontractors.The supplier shall include all subcontractors as insured under its policies or shall furnish separate certifi-cates and endorsements for each subcontractor.All coverages for subcontractors shall be subject to all of the requirements stated herein. 5 Purchase Order 618272 Order Date 07-DEC-2023 Change Order 0 Change Order Date 07-DEC-2023 Revision 0 Ordered 5,145.00 USD INCLUDE PURCHASE ORDER NUMBER ON ALL INVOICES & CORRESPONDENCE SEND ALL INVOICES TO AP@SLOCITY.ORG INCLUDE DELIVER TO CITY STAFF CONTACT NAME ON ALL INVOICES Sold To City of San Luis Obispo 990 Palm Street SAN LUIS OBISPO, CA 93401 Supplier Monsido, LLC PO Box 3330 DURHAM, NC 27702DURHAM Bill To City of San Luis Obispo 990 Palm Street SAN LUIS OBISPO, CA 93401SAN LUIS OBISPO UNITED STATES Ship To 990 Palm Street SAN LUIS OBISPO, CA 93401SAN LUIS OBISPO UNITED STATES Notes USD = US Dollar Invoice - Monsido - ADA Compliance Software Customer Account Number Supplier Number Payment Terms Freight Terms FOB Shipping Method 11588 Net 30 Destination Confirm To Deliver To Contact Daniel Clancy Rebecca Cox Phone 1-805-781-7510 Line Item Price Quantity UOM Ordered Taxable 1 Monsido - ADA Compliance Software 5,145.00 Promised 5,145.00 12/13/2023 Requested 12/13/2023 Requested and Promised Dates correspond to the date of arrival at the Ship-to Location. Line Total 5,145.00 Total 5,145.00 1 Purchase Order 618272 2 Purchase Order 618272 Proprietary and Confidential Contract Terms and Conditions Purchase Order Terms and Conditions Standard Purchase Order Terms & Conditions 1.Acceptance.By delivering the ordered goods or commencing performance under this Purchase Order,("Order")supplier agrees to the general terms,specifications,and conditions in or referenced by this document.If supplier and The City of San Luis Obispo ("City")have entered into a contract outside of this Order,the terms and conditions set forth in the contract shall prevail.Supplier's additional or different terms and conditions are expressly excluded from this Order and the City does not agree to such terms or conditions,unless such agreement is made expressly,in writing by the City's authorized representative,or a contract has been signed outside of this Order between the Supplier and The City. 2.Business License &Tax.Supplier must have a valid City of San Luis Obispo business tax certificate prior to the execution of the contract.Additional information regarding the City's business tax program may be obtained by calling (805)781-7134. 3.Abilityto Perform.Supplier warrants that it possesses,or has arranged through subcontracts,all capital and other equipment,labor,materials,and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal,state,county,city,and special district laws,ordinances,and regulations. 4.Warranties.Supplier warrants that all goods delivered will be free from defects in workmanship,material,and manufacture;are new (not refurbished or reconditioned)unless otherwise stated in this Order;are of merchantable quality and fit for the purpose intended by the City to the extent that purpose has been disclosed to Supplier;complies with the requirements of this Order;and complies with all applicable laws and regulations.Supplier also warrants that all services performed under this Order shall be rendered in a good and workmanlike manner by skilled personnel in compliance with all applicable laws and regulations. 5.Changes.No change or modification in terms may be made without express authorization,in writing by the City's authorized representative. 6.Delivery.Supplier agrees that time is of the essence to delivery and any other performance required under this Order.No charge for delivery,parcel post,packing,cartage,insurance,license fees, permits,or any other purpose will be paid by the City unless it is expressly included on the face of this Order.Supplier must arrange for the lowest-cost transportation and prepay and add freight to its invoice.If delivery is made by a carrier,an itemized delivery ticket must be attached to the outside of the package.Each container or package must be marked with the Order number. 7.Laws to be Observed.Supplier shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of San Luis Obispo ordinances,regulations and adopted codes during its performance of the work. 8.Paymentof Taxes.The contract prices shall include full compensation for all taxes that Supplier is required to pay. 9.Permits and Licenses.Supplier shall procure all permits and licenses,pay all charges and fees,and give all notices necessary. 10.Safety Provisions.Supplier shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety Public and Employee Safety.Whenever Supplier's operations create a condition hazardous to the public or City employees,it shall,at its expense and without cost to the City,furnish,erect and maintain such fences,temporary railings,barricades, lights,signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public and employees. 11.Preservation of City Property.Supplier shall provide and install suitable safeguards,approved by the City,to protect City property from injury or damage.If City property is injured or damaged as a result of Supplier's operations,it shall be replaced or restored at Supplier's expense.The facilities shall be replaced or restored to a condition as good as when the Supplier began work 12.ImmigrationAct of 1986.Supplier warrants on behalf of itself and all sub-suppliers engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. 13.Supplier Non-Discrimination.In the performance of this work,Supplier agrees that it will not engage in,nor permit such sub-suppliers as it may employ,to engage in discrimination in the employment of persons because of age,race,color,sex,national origin or ancestry,sexual orientation,or religion of such persons. 14.Work Delays.Should Supplier be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default,act,or omission of the City,or by strikes,fire,earthquake, or any other Act of God,or by the inability to obtain materials,equipment,or labor due to federal government restrictions arising out of defense or war programs,then the time of completion may,at the City's sole option,be extended for such periods as may be agreed upon by the City and the Supplier. 15.PaymentTerms.The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the services provided by Supplier (Net 30). 16.Inspection.Supplier shall furnish City with every reasonable opportunity for City to ascertain that the services of Supplier are being performed in accordance with the requirements and intentions of this contract.All work done and all materials furnished,if any,shall be subject to the City's inspection and approval.The inspection of such work shall not relieve Supplier of any of its obligations to fulfill its contract requirements. 17.Audit.The City shall have the option of inspecting and/or auditing all records and other written materials used by Supplier in preparing its invoices to City as a condition precedent to any payment to Supplier. 18.Interestsof Supplier.Supplier covenants that it presently has no interest,and shall not acquire any interest direct or indirect or otherwise,which would conflict in any manner or degree with the performance of the work hereunder.Supplier further covenants that,in the performance of this work,no sub-Supplier or person having such an interest shall be employed.Supplier certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City.It is hereby expressly agreed that,in the performance of the work hereunder,Supplier shall at all times be deemed an independent Supplier and not an agent or employee of the City. 19.Hold Harmless and Indemnification. (a)Non-design,non-construction Professional Services:To the fullest extent permitted by law (including,but not limited to California Civil Code Sections 2782 and 2782.8),Consultant shall indemnify, defend,and hold harmless the City,and its elected officials,officers,employees,volunteers,and agents ("City Indemnitees"),from and against any and all causes of action,claims,liabilities,obligations, judgments,or damages,including reasonable legal counsels'fees and costs of litigation ("claims"),arising out of the Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant,including the City's active or passive negligence,except for such loss or damage arising from the sole negligence or willful misconduct of the 3 Purchase Order 618272 Proprietary and Confidential City.In the event the City Indemnitees are made a party to any action,lawsuit,or other adversarial proceeding arising from Consultant's performance of this Agreement,the Consultant shall provide a defense to the City Indemnitees or at the City's option,reimburse the City Indemnitees their costs of defense,including reasonable legal fees,incurred in defense of such claims. (b)Non-design,construction Professional Services:To the extent the Scope of Services involve a "construction contract"as that phrase is used in Civil Code Section 2783,this paragraph shall apply in place of paragraph A.To the fullest extent permitted by law (including,but not limited to California Civil Code Sections 2782 and 2782.8),Consultant shall indemnify,defend,and hold harmless the City, and its elected officials,officers,employees,volunteers,and agents ("City Indemnitees"),from and against any and all causes of action,claims,liabilities,obligations,judgments,or damages,including reasonable legal counsels'fees and costs of litigation ("claims"),arising out of the Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant,except for such loss or damage arising from the active negligence,sole negligence or willful misconduct of the City.In the event the City Indemnitees are made a party to any action,lawsuit,or other adversarial proceeding arising from Consultant's performance of this Agreement,the Consultant shall provide a defense to the City Indemnitees or at the City's option,reimburse the City Indemnitees their costs of defense,including reasonable legal fees,incurred in defense of such claims. (c)Design Professional Services:In the event Consultant is a "design professional",and the Scope of Services require Consultant to provide "design professional services"as those phrases are used in Civil Code Section 2782.8,this paragraph shall apply in place of paragraphs A or B.To the fullest extent permitted by law (including,but not limited to California Civil Code Sections 2782 and 2782.8) Consultant shall indemnify,defend and hold harmless the City and its elected officials,officers,employees,volunteers and agents ("City Indemnitees"),from and against all claims,damages,injuries, losses,and expenses including costs,attorney fees,expert consultant and expert witness fees arising out of,pertaining to or relating to,the negligence,recklessness or willful misconduct of Consultant, except to the extent caused by the sole negligence,active negligence or willful misconduct of the City.Negligence,recklessness or willful misconduct of any subcontractor employed by Consultant shall be conclusively deemed to be the negligence,recklessness or willful misconduct of Consultant unless adequately corrected by Consultant.In the event the City Indemnitees are made a party to any action, lawsuit,or other adversarial proceeding arising from Consultant's performance of this Agreement,the Consultant shall provide a defense to the City Indemnitees or at the City's option,reimburse the City Indemnitees their costs of defense,including reasonable legal fees,incurred in defense of such claims.In no event shall the cost to defend charged to Consultant under this paragraph exceed Consultant's proportionate percentage of fault.However,notwithstanding the previous sentence,in the event one or more defendants are unable to pay its share of defense costs due to bankruptcy or dissolution of the business,Consultant shall meet and confer with other parties regarding unpaid defense costs. (d)The review,acceptance or approval of the Consultant's work or work product by any indemnified party shall not affect,relieve or reduce the Consultant's indemnification or defense obligations.This Section survives completion of the services or the termination of this contract.The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance. 20.Contract Assignment.Supplier shall not assign,transfer,convey or otherwise dispose of the contract,or its right,title or interest,or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. 21.Termination for Convenience.The City may terminate all or part of this Agreement for any or no reason at any time by giving 30 days written notice to Contractor.Should the City terminate this Agreement for convenience,the City shall be liable as follows:(a)for standard or off-the-shelf products,a reasonable restocking charge not to exceed ten (10)percent of the total purchase price;(b)for custom products,the less of a reasonable price for the raw materials,components work in progress and any finished units on hand or the price per unit reflected on this Agreement.For termination of any services pursuant to this Agreement,the City's liability will be the lesser of a reasonable price for the services rendered prior to termination,or the price for the services reflected on this Agreement.Upon termination notice from the City,Contractor must,unless otherwise directed,cease work and follow the City's directions as to work in progress and finished goods. 22.Termination.If during the term of the contract,the City determines that the Contractor is not faithfully abiding by any term or condition contained herein,the City may notify the Contractor in writing of such defect or failure to perform.This notice must give the Contractor a 10 (ten)calendar day notice of time thereafter in which to perform said work or cure the deficiency.If the Contractor has not performed the work or cured the deficiency within the ten days specified in the notice,such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to the Contractor to said effect.Thereafter,neither party shall have any further duties,obligations,responsibilities,or rights under the contract except,however,any and all obligations of the Contractor's surety shall remain in full force and effect,and shall not be extinguished,reduced,or in any manner waived by the terminations thereof.In said event,the Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City's Notice of Termination,minus any offset from such payment representing the City's damages from such breach."Reasonable value"includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by the Contractor as may be set forth in the Agreement payment schedule;compensation for any other work,services or goods performed or provided by the Contractor shall be based solely on the City's assessment of the value of the work-in-progress in completing the overall work scope.The City reserves the right to delay any such payment until completion or confirmed abandonment of the project,as may be determined in the City's sole discretion,so as to permit a full and complete accounting of costs.In no event,however,shall the Contractor be entitled to receive in excess of the compensation quoted in its proposal. 23.Ownership of Materials.All original drawings,plan documents and other materials prepared by or in possession of Supplier as part of the work or services under these specifications shall become the permanent property of the City,and shall be delivered to the City upon demand. 24.Release of Reports and Information.Any reports,information,data,or other material is given to,prepared by or assembled by Supplier as part of the work or services under these specifications shall be the property of City,and shall not be made available to any individual or organization by Supplier without the prior written approval of the City. 25.Copies of Reports and Information.If the City requests additional copies of reports,drawings,specifications,or any other material in addition to what Supplier is required to furnish in limited quantities as part of the work or services under these specifications,Supplier shall provide such additional copies as are requested,and City shall compensate Supplier for the costs of duplicating of such copies at the Supplier's direct expense. 26.Insurance.Supplier shall procure and maintain for the duration of the Order insurance that is sufficient in scope and amount to permit Supplier to pay in the ordinary course of business against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by Supplier,its agents,representatives,employees or sub-contractors. Supplier will maintain Workers Compensation insurance at statutory levels covering all employees who perform work under this Order. Additional Public Works Construction Purchase Order Terms & Conditions 1.Compensation for Authorized Additional Expenses.To receive compensation for additional expenses outside the scope of the project work,the Supplier shall obtain prior written authoriza-tion from the City to incur those expenses.Compensa-tion for these addition-al expenses shall include time and materials. 2.Payment Terms.The supplier may request one progress payment each month for work satisfactorily completed and accepted by the City.The City shall issue payment within 30 days.The City shall withhold 10 percent of each progress payment as retention to ensure resolution of any stop notices or liens.The City shall release this retention 35 days after filing a notice of completion. 3.Faithful Performance Bond.The supplier shall furnish a surety bond in the amount of 125 percent of the contract price guaranteeing the faithful performance of the contract,including any attorney's fees or other collection costs. 4.Work in the Right-of-Way or on City Property.For work on City managed property,the supplier/consultant shall obtain a no-fee encroachment permit.A Traffic Control Plan and Water Pollution Control Plan shall be submitted and approved prior to issuance of the permit unless determined by the City not to be required. 5.Prevailing Wage.The supplier and any subcontractors are required to pay prevailing wage and must be registered with the Department of Industrial Relations pursuant to Section 1725.5 of the Labor Code. 6.Insurance.The supplier shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or dam-ages to property which may arise from or in connection with the performance of the work hereunder by the supplier,its agents,representatives,employees or subs. Minimum Scope of Insurance.Coverage shall be at least as broad as: 4 Purchase Order 618272 Proprietary and Confidential a.Insurance Services Office Commercial General Liability coverage (occurrence form CG 20 10 Prior to 1993 or CG 20 10 07 04 with CG 20 37 10 01 or the exact equivalent as determined by the City). b.Insurance Services Office form number CA 0001 (Ed.1/87)covering Automobile Liability,code 1 (any auto). c.Workers'Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance.The supplier shall maintain limits no less than: a.General Liability:$1,000,000 per occurrence for bodily injury,personal injury and property damage.If Commercial General Liability or other forms with a general aggregate limit is used,either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. b.Automobile Liability:$1,000,000 per accident for bodily injury and property damage. c.Employer's Liability:$1,000,000 per accident for bodily injury or disease. d.Deductibles and Self-Insured Retentions.Any deductibles or self-insured retentions must be declared to and approved by the City.At the option of the City,either:the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City,its officers,officials,employees,and volunteers;or the supplier shall procure a bond guaranteeing payment of losses and related investigations,claim administration and defense expenses. Other Insurance Provisions.The general liability and automobile liability policies are to contain,or be endorsed to contain,the following provi-sions: a.The City,its officers,officials,employees,agents,and volunteers are to be covered as insureds as respects:liability arising out of activities performed by or on behalf of the supplier;products and completed operations of the supplier;premises owned,occupied or used by the supplier;or automobiles owned leased,hired or borrowed by the supplier.The coverage shall contain no special limitations on the scope of protection afforded to the City,its officers,officials,employees,agents or volunteers. b.For any claims related to this project,the supplier's insurance coverage shall be primary insurance as respects the City,its officers,officials,employees,agents,and volunteers.Any insur-ance or self- insurance maintained by the City,its officers,offi-cials,employees,agents or volunteers shall be excess of the supplier's insurance and shall not contribute with it. c.Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City,its officers,officials,employees,agents or volunteers. d.The supplier's insurance shall apply separately to each insured against whom claim is made or suit is brought,except with respect to the limits of the insurer's liability. e.Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended,voided,canceled by either party,reduced in coverage or in limits except after thirty (30)days' prior written notice by certified mail,return receipt requested,has been given to the City. Acceptability of Insurers.Insurance is to be placed with insurers with a current A.M.Best's rating of no less than A:VII. Verification of Coverage.The supplier shall furnish the City with a certificate of insurance showing required coverage.Original endorse-ments affecting general liability and automobile liability coverage are also required by this clause.The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf.All endorsements are to be received and approved by the City before work commences. Subcontractors.The supplier shall include all subcontractors as insured under its policies or shall furnish separate certifi-cates and endorsements for each subcontractor.All coverages for subcontractors shall be subject to all of the requirements stated herein. 5 Purchase Order 621428 Order Date 18-DEC-2024 Change Order 0 Change Order Date 18-DEC-2024 Revision 0 Ordered 17,664.14 USD INCLUDE PURCHASE ORDER NUMBER ON ALL INVOICES & CORRESPONDENCE SEND ALL INVOICES TO AP@SLOCITY.ORG INCLUDE DELIVER TO CITY STAFF CONTACT NAME ON ALL INVOICES Sold To City of San Luis Obispo 990 Palm Street SAN LUIS OBISPO, CA 93401 Supplier Granicus LLC 408 St Peter St Ste 600 SAINT PAUL , MN 55102 Bill To City of San Luis Obispo 990 Palm Street SAN LUIS OBISPO, CA 93401SAN LUIS OBISPO UNITED STATES Ship To 990 Palm Street SAN LUIS OBISPO, CA 93401SAN LUIS OBISPO UNITED STATES Notes USD = US Dollar PO for the attached invoice - Software Services Customer Account Number Supplier Number Payment Terms Freight Terms FOB Shipping Method 220755 Net 30 Destination Confirm To Deliver To Contact Timothy "Tim" Holt Jacob Nunez Line Item Price Quantity UOM Ordered Taxable 1 Software Services 17,664.14 Each Promised 1 Each 17,664.14 12/22/2024 Requested 12/22/2024 Requested and Promised Dates correspond to the date of arrival at the Ship-to Location. Line Total 17,664.14 Total 17,664.14 1 Purchase Order 621428 Authorized By: 2 Purchase Order 621428 Proprietary and Confidential Contract Terms and Conditions Purchase Order Terms and Conditions Standard Purchase Order Terms & Conditions 1. Acceptance. By delivering the ordered goods or commencing performance under this Purchase Order, ("Order") supplier agrees to the general terms, specifications, and conditions in or referenced by this document. If supplier and The City of San Luis Obispo ("City") have entered into a contract outside of this Order, the terms and conditions set forth in the contract shall prevail. Supplier's additional or different terms and conditions are expressly excluded from this Order and the City does not agree to such terms or conditions, unless such agreement is made expressly, in writing by the City's authorized representative, or a contract has been signed outside of this Order between the Supplier and The City. 2. Business License & Tax. Supplier must have a valid City of San Luis Obispo business tax certificate prior to the execution of the contract. Additional information regarding the City's business tax program may be obtained by calling (805) 781-7134. 3. Ability to Perform. Supplier warrants that it possesses, or has arranged through subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal, state, county, city, and special district laws, ordinances, and regulations. 4. Warranties. Supplier warrants that all goods delivered will be free from defects in workmanship, material, and manufacture; are new (not refurbished or reconditioned) unless otherwise stated in this Order; are of merchantable quality and fit for the purpose intended by the City to the extent that purpose has been disclosed to Supplier; complies with the requirements of this Order; and complies with all applicable laws and regulations. Supplier also warrants that all services performed under this Order shall be rendered in a good and workmanlike manner by skilled personnel in compliance with all applicable laws and regulations. 5. Changes. No change or modification in terms may be made without express authorization, in writing by the City's authorized representative. 6. Delivery. Supplier agrees that time is of the essence to delivery and any other performance required under this Order. No charge for delivery, parcel post, packing, cartage, insurance, license fees, permits, or any other purpose will be paid by the City unless it is expressly included on the face of this Order. Supplier must arrange for the lowest- cost transportation and prepay and add freight to its invoice. If delivery is made by a carrier, an itemized delivery ticket must be attached to the outside of the package. Each container or package must be marked with the Order number. 7. Laws to be Observed. Supplier shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of San Luis Obispo ordinances, regulations and adopted codes during its performance of the work. 8. Payment of Taxes. The contract prices shall include full compensation for all taxes that Supplier is required to pay. 9. Permits and Licenses. Supplier shall procure all permits and licenses, pay all charges and fees, and give all notices necessary. 10. Safety Provisions. Supplier shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety Public and Employee Safety. Whenever Supplier's operations create a condition hazardous to the public or City employees, it shall, at its expense and without cost to the City, furnish, erect and maintain such fences, temporary railings, barricades, lights, signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public and employees. 11. Preservation of City Property. Supplier shall provide and install suitable safeguards, approved by the City, to protect City property from injury or damage. If City property is injured or damaged as a result of Supplier's operations, it shall be replaced or restored at Supplier's expense. The facilities shall be replaced or restored to a condition as good as when the Supplier began work 12. Immigration Act of 1986. Supplier warrants on behalf of itself and all sub-suppliers engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. 13. Supplier Non-Discrimination. In the performance of this work, Supplier agrees that it will not engage in, nor permit such sub-suppliers as it may employ, to engage in discrimination in the employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons. 14. Work Delays. Should Supplier be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, then the time of completion may, at the City's sole option, be extended for such periods as may be agreed upon by the City and the Supplier. 15. Payment Terms. The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the services provided by Supplier (Net 30). 16. Inspection. Supplier shall furnish City with every reasonable opportunity for City to ascertain that the services of Supplier are being performed in accordance with the requirements and intentions of this contract. All work done and all materials furnished, if any, shall be subject to the City's inspection and approval. The inspection of such work shall not relieve Supplier of any of its obligations to fulfill its contract requirements. 17. Audit. The City shall have the option of inspecting and/or auditing all records and other written materials used by Supplier in preparing its invoices to City as a condition precedent to any payment to Supplier. 18. Interests of Supplier. Supplier covenants that it presently has no interest, and shall not acquire any interest direct or indirect or otherwise, which would conflict in any manner or degree with the performance of the work hereunder. Supplier further covenants that, in the performance of this work, no sub-Supplier or person having such an interest shall be employed. Supplier certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City. It is hereby expressly agreed that, in the performance of the work hereunder, Supplier shall at all times be deemed an independent Supplier and not an agent or employee of the City. 19. Hold Harmless and Indemnification. (a) Non-design, non-construction Professional Services: To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents ("City Indemnitees"), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels' fees and costs of litigation ("claims"), arising out of the Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant, including the City's active or passive negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the 3 Purchase Order 621428 Proprietary and Confidential City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant's performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City's option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. (b) Non-design, construction Professional Services: To the extent the Scope of Services involve a "construction contract" as that phrase is used in Civil Code Section 2783, this paragraph shall apply in place of paragraph A. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents ("City Indemnitees"), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels' fees and costs of litigation ("claims"), arising out of the Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant, except for such loss or damage arising from the active negligence, sole negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant's performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City's option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. (c) Design Professional Services: In the event Consultant is a "design professional", and the Scope of Services require Consultant to provide "design professional services" as those phrases are used in Civil Code Section 2782.8, this paragraph shall apply in place of paragraphs A or B. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8) Consultant shall indemnify, defend and hold harmless the City and its elected officials, officers, employees, volunteers and agents ("City Indemnitees"), from and against all claims, damages, injuries, losses, and expenses including costs, attorney fees, expert consultant and expert witness fees arising out of, pertaining to or relating to, the negligence, recklessness or willful misconduct of Consultant, except to the extent caused by the sole negligence, active negligence or willful misconduct of the City. Negligence, recklessness or willful misconduct of any subcontractor employed by Consultant shall be conclusively deemed to be the negligence, recklessness or willful misconduct of Consultant unless adequately corrected by Consultant. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant's performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City's option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. In no event shall the cost to defend charged to Consultant under this paragraph exceed Consultant's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants are unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and confer with other parties regarding unpaid defense costs. (d) The review, acceptance or approval of the Consultant's work or work product by any indemnified party shall not affect, relieve or reduce the Consultant's indemnification or defense obligations. This Section survives completion of the services or the termination of this contract. The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance. 20. Contract Assignment. Supplier shall not assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. 21. Termination for Convenience. The City may terminate all or part of this Agreement for any or no reason at any time by giving 30 days written notice to Contractor. Should the City terminate this Agreement for convenience, the City shall be liable as follows: (a) for standard or off-the-shelf products, a reasonable restocking charge not to exceed ten (10) percent of the total purchase price; (b) for custom products, the less of a reasonable price for the raw materials, components work in progress and any finished units on hand or the price per unit reflected on this Agreement. For termination of any services pursuant to this Agreement, the City's liability will be the lesser of a reasonable price for the services rendered prior to termination, or the price for the services reflected on this Agreement. Upon termination notice from the City, Contractor must, unless otherwise directed, cease work and follow the City's directions as to work in progress and finished goods. 22. Termination. If during the term of the contract, the City determines that the Contractor is not faithfully abiding by any term or condition contained herein, the City may notify the Contractor in writing of such defect or failure to perform. This notice must give the Contractor a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. If the Contractor has not performed the work or cured the deficiency within the ten days specified in the notice, such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to the Contractor to said effect.Thereafter, neither party shall have any further duties, obligations, responsibilities, or rights under the contract except, however, any and all obligations of the Contractor's surety shall remain in full force and effect, and shall not be extinguished, reduced, or in any manner waived by the terminations thereof. In said event, the Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City's Notice of Termination, minus any offset from such payment representing the City's damages from such breach."Reasonable value" includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by the Contractor as may be set forth in the Agreement payment schedule; compensation for any other work, services or goods performed or provided by the Contractor shall be based solely on the City's assessment of the value of the work-in-progress in completing the overall work scope. The City reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be determined in the City's sole discretion, so as to permit a full and complete accounting of costs.In no event, however, shall the Contractor be entitled to receive in excess of the compensation quoted in its proposal. 23. Ownership of Materials. All original drawings, plan documents and other materials prepared by or in possession of Supplier as part of the work or services under these specifications shall become the permanent property of the City, and shall be delivered to the City upon demand. 24. Release of Reports and Information. Any reports, information, data, or other material is given to, prepared by or assembled by Supplier as part of the work or services under these specifications shall be the property of City, and shall not be made available to any individual or organization by Supplier without the prior written approval of the City. 25. Copies of Reports and Information. If the City requests additional copies of reports, drawings, specifications, or any other material in addition to what Supplier is required to furnish in limited quantities as part of the work or services under these specifications, Supplier shall provide such additional copies as are requested, and City shall compensate Supplier for the costs of duplicating of such copies at the Supplier's direct expense. 26. Insurance. Supplier shall procure and maintain for the duration of the Order insurance that is sufficient in scope and amount to permit Supplier to pay in the ordinary course of business against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by Supplier, its agents, representatives, employees or sub-contractors. Supplier will maintain Workers Compensation insurance at statutory levels covering all employees who perform work under this Order. Additional Public Works Construction Purchase Order Terms & Conditions 1. Compensation for Authorized Additional Expenses. To receive compensation for additional expenses outside the scope of the project work, the Supplier shall obtain prior written authoriza-tion from the City to incur those expenses. Compensa-tion for these addition-al expenses shall include time and materials. 2. Payment Terms. The supplier may request one progress payment each month for work satisfactorily completed and accepted by the City. The City shall issue payment within 30 days. The City shall withhold 10 percent of each progress payment as retention to ensure resolution of any stop notices or liens. The City shall release this retention 35 days after filing a notice of completion. 3. Faithful Performance Bond. The supplier shall furnish a surety bond in the amount of 125 percent of the contract price guaranteeing the faithful performance of the contract, including any attorney's fees or other collection costs. 4. Work in the Right-of-Way or on City Property. For work on City managed property, the supplier/ consultant shall obtain a no-fee encroachment permit. A Traffic Control Plan and Water Pollution Control Plan shall be submitted and approved prior to issuance of the permit unless determined by the City not to be required. 5. Prevailing Wage. The supplier and any subcontractors are required to pay prevailing wage and must be registered with the Department of Industrial Relations pursuant to Section 1725.5 of the Labor Code. 6. Insurance. The supplier shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or dam-ages to property which may arise from or in connection with the performance of the work hereunder by the supplier, its agents, representatives, employees or subs. Minimum Scope of Insurance. Coverage shall be at least as broad as: 4 Purchase Order 621428 Proprietary and Confidential a. Insurance Services Office Commercial General Liability coverage (occurrence form CG 20 10 Prior to 1993 or CG 20 10 07 04 with CG 20 37 10 01 or the exact equivalent as determined by the City). b. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). c. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance. The supplier shall maintain limits no less than: a. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other forms with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. b. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. c. Employer's Liability: $1,000,000 per accident for bodily injury or disease. d. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the supplier shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provi-sions: a. The City, its officers, officials, employees, agents, and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the supplier; products and completed operations of the supplier; premises owned, occupied or used by the supplier; or automobiles owned leased, hired or borrowed by the supplier. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers. b. For any claims related to this project, the supplier's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents, and volunteers. Any insur-ance or self- insurance maintained by the City, its officers, offi-cials, employees, agents or volunteers shall be excess of the supplier's insurance and shall not contribute with it. c. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. d. The supplier's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. e. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Verification of Coverage. The supplier shall furnish the City with a certificate of insurance showing required coverage. Original endorse-ments affecting general liability and automobile liability coverage are also required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. Subcontractors. The supplier shall include all subcontractors as insured under its policies or shall furnish separate certifi-cates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 5 Purchase Order 621791 Order Date 09-FEB-2025 Change Order 0 Change Order Date 09-FEB-2025 Revision 0 Ordered 11,038.12 USD INCLUDE PURCHASE ORDER NUMBER ON ALL INVOICES & CORRESPONDENCE SEND ALL INVOICES TO AP@SLOCITY.ORG INCLUDE DELIVER TO CITY STAFF CONTACT NAME ON ALL INVOICES Sold To City of San Luis Obispo 990 Palm Street SAN LUIS OBISPO, CA 93401 Supplier Granicus LLC 408 St Peter St Ste 600 SAINT PAUL , MN 55102 Bill To City of San Luis Obispo 990 Palm Street SAN LUIS OBISPO, CA 93401SAN LUIS OBISPO UNITED STATES Ship To 990 Palm Street SAN LUIS OBISPO, CA 93401SAN LUIS OBISPO UNITED STATES Notes USD = US Dollar GovAccess -licensing and maintenance Customer Account Number Supplier Number Payment Terms Freight Terms FOB Shipping Method 220755 Net 30 Destination Confirm To Deliver To Contact Daniel Clancy Lindsay Christiansen Phone 1-805-781-7510 Line Item Price Quantity UOM Ordered Taxable 1 govAccess -licensing and maintenance 11,038.12 Promised 11,038.12 02/13/2025 Requested 02/13/2025 Requested and Promised Dates correspond to the date of arrival at the Ship-to Location. Line Total 11,038.12 Total 11,038.12 1 Purchase Order 621791 Authorized By: 2 Purchase Order 621791 Proprietary and Confidential Contract Terms and Conditions Purchase Order Terms and Conditions Standard Purchase Order Terms & Conditions 1. Acceptance. By delivering the ordered goods or commencing performance under this Purchase Order, ("Order") supplier agrees to the general terms, specifications, and conditions in or referenced by this document. If supplier and The City of San Luis Obispo ("City") have entered into a contract outside of this Order, the terms and conditions set forth in the contract shall prevail. Supplier's additional or different terms and conditions are expressly excluded from this Order and the City does not agree to such terms or conditions, unless such agreement is made expressly, in writing by the City's authorized representative, or a contract has been signed outside of this Order between the Supplier and The City. 2. Business License & Tax. Supplier must have a valid City of San Luis Obispo business tax certificate prior to the execution of the contract. Additional information regarding the City's business tax program may be obtained by calling (805) 781-7134. 3. Ability to Perform. Supplier warrants that it possesses, or has arranged through subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal, state, county, city, and special district laws, ordinances, and regulations. 4. Warranties. Supplier warrants that all goods delivered will be free from defects in workmanship, material, and manufacture; are new (not refurbished or reconditioned) unless otherwise stated in this Order; are of merchantable quality and fit for the purpose intended by the City to the extent that purpose has been disclosed to Supplier; complies with the requirements of this Order; and complies with all applicable laws and regulations. Supplier also warrants that all services performed under this Order shall be rendered in a good and workmanlike manner by skilled personnel in compliance with all applicable laws and regulations. 5. Changes. No change or modification in terms may be made without express authorization, in writing by the City's authorized representative. 6. Delivery. Supplier agrees that time is of the essence to delivery and any other performance required under this Order. No charge for delivery, parcel post, packing, cartage, insurance, license fees, permits, or any other purpose will be paid by the City unless it is expressly included on the face of this Order. Supplier must arrange for the lowest- cost transportation and prepay and add freight to its invoice. If delivery is made by a carrier, an itemized delivery ticket must be attached to the outside of the package. Each container or package must be marked with the Order number. 7. Laws to be Observed. Supplier shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of San Luis Obispo ordinances, regulations and adopted codes during its performance of the work. 8. Payment of Taxes. The contract prices shall include full compensation for all taxes that Supplier is required to pay. 9. Permits and Licenses. Supplier shall procure all permits and licenses, pay all charges and fees, and give all notices necessary. 10. Safety Provisions. Supplier shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety Public and Employee Safety. Whenever Supplier's operations create a condition hazardous to the public or City employees, it shall, at its expense and without cost to the City, furnish, erect and maintain such fences, temporary railings, barricades, lights, signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public and employees. 11. Preservation of City Property. Supplier shall provide and install suitable safeguards, approved by the City, to protect City property from injury or damage. If City property is injured or damaged as a result of Supplier's operations, it shall be replaced or restored at Supplier's expense. The facilities shall be replaced or restored to a condition as good as when the Supplier began work 12. Immigration Act of 1986. Supplier warrants on behalf of itself and all sub-suppliers engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. 13. Supplier Non-Discrimination. In the performance of this work, Supplier agrees that it will not engage in, nor permit such sub-suppliers as it may employ, to engage in discrimination in the employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons. 14. Work Delays. Should Supplier be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, then the time of completion may, at the City's sole option, be extended for such periods as may be agreed upon by the City and the Supplier. 15. Payment Terms. The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the services provided by Supplier (Net 30). 16. Inspection. Supplier shall furnish City with every reasonable opportunity for City to ascertain that the services of Supplier are being performed in accordance with the requirements and intentions of this contract. All work done and all materials furnished, if any, shall be subject to the City's inspection and approval. The inspection of such work shall not relieve Supplier of any of its obligations to fulfill its contract requirements. 17. Audit. The City shall have the option of inspecting and/or auditing all records and other written materials used by Supplier in preparing its invoices to City as a condition precedent to any payment to Supplier. 18. Interests of Supplier. Supplier covenants that it presently has no interest, and shall not acquire any interest direct or indirect or otherwise, which would conflict in any manner or degree with the performance of the work hereunder. Supplier further covenants that, in the performance of this work, no sub-Supplier or person having such an interest shall be employed. Supplier certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City. It is hereby expressly agreed that, in the performance of the work hereunder, Supplier shall at all times be deemed an independent Supplier and not an agent or employee of the City. 19. Hold Harmless and Indemnification. (a) Non-design, non-construction Professional Services: To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents ("City Indemnitees"), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels' fees and costs of litigation ("claims"), arising out of the Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant, including the City's active or passive negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the 3 Purchase Order 621791 Proprietary and Confidential City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant's performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City's option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. (b) Non-design, construction Professional Services: To the extent the Scope of Services involve a "construction contract" as that phrase is used in Civil Code Section 2783, this paragraph shall apply in place of paragraph A. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents ("City Indemnitees"), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels' fees and costs of litigation ("claims"), arising out of the Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant, except for such loss or damage arising from the active negligence, sole negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant's performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City's option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. (c) Design Professional Services: In the event Consultant is a "design professional", and the Scope of Services require Consultant to provide "design professional services" as those phrases are used in Civil Code Section 2782.8, this paragraph shall apply in place of paragraphs A or B. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8) Consultant shall indemnify, defend and hold harmless the City and its elected officials, officers, employees, volunteers and agents ("City Indemnitees"), from and against all claims, damages, injuries, losses, and expenses including costs, attorney fees, expert consultant and expert witness fees arising out of, pertaining to or relating to, the negligence, recklessness or willful misconduct of Consultant, except to the extent caused by the sole negligence, active negligence or willful misconduct of the City. Negligence, recklessness or willful misconduct of any subcontractor employed by Consultant shall be conclusively deemed to be the negligence, recklessness or willful misconduct of Consultant unless adequately corrected by Consultant. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant's performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City's option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. In no event shall the cost to defend charged to Consultant under this paragraph exceed Consultant's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants are unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and confer with other parties regarding unpaid defense costs. (d) The review, acceptance or approval of the Consultant's work or work product by any indemnified party shall not affect, relieve or reduce the Consultant's indemnification or defense obligations. This Section survives completion of the services or the termination of this contract. The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance. 20. Contract Assignment. Supplier shall not assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. 21. Termination for Convenience. The City may terminate all or part of this Agreement for any or no reason at any time by giving 30 days written notice to Contractor. Should the City terminate this Agreement for convenience, the City shall be liable as follows: (a) for standard or off-the-shelf products, a reasonable restocking charge not to exceed ten (10) percent of the total purchase price; (b) for custom products, the less of a reasonable price for the raw materials, components work in progress and any finished units on hand or the price per unit reflected on this Agreement. For termination of any services pursuant to this Agreement, the City's liability will be the lesser of a reasonable price for the services rendered prior to termination, or the price for the services reflected on this Agreement. Upon termination notice from the City, Contractor must, unless otherwise directed, cease work and follow the City's directions as to work in progress and finished goods. 22. Termination. If during the term of the contract, the City determines that the Contractor is not faithfully abiding by any term or condition contained herein, the City may notify the Contractor in writing of such defect or failure to perform. This notice must give the Contractor a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. If the Contractor has not performed the work or cured the deficiency within the ten days specified in the notice, such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to the Contractor to said effect.Thereafter, neither party shall have any further duties, obligations, responsibilities, or rights under the contract except, however, any and all obligations of the Contractor's surety shall remain in full force and effect, and shall not be extinguished, reduced, or in any manner waived by the terminations thereof. In said event, the Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City's Notice of Termination, minus any offset from such payment representing the City's damages from such breach."Reasonable value" includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by the Contractor as may be set forth in the Agreement payment schedule; compensation for any other work, services or goods performed or provided by the Contractor shall be based solely on the City's assessment of the value of the work-in-progress in completing the overall work scope. The City reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be determined in the City's sole discretion, so as to permit a full and complete accounting of costs.In no event, however, shall the Contractor be entitled to receive in excess of the compensation quoted in its proposal. 23. Ownership of Materials. All original drawings, plan documents and other materials prepared by or in possession of Supplier as part of the work or services under these specifications shall become the permanent property of the City, and shall be delivered to the City upon demand. 24. Release of Reports and Information. Any reports, information, data, or other material is given to, prepared by or assembled by Supplier as part of the work or services under these specifications shall be the property of City, and shall not be made available to any individual or organization by Supplier without the prior written approval of the City. 25. Copies of Reports and Information. If the City requests additional copies of reports, drawings, specifications, or any other material in addition to what Supplier is required to furnish in limited quantities as part of the work or services under these specifications, Supplier shall provide such additional copies as are requested, and City shall compensate Supplier for the costs of duplicating of such copies at the Supplier's direct expense. 26. Insurance. Supplier shall procure and maintain for the duration of the Order insurance that is sufficient in scope and amount to permit Supplier to pay in the ordinary course of business against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by Supplier, its agents, representatives, employees or sub-contractors. Supplier will maintain Workers Compensation insurance at statutory levels covering all employees who perform work under this Order. Additional Public Works Construction Purchase Order Terms & Conditions 1. Compensation for Authorized Additional Expenses. To receive compensation for additional expenses outside the scope of the project work, the Supplier shall obtain prior written authoriza-tion from the City to incur those expenses. Compensa-tion for these addition-al expenses shall include time and materials. 2. Payment Terms. The supplier may request one progress payment each month for work satisfactorily completed and accepted by the City. The City shall issue payment within 30 days. The City shall withhold 10 percent of each progress payment as retention to ensure resolution of any stop notices or liens. The City shall release this retention 35 days after filing a notice of completion. 3. Faithful Performance Bond. The supplier shall furnish a surety bond in the amount of 125 percent of the contract price guaranteeing the faithful performance of the contract, including any attorney's fees or other collection costs. 4. Work in the Right-of-Way or on City Property. For work on City managed property, the supplier/ consultant shall obtain a no-fee encroachment permit. A Traffic Control Plan and Water Pollution Control Plan shall be submitted and approved prior to issuance of the permit unless determined by the City not to be required. 5. Prevailing Wage. The supplier and any subcontractors are required to pay prevailing wage and must be registered with the Department of Industrial Relations pursuant to Section 1725.5 of the Labor Code. 6. Insurance. The supplier shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or dam-ages to property which may arise from or in connection with the performance of the work hereunder by the supplier, its agents, representatives, employees or subs. Minimum Scope of Insurance. Coverage shall be at least as broad as: 4 Purchase Order 621791 Proprietary and Confidential a. Insurance Services Office Commercial General Liability coverage (occurrence form CG 20 10 Prior to 1993 or CG 20 10 07 04 with CG 20 37 10 01 or the exact equivalent as determined by the City). b. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). c. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance. The supplier shall maintain limits no less than: a. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other forms with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. b. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. c. Employer's Liability: $1,000,000 per accident for bodily injury or disease. d. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the supplier shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provi-sions: a. The City, its officers, officials, employees, agents, and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the supplier; products and completed operations of the supplier; premises owned, occupied or used by the supplier; or automobiles owned leased, hired or borrowed by the supplier. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers. b. For any claims related to this project, the supplier's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents, and volunteers. Any insur-ance or self- insurance maintained by the City, its officers, offi-cials, employees, agents or volunteers shall be excess of the supplier's insurance and shall not contribute with it. c. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. d. The supplier's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. e. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Verification of Coverage. The supplier shall furnish the City with a certificate of insurance showing required coverage. Original endorse-ments affecting general liability and automobile liability coverage are also required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. Subcontractors. The supplier shall include all subcontractors as insured under its policies or shall furnish separate certifi-cates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 5 Purchase Order 621976 Order Date 07-MAR-2025 Change Order 0 Change Order Date 07-MAR-2025 Revision 0 Ordered 5,402.25 USD INCLUDE PURCHASE ORDER NUMBER ON ALL INVOICES & CORRESPONDENCE SEND ALL INVOICES TO AP@SLOCITY.ORG INCLUDE DELIVER TO CITY STAFF CONTACT NAME ON ALL INVOICES Sold To City of San Luis Obispo 990 Palm Street SAN LUIS OBISPO, CA 93401 Supplier CivicPlus, LLC PO Box 737311 DALLAS, TX 75373DALLAS Bill To City of San Luis Obispo 990 Palm Street SAN LUIS OBISPO, CA 93401SAN LUIS OBISPO UNITED STATES Ship To 990 Palm Street SAN LUIS OBISPO, CA 93401SAN LUIS OBISPO UNITED STATES Notes USD = US Dollar PO for the attached invoice - Monsido / Acquia Optimize compliance service Customer Account Number Supplier Number Payment Terms Freight Terms FOB Shipping Method 12488 Net 30 Destination Confirm To Deliver To Contact Timothy "Tim" Holt Lindsay Christiansen Line Item Price Quantity UOM Ordered Taxable 1 Monsido / Acquia Optimize compliance service 5,402.25 Promised 5,402.25 03/05/2025 Requested 03/05/2025 Requested and Promised Dates correspond to the date of arrival at the Ship-to Location. Line Total 5,402.25 Total 5,402.25 1 Purchase Order 621976 Authorized By: 2 Purchase Order 621976 Proprietary and Confidential Contract Terms and Conditions Purchase Order Terms and Conditions Standard Purchase Order Terms & Conditions 1. Acceptance. By delivering the ordered goods or commencing performance under this Purchase Order, ("Order") supplier agrees to the general terms, specifications, and conditions in or referenced by this document. If supplier and The City of San Luis Obispo ("City") have entered into a contract outside of this Order, the terms and conditions set forth in the contract shall prevail. Supplier's additional or different terms and conditions are expressly excluded from this Order and the City does not agree to such terms or conditions, unless such agreement is made expressly, in writing by the City's authorized representative, or a contract has been signed outside of this Order between the Supplier and The City. 2. Business License & Tax. Supplier must have a valid City of San Luis Obispo business tax certificate prior to the execution of the contract. Additional information regarding the City's business tax program may be obtained by calling (805) 781-7134. 3. Ability to Perform. Supplier warrants that it possesses, or has arranged through subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal, state, county, city, and special district laws, ordinances, and regulations. 4. Warranties. Supplier warrants that all goods delivered will be free from defects in workmanship, material, and manufacture; are new (not refurbished or reconditioned) unless otherwise stated in this Order; are of merchantable quality and fit for the purpose intended by the City to the extent that purpose has been disclosed to Supplier; complies with the requirements of this Order; and complies with all applicable laws and regulations. Supplier also warrants that all services performed under this Order shall be rendered in a good and workmanlike manner by skilled personnel in compliance with all applicable laws and regulations. 5. Changes. No change or modification in terms may be made without express authorization, in writing by the City's authorized representative. 6. Delivery. Supplier agrees that time is of the essence to delivery and any other performance required under this Order. No charge for delivery, parcel post, packing, cartage, insurance, license fees, permits, or any other purpose will be paid by the City unless it is expressly included on the face of this Order. Supplier must arrange for the lowest- cost transportation and prepay and add freight to its invoice. If delivery is made by a carrier, an itemized delivery ticket must be attached to the outside of the package. Each container or package must be marked with the Order number. 7. Laws to be Observed. Supplier shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of San Luis Obispo ordinances, regulations and adopted codes during its performance of the work. 8. Payment of Taxes. The contract prices shall include full compensation for all taxes that Supplier is required to pay. 9. Permits and Licenses. Supplier shall procure all permits and licenses, pay all charges and fees, and give all notices necessary. 10. Safety Provisions. Supplier shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety Public and Employee Safety. Whenever Supplier's operations create a condition hazardous to the public or City employees, it shall, at its expense and without cost to the City, furnish, erect and maintain such fences, temporary railings, barricades, lights, signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public and employees. 11. Preservation of City Property. Supplier shall provide and install suitable safeguards, approved by the City, to protect City property from injury or damage. If City property is injured or damaged as a result of Supplier's operations, it shall be replaced or restored at Supplier's expense. The facilities shall be replaced or restored to a condition as good as when the Supplier began work 12. Immigration Act of 1986. Supplier warrants on behalf of itself and all sub-suppliers engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. 13. Supplier Non-Discrimination. In the performance of this work, Supplier agrees that it will not engage in, nor permit such sub-suppliers as it may employ, to engage in discrimination in the employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons. 14. Work Delays. Should Supplier be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, then the time of completion may, at the City's sole option, be extended for such periods as may be agreed upon by the City and the Supplier. 15. Payment Terms. The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the services provided by Supplier (Net 30). 16. Inspection. Supplier shall furnish City with every reasonable opportunity for City to ascertain that the services of Supplier are being performed in accordance with the requirements and intentions of this contract. All work done and all materials furnished, if any, shall be subject to the City's inspection and approval. The inspection of such work shall not relieve Supplier of any of its obligations to fulfill its contract requirements. 17. Audit. The City shall have the option of inspecting and/or auditing all records and other written materials used by Supplier in preparing its invoices to City as a condition precedent to any payment to Supplier. 18. Interests of Supplier. Supplier covenants that it presently has no interest, and shall not acquire any interest direct or indirect or otherwise, which would conflict in any manner or degree with the performance of the work hereunder. Supplier further covenants that, in the performance of this work, no sub-Supplier or person having such an interest shall be employed. Supplier certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City. It is hereby expressly agreed that, in the performance of the work hereunder, Supplier shall at all times be deemed an independent Supplier and not an agent or employee of the City. 19. Hold Harmless and Indemnification. (a) Non-design, non-construction Professional Services: To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents ("City Indemnitees"), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels' fees and costs of litigation ("claims"), arising out of the Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant, including the City's active or passive negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the 3 Purchase Order 621976 Proprietary and Confidential City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant's performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City's option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. (b) Non-design, construction Professional Services: To the extent the Scope of Services involve a "construction contract" as that phrase is used in Civil Code Section 2783, this paragraph shall apply in place of paragraph A. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents ("City Indemnitees"), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels' fees and costs of litigation ("claims"), arising out of the Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant, except for such loss or damage arising from the active negligence, sole negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant's performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City's option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. (c) Design Professional Services: In the event Consultant is a "design professional", and the Scope of Services require Consultant to provide "design professional services" as those phrases are used in Civil Code Section 2782.8, this paragraph shall apply in place of paragraphs A or B. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8) Consultant shall indemnify, defend and hold harmless the City and its elected officials, officers, employees, volunteers and agents ("City Indemnitees"), from and against all claims, damages, injuries, losses, and expenses including costs, attorney fees, expert consultant and expert witness fees arising out of, pertaining to or relating to, the negligence, recklessness or willful misconduct of Consultant, except to the extent caused by the sole negligence, active negligence or willful misconduct of the City. Negligence, recklessness or willful misconduct of any subcontractor employed by Consultant shall be conclusively deemed to be the negligence, recklessness or willful misconduct of Consultant unless adequately corrected by Consultant. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant's performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City's option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. In no event shall the cost to defend charged to Consultant under this paragraph exceed Consultant's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants are unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and confer with other parties regarding unpaid defense costs. (d) The review, acceptance or approval of the Consultant's work or work product by any indemnified party shall not affect, relieve or reduce the Consultant's indemnification or defense obligations. This Section survives completion of the services or the termination of this contract. The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance. 20. Contract Assignment. Supplier shall not assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. 21. Termination for Convenience. The City may terminate all or part of this Agreement for any or no reason at any time by giving 30 days written notice to Contractor. Should the City terminate this Agreement for convenience, the City shall be liable as follows: (a) for standard or off-the-shelf products, a reasonable restocking charge not to exceed ten (10) percent of the total purchase price; (b) for custom products, the less of a reasonable price for the raw materials, components work in progress and any finished units on hand or the price per unit reflected on this Agreement. For termination of any services pursuant to this Agreement, the City's liability will be the lesser of a reasonable price for the services rendered prior to termination, or the price for the services reflected on this Agreement. Upon termination notice from the City, Contractor must, unless otherwise directed, cease work and follow the City's directions as to work in progress and finished goods. 22. Termination. If during the term of the contract, the City determines that the Contractor is not faithfully abiding by any term or condition contained herein, the City may notify the Contractor in writing of such defect or failure to perform. This notice must give the Contractor a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. If the Contractor has not performed the work or cured the deficiency within the ten days specified in the notice, such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to the Contractor to said effect.Thereafter, neither party shall have any further duties, obligations, responsibilities, or rights under the contract except, however, any and all obligations of the Contractor's surety shall remain in full force and effect, and shall not be extinguished, reduced, or in any manner waived by the terminations thereof. In said event, the Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City's Notice of Termination, minus any offset from such payment representing the City's damages from such breach."Reasonable value" includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by the Contractor as may be set forth in the Agreement payment schedule; compensation for any other work, services or goods performed or provided by the Contractor shall be based solely on the City's assessment of the value of the work-in-progress in completing the overall work scope. The City reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be determined in the City's sole discretion, so as to permit a full and complete accounting of costs.In no event, however, shall the Contractor be entitled to receive in excess of the compensation quoted in its proposal. 23. Ownership of Materials. All original drawings, plan documents and other materials prepared by or in possession of Supplier as part of the work or services under these specifications shall become the permanent property of the City, and shall be delivered to the City upon demand. 24. Release of Reports and Information. Any reports, information, data, or other material is given to, prepared by or assembled by Supplier as part of the work or services under these specifications shall be the property of City, and shall not be made available to any individual or organization by Supplier without the prior written approval of the City. 25. Copies of Reports and Information. If the City requests additional copies of reports, drawings, specifications, or any other material in addition to what Supplier is required to furnish in limited quantities as part of the work or services under these specifications, Supplier shall provide such additional copies as are requested, and City shall compensate Supplier for the costs of duplicating of such copies at the Supplier's direct expense. 26. Insurance. Supplier shall procure and maintain for the duration of the Order insurance that is sufficient in scope and amount to permit Supplier to pay in the ordinary course of business against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by Supplier, its agents, representatives, employees or sub-contractors. Supplier will maintain Workers Compensation insurance at statutory levels covering all employees who perform work under this Order. Additional Public Works Construction Purchase Order Terms & Conditions 1. Compensation for Authorized Additional Expenses. To receive compensation for additional expenses outside the scope of the project work, the Supplier shall obtain prior written authoriza-tion from the City to incur those expenses. Compensa-tion for these addition-al expenses shall include time and materials. 2. Payment Terms. The supplier may request one progress payment each month for work satisfactorily completed and accepted by the City. The City shall issue payment within 30 days. The City shall withhold 10 percent of each progress payment as retention to ensure resolution of any stop notices or liens. The City shall release this retention 35 days after filing a notice of completion. 3. Faithful Performance Bond. The supplier shall furnish a surety bond in the amount of 125 percent of the contract price guaranteeing the faithful performance of the contract, including any attorney's fees or other collection costs. 4. Work in the Right-of-Way or on City Property. For work on City managed property, the supplier/ consultant shall obtain a no-fee encroachment permit. A Traffic Control Plan and Water Pollution Control Plan shall be submitted and approved prior to issuance of the permit unless determined by the City not to be required. 5. Prevailing Wage. The supplier and any subcontractors are required to pay prevailing wage and must be registered with the Department of Industrial Relations pursuant to Section 1725.5 of the Labor Code. 6. Insurance. The supplier shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or dam-ages to property which may arise from or in connection with the performance of the work hereunder by the supplier, its agents, representatives, employees or subs. Minimum Scope of Insurance. Coverage shall be at least as broad as: 4 Purchase Order 621976 Proprietary and Confidential a. Insurance Services Office Commercial General Liability coverage (occurrence form CG 20 10 Prior to 1993 or CG 20 10 07 04 with CG 20 37 10 01 or the exact equivalent as determined by the City). b. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). c. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance. The supplier shall maintain limits no less than: a. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other forms with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. b. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. c. Employer's Liability: $1,000,000 per accident for bodily injury or disease. d. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the supplier shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provi-sions: a. The City, its officers, officials, employees, agents, and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the supplier; products and completed operations of the supplier; premises owned, occupied or used by the supplier; or automobiles owned leased, hired or borrowed by the supplier. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers. b. For any claims related to this project, the supplier's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents, and volunteers. Any insur-ance or self- insurance maintained by the City, its officers, offi-cials, employees, agents or volunteers shall be excess of the supplier's insurance and shall not contribute with it. c. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. d. The supplier's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. e. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Verification of Coverage. The supplier shall furnish the City with a certificate of insurance showing required coverage. Original endorse-ments affecting general liability and automobile liability coverage are also required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. Subcontractors. The supplier shall include all subcontractors as insured under its policies or shall furnish separate certifi-cates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 5 Purchase Order 624179 Order Date 05-NOV-2025 Change Order 0 Change Order Date 05-NOV-2025 Revision 0 Ordered 12,141.93 USD INCLUDE PURCHASE ORDER NUMBER ON ALL INVOICES & CORRESPONDENCE SEND ALL INVOICES TO AP@SLOCITY.ORG INCLUDE DELIVER TO CITY STAFF CONTACT NAME ON ALL INVOICES Sold To City of San Luis Obispo 990 Palm Street SAN LUIS OBISPO, CA 93401 Supplier Granicus LLC 408 St Peter St Ste 600 SAINT PAUL , MN 55102 Bill To City of San Luis Obispo 990 Palm Street SAN LUIS OBISPO, CA 93401SAN LUIS OBISPO UNITED STATES Ship To 990 Palm Street SAN LUIS OBISPO, CA 93401SAN LUIS OBISPO UNITED STATES Notes USD = US Dollar PO for the attached order - Annual Granicus Subscription Customer Account Number Supplier Number Payment Terms Freight Terms FOB Shipping Method 220755 Net 30 Destination Confirm To Deliver To Contact Timothy "Tim" Holt Lindsay Christiansen Line Item Price Quantity UOM Ordered Taxable 1 Annual Granicus Subscription 12,141.93 Promised 12,141.93 11/10/2025 Requested 11/10/2025 Requested and Promised Dates correspond to the date of arrival at the Ship-to Location. Line Total 12,141.93 Total 12,141.93 1 Purchase Order 624179 Authorized By: 2 Purchase Order 624179 C/EC/CTP/CTPF250508b Contract Terms and Conditions Purchase Order Terms and Conditions Standard Purchase Order Terms & Conditions 1. Acceptance. By delivering the ordered goods or commencing performance under this Purchase Order, ("Order") supplier agrees to the general terms, specifications, and conditions in or referenced by this document. If supplier and The City of San Luis Obispo ("City") have entered into a contract outside of this Order, the terms and conditions set forth in the contract shall prevail. Supplier's additional or different terms and conditions are expressly excluded from this Order and the City does not agree to such terms or conditions, unless such agreement is made expressly, in writing by the City's authorized representative, or a contract has been signed outside of this Order between the Supplier and The City. 2. Business License & Tax. Supplier must have a valid City of San Luis Obispo business tax certificate prior to the execution of the contract. Additional information regarding the City's business tax program may be obtained by calling (805) 781-7134. 3. Ability to Perform. Supplier warrants that it possesses, or has arranged through subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal, state, county, city, and special district laws, ordinances, and regulations. 4. Warranties. Supplier warrants that all goods delivered will be free from defects in workmanship, material, and manufacture; are new (not refurbished or reconditioned) unless otherwise stated in this Order; are of merchantable quality and fit for the purpose intended by the City to the extent that purpose has been disclosed to Supplier; complies with the requirements of this Order; and complies with all applicable laws and regulations. Supplier also warrants that all services performed under this Order shall be rendered in a good and workmanlike manner by skilled personnel in compliance with all applicable laws and regulations. 5. Changes. No change or modification in terms may be made without express authorization, in writing by the City's authorized representative. 6. Delivery. Supplier agrees that time is of the essence to delivery and any other performance required under this Order. No charge for delivery, parcel post, packing, cartage, insurance, license fees, permits, or any other purpose will be paid by the City unless it is expressly included on the face of this Order. Supplier must arrange for the lowest- cost transportation and prepay and add freight to its invoice. If delivery is made by a carrier, an itemized delivery ticket must be attached to the outside of the package. Each container or package must be marked with the Order number. 7. Laws to be Observed. Supplier shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of San Luis Obispo ordinances, regulations and adopted codes during its performance of the work. 8. Payment of Taxes. The contract prices shall include full compensation for all taxes that Supplier is required to pay. 9. Permits and Licenses. Supplier shall procure all permits and licenses, pay all charges and fees, and give all notices necessary. 10. Safety Provisions. Supplier shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety Public and Employee Safety. Whenever Supplier's operations create a condition hazardous to the public or City employees, it shall, at its expense and without cost to the City, furnish, erect and maintain such fences, temporary railings, barricades, lights, signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public and employees. 11. Preservation of City Property. Supplier shall provide and install suitable safeguards, approved by the City, to protect City property from injury or damage. If City property is injured or damaged as a result of Supplier's operations, it shall be replaced or restored at Supplier's expense. The facilities shall be replaced or restored to a condition as good as when the Supplier began work 12. Immigration Act of 1986. Supplier warrants on behalf of itself and all sub-suppliers engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. 13. Supplier Non-Discrimination. In the performance of this work, Supplier agrees that it will not engage in, nor permit such sub-suppliers as it may employ, to engage in discrimination in the employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons. 14. Work Delays. Should Supplier be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, then the time of completion may, at the City's sole option, be extended for such periods as may be agreed upon by the City and the Supplier. 15. Payment Terms. The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the services provided by Supplier (Net 30). 16. Inspection. Supplier shall furnish City with every reasonable opportunity for City to ascertain that the services of Supplier are being performed in accordance with the requirements and intentions of this contract. All work done and all materials furnished, if any, shall be subject to the City's inspection and approval. The inspection of such work shall not relieve Supplier of any of its obligations to fulfill its contract requirements. 17. Audit. The City shall have the option of inspecting and/or auditing all records and other written materials used by Supplier in preparing its invoices to City as a condition precedent to any payment to Supplier. 18. Interests of Supplier. Supplier covenants that it presently has no interest, and shall not acquire any interest direct or indirect or otherwise, which would conflict in any manner or degree with the performance of the work hereunder. Supplier further covenants that, in the performance of this work, no sub-Supplier or person having such an interest shall be employed. Supplier certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City. It is hereby expressly agreed that, in the performance of the work hereunder, Supplier shall at all times be deemed an independent Supplier and not an agent or employee of the City. 19. Hold Harmless and Indemnification. (a) Non-design, non-construction Professional Services: To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents ("City Indemnitees"), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels' fees and costs of litigation ("claims"), arising out of the Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant, including the City's active or passive negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the 3 Purchase Order 624179 C/EC/CTP/CTPF250508b City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant's performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City's option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. (b) Non-design, construction Professional Services: To the extent the Scope of Services involve a "construction contract" as that phrase is used in Civil Code Section 2783, this paragraph shall apply in place of paragraph A. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents ("City Indemnitees"), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels' fees and costs of litigation ("claims"), arising out of the Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant, except for such loss or damage arising from the active negligence, sole negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant's performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City's option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. (c) Design Professional Services: In the event Consultant is a "design professional", and the Scope of Services require Consultant to provide "design professional services" as those phrases are used in Civil Code Section 2782.8, this paragraph shall apply in place of paragraphs A or B. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8) Consultant shall indemnify, defend and hold harmless the City and its elected officials, officers, employees, volunteers and agents ("City Indemnitees"), from and against all claims, damages, injuries, losses, and expenses including costs, attorney fees, expert consultant and expert witness fees arising out of, pertaining to or relating to, the negligence, recklessness or willful misconduct of Consultant, except to the extent caused by the sole negligence, active negligence or willful misconduct of the City. Negligence, recklessness or willful misconduct of any subcontractor employed by Consultant shall be conclusively deemed to be the negligence, recklessness or willful misconduct of Consultant unless adequately corrected by Consultant. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant's performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City's option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. In no event shall the cost to defend charged to Consultant under this paragraph exceed Consultant's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants are unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and confer with other parties regarding unpaid defense costs. (d) The review, acceptance or approval of the Consultant's work or work product by any indemnified party shall not affect, relieve or reduce the Consultant's indemnification or defense obligations. This Section survives completion of the services or the termination of this contract. The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance. 20. Contract Assignment. Supplier shall not assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. 21. Termination for Convenience. The City may terminate all or part of this Agreement for any or no reason at any time by giving 30 days written notice to Contractor. Should the City terminate this Agreement for convenience, the City shall be liable as follows: (a) for standard or off-the-shelf products, a reasonable restocking charge not to exceed ten (10) percent of the total purchase price; (b) for custom products, the less of a reasonable price for the raw materials, components work in progress and any finished units on hand or the price per unit reflected on this Agreement. For termination of any services pursuant to this Agreement, the City's liability will be the lesser of a reasonable price for the services rendered prior to termination, or the price for the services reflected on this Agreement. Upon termination notice from the City, Contractor must, unless otherwise directed, cease work and follow the City's directions as to work in progress and finished goods. 22. Termination. If during the term of the contract, the City determines that the Contractor is not faithfully abiding by any term or condition contained herein, the City may notify the Contractor in writing of such defect or failure to perform. This notice must give the Contractor a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. If the Contractor has not performed the work or cured the deficiency within the ten days specified in the notice, such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to the Contractor to said effect.Thereafter, neither party shall have any further duties, obligations, responsibilities, or rights under the contract except, however, any and all obligations of the Contractor's surety shall remain in full force and effect, and shall not be extinguished, reduced, or in any manner waived by the terminations thereof. In said event, the Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City's Notice of Termination, minus any offset from such payment representing the City's damages from such breach."Reasonable value" includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by the Contractor as may be set forth in the Agreement payment schedule; compensation for any other work, services or goods performed or provided by the Contractor shall be based solely on the City's assessment of the value of the work-in-progress in completing the overall work scope. The City reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be determined in the City's sole discretion, so as to permit a full and complete accounting of costs.In no event, however, shall the Contractor be entitled to receive in excess of the compensation quoted in its proposal. 23. Ownership of Materials. All original drawings, plan documents and other materials prepared by or in possession of Supplier as part of the work or services under these specifications shall become the permanent property of the City, and shall be delivered to the City upon demand. 24. Release of Reports and Information. Any reports, information, data, or other material is given to, prepared by or assembled by Supplier as part of the work or services under these specifications shall be the property of City, and shall not be made available to any individual or organization by Supplier without the prior written approval of the City. 25. Copies of Reports and Information. If the City requests additional copies of reports, drawings, specifications, or any other material in addition to what Supplier is required to furnish in limited quantities as part of the work or services under these specifications, Supplier shall provide such additional copies as are requested, and City shall compensate Supplier for the costs of duplicating of such copies at the Supplier's direct expense. 26. Insurance. Supplier shall procure and maintain for the duration of the Order insurance that is sufficient in scope and amount to permit Supplier to pay in the ordinary course of business against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by Supplier, its agents, representatives, employees or sub-contractors. Supplier will maintain Workers Compensation insurance at statutory levels covering all employees who perform work under this Order. Additional Public Works Construction Purchase Order Terms & Conditions 1. Compensation for Authorized Additional Expenses. To receive compensation for additional expenses outside the scope of the project work, the Supplier shall obtain prior written authoriza-tion from the City to incur those expenses. Compensa-tion for these addition-al expenses shall include time and materials. 2. Payment Terms. The supplier may request one progress payment each month for work satisfactorily completed and accepted by the City. The City shall issue payment within 30 days. The City shall withhold 10 percent of each progress payment as retention to ensure resolution of any stop notices or liens. The City shall release this retention 35 days after filing a notice of completion. 3. Faithful Performance Bond. The supplier shall furnish a surety bond in the amount of 125 percent of the contract price guaranteeing the faithful performance of the contract, including any attorney's fees or other collection costs. 4. Work in the Right-of-Way or on City Property. For work on City managed property, the supplier/ consultant shall obtain a no-fee encroachment permit. A Traffic Control Plan and Water Pollution Control Plan shall be submitted and approved prior to issuance of the permit unless determined by the City not to be required. 5. Prevailing Wage. The supplier and any subcontractors are required to pay prevailing wage and must be registered with the Department of Industrial Relations pursuant to Section 1725.5 of the Labor Code. 6. Insurance. The supplier shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or dam-ages to property which may arise from or in connection with the performance of the work hereunder by the supplier, its agents, representatives, employees or subs. Minimum Scope of Insurance. Coverage shall be at least as broad as: 4 Purchase Order 624179 C/EC/CTP/CTPF250508b a. Insurance Services Office Commercial General Liability coverage (occurrence form CG 20 10 Prior to 1993 or CG 20 10 07 04 with CG 20 37 10 01 or the exact equivalent as determined by the City). b. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). c. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance. The supplier shall maintain limits no less than: a. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other forms with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. b. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. c. Employer's Liability: $1,000,000 per accident for bodily injury or disease. d. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the supplier shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provi-sions: a. The City, its officers, officials, employees, agents, and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the supplier; products and completed operations of the supplier; premises owned, occupied or used by the supplier; or automobiles owned leased, hired or borrowed by the supplier. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers. b. For any claims related to this project, the supplier's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents, and volunteers. Any insur-ance or self- insurance maintained by the City, its officers, offi-cials, employees, agents or volunteers shall be excess of the supplier's insurance and shall not contribute with it. c. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. d. The supplier's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. e. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Verification of Coverage. The supplier shall furnish the City with a certificate of insurance showing required coverage. Original endorse-ments affecting general liability and automobile liability coverage are also required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. Subcontractors. The supplier shall include all subcontractors as insured under its policies or shall furnish separate certifi-cates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 5 Purchase Order 624312 Order Date 24-NOV-2025 Change Order 0 Change Order Date 24-NOV-2025 Revision 0 Ordered 5,672.36 USD INCLUDE PURCHASE ORDER NUMBER ON ALL INVOICES & CORRESPONDENCE SEND ALL INVOICES TO AP@SLOCITY.ORG INCLUDE DELIVER TO CITY STAFF CONTACT NAME ON ALL INVOICES Sold To City of San Luis Obispo 990 Palm Street SAN LUIS OBISPO, CA 93401 Supplier CivicPlus, LLC PO Box 737311 DALLAS, TX 75373DALLAS Bill To City of San Luis Obispo 990 Palm Street SAN LUIS OBISPO, CA 93401SAN LUIS OBISPO UNITED STATES Ship To 990 Palm Street SAN LUIS OBISPO, CA 93401SAN LUIS OBISPO UNITED STATES Notes USD = US Dollar PO for the attached invoice - Web compliance checks Customer Account Number Supplier Number Payment Terms Freight Terms FOB Shipping Method 12488 Net 30 Destination Confirm To Deliver To Contact Timothy "Tim" Holt Lindsay Christiansen Line Item Price Quantity UOM Ordered Taxable 1 Web compliance checks 5,672.36 Promised 5,672.36 11/30/2025 Requested 11/30/2025 Requested and Promised Dates correspond to the date of arrival at the Ship-to Location. Line Total 5,672.36 Total 5,672.36 1 Purchase Order 624312 Authorized By: 2 Purchase Order 624312 C/EC/CTP/CTPF250508b Contract Terms and Conditions Purchase Order Terms and Conditions Standard Purchase Order Terms & Conditions 1. Acceptance. By delivering the ordered goods or commencing performance under this Purchase Order, ("Order") supplier agrees to the general terms, specifications, and conditions in or referenced by this document. If supplier and The City of San Luis Obispo ("City") have entered into a contract outside of this Order, the terms and conditions set forth in the contract shall prevail. Supplier's additional or different terms and conditions are expressly excluded from this Order and the City does not agree to such terms or conditions, unless such agreement is made expressly, in writing by the City's authorized representative, or a contract has been signed outside of this Order between the Supplier and The City. 2. Business License & Tax. Supplier must have a valid City of San Luis Obispo business tax certificate prior to the execution of the contract. Additional information regarding the City's business tax program may be obtained by calling (805) 781-7134. 3. Ability to Perform. Supplier warrants that it possesses, or has arranged through subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal, state, county, city, and special district laws, ordinances, and regulations. 4. Warranties. Supplier warrants that all goods delivered will be free from defects in workmanship, material, and manufacture; are new (not refurbished or reconditioned) unless otherwise stated in this Order; are of merchantable quality and fit for the purpose intended by the City to the extent that purpose has been disclosed to Supplier; complies with the requirements of this Order; and complies with all applicable laws and regulations. Supplier also warrants that all services performed under this Order shall be rendered in a good and workmanlike manner by skilled personnel in compliance with all applicable laws and regulations. 5. Changes. No change or modification in terms may be made without express authorization, in writing by the City's authorized representative. 6. Delivery. Supplier agrees that time is of the essence to delivery and any other performance required under this Order. No charge for delivery, parcel post, packing, cartage, insurance, license fees, permits, or any other purpose will be paid by the City unless it is expressly included on the face of this Order. Supplier must arrange for the lowest- cost transportation and prepay and add freight to its invoice. If delivery is made by a carrier, an itemized delivery ticket must be attached to the outside of the package. Each container or package must be marked with the Order number. 7. Laws to be Observed. Supplier shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of San Luis Obispo ordinances, regulations and adopted codes during its performance of the work. 8. Payment of Taxes. The contract prices shall include full compensation for all taxes that Supplier is required to pay. 9. Permits and Licenses. Supplier shall procure all permits and licenses, pay all charges and fees, and give all notices necessary. 10. Safety Provisions. Supplier shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety Public and Employee Safety. Whenever Supplier's operations create a condition hazardous to the public or City employees, it shall, at its expense and without cost to the City, furnish, erect and maintain such fences, temporary railings, barricades, lights, signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public and employees. 11. Preservation of City Property. Supplier shall provide and install suitable safeguards, approved by the City, to protect City property from injury or damage. If City property is injured or damaged as a result of Supplier's operations, it shall be replaced or restored at Supplier's expense. The facilities shall be replaced or restored to a condition as good as when the Supplier began work 12. Immigration Act of 1986. Supplier warrants on behalf of itself and all sub-suppliers engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. 13. Supplier Non-Discrimination. In the performance of this work, Supplier agrees that it will not engage in, nor permit such sub-suppliers as it may employ, to engage in discrimination in the employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons. 14. Work Delays. Should Supplier be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, then the time of completion may, at the City's sole option, be extended for such periods as may be agreed upon by the City and the Supplier. 15. Payment Terms. The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the services provided by Supplier (Net 30). 16. Inspection. Supplier shall furnish City with every reasonable opportunity for City to ascertain that the services of Supplier are being performed in accordance with the requirements and intentions of this contract. All work done and all materials furnished, if any, shall be subject to the City's inspection and approval. The inspection of such work shall not relieve Supplier of any of its obligations to fulfill its contract requirements. 17. Audit. The City shall have the option of inspecting and/or auditing all records and other written materials used by Supplier in preparing its invoices to City as a condition precedent to any payment to Supplier. 18. Interests of Supplier. Supplier covenants that it presently has no interest, and shall not acquire any interest direct or indirect or otherwise, which would conflict in any manner or degree with the performance of the work hereunder. Supplier further covenants that, in the performance of this work, no sub-Supplier or person having such an interest shall be employed. Supplier certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City. It is hereby expressly agreed that, in the performance of the work hereunder, Supplier shall at all times be deemed an independent Supplier and not an agent or employee of the City. 19. Hold Harmless and Indemnification. (a) Non-design, non-construction Professional Services: To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents ("City Indemnitees"), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels' fees and costs of litigation ("claims"), arising out of the Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant, including the City's active or passive negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the 3 Purchase Order 624312 C/EC/CTP/CTPF250508b City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant's performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City's option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. (b) Non-design, construction Professional Services: To the extent the Scope of Services involve a "construction contract" as that phrase is used in Civil Code Section 2783, this paragraph shall apply in place of paragraph A. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents ("City Indemnitees"), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels' fees and costs of litigation ("claims"), arising out of the Consultant's performance or Consultant's failure to perform its obligations under this Agreement or out of the operations conducted by Consultant, except for such loss or damage arising from the active negligence, sole negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant's performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City's option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. (c) Design Professional Services: In the event Consultant is a "design professional", and the Scope of Services require Consultant to provide "design professional services" as those phrases are used in Civil Code Section 2782.8, this paragraph shall apply in place of paragraphs A or B. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8) Consultant shall indemnify, defend and hold harmless the City and its elected officials, officers, employees, volunteers and agents ("City Indemnitees"), from and against all claims, damages, injuries, losses, and expenses including costs, attorney fees, expert consultant and expert witness fees arising out of, pertaining to or relating to, the negligence, recklessness or willful misconduct of Consultant, except to the extent caused by the sole negligence, active negligence or willful misconduct of the City. Negligence, recklessness or willful misconduct of any subcontractor employed by Consultant shall be conclusively deemed to be the negligence, recklessness or willful misconduct of Consultant unless adequately corrected by Consultant. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant's performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City's option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. In no event shall the cost to defend charged to Consultant under this paragraph exceed Consultant's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants are unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and confer with other parties regarding unpaid defense costs. (d) The review, acceptance or approval of the Consultant's work or work product by any indemnified party shall not affect, relieve or reduce the Consultant's indemnification or defense obligations. This Section survives completion of the services or the termination of this contract. The provisions of this Section are not limited by and do not affect the provisions of this contract relating to insurance. 20. Contract Assignment. Supplier shall not assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. 21. Termination for Convenience. The City may terminate all or part of this Agreement for any or no reason at any time by giving 30 days written notice to Contractor. Should the City terminate this Agreement for convenience, the City shall be liable as follows: (a) for standard or off-the-shelf products, a reasonable restocking charge not to exceed ten (10) percent of the total purchase price; (b) for custom products, the less of a reasonable price for the raw materials, components work in progress and any finished units on hand or the price per unit reflected on this Agreement. For termination of any services pursuant to this Agreement, the City's liability will be the lesser of a reasonable price for the services rendered prior to termination, or the price for the services reflected on this Agreement. Upon termination notice from the City, Contractor must, unless otherwise directed, cease work and follow the City's directions as to work in progress and finished goods. 22. Termination. If during the term of the contract, the City determines that the Contractor is not faithfully abiding by any term or condition contained herein, the City may notify the Contractor in writing of such defect or failure to perform. This notice must give the Contractor a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. If the Contractor has not performed the work or cured the deficiency within the ten days specified in the notice, such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to the Contractor to said effect.Thereafter, neither party shall have any further duties, obligations, responsibilities, or rights under the contract except, however, any and all obligations of the Contractor's surety shall remain in full force and effect, and shall not be extinguished, reduced, or in any manner waived by the terminations thereof. In said event, the Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City's Notice of Termination, minus any offset from such payment representing the City's damages from such breach."Reasonable value" includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by the Contractor as may be set forth in the Agreement payment schedule; compensation for any other work, services or goods performed or provided by the Contractor shall be based solely on the City's assessment of the value of the work-in-progress in completing the overall work scope. The City reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be determined in the City's sole discretion, so as to permit a full and complete accounting of costs.In no event, however, shall the Contractor be entitled to receive in excess of the compensation quoted in its proposal. 23. Ownership of Materials. All original drawings, plan documents and other materials prepared by or in possession of Supplier as part of the work or services under these specifications shall become the permanent property of the City, and shall be delivered to the City upon demand. 24. Release of Reports and Information. Any reports, information, data, or other material is given to, prepared by or assembled by Supplier as part of the work or services under these specifications shall be the property of City, and shall not be made available to any individual or organization by Supplier without the prior written approval of the City. 25. Copies of Reports and Information. If the City requests additional copies of reports, drawings, specifications, or any other material in addition to what Supplier is required to furnish in limited quantities as part of the work or services under these specifications, Supplier shall provide such additional copies as are requested, and City shall compensate Supplier for the costs of duplicating of such copies at the Supplier's direct expense. 26. Insurance. Supplier shall procure and maintain for the duration of the Order insurance that is sufficient in scope and amount to permit Supplier to pay in the ordinary course of business against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by Supplier, its agents, representatives, employees or sub-contractors. Supplier will maintain Workers Compensation insurance at statutory levels covering all employees who perform work under this Order. Additional Public Works Construction Purchase Order Terms & Conditions 1. Compensation for Authorized Additional Expenses. To receive compensation for additional expenses outside the scope of the project work, the Supplier shall obtain prior written authoriza-tion from the City to incur those expenses. Compensa-tion for these addition-al expenses shall include time and materials. 2. Payment Terms. The supplier may request one progress payment each month for work satisfactorily completed and accepted by the City. The City shall issue payment within 30 days. The City shall withhold 10 percent of each progress payment as retention to ensure resolution of any stop notices or liens. The City shall release this retention 35 days after filing a notice of completion. 3. Faithful Performance Bond. The supplier shall furnish a surety bond in the amount of 125 percent of the contract price guaranteeing the faithful performance of the contract, including any attorney's fees or other collection costs. 4. Work in the Right-of-Way or on City Property. For work on City managed property, the supplier/ consultant shall obtain a no-fee encroachment permit. A Traffic Control Plan and Water Pollution Control Plan shall be submitted and approved prior to issuance of the permit unless determined by the City not to be required. 5. Prevailing Wage. The supplier and any subcontractors are required to pay prevailing wage and must be registered with the Department of Industrial Relations pursuant to Section 1725.5 of the Labor Code. 6. Insurance. The supplier shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or dam-ages to property which may arise from or in connection with the performance of the work hereunder by the supplier, its agents, representatives, employees or subs. Minimum Scope of Insurance. Coverage shall be at least as broad as: 4 Purchase Order 624312 C/EC/CTP/CTPF250508b a. Insurance Services Office Commercial General Liability coverage (occurrence form CG 20 10 Prior to 1993 or CG 20 10 07 04 with CG 20 37 10 01 or the exact equivalent as determined by the City). b. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). c. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance. The supplier shall maintain limits no less than: a. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other forms with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. b. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. c. Employer's Liability: $1,000,000 per accident for bodily injury or disease. d. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the supplier shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provi-sions: a. The City, its officers, officials, employees, agents, and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the supplier; products and completed operations of the supplier; premises owned, occupied or used by the supplier; or automobiles owned leased, hired or borrowed by the supplier. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers. b. For any claims related to this project, the supplier's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents, and volunteers. Any insur-ance or self- insurance maintained by the City, its officers, offi-cials, employees, agents or volunteers shall be excess of the supplier's insurance and shall not contribute with it. c. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. d. The supplier's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. e. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Verification of Coverage. The supplier shall furnish the City with a certificate of insurance showing required coverage. Original endorse-ments affecting general liability and automobile liability coverage are also required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. Subcontractors. The supplier shall include all subcontractors as insured under its policies or shall furnish separate certifi-cates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 5